HomeMy WebLinkAboutDoc 482 - Media equip - Emerg Ops CenterDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org,
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of 07/14/2009
Please see directions for completing this document on the next page.
DATE: 07/06/2010
FROM: Rick Silbaugh 9-1-1 388-0185 x2306
TITLE OF AGENDA ITEM:
Contract for new facility, Emergency Operations Center
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
Deschutes County 9-1-1 received a grant for an Emergency Operations Center (EOC) within the new 9-
1-1 facility. This contract is for the portion to outfit the EOC with audio and video equipment for use
during as well as recording any potential incidents and will interface the current EOC rooms at both t
Sheriffs office and the City of Bend Police Department. It also provides for ADA compliancy with
hearing impaired participants.
FISCAL IMPLICATIONS:
The costs for the systems are part of budgeted amount for the fixtures anf furnishings as adopted in the
FY 09/10 and FY 10/11 budget approved by the 9-1-1 Executive board as well as the Deschutes County
Commissioners.
RECOMMENDATION & ACTION REQUESTED:
Approval of purchase
ATTENDANCE: Rick Silbaugh, 9-1-1 Systems Manager
DISTRIBUTION OF DOCUMENTS:
9-1-1
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Date:
06/02/2009
Please complete all sections above the Official Review line.
Department:
Contractor/Supplier/Consultant Name:
Contractor Contact:
(503) 848-2400
Mark Van Hilton
9-1-1
Chariott Group Inc.
Contractor Phone #:
Type of Document: Contract for purchase of goods, for installation of multi -media
equipment and interface to existing systems.
Goods and/or Services: Furnish and install multi -media systems for Deschutes County
9-1-1 Emergency Operations Center.
Background & History: Deschutes County 9-1-1 received a grant for an Emergency
Operations Center (EOC) within the new 9-1-1 facility. This contract is for the portion to
outfit the EOC with audio and video equipment for use during as well as recording any
potential incidents and will interface the current EOC rooms at both the Sheriffs office
and the City of Bend Police Department. It also provides for ADA compliancy with
hearing impaired participants.
Agreement Starting Date:
07/08/2010
Annual Value or Total Payment:
$118,500.00
Ending Date:
❑ Insurance Certificate Received check box)
Insurance Expiration Date:
Check all that apply:
❑ RFP, Solicitation or Bid Process
❑ Informal quotes (<$150K)
® Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
Funding Source: (Included in current budget? ® Yes ❑ No
If No, has budget amendment been submitted? ❑ Yes ❑ No
Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No
Special conditions attached to this grant:
7/7/2010
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant -funded position so that this will be noted in the offer letter: Lj Yes No
Contact information for the person responsible for grant compliance: Name:
Phone #:
Departmental Contact and Title: Rick Silbaugh, Systems Manager
Phone #: 388-0185 x 2306,
Department Director Approval:
ure Date
Distribution of Document: Who gets the original document and/or copies after it has
been signed? Include complete information if the document is to be mailed.
Official Review:
County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K)
❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
Legal Review Date
Document Number
7/7/2010
IFs;�+i REVIEWED
DESCHUTES COUNTY 911 SERVICE DISTRICT
CONTRACT FOR THE
PURCHASE OF GOODS
("Contract")
This Contract is between Deschutes County 9-1-1 Service District ("District") and The Chariot Group Inc,
an Alaska Corporation ("Contractor"). This Contract is effective on the date it has been signed by all
parties and all required District approvals have been obtained. This Contract expires on the later of
December 31, 2010, the date all warranties have expired or the date Contractor has completed delivery of
all Goods and Services in accordance with the requirements of this Contract, as determined by District.
Contractor agrees to sell, and District agrees to purchase, Goods and Services for the benefit of District
subject to the following terms and conditions:
RECITAL
This Contract is for the purchase and sale of the following: Design and installation of a multimedia system
as described in Addendum A "Statement of Work" attached hereto and incorporated for the 9-1-1
Emergency Operations Center.
1. DEFINITIONS.
A. "Contractor Intellectual Property' means any intellectual property owned by Contractor and
developed independently from Services.
B. "Goods" means the goods specified in section 2.
C. "IRS" means the Internal Revenue Service.
D. "Open Source Elements" means any Work Product subject to any open source initiative certified
license, including Work Product based upon any open source initiative certified licensed work.
E. "Services" means the services, if any, that are incidental to the purchase of Goods and that
Contractor is required to perform under section 2.
F. "Specifications" means the specific attributes of Goods and Services described in section 3.
G. "Third Party Intellectual Property" means any intellectual property owned by parties other than
District or Contractor.
H. "Work Product" means all Goods and Services Contractor delivers or is required to deliver to
District pursuant to this Contract.
2. REQUIRED GOODS, SERVICES, PRICING AND DELIVERY SCHEDULE.
Contractor shall deliver to District the following Goods and Services for the prices specified in this
section 2.
A. GOODS.
i. Description and Quantity: Design and installation of a multimedia system for the 911
Emergency Operations Center as described in Addendum A (Statement of Work). Any conflict
between this Agreement and the Addendum A (Statement of Work) shall be interpreted to give
precedence to this Agreement.
Price: $ 118,500.00
B. SERVICES.
TRAINING: Contractor shall train to District's satisfaction the individuals identified by District in
the operation and maintenance of Goods delivered under this Contract.
C. DELIVERY.
i. Contractor shall deliver Goods to District and shall perform Services, if any, at the following
address: 20235 Poe Sholes Rd, Bend, OR 97701
ii. Contractor shall deliver Goods F.O.B. place of destination.
Contractor shall retain the risk of loss of Goods until District accepts Goods in accordance
with section 4.D.
iii. Contractor shall deliver Goods in accordance with the following delivery schedule:
Multimedia System to be installed and operational at the new 9-1-1 facility located at 20355
Poe Sholes Rd, prior to August 30th, 2010.
iv. Contractor shall complete all Services in accordance with the following delivery schedule:
Installation and training to be completed prior to August 30th, 2010.
v. TRAINING DELIVERY SCHEDULE:
The training schedule is outlined in Addendum A (Statement of Work).
3. SPECIFICATIONS.
Contractor shall deliver all Goods and Services specified in section 2 in accordance with this section 3.
Contractor's failure to deliver Goods and Services in accordance with the provisions of this Contract is a
material breach of this Contract.
A. GENERAL PROVISIONS.
i. NON-COMPLIANCE. If any Goods or component parts are recalled by a regulatory body or
the manufacturer, or discovered by Contractor not to comply with applicable regulatory
standards or the Specifications, Contractor shall immediately notify District of the recall or non-
compliance, and shall provide copies of the recall notice or notice of non-compliance, as
applicable, and all other supporting documentation for the recall or non-compliance
determination. District may elect to (a) reject Goods in whole or in part, or (b) revoke its
acceptance of Goods in whole or in part. If District rejects Goods or revokes its acceptance of
Goods, Contractor shall remove the particular Goods from District's possession as provided in
section 4.D.iv at no cost to District and shall reimburse District for all payments made for those
Goods.
ii. STANDARD COMPONENTS. Unless specified otherwise in this section 3, Specifications,
Contractor shall provide Goods with all components and accessories that the manufacturer lists
as "standard" for Goods.
iii. NECESSARY COMPONENTS. Unless specified otherwise in this section 3, Specifications,
Contractor shall include all components, hardware and parts necessary for complete and
proper assembly, installation and operation of Goods.
iv. NEW AND UNUSED GOODS. Unless specified otherwise in this section 3, Specifications,
Contractor shall deliver Goods that are new, unused and produced from current production
inventory. Contractor shall provide Goods manufactured from only those components that the
manufacturer offers in the manufacturer's current parts catalogue for Goods.
B. DETAILED SPECIFICATIONS.
Contractor to design and install a multimedia system for the 9-1-1 Emergency Operations Center as
described in Addendum A (Statement of Work).
4. TERMS AND CONDITIONS.
A. PAYMENT.
i. District's Payment. District shall pay Contractor for Goods delivered and Services performed
at the prices and rates specified in Addendum A (Statement of Work). Contractor shall look
solely to District for payment of all amounts District owes to Contractor. Contractor shall not be
compensated by any department of Deschutes County, but only District for Goods delivered or
Services performed.
ii. If Contractor is a nonresident alien as defined in 26 USC § 7701(b)(1)(B), then Contractor
shall, upon execution of this Contract, deliver to District a completed and signed W-8
form, 8233 form, or W-9 form, as applicable, from the IRS, as evidence that District is not
required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently
available at http://www.irs.gov. District may withhold payments to Contractor pending District's
receipt from Contractor of the applicable, completed and signed form. If District does not
receive the applicable, completed and signed form from Contractor, or if the IRS provides
notice to District that Contractor's information on the form provided is incorrect, District will
withhold as federal income tax 30% of all amounts District owes to Contractor under this
Contract.
iii. Funds Available and Authorized; Payments. Contractor understands and agrees that
District's payment of amounts under this Contract is contingent on District receiving funding,
appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow
District, in the exercise of its reasonable administrative discretion, to make payments under this
Contract. Provided however, District shall pay Contractor for Goods and Services delivered
prior to receipt of notice of non -appropriation.
B. INVOICES.
i. Contractor shall send invoices to District no more often than monthly after District's
acceptance in accordance with section 4.D of Goods delivered under this Contract. Contractor
shall send invoices to District for completed Services no more often than monthly.
ii. Contractor shall send all invoices to the District mailing address specified in section 7 or to
any other address that District may indicate in writing to Contractor. Contractor shall include in
each invoice:
• The Solicitation number if any, the Contract number if any;
• The quantity of Goods ordered, the quantity of Goods delivered, the date Goods
were delivered, the price per unit, if applicable;
• A detailed description of Services performed, including the name or names of the
individuals who performed Services and prepared the deliverables to which the
invoice applies, the dates Services were performed, all deliverables delivered during
the period of the invoices, the rate or rates for Services performed, and the total cost
of Services
• The total amount due, and the payment address.
C. MOST FAVORABLE PRICES AND TERMS.
Contractor represents and warrants that all prices, terms and benefits offered by Contractor under
this Contract are equal to or better than the equivalent prices, terms and benefits being offered by
Contractor to any other state or local governmental entity or commercial customer.
i. If during the term of this Contract Contractor enters any contract, agreement or arrangement
that provides lower prices, more favorable terms or greater benefits to any other state or local
governmental entity or commercial customer, Contractor shall provide the same price or prices,
terms and benefits to District. The prices, terms and benefits shall be effective as of the date
Contractor made the more favorable terms or greater benefits available to any other state or
local governmental entity or commercial customer. This provision applies to comparable goods
and services and to purchase volumes by District that are not less than the purchase volumes
of the state or local governmental entity or commercial customer that has received the lower
prices, greater benefits or more favorable terms.
ii. Section 4.C.i does not apply to Contractor's donations of comparable goods and services to
charitable, nonprofit or governmental entities if the donations are recognized as donations and
are deductible under the federal Internal Revenue Code. These donations are not considered
contracts, agreements or arrangements with other state or local governmental entities or
commercial customers for purposes of section 4.C.i.
D. ACCEPTANCE, REJECTION AND REVOCATION OF ACCEPTANCE:
i. ACCEPTANCE. District shall test if District, in its sole discretion deems testing necessary,
inspect and either accept or reject Goods delivered within fourteen (14) calendar days from the
date Contractor delivers Goods to District. If District does not provide written notice of
acceptance or rejection of Goods to Contractor within fourteen (14) calendar days following the
date of delivery of Goods, District is deemed to have accepted Goods.
ii. REJECTION. If District rejects Goods, then District's written notice of rejection shall, at a
minimum, itemize the apparent defects and include:
a. a description of nonconformance between Goods delivered and the required
Specifications and warranties (including any variance from demonstrations or sample
characteristics of Goods if Contractor provided demonstrations or samples);
b. a description of any other nonconformance of Goods (including late delivery); and
c. a statement indicating whether Contractor may cure the nonconformance and if so, the
method by which and time period within which Contractor may cure.
iii. REVOCATION OF ACCEPTANCE. Notwithstanding District's acceptance of Goods under
section 4.D.i District may revoke its acceptance of Goods for nonconformance with the
Specifications as defined in Addendum A (The Statement of Work). If District revokes
acceptance of Goods, District shall deliver a written notice of revocation of acceptance to
Contractor that includes the same information required for a written notice of rejection under
section 4.D.ii.
iv. EFFECT OF REJECTION OR REVOCATION OF ACCEPTANCE. If District rejects Goods
or revokes its acceptance of Goods, Contractor shall refund all payments District has made to
Contractor for those Goods and shall, at no cost to District, remove Goods from District's
possession within nine (9) calendar days following the later of the date of District's notice of
rejection, the date of District's notice of revocation of acceptance, or the date of Contractor's
failure to cure if cure is permitted. Nothing contained in this section 4.D precludes District from
pursuing any remedies to which either may be entitled upon rejection or revocation of
acceptance of Goods or otherwise under this Contract.
E. OTHER REPRESENTATIONS AND WARRANTIES.
All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to
Goods delivered under this Contract. Contractor represents and further warrants that:
i. Contractor has the authority to enter into and perform in accordance with this Contract, and
that this Contract, when executed and delivered, is a valid and binding obligation of Contractor
that is enforceable in accordance with its terms;
ii. All Goods delivered to District are new, unused, current production models
and are free from defects in materials, design and manufacture for the duration of the warranty
period specified in section 3 ("Warranty Period"). Contractor further represents and warrants
that all Goods meet or exceed all Specifications;
iii. All Goods delivered shall comply with all applicable federal health and safety standards.
iv. Contractor has the skill and knowledge possessed by well-informed members of its industry,
trade or profession and Contractor will apply that skill and knowledge with care and diligence
and perform Services in a timely, professional and workmanlike manner in accordance with
standards applicable to Contractor's industry, trade or profession; and
v. Contractor is, and shall be at all times during the term of this Contract, qualified,
professionally competent and duly licensed to perform Services.
The warranties specified in this section 4.E are in addition to, and not in lieu of, any other
warranties provided in this Contract. All warranties are cumulative and shall be interpreted
broadly to give District the greatest warranty protection available.
F. MANUFACTURER WARRANTIES.
At no charge to District, Contractor shall transfer or cause the transfer of all manufacturers'
warranties for Goods and component parts, if any, to the District for District's benefit when
Contractor delivers Goods to District. If a conflict or inconsistency exists between a manufacturer's
warranty and Contractor's warranty, the warranty that provides the greatest benefit and protection
to District shall prevail.
G. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.
i. Contractor shall comply with all federal, state and local laws, regulations, and ordinances
applicable to this Contract or to Contractor's obligations under this Contract, as they may be
adopted or amended from time to time.
H. District's performance under this Contract is conditioned upon Contractor's compliance with
the obligations intended for contractors under ORS 2796.220, 2796.225 (if applicable to this
Contract), 2796.230 and 2796.235 (if applicable to this Contract), and Deschutes County Code
Chapter 2.37.150, all of which are incorporated into this Contract by reference. Contractor
shall, to the maximum extent economically feasible in the performance of this Contract, use
recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETE products (as defined in ORS
279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as "recycled
product" is defined in ORS 279A.010(1)(ii)).
H. MATERIAL SAFETY DATA SHEET.
At the time Contractor delivers Goods to District, Contractor shall provide to District a "Material
Safety Data Sheet" as defined by (OSHA) for any Goods delivered which may release or otherwise
cause exposure to a hazardous chemical substance under normal conditions of use. Contractor
shall properly label, tag or mark those Goods.
I. TIME IS OF THE ESSENCE.
Contractor agrees that time is of the essence in the performance of this Contract.
J. FORCE MAJEURE.
Neither District nor Contractor shall be responsible for any failure to perform or for any delay in the
performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war,
or any other cause which is beyond the delaying or breaching entity's reasonable control.
Contractor shall make all reasonable efforts to eliminate the cause of Contractor's delay or breach
and shall, upon elimination of the cause, continue performing under this Contract. District may
terminate this Contract upon written notice to Contractor after reasonably determining that this
delay or breach could likely prevent successful performance of this Contract.
K. INSURANCE.
Contractor shall obtain the insurance required under section 5 prior to performing under this
Contract and shall maintain the required insurance throughout this duration of this Contract and all
Warranty Periods.
L. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING.
i. Contractor shall perform all Services as an independent contractor. Although District
may (a) determine and modify the delivery schedule for Goods to be delivered and
Services to be performed and (b) evaluate the quality of the completed performance,
District cannot and will not control the means or manner of Contractor's performance.
Contractor is responsible for determining the appropriate means and manner of performing
any Services required under this Contract. Contractor is not an "officer", "employee", or
"agent" of District as those terms are used in ORS 30.265,
ii. If Contractor is currently performing work for the District, the State of Oregon or the federal
government, Contractor by signature to this Contract declares and certifies that Contractor's
performance under this Contract creates no potential or actual conflict of interest as defined by
ORS 244 and that no rules or regulations of Contractor's employing state (state or federal)
would prohibit Contractor's performance under this Contract.
iii. Contractor shall pay or cause to be paid all federal and state taxes applicable to
Contractor's compensation under this Contract, and District will not withhold from Contractor's
compensation any amount to cover Contractor's federal or state tax obligations unless
Contractor is subject to backup withholding. Contractor is not eligible for any social security,
unemployment insurance or workers' compensation benefits from Contractor's compensation
under this Contract.
M. INDEMNIFICATION.
i. GENERAL INDEMNITY. EACH PARTY SHALL DEFEND, SAVE, HOLD HARMLESS, AND
INDEMNIFY DISTRICT, ITS OFFICERS, DIRECTORS, AGENTS and EMPLOYEES FROM AND
AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES OF ANY NATURE WHATSOEVER ("CLAIMS") RESULTING FROM, ARISING OUT
OF, OR RELATING TO THE ACTS OR OMISSIONS OF THE PARTY OR ITS OFFICERS,
EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.
ii. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF
SECTION 4.N.i, CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY
DISTRICT, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST
ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES,
INCLUDING ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY CLAIMS THAT
THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEM
DELIVERED UNDER THIS CONTRACT BY CONTRACTOR THAT MAY BE THE SUBJECT OF
PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR
DOCTRINE, OR THE DISTRICT'S REASONABLE USE THEREOF, INFRINGES ANY PATENT,
COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY
DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY ("INFRINGEMENT
CLAIM"); PROVIDED, THAT DISTRICT SHALL PROVIDE CONTRACTOR WITH PROMPT
WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.
iii. DISTRICT SHALL REASONABLY COOPERATE IN GOOD FAITH, AT CONTRACTOR'S
REASONABLE EXPENSE, IN THE DEFENSE OF CLAIMS AND INFRINGEMENT CLAIMS,
AND CONTRACTOR SHALL SELECT COUNSEL REASONABLY ACCEPTABLE TO DISTRICT
LEGAL COUNSEL TO DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS AND SHALL
BEAR ALL COSTS OF SUCH COUNSEL. DISTRICT MAY ELECT TO ASSUME ITS OWN
DEFENSE WITH AN ATTORNEY OF ITS OWN CHOICE AND AT ITS OWN EXPENSE AT ANY
TIME DISTRICT DETERMINES IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE.
SUBJECT TO THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH
CLAIMS AND INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING
PROVIDED THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND
INFRINGEMENT CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF DISTRICT, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
N. ASSIGNMENT OF ANTITRUST RIGHTS.
i. CONTRACTOR IRREVOCABLY ASSIGNS TO DISTRICT ANY CLAIM FOR RELIEF OR
CAUSE OF ACTION WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO
CONTRACTOR IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR
ORS 646/25 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES
PROVIDED TO CONTRACTOR FOR THE PURPOSE OF CARRYING OUT CONTRACTOR'S
OBLIGATIONS UNDER THIS CONTRACT, INCLUDING, AT DISTRICT'S OPTION, THE
RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE
OF ACTION.
ii. CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO PERFORM ANY
OF CONTRACTOR'S DUTIES UNDER THIS CONTRACT TO IRREVOCABLY ASSIGN TO
DISTRICT, AS THIRD PARTY BENEFICIARY, ANY RIGHT, TITLE OR INTEREST THAT HAS
ACCRUED OR WHICH MAY ACCRUE IN THE FUTURE BY REASON OF ANY VIOLATION
OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY
GOODS OR SERVICES PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF
CARRYING OUT THE SUBCONTRACTOR'S OBLIGATIONS TO CONTRACTOR IN
PURSUANCE OF THIS CONTRACT, INCLUDING, AT DISTRICT'S OPTION, THE RIGHT TO
CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.
O. EVENTS OF BREACH.
i. Breach by Contractor. Contractor breaches this Contract if:
a. Contractor institutes or has instituted against it insolvency, receivership or bankruptcy
proceedings, makes an assignment for the benefit of creditors, or ceases doing business
on a regular basis;
b. Contractor no longer holds a license or certificate that is required for Contractor to
perform its obligations under this Contract and Contractor has not obtained the required
license or certificate within fourteen (14) calendar days after delivery of District's notice of
breach or a longer period as District may specify in its notice; or
c. Contractor commits any material breach of any covenant, warranty, obligation or
certification under this Contract, and Contractor fails to cure its breach within fourteen (14)
calendar days after delivery of District's notice of breach or within a longer period as
District may specify in its notice.
ii. Breach by District. District breaches this Contract if:
a. District fails to pay Contractor any amount pursuant to the terms of this Contract, and
District fails to cure this failure within fourteen (14) business days after delivery of
Contractor's notice of breach or within a longer period as Contractor may specify in its
notice; or
b. District commits any material breach of its obligations under this Contract, fails to
perform its obligations hereunder within the time specified or any extension thereof, and
fails to cure its failure within fourteen (14) calendar days after delivery of Contractor's notice
of breach or a longer period as Contractor may specify in its notice.
P. REMEDIES.
i. District's Remedies. If Contractor is in breach under section 4.O.i, then in addition to the
remedies afforded elsewhere in this Contract, District shall be entitled to recover for any and all
damages suffered as the result of Contractor's breach of this Contract, including but not limited
to direct, indirect, incidental and consequential damages, as provided in ORS Chapter 72.
District may, at its option, pursue any or all of the remedies available under this Contract and at
law or in equity, including, but not limited to:
a. Termination of this Contract under section 4.R.ii;
b. Withholding all amounts Contractor has invoiced for Goods and Services that Contractor
is obligated to but has failed to deliver or perform within any scheduled completion dates or
has performed inadequately or defectively;
c. Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief; or
d. Exercise of the right of setoff and withholding amounts otherwise due and owing to
Contractor in an amount equal to District's setoff right, without penalty.
These remedies are cumulative to the extent the remedies are not inconsistent, and District
may pursue any remedy or remedies singly, collectively, successively or in any order
whatsoever. If Contractor is found to not be in breach under section 4.P.i, the rights and
obligations of the parties shall be the same as if this Contract was terminated pursuant to
section 4.R.ii.a.
ii. Contractor's Remedies. If District terminates this Contract for convenience under section
4.R.ii.a, or if District is in breach under section 4.O.ii and whether or not Contractor elects to
exercise its right to terminate this Contract under section 4.P.iii, Contractor's sole remedy is a
claim against District for the unpaid price for any Goods delivered and accepted by District Tess
any claims District has against Contractor and is as follows for unpaid Services completed and
accepted by District:
a. For Services compensable on an hourly basis, a claim against District for unpaid
invoices, hours worked but not yet invoiced, and authorized expenses for Services
completed and accepted by District less any claims District has against Contractor.
b. For deliverable -based Services, a claim against District for the amount specified for
completing the deliverable multiplied by the percentage of Services completed and accepted
by District, Tess previous amounts paid and the amount of any claims District has against
Contractor.
If previous amounts paid to Contractor for Goods and Services exceed the amount due to
Contractor under this section 4.P.ii, Contractor shall pay the excess amount to District immediately
upon written demand.
Q. ATTORNEYS' FEES.
Except for defense costs and expenses pursuant to section 4.N, neither District nor Contractor is
entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses
associated with pursuing a remedy for damages arising out of or relating to this Contract.
R. TERMINATION.
i. MUTUAL CONSENT. The Contract may be terminated at any time by mutual written consent
of the parties.
ii. District:
a. District may, at its sole discretion, terminate the Contract for its convenience upon 30
days written notice to Contractor.
b. District may, in its sole discretion, terminate this Contract, immediately upon notice to
Contractor, or at a later date as District may establish in its notice, upon the occurrence of
any of the following events:
1. District fails to receive funding, appropriations, limitations, allotments or other
expenditure authority at levels sufficient to allow District, in the exercise of its
reasonable administrative discretion, to make payments under this Contract. In the
event District does fail to receive funding to complete the contract, Contractor shall be
paid for all work completed as of the date set in the notice.
2. Federal or state laws, regulations, or guidelines are modified or interpreted in a way
that either the purchase of Goods or Services, or both, by the District under this
Contract is prohibited, or the District is prohibited from paying for Goods or Services, or
both, from the planned funding source; or
3. Contractor commits any material breach of this Contract.
Contractor shall stop performance under this Contract as directed by District in any written notice of
termination delivered to Contractor under this section 4.R.ii.
iii. CONTRACTOR. Contractor may terminate this Contract immediately upon written notice to
District, or at a later date as Contractor may establish in its notice, if District is in breach under
section 4.O.ii.
S. INTELLECTUAL PROPERTY & OPEN SOURCE; TITLE TO GOODS.
i. New Works. All intellectual property rights in the Work Product created by Contractor under
this Contract shall be the exclusive property of District. All Work Product authored by
Contractor under this Contract shall be deemed "works made for hire" to the extent permitted
by the United States Copyright Act. To the extent District is not the owner of the intellectual
property rights in such Work Product, Contractor hereby irrevocably assigns to District any and
all of its rights, title, and interest in such Work Product. Upon District's reasonable request,
Contractor shall execute such further documents and instruments reasonably necessary to fully
vest such rights in District. Contractor forever waives any and all rights relating to such Work
Product created under this Contract, including without limitation, any and all rights arising under
17 USC §106A or any other rights of identification of authorship or rights of approval, restriction
or limitation on use or subsequent modifications.
ii. Contractor Intellectual Property. If intellectual property rights in the Work Product are
Contractor Intellectual Property, Contractor hereby grants to District an irrevocable, non-
exclusive, perpetual, royalty -free license to use, make, reproduce, prepare derivative works
based upon, distribute copies of, perform and display the Contractor Intellectual Property, and
to authorize others to do the same on District's behalf.
iii. Third Party Intellectual Property. To the extent Contractor has the authority, Contractor shall
sublicense or pass through to District all Third Party Intellectual Property. Contractor represents
and warrants that it has provided written disclosure to District of all Third Party Intellectual
Property that must be independently licensed by District to fully enjoy the benefit of the Work
Product. If Contractor failed to provide such written disclosure, Contractor shall secure on the
District's behalf and in the name of the District, an irrevocable, non-exclusive, perpetual, royalty -
free license to use, make, reproduce, prepare derivative works based upon, distribute copies of,
perform and display the Third Party Intellectual Property, and to authorize others to do the same
on District's behalf.
iv. Open Source Approval and Notice. Any Open Source Elements in the Work Product must be
approved in advance and in writing by District. If District approves the use of Open Source
Elements, Contractor shall:
a. Notify District in writing that the Work Product contains Open Source Elements;
b. Identify the specific portion of the Work Product that contain Open Source Elements;
and
c. Provide a copy of the applicable license for each Open Source Element to District.
v. Title to Goods. Title to Goods passes to District in accordance with ORS 72.4010.
T. ACCESS TO RECORDS.
Contractor shall retain, maintain, and keep accessible all records relevant to this Contract
("Records") for six (6) years following Contract termination or full performance, the period required
by applicable law following Contract termination or full performance, or until the conclusion of any
audit, controversy or litigation arising out of or related to this Contract, whichever ending date is
later. Contractor shall maintain all financial Records in accordance with generally accepted
accounting principles. During this Record -retention period, Contractor shall permit District, its duly
authorized representatives, and the federal government access to the Records at reasonable times
and places for purposes of examination and copying.
District understands and accepts that some manufacturer information, including manufacturer
pricing is privileged and is protected from disclosure by existing Dealer Agreements executed
between the manufacturer and The Chariot Group, Inc. District will endeavor to maintain the
confidential nature of such information.
U. NOTICES.
All notices required under this Contract shall be in writing and addressed to the party's authorized
representative. For District, the authorized representative is the District contact person identified in
section 8. Contractor's authorized representative is the contact person identified in section 7.
Mailed notices are deemed received five (5) days after the post mark date when properly
addressed and deposited prepaid into the U.S. postal service. Faxed notices are deemed received
upon electronic confirmation of successful transmission to the designated fax number. Notices
delivered by personal delivery are deemed received when delivered to the address specified for the
receiving party's authorized representative.
V. GOVERNING LAW.
The Contract is governed by and construed in accordance with the laws of State of Oregon without
regard to principles of conflicts of laws. To the extent not modified by the terms of this Contract, the
Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs Goods under this
Contract. The applicability of the UN Convention on Contracts for the International Sale of Goods is
hereby expressly waived by the parties, and it does not apply to this Contract.
W. VENUE; CONSENT TO JURISDICTION.
Any claim, action, suit or proceeding (collectively, "Proceeding") between District and Contractor
that arises from or relates to this Contract shall be brought and conducted solely and exclusively
within the Circuit Court of State for Deschutes County; provided, however, if a Proceeding must be
brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and
conducted solely and exclusively within the United States District Court for the District of Oregon.
CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE
COURTS AND WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM
THAT THE FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be
construed as a waiver of District's sovereign or governmental immunity, whether derived from the
Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to
Proceedings or jurisdiction based thereon.
X. SURVIVAL:
In addition to all provisions which by their nature extend beyond the Contract termination or full
performance, the following provisions shall remain in effect beyond any Contract termination or full
performance: sections 1, 3, 4.A, 4.D, 4.E, 4.F, 4.L, 4.N, 4.0, 4.Q, 4.R, 4.T, 4.U, 4.W, 4.X, 4.Y,
4.CC and section 5.
Y. SEVERABILITY.
If a court of competent jurisdiction declares any provision of this Contract to be illegal or otherwise
invalid, the validity of the remaining terms and provisions shall not be affected, and the rights and
obligations of the parties shall be construed and enforced as if this Contract did not contain the
particular provision held to be invalid.
Z. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS.
i. SUBCONTRACTS. Contractor shall not enter into any subcontracts for any Services
required under this Contract without District's prior written consent. In addition to any other
provisions District may require, Contractor shall include in any permitted subcontract provisions
to ensure that District will receive the benefit of subcontractor's performance as if the
subcontractor were Contractor with respect to sections 3, 4.E, 4.F, 4.1, 4.J, 4.N, 4.0, 4.T, 4.U,
4.W, 4.X, and 4.AA. District's consent to any subcontract shall not relieve Contractor of any of
its duties or obligations under this Contract.
ii. Contractor shall not assign, delegate or transfer any of its rights or obligations under this
Contract without District's prior written consent. District's written consent does not relieve
Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is
considered Contractor's agent.
iii. The provisions of this Contract are binding upon, and inure to the benefit of the parties and
their respective successors and permitted assigns, if any.
AA. MERGER CLAUSE; AMENDMENT; WAIVER.
This Contract constitutes the entire agreement between the parties on the subject matter thereof.
There are no understandings, agreements or representations, oral or written, not specified herein
regarding this Contract. This Contract may be amended to the extent permitted by applicable
statutes and administrative rules. For Anticipated Amendments, this Contract may be amended only
in accordance with and to the extent provided in the Solicitation, if any, and this Contract. No waiver,
consent or amendment of terms of this Contract shall bind either party unless in writing and signed
by District and Contractor, and all necessary approvals have been obtained. Waivers and consents
shall be effective only in the specific instance and for the specific purpose given. The failure of
District to enforce any provision of this Contract shall not constitute a waiver by District of that or
any other provision.
BB. THIRD PARTY BENEFICIARIES.
District and Contractor are the only parties to this Contract and are the only parties entitled to
enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be
construed to give or provide any benefit or right not held by or made generally available to the
public, whether directly, indirectly or otherwise, to third persons unless the third persons are
individually identified by name herein and expressly described as intended beneficiaries of the
terms of this Contract. District is an intended beneficiary of the terms of this Contract.
CC. COUNTERPARTS.
This Contract may be executed in several counterparts, all of which when taken together shall
constitute one agreement binding on all parties, notwithstanding that all parties are not signatories
to the same counterpart. Each copy of this Contract so executed shall constitute an original.
5. INSURANCE.
A. REQUIRED INSURANCE. Contractor shall obtain the insurance specified in this section 5 prior
to performing under this Contract and shall maintain it in full force and at its own expense
throughout the duration of this Contract and all Warranty Periods. Contractor shall obtain the
following insurance from insurance companies or entities that are authorized to transact the
business of insurance and issue coverage in Oregon and that are acceptable to District.
i. WORKERS COMPENSATION.
All employers, including Contractor, that employ subject workers who work under this Contract
in State shall comply with ORS 656.017 and provide the required workers' compensation
coverage, unless these employers are exempt under ORS 656.126(2). Contractor shall require
each of its subcontractors, if any, to comply with, and shall ensure that each of its
subcontractors, if any, complies with, these requirements.
ii. COMMERCIAL GENERAL LIABILITY.
® Required by District ❑ Not required by District.
Commercial General Liability Insurance covering bodily injury and property damage in a form
and with coverages that are satisfactory to District. This insurance shall include personal and
advertising injury liability, products and completed operations liability. Coverage may be written
in combination with Automobile Liability Insurance (with separate limits). Combined single limit
per occurrence shall not be Tess than $ 1,000,000 for each job site or location. Each annual
aggregate limit shall not be less than $ 2,000,000.
iii. AUTOMOBILE LIABILITY INSURANCE: AUTOMOBILE LIABILITY.
® Required by District ❑ Not required by District.
Automobile Liability Insurance covering all owned, non -owned, and hired vehicles. This
coverage may be written in combination with the Commercial General Liability Insurance.
Combined single limit per occurrence shall not be Tess than $ 1,000,000
iv. EMPLOYERS' LIABILITY.
❑ Required by District ® Not required by District.
If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall obtain
employers' liability insurance coverage with combined single limit per occurrence of not less
that $500,000, and annual aggregate limits of not Tess than $1 million.
v. POLLUTION LIABILITY.
❑ Required by District ® Not required by District.
Pollution Liability Insurance covering Contractor's liability for bodily injury, property damage and
environmental damage resulting from either sudden or gradual accidental pollution and related
cleanup costs incurred by Contractor, all arising out of Goods delivered or Services (including
transportation risk) performed under this Contract. Combined single limit per occurrence shall
not be less than $ ,or the equivalent. Annual aggregate limit shall not be less than $ .
B. ADDITIONAL INSURED.
The commercial general liability insurance and automobile liability insurance required under this
Contract shall include District, and its officers and employees as Additional Insureds with respect to
Contractor's performance obligations under this Contract. Contractor shall ensure that coverage is
primary and non-contributory with any other insurance and self-insurance.
C. "TAIL" COVERAGE.
If any of the required liability insurance is on a "claims made" basis, Contractor shall either maintain
either "tail" coverage or continuous "claims made" liability coverage, provided the effective date of
the continuous "claims made" coverage is on or before the effective date of this Contract, for a
minimum of 24 months following the later of
i. District's acceptance of all Goods in accordance with section 4.D (if acceptance has not been
revoked in accordance with section 4.D.iii),
ii. The completion of all Services required under this Contract, or
iii. The expiration of all warranty periods provided under this Contract. Notwithstanding the
foregoing 24 -month requirement, if Contractor elects to maintain "tail" coverage and if the
maximum time period "tail" coverage reasonably available in the marketplace is less than the
24 -month period described above, then Contractor shall maintain "tail" coverage for the
maximum time period that "tail" coverage is reasonably available in the marketplace for the
coverage required under this Contract. Contractor shall provide to District, upon request,
certification of the coverage required under this section 5.C.
D. NOTICE OF CANCELLATION OR CHANGE.
There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-
renewal of insurance coverage(s) without sixty (60) days' written notice from this Contractor or its
insurer(s) to District. Any failure to comply with the reporting provisions of this clause shall
constitute a material breach of Contract and shall be grounds for immediate termination of this
Contract by District. No later that fourteen calendar days following the effective date of any
insurance policy renewals, Contractor shall deliver to District all documentation evidencing renewal
of the particular insurance policy renewed.
E. CERTIFICATE(S) OF INSURANCE.
Upon District's request, Contractor shall provide to District Certificate(s) of Insurance for all required
insurance. The Certificate(s) must specify all entities and individuals who are endorsed on the
policy as Additional Insured (or Loss Payees). Contractor shall pay for all deductibles, self-insured
retention and self-insurance, if any.
6. RESERVED.
7. CERTIFICATIONS AND SIGNATURE OF CONTRACTOR'S AUTHORIZED REPRESENTATIVE.
THIS CONTRACT MUST BE SIGNED IN INK BY AN AUTHORIZED REPRESENTATIVE OF
CONTRACTOR.
The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that:
A. The undersigned is a duly authorized representative of Contractor, has been authorized by
Contractor to make all representations, attestations, and certifications contained in this Contract
and to execute this Contract on behalf of Contractor;
B. The undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best
of the undersigned's knowledge, not in violation of any Oregon Tax Laws. For purposes of this
certification, "Oregon Tax Laws" means a state tax imposed by ORS 401.792 to 401.816 (Tax For
Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income
Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 320 (Amusement Device and
Transient Lodging Taxes), 321 (Timber and Forestland Tax), 323 (Cigarettes and Tobacco
Products Tax), and the elderly rental assistance program under ORS 310.630 to 310.706; and any
local taxes administered by the Department of Revenue under ORS 305.620.
C. To the best of the undersigned's knowledge, Contractor has not discriminated against and will
not discriminate against minority, women or emerging small business enterprises certified under
ORS 200.055 in obtaining any required subcontracts.
D. Contractor and Contractor's employees and agents are not included on the list titled "Specially
Designated Nationals and Blocked Persons" maintained by the Office of Foreign Assets Control of
the United States Department of the Treasury and currently found at
http://www.treas.gov/offices/enforcement/ofac/sdn/t11 sdn.pdf;
E. Contractor's Federal Employee Identification Number or Social Security Number specified below
is correct;
F. Contractor is bound by and will comply with all requirements, terms and conditions contained in
this Contract and will provide Goods and Services in accordance with the Specifications; and
G. Contractor _ is / _X_ is not a nonresident alien as defined in 26 USC § 7701(b)(1) (check
one). See section 4.A.ii.
Contractor (print Contracto ' -m - Chariot Group, Inc.
Authorized Signature:
By (print name):Rick Thomas
Title: President
Date: July 2, 2010
FEIN ID# or SSN# (required): 92-0169059
Contractor's Contact Person (Type or Print): Mark van Hilten, Sales Manager
Contact Telephone Number: (503) 848-2400
Contact Fax Number: (503) 848-2442
Contact E -Mail Address: mark@chariotgroup.com
Mailing Address: 3120 Denali Street, Suite 1 Anchorage, Alaska 99503
8. SIGNATURE OF DISTRICT'S AUTHORIZED REPRESENTATIVE.
Deschutes County 911 Service District accepts Contractor's offer and awards this Contract to Contractor
for Goods and Service described in this Contract.
Deschutes County 911 Service District acting by and through
Authorized Signature:
By (print name):
Title:
Date:
County's Contact Person (Type or Print): Rick Silbaugh
Contact Telephone Number: (541) 388-0185 x2306
Fax Number: (541) 382-5767
E -Mail Address: ricks@deschutes.org
County Mailing Address: 63333 Hwy 20 W, Bend OR 97701