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HomeMy WebLinkAboutDoc 616 - Workers Comp Admin AgrmtDeschutes 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 12/30/2009 Please see directions for completing this document on the next page. DATE: 12/16/2009 FROM: Ken Harms Risk Management 541 617 -4747 TITLE OF AGENDA ITEM: Consideration of Board authorization for County Administrator to sign contract for third party administration services for the Deschutes County self - insured worker's compensation program. PUBLIC HEARING ON THIS DATE? NO. BACKGROUND AND POLICY IMPLICATIONS: Since 1985 Deschutes County has been self - insured for worker's compensation insurance. In orde • to ensure compliance with State law (OAR 436 Division 060) Deschutes County contracts for third party administration. These contracts are for five years. The third party administrator processes claims and payments and files certain required reports to the State and Federal government. Risk Management published an RFP and received seven responses. A committee of six selected four finalists for interviews. It was a unanimous decision of the committee to award the contract to Matrix based on available technology, contractor's staff experience, cost, and customer recommendations. FISCAL IMPLICATIONS: This contract is for a period of five (5) years in which the cost is not to exceed $43,000 per year making the total not to exceed cost $217,500. This expenditure is budgeted. RECOMMENDATION & ACTION REQUESTED: Authorization for County Administrator to sign five (5) year contract with Matrix Absence Management, Inc. to provide third party administration services for Deschutes County's self - insured worker's compensation program. ATTENDANCE: Ken Harms DISTRIBUTION OF DOCUMENTS: One original copy to: Rick Bernstein VP Business Development Matrix Absence Management, Inc. 5225 Hellyer Ave. Suite 210 San Jose, CA 95138 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: 12/01/2009 Please complete all sections above the Official Review line. Department: Contractor /Supplier /Consultant Name: Contractor Contact: 9104 Rick Bernstein Risk Management Matrix Absence Mgmt. Inc. Contractor Phone #: '(408) 361- Type of Document: Services Agreement Goods and /or Services: Provides for third party administrator services for our self - insured worker's compensation program Background & History: Deschutes County has self- insured our worker's compensation program since the mid 80's. This is administered by contracting for third party administration services. These contracts are for a period of five (5) years. Agreement Starting Date: 11/01/2009 Annual Value or Total Payment: Ending Date: $43,500 Annual Max. ® Insurance Certificate Received (check box) Insurance Expiration Date: 11/06/2010 10/31/2014 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? 1 Yes ❑ No Is this a Grant Agreement providing revenue to the County? ❑ Yes ❑ No Special conditions attached to this grant: N/A 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: ❑ Yes ❑ No 12/1/2009 Contact information for the person responsible for grant compliance: Name: Phone #: ` j// S Departmental Contact and Title: Phone #: Department Director Approval: Signature l� lahb)0¶ 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): Z BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$25K but n$150K. if >$150K, BOCC Order No. Legal Review / '2-,.-t- Document Number � � 1 - 6 l C Date / z - 2 - 12/1/200C For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2009 -616 This Contract is between DESCHUTES COUNTY, acting by and through the Risk Management Department (Coun y) and Matrix Absence Management Inc. (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be November 1, 2009 or the date, o;i which each party has signed this Contract, whichever is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed performance or on October 31, 2014 whichever date occurs last. Contract termination shall not extinguish or prejudice County's right to enforce this Contract with respect to any default by Contractor that has not been cured. Statement of Work. Contractor shall perform the work described in Exhibit 1. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1. Contract Documents. This Contract includes Page 1 -9 and Exhibits 1, 2, 3, 4, 5 and 6. CONTRACTOR DATA AND SIGNATURE Contractor Address: Federal Tax ID# or Social Security #:77- 0493584 Is Contractor a nonresident alien? [Thies © No Business Designation (check one): ❑ Sole Proprietorship Corporation -for profit ❑ Corporation- non - profit ❑ Partnership ❑ Other, describe A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above. I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its termis N TE: Contr r shall also sign Exhibits 3 and 4 and, if applicable, Exhibit 6. kA- Signa ure -Ud� 2S Name (please print) Title l f Date DESCHUTES COUNTY SIGNATURE Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration greater than $25,000 but Tess than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County Commissioners. Dated this of , 20 Dated this of , 20_ DESCHUTES COUNTY DIRECTOR OF COUNTY ADMINISTRATOR Page 1 of 8 — Personal Services Contract No. 2009 -616 David Kanner DC-2009-6 6 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and manrer set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings and delive.ables submitted by Contractor. b. All Contractor billings are subject to the maximum compensation amount of this contract. c. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses, (See Exhibit 5). 1) If the maximum compensation amount is increased by amendment to this Contract, the amendment sl all be signed by both parties and fully executed before Contractor performs work subject to the amendment. 2) No payment shall be made for any services performed before the beginning date or after the expiration c ate of this contract. d. This Contract shall not be amended after the expiration date. e. Unless otherwise specifically provided in Exhibit 5, Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall i *emize and explain all expenses for which reimbursement is claimed. f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. g. Prior to approval or payment of any billing, County may require and Contractor shall provide any information which County deems necessary to verify work has been properly performed in accordance with the Contract. 3. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County. a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall const tute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and unless otherwise specified by the County the Contractor shall be responsible for the performance of the subcontracor. 4. No Third Party Beneficiaries. a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terrns. b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly descrbed as intended beneficiaries of this Contract. 5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the )arties and their successors and approved assigns, if any. 6. Early Termination. This Contract may be terminated as follows: a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any tine. b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contra :tor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow or the purchase of the indicated quantity of services as required in this Contract. 2) This Contract may be modified to accommodate the change in available funds. 3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the servil :es are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the - unding proposed for payments authorized by this Contract. Page 2 of 8 — Personal Services Contract No. 2009 -616 4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this Contract, and if County has no funds legally available for consideration from other sources. 5) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate the whole or any part of this Contract under any of the following conditions: 1) If the Contractor fails to provide services called for by this Contract within the time specified or any extension thereof. 2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the work so as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the County specifying such failure, the Contractor fails to correct such failure within 10 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, mares an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. 1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior to such termination, the Contractor shall give to the County written notice of the breach and intent to terminate. 2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination. 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. Provided however, County shall not pay Contractor for any obligations or liabilities incurred by Contractor after Contractor receives written notice of termination. b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, then the County shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract: 1) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred if payable according to this Contract and interest within the limits set forth under ORS 293.462, and 2) with respect to deliverable -based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, Tess previous amounts paid and any claim(s) that County has against Contractor. 3) Subject to the limitations under paragraph 8 of this Contract. 8. Remedies. In the event of breach of this Contract the parties shall have the following remedies: a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any obligatons or liabilities of either party already reasonably incurred prior to such termination. 1) Contractor may not incur obligations or liabilities after Contractor receives written notice of termination. 2) Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms. b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor, County may pursue any remedies available at law or in equity. 1) Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. 2) Additionally, County may complete the work either by itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of tl e total compensation provided under this Contract, then the Contractor shall be liable to the County for the am )unt of the reasonable excess. c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. Page 3 of 8 — Personal Services Contract No. 2009 -616 d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest, labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively; however, Contractor shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Contact. e. The passage of this Contract expiration date shall not extinguish or prejudice the County's or Contractor's rght to enforce this Contract with respect to any default or defect in performance that has not been cured. f. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 9. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless County expressly directs otherwise in such notice of termination. a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works- in- prcgress and other property that are or would be deliverables had this Contract been completed. b. Upon County's request, Contractor shall surrender to anyone County designates, all documents, research, objects or other tangible things needed to complete the work. 10. Work Standard. a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. b. For goods and services to be provided under this contract, Contractor agrees to: 1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; 2) comply with all applicable legal requirements; 3) comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; 4) take all precautions necessary to protect the safety of all persons at or near County or Contractor's facilities, including employees of Contractor, County and any other contractors or subcontractors and to protect the work and all other property against damage. 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of controlled substances while performing work under this Contract. 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement fo ° such expenses. a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performa ice of this contract. b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid, and shall not induce any mark -up unless the mark -up on expenses is specifically agreed to in this Contract. c. The cost of any subcontracted work approved in this Contract shall not be marked up. d. Contractor shall not bill County for any time expended to complete the documents necessary for reimburserr ent of expenses or for payment under this contract. e. The limitations applicable to reimbursable expenses are set forth in Exhibit "5," attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor and Contractor's employee and agents are subject to periodic criminal background investigations by County and, if such investigations di ;close criminal activity not disclosed by Contractor, such non - disclosure shall constitute a material breach of this Contra ,t and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later d ate as may be established by the County. Page 4 of 8 — Personal Services Contract No. 2009 -616 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as follows: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. c. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eigible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. 16. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by Contractor shall be support ed by documentation in Contractor's possession from third parties. 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. 1) All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, whichever is later. 2) If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. County and its authorized representatives shall have the right to direct access to all of Contractor's books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. 1) These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor's cost of preparing copies. 2) At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the Federal Government, and their duly authorized representatives, shall have license to enter upon Contractor's premises to access and inspect the books, documents, papers, computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract. 3) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense, make the above records available at a location acceptable to the County. 18. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product ") is the exc.usive property of County. Work Product is limited to and applies only to information and data provided by or directly relating to the County workers' compensation program and does not apply to any data, programs, processes, methods or means and such data, compilations of data, designs, discoveries, formulas, inventions, products, computer node, computer programs, software, plans, procedures, improvements, developments, drawings, specifications, memoranda, notes, reports, documents, manuals, information, and any other materials or derivatives whin are proprietary to Contractor and which were the property of Contractor prior to the effective date of this Agreement, and the County shall have no ownership interest therein. a. County and Contractor intend that such Work Product be deemed "work made for hire" of which County sh 311 be deemed author. b. If, for any reason, the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assicins to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from cop: right, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. c. Contractor shall execute such further documents and instruments as County may reasonably request in or ler to fully vest such rights in County. Page 5 of 8 — Personal Services Contract No. 2009 -616 d. Contractor forever waives any and all rights relating to Work Product, 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. e. County shall have no rights in any pre- existing work product of Contractor provided to County by Contractor in the performance of this Contract except an irrevocable, non - exclusive, perpetual, royalty -free license to copy, use and re -use any such work product for County use only. f. If this Contract is terminated prior to completion, and County is not in default, County, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver all partially completed work products, reports or documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract. g. In the event that Work Product is deemed Contractor's Intellectual Property and not "work made for hire," Contractor hereby grants to County an irrevocable, non - exclusive, perpetual, royalty -free license to use, 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 County's behalf. h. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County's behr,ilf and in the name of the County, an irrevocable, non - exclusive, perpetual, royalty-free license to use, 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 County's behalf. 19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the following URL address: http: / /www.co. deschutes. or. us / dccode /Title2 /html /Chapter2.37.htm. 20. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 21. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right cf any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph a of this paragraph; however neither contractor nor any attorney engaged by Contractor shall defend the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County's legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. 22. Waiver. a. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract sha' not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilE ge. b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 23. Governing Law. This Contract shall be governed by and construed in accordance with the Taws of the State of On Egon without regard to principles of conflicts of law. a. Any claim, action, suit or proceeding (collectively, "Claim ") between County and Contractor that arises frog n or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Desct..rtes Page 6 of 8 — Personal Services Contract No. 2009 -616 County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregcn. b. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 24. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, 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 term or provision held invalid. 25. 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 th€ same counterpart. Each copy of this Contract so executed shall constitute on original. 26. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties he!•eto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the designated person or representative. b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting mr,3chine generates receipt of the transmission. To be effective against County, such facsimile transmission st all be confirmed by telephone notice to the County Administrator. c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: 'Rick Bernstein Vice President 5225 Hellyer Avenue, Suite 210 San Jose, CA 95138 Fax No. 408 - 361 -9102 To County: David Kanner County Administrator 1300 NW Wall Street, Suite 200 Bend, Oregon 97701 Fax No. 541- 385 -3202 27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. a. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 28. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.). 29. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 4, 5, 8, 9, 15, 17, 18, 20 -27, 28 and 30 -31. 30. Representations and Warranties. a. Contractor's Representations and Warranties. Contractor represents and warrants to County that: 1) Contractor has the power and authority to enter into and perform this Contract; 2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; 3) Contractor has the skill and knowledge possessed by well - informed members of its industry, tray a or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Wor : in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profess ion; 4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, anc duly licensed to perform the Work; Page 7 of 8 — Personal Services Contract No. 2009 -616 5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and 6) Contractor's making and performance of this Contract do not and will not violate any provision of any applicable law, rule or regulation or order of any court, regulatory commission, board or other administrative agency. b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any other warranties provided Page 8 of 8 — Personal Services Contract No. 2009 -616 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -616 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: A. Claim Administration 1. Receive all pertinent claim information from Client. 2. Review and determine compensability of each claim based upon information made available by Client and other sources. 3. Provide 3 -point contact within 48 hours with claimant, employer and attending physician for time - loss and delayed cases only. 4. Provide claimants with notices of benefit entitlement. 5. Determine amounts of disability compensation due to claimants. 6. Determine reasonableness of amount of medical bills presented for payment through the use of a selected service provider. 7. Subject to terms of Article 5, item 5.4 (a) of this Agreement, disburse payments for workers' compensation benefits and Allocated Adjustment Expenses as defined in Addendum B. 8. Review case reserves every 30 days to ensure accuracy. 9. Calculate estimated future claim payment on an ongoing basis. 10. Return phone calls within 24 hours. 11. Maintain contact with attending physician, claimant and employer on an ongoing basis. 12. Utilize agreed -upon independent medical consultants, as necessary, to expedite return to work and make recommendations for further care. 13. Engage investigators, as necessary, to develop pertinent information on claims filed. 14. Engage legal counsel, as deemed necessary, to represent Client in litigated claims. 15. Consult with Client's legal counsel engaged to handle Workers' Compensation claims and assist such counsel in handling and evaluating Workers' Compensation claims, such assistance to include, without limitation, evaluation and assessment of claims, preparation of claims reports and litigation preparation and assistance in anticipation of trial. 16. Provide notification of all required information to excess insurance carriers as instructed by Client. 17. Administrator will participate and assist Client in coordination of this program with other associated disability and medical programs. 18. Maintain records in accordance with legal requirements. B. Reporting 1. Matrix will provide Client a report showing the status of each claim assigned, the total reserved amount, the total payments made, and the unpaid reserves on each claim. In addition, Matrix will furnish a single set of loss analysis reports, at no additional costs, along with a checks issued register. The information will be furnished to the Client via email. 2. Any additional reports or reformatting of standard reports will be furnished in accordance to Matrix's ability to produce the report in a reasonable amount of time at an additional fee as outlined in Exhibit B. 3. Matrix will provide designated Client representatives access to its E- Reporting system from which they can access information and complete their own report requests. Client is responsible for all hardware and software required to access the Internet connection. Per user fees for this service are outlined in Exhibit B. Page 1 of 1 - Exhibit 1 — Personal Service Contract No.2009 -616 2. County Services. County shall provide Contractor, at county's expense, with material and services described as follows: Not Applicable 3. Consideration. a. County shall pay Contractor on a fee - for - service basis at the rate of: ,y,+' {§ /�3 �°i+: ik.�'`F(� �� �, b, Fd t',� � y [j,1va' i (t "6'I Indemnity $950 per claim Medical Only $150 per claim Incident Only $45 per claim Take over Fee — Indemnity $475 per claim Take over Fee — Medical Only $50 per claim Data Conversion Fee — One Time $5,000 Administration — Annual Account Management $5,000 Two Onsite Claim Reviews per year Included Access to online claims system, eServices Included Rate Guarantee 2 Years. Future increases limited to 3.5% each year through the contract period. Escrow Bank Account Management Fee Included Claim Reporting (telephonic, or web) Included Web Reporting Included Workers' Compensation - Medical Only Claims Evaluate and adjudicate work - related claims involving medical treatment only. Claims will be adjudicated according to statutory state requirements and corporate guidelines. The guidelines anticipate: • Investigation sufficient to determine claim type and compensability • No subrogation is required • Lost days do not exceed statutory waiting period • No payments for indemnity and vocational rehab • No loss notices, captioned reports, client meetings or settlement authority is required • Payments on claims do not exceed $2,500 • Claim remains active for no more than six months Services provided beyond the guidelines stated above will be considered indemnity cases and will be on a contract basis only. Page 2 of 1 - Exhibit 1 — Personal Service Contract No.2009 -616 Workers' Compensation - Indemnity Claims Investigate, evaluate and adjudicate work - related claims involving disability and /or payment of medical and other expenses. Claims will be adjudicated according to statutory state requirements and corporate guidelines. Expenses for Allocated Loss Adjustment Expenses not included as part of the Administration fees are listed below: Network and related service fees Fee ISO Claim Search (ISO), Child Support Lien Network, & Office of Foreign Asset Control (OFAC) Search $15.00 Bill Review $12.50 per bill First Health Network 25% of savings Fee for Service Program 25% of savings Non - network negotiation program 25% of savings Utilization Review — Nurse review $98.50 per review Utilization Review — Physician review including appeals $225 per review Medical Consulting Fees (Coventry's physicians for case review) $225 an hour Bill Review Ad Hoc Reports (Non Standard Requiring Special Programming) $325 Medicare Required Reporting $9 initial fee per claim plus $9 each time the claim is sent on the Claim File. First Script Costs — except for CA, price will be calculated at First Script rate or state fee schedule, whichever is lower. CA will be priced at CA Fee Schedule rates. • Retail Retail Brand AWP -5% + $4.75 dispensing fee Cost Brand AWP -5% + $4.75 dispensing fee + $2.00 bill review fee retail • Retail Generic AWP -25% + $4.75 dispensing fee + $2.00 bill review fee • Mail Order Home Delivery Brand AWP -8% +$4.50 dispensing fee + $2.00 bill review fee • Mail Order Generic Home Delivery Generic AWP -35% + $4.50 dispensing fee + $2.00 bill review fee ,ha �s 4 gc4x, g "K' 9 F�S.if4Y'��Ma�r 994 gg� Not included in Administration fees and shall include, but not be limited to: • Legal Fees • Professional Photographs • Extraordinary costs for witness statements • Medical Records • Experts' rehabilitation costs • Fees for service of process ■ Mananari r..ara (riasrrihari ahnval Page 3 of 1 - Exhibit 1 — Personal Service Contract No.2009 -616 • Medical Examinations • Extraordinary Travel made at client's request • Sub rosa investigation • Official documents and transcripts • Pre- and post - judgment interest paid • Subrogation • Court reports • Collection cost payable to third parties on subrogation • Any other similar cost, fee or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a claim or Toss which must have the explicit prior approval of the client • Outside Investigation • Litigation Management b. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 ❑ YES © NO [Check one] 4. The maximum compensation. a. The maximum compensation under this contract, including allowable expenses, is $43,500 per year. b. Contractor shall not submit invoices for, and County shall not pay for any amount in excess of the maximum compensation amount set forth above. 1) If this maximum compensation amount is increased by amendment of this contract, the amendment shall be fully effective before contractor performs work subject to the amendment. 2) Contractor shall notify County in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date. 5. Schedule of Performance or Delivery. a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with the following schedule: Contractor will provide the services listed in Exhibit 1 and administer the County's self- insured worker':, compensation program in accordance with Oregon Administrative Rules Chapter 436, Division 60. Contractor will provide monthly billings for the services provided. b. County will only pay for completed work that conforms to this schedule. Page 4 of 1 - Exhibit 1 — Personal Service Contract No.2009 -616 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -616 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary or non - contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name: Matrix Absence Management Inc. Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all j subcontractors to provide workers' compensation coverage for all subject workers, or provide certification of exempt status. Employer's Liability Insurance with coverage limits of not less than $500,000 must be included. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit Annual Aggregate limit ❑ $500,000 ❑ $1,000,000 ❑ $2,000,000 ❑ $500,000 ❑ $1,000,000 ❑ $2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after this contract is completed. ❑ Required by County IN Not required by County (one box must be checked) Commercial General Liability insurance with a combined single limit of not less than: Per Single Claimant and Incident All Claimants Arising from Single Incident ® Oregon Tort Claims Act limits ® Oregon Tort Claims Act limits ❑ $1,000,000 ❑ $2,000,000 ❑ $2,000,000 ❑ $3,000,000 Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. The Oregon Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies, including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1 every year. By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. ® Required by County ❑ Not required by County (One box must be checked) Page 1 of 2 - Exhibit 2 - Personal Service Contract No. 2009 -616 Automobile Liability insurance with a combined single limit of not less than: Per Occurrence $500,000 ❑ $1,000,000 ❑ $2,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business. © Required by County ❑ Not required by County (one box must be checked) Additional Requirements. Contractor shall pay all deductibles and self- insured retentions. A cross - liability clause or separation of insured's condition must be included in all commercial general liability policies required by th s Contract. Contractor's coverage will be primary in the event of Toss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contract. The Certificate shall provide that there shall be no cancellation, termination, material change or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor's insurer to the County. The Certificate shall also state the deductible or, if applicable, the self- insured retention level. For commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor's services provided under this Contract. The endorsement must be in a format acceptable to Deschutes County. If requested, complete copies of insurance policies shall be provided to the County. Risk .na• ent view Date ///d' Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -616 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -616 CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a [check one]: SI Corporation ❑ Limited Liability Company ❑ Partnership authorized to do business in the State of Oregon. Signature Title Date B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. Contractor certifies under penalty of perjury that the following statements are true: 1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and 2. Contractor represents to the public that the Tabor or services Contractor provides are provided by en independently established business registered with the State of Oregon, and 3. All of the statements checked below are true. NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an Independent Contractor. A. The labor or services I perform are primarily carried out at a location that is separate from rry residence or primarily carried out in a specific portion of my residence that is set aside as the location of the business. B. I bear the risk of loss related to the business or provision of services as shown by factors such as: (a) fixed -price agreements; (b) correcting defective work; (c) warranties over the services or (d) indemnification agreements, liability insurance, performance bonds or professional liability insurance. C. I have made significant investment in the business through means such as: (a) purchasing necessary tools or equipment; (b) paying for the premises or facilities where services are provided; or (c) paying for licenses, certificates or specialized training. D. I have the authority to hire other persons to provide or to assist in providing the services and if necessary to fire such persons. E. Each year I perform labor or services for at least two different persons or entities or I routinely engage in business advertising, solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services. Contractor Signature Date Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -616 C. Representation and Warranties. Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. Contractor has the power and authority to enter into and perform this contract; 2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceab e in accordance with its terms; 3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards; and 4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and du y licensed to perform the services. 5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in OR 3 305.380(4), 6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to ary consideration and payments paid to Contractor under this contract; and 7. Contractor has not discriminated against minority, women or small business enterprises in obtaining ary required subcontracts. gityt Contractor Signature Date Page 2 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -616 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -616 Workers' Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers' Compensation coverage requirements) Contractor is exempt from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following reas:m (check the appropriate box): ❑ SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall not hire employees to perform this contract. ❑ CORPORATION - FOR PROFIT • Contractor's business is incorporated, and • All employees of the corporation are officers and directors and have a substantial ownership interest* in tie corporation, and • The officers and directors shall perform all work. Contractor shall not hire other employees to perform t is contract. ❑ CORPORATION - NONPROFIT • Contractor's business is incorporated as a nonprofit corporation, and • Contractor has no employees; all work is performed by volunteers, and • Contractor shall not hire employees to perform this contract. ❑ PARTNERSHIP • Contractor is a partnership, and • Contractor has no employees, and • All work shall be performed by the partners; Contractor shall not hire employees to perform this contract, and • Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto. ❑ LIMITED LIABILITY COMPANY • Contractor is a limited liability company, and • Contractor has no employees, and • All work shall be performed by the members; Contractor shall not hire employees to perform this contract, anc • If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto. *NOTE: Under OAR 436 - 050 -050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders. "NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption reques: is accepted from a contractor who shall perform construction work. Contractor Printed Name Contractor Title • ractor Signature Dat Page 1 of 1 - Exhibit 4 - Personal Services Contract No. 2009 -616 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -616 Expense Reimbursement 1. Travel and Other Expenses. (When travel and other expenses are reimbursed.) a. It is the policy of the County that all travel shall be allowed only when the travel is essential to the norm 31 discharge of the County responsibilities. 1) All travel shall be conducted in the most efficient and cost effective manner resulting in the best value to the County. 2) Travel expenses shall be reimbursed for official County business only. 3) County shall not reimburse Contractor for any item that is not otherwise available for reimburseme it to an employee of Deschutes County per Deschutes County Finance Policy F -1, "REIMBURSEMENT FOR MISCELLANEOUS EXPENSES AND EXPENSES INCURRED WHIL E TRAVELING ON COUNTY BUSINESS," dated 11/8/06. 4) County may approve a form other than the County Employee Reimbursement Form for Contractor 0 submit an itemized description of travel expenses for payment. 5) Personal expenses shall not be authorized at any time. 6) All expenses are included in the total maximum contract amount. b. Travel expenses shall be reimbursed only in accordance with rates approved by the County and orly when the reimbursement of expenses is specifically provided for in Exhibit 1, paragraph 3 of this contract. c. The current approved rates for reimbursement of travel expenses are set forth in the above described policy. d. County shall not reimburse for any expenses related to alcohol consumption or entertainment. e. Except where noted, detailed receipts for all expenses shall be provided. f. Charge slips for gross amounts are not acceptable. g. County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to an employee of Deschutes County. 2. Approved reimbursements: a. Mileage. Contractor shall be entitled to mileage for travel in a private automobile while Contractor is acting within the course and scope of Contractor's duties under this Contract and driving over the mcst direct and usually traveled route to and from Bend, Oregon. 1) Reimbursement for mileage shall be equal to but not exceed those set by the United States General Services Administration ( "GSA ") and are subject to change accordingly. 2) To qualify for mileage reimbursement, Contractor shall hold a valid, current driver's license for the class of vehicle to be driven and carry personal automobile liability insurance in amounts not le 'is than those required by this contract. 3) No mileage reimbursement shall be paid for the use of motorcycles or mopeds. b. Meals. 1) Any reimbursement for meals shall be for actual cost of meals incurred by Contractor while actiqg within the course and scope of Contractor's duties under this contract. 2) For purposes of calculating individual meals where the Contractor is entitled only to a partial d 3y reimbursement, the following maximum allocation of the meal expenses applies: a) Breakfast, $10; b) Lunch, $12; c) Dinner, $22. 3) Except in the event of necessary overnight travel as provided below, partial day meal expenses shall be reimbursed as follows and only while Contractor is acting within the course and scope of Contractor's duties under this contract: a) Breakfast expenses are reimbursable if Contractor is required to travel more than two (2) hou before the start Contractor's regular workday (i.e. 8:00 a.m.). b) Lunch expenses are reimbursable only if Contractor is required to travel overnight and begins the journey before 11:00 am or ends the journey after 11:00 a.m. c) Dinner expenses are reimbursable only if Contractor is required to travel more than two (2) hours after Contractor's regular workday (i.e. 5:00 p.m.). Page 1 of 2 - Exhibit 5 to Personal Services Contract No. 2009 -616 4) Breakfast and dinner expenses are reimbursable during Contractor's necessary overnight travel while acting within the course and scope of Contractor's duties under this contract and shall not exceed those set by the GSA. and are subject to change accordingly. c. Lodging. 1) County shall reimburse Contractor for Contractor's actual cost of lodging necessary to provice service to the County and shall not exceed the maximum lodge set by the GSA for Bend, Oregon. 2) Reimbursement rates for lodging are not considered "per diem" and receipts are required f or reimbursement. d County shall not reimburse Contractor in excess of the lowest fair for any airline ticket or vehicle rent 31 charges. 3. Exceptions. Contractor shall obtain separate written approval of the County Administrator for any exceptions to the expense items listed above prior to incurring any expense for which reimbursement shill be sought. Page 2 of 2 - Exhibit 5 to Personal Services Contract No. 2009 -616 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -616 Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor by signature to this Contract declares certifies that; Contractor's Work to be performed under this Contract create no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations ;>f Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under ths Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used n ORS 30.265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any persc n for influencing or attempting to influence an officer or employee of any agency, a member of Congress, n officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into i)f any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit Standard Form -LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. 1) Standard Form -LLL and instructions are located in 45 CFR Part 93 Appendix B. 2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condition of this Contract also file a copy of the Standard Form -LLL with the Department. 3) This filing shall occur at the same time as the filing in accordance with the instructions. b. Contractor understands this certification is a material representation of fact upon which the County and the Department has relied in entering into this Contract. Contractor further understands that submission of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. c. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. d. Contractor shall include the language of this certification in the award documents for all sub - awards at all tiers (including subcontracts, sub - grants, and contracts under grants, loans and cooperati 'e agreements) and that all sub - recipients shall certify and disclose accordingly. e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. f. Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification. 3. Contractor understands that, if this Contract involves federally appropriated funds, this certification is a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed )y Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall >e subje t- iaacivil penal of not less than $10,000 and not more than $100,000 for each failure. actor Signature IA. - 22- «o-z Date Page 1 of 1 - Exhibit 6 to Personal Services Contract No. 2009 -616 _.._.__... _. - ._ ACORDT. CERTIFICATE OF LIABILITY Is Iva 1M INSURANCE M/DON'YY) 11 /19 / 11/19/09 TYPE OF INSURANCE PRODUCER CBIZ Benefits & Ins of PA 401 Plymouth Road, Suite 200 P 0 Box 1000 Plymouth Meeting, PA 19462 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Reliance Standard Life Ins Co Matrix Absence Management inc. Delphi Financial Group Inc. Delphi Capital Management Inc. eta( INSURER A: Great Northern Insurance Co. 20303 INSURER B: Federal Insurance Co. 20281 INSURER C: Vigilant Insurance Co. 11/06/10 INSURER D: 51,000,000 INSURER E: $1,000,000 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD 'L NSRC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MOONY) POLICY EXPIRATION DATE (MMDD/YY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 35282917 11/06/09 11/06/10 EACH OCCURRENCE 51,000,000 PREMISES (Ea RENTED $1,000,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRO- POLICY -1 POLICY -� LOC PRODUCTS - COMP /OP AGG $2,000,000 B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 73248589 11/06/09 11/06/10 COMBINED SINGLE LIMIT (Ea acddent) $1,000,000 BODILY INJURY (Per person) $ X X --y—�� " BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) s GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY' AGG $ B EXCESSIUMBRELLA ..J X LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ 0 79607778 11106109 11/06/10 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ A C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes. describe under SPECIAL PROVISIONS below 71617034 Multi State 70617036 California 11106109 11/06/09 11106110 11/06/10 X l OR IMIT- OTH- TORY I IM1T5 ER E.L. EACH ACCIDENT $5500,000 E.L. DISEASE • EA EMPLOYEE s500,000 E.L. DISEASE - POLICY LIMIT $5500,000 OTHER DESCRIPTION OF OPERATIONS /LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Deschutes County, its agents, officers, employees and volunteers are included as additional insureds CERTIFICATE HOLDER CANCELLATION Deschutes County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ! XPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAY: WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO :O SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGE ITS OR REPRESENTATIVES. ACORD 25 (2001108) 1 of 2 #S316964/M316294 AUTHORIZED REPRESENTATIVE CBIZ Insurance Services, Inc. PMK © ACORD CORPOR, JTION 1988 Property Insurance Schedule of Forms Policy Period Effective Date Policy Number insured NOVEMBER6, 2009 TO NOVEMBER6, 2010 N OVEMBER6.2009 3528 -29 -1 PHL DELPHI FINANCIAL GROUP, INC. Name of Company GREAT NORTHERN INSURANCECOMPAN Y Date Issued DECEMBER14, 2009 The following is a schedule of forms issued as of the date shown above: Form Number 17 -02 -5205 17 -02 -3065 17 -02 -3066 17 -02 -3068 17 -02 -3069 17 -02 -3107 17 -02 -5070 17-02-5200 17 -02 -5220 17 -02 -5260 17 -02 -5275 17 -02 -7506 80 -02 -1303 80-02 -1324 80 -02 -1428 80 -02 -1658 80 -02 -1933 80 -02 -5603 Edition Date Form Name 7 -03 PROPERTY DECLARATIONS 7 -03 PROPERTY DAMAGE EXTORTION 6 -05 RENTAL INCOME 7 -03 EXTRA EXPENSE 6 -05 BLDG & PERS PROPERTY 7 -03 EDP PROPERTY 7 -03 ACCT REC, FINE ARTS, VALUABLEPAPERS 6 -05 PROP /BI CONDITIONS AND DEFINITIONS 6 -05 DFI - SUPPLEMENTARYDECLARATIONS 7 -03 SUPPLEMENTARYDEC.- RENTAIINCOME 5 -04 ELECTRONICDATA AND PERIL CHANGES 6 -08 ORII OR LAW & EXISTING GREEN STANDARDS LPB 10 -06 ADD'LPERIL -EQ LIMIT/DEDOR WAITING PERIOD 10-06 WINDSTORM/ HAIL DEDUCTIBLEOR WAITING PERIOD 10 -06 ADD'LPERIL -FLOOD L1MIT /DEDOR WA1T.PERIOD 12 -07 CAP ON CERT. TERRORISMLOSSES (ALL PREMISES) 7 -03 AMENDED CONDITIONS -NEW YORK MANDATORY 8 -06 NY MANDATORY -SPECIAL PROVISION FUNGUS Reference Copy Form 60- 02- 199$'ED. 6 -95) Schedule of Forms Effective Date 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 1 1/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 11/06/09 Date Issue i 12/07/0 ) 12/07/(,) 12/07/( 9 12/07/( 9 12/07/( 9 12/07/( 9 12/07/( 9 12/07/1 9 12/07/( 9 12/07/( 9 12 /07 /e 9 12/07/ 9 12/07/9 12/07/19 12/07/19 12/07/, )9 l 2/0709 12/071 )9 l stpage Pa re 1 Liability Insurance Schedule of Forms Policy Period Effective Date Policy Number Insured NOVEMBER6, 2009 TO NOVEMBER 6, 2010 NOVEMBER6.2009 3528- 29 -11PHL DELPHI FINANCIAL GROUP, INC. Name of Company GREATNORTHERNINSURANCECOMPANY Date Issued DECEMBERI4, 2009 The following is a schedule of forms issued as of the date shown above: Form Number 17 -02 -3020 17 -02 -3080 17-02-3140 17 -02 -3141. 17 -02 -3308 80 -02 -6403 80 -02 -2023 80-02 -2347 80 -02 -2349 80 -02 -2367 80 -02 -2410 80 -02 -2717 80 -02 -6528 80 -02 -6541 80- -02 -6991 Edition Date Form Name Effective Date Date Issueel 2 -98 GENERAL LIABILITY DECLARATIONS 4 -01 GENERAL LIABILITY 4 -01 EXCLUSION -CONSTRUCTIONLOAN 2 -98 SECURITIES AND TRADE PRACTICESEXCLUSION 4 -01 EXCLU SION -FORECLOSU RE,TRUST, LEASING 12-07 CAP ON CERTIFIED TERRORISMLOSSES 4 -94 STOP GAP -OHIO 4 -94 EXCLUSION -PROFES SION A LLIABILITY 4 -94 EXCLUSION -SEXUAL ABUSE OR MOLESTATION 4 -01 ADD 'LINSURED- DESIGNATEIYERSON /ORGANIZATION 2 -98 EXCLUSION -REAL ESTATE DEVELOPMENT 2 -06 NEW YORK MANDATORY 4 -05 EXCLUSION -INFORMATIONDISTRIBUTION LAWS 3 -05 CONDITION -PREMIUM AUDIT 1 -09 NY MAND- DUTYTO REPORTCLAIMS/NOTICEOF LOSS Reference Copy 11/06/09 12/07/0 ) 11/06/09 12/07/0) 11/06/09 12/07/0) 11/06/09 12/07/c 11/06/09 12/07/0 ) 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/ 14/(' 9 11/06/09 12/07/( 9 11/06/09 12/07/( 9 11/06/09 12/07/( 9 11/06/09 12/07/1 9 11/06/09 12/07/19 la f page Form 80- 02- 299qED, 6 -95) Schedule of Forms Pat 31 Liability Insurance Declarations Named Insured and Mailing Address DELPHI TINANCIALGROUP, INC. 2001 MARKET STREET, SUITE 1500 PHILADELPHIA,PA 19] 00 Producer No. 0051949 -99999 Producer CBIZ INSURANCESERVICES, IN C. 401 PLYMOUTH RD, STE 200 PLYMOUTH MEETING, PA 19462 -0000 Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Policy Number 3528- 29 -1PHL Effective Date NOVEMBER6, 2009 Issued by the stock insurance company indicated below, herein called the company. GREAT NORTHERN INSURANCE COMPANY Incorporated under the laws of INDIANA Policy Period From: NOVEMBER6, 2009 To: NOVEMBER6, 2010 12:01 A.M. standard time at the Named Insured'smailing address shown above. Foreclosure Liability Reporting Period: t Trust Liability Reporting Period: GENERALLIABILITY NOT APPLICABLE NOT APPLICABLE GENERAL AGGREGATE LIMIT $ 2,000,000 (PRODUCTS AND COMPLETEDOPERATIONS ARE SUBJECT TO THE GENERAL AGGREGATE) EACH OCCURRENCELIMIT ADVERTISINGINJURY AND PERSONAL INJURY AGGREGATE LIMIT MEDICAL EXPENSES LIMIT DAMAGE TO PREMISES RENTED TO YOU LIMIT Liability Insurance Issue Date: DECEMBER 14,erenCe Copy $ 1,000,000 $ 1,000,000 $ 10,000 $ 1,000,000 Form 17- 02- 302Q'Rev. 2 -98) Declarations contin ed Page 1 Coverage Summary (continued) STOP GAP -OHIO AGGREGATE LIMIT BODILY INJURY BY ACCIDENT - EACH ACCIDENT LIMIT BODILY INJURY BY DISEASE - EACH EMPLOYEELIMIT DEDUCTIBLE DESIGNATED STATE Liability Insurance Issue Date: DECEMBER 14,erence Copy $ 500,000 $ 500,000 $ 500,000 0 OF 10 last pat 9 Form 17- 02- 302aRev. 2 -98) Declarations Page ' Liability Insurance Endorsement Policy Period NOVEMBER6, 2009 TO NOVEMBER6, 2010 Effective Date NOVEMBER6, 2009 Policy Number 3528- 29 —IPHL Insured DELPHI FINANCIAL GROUP, INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued DECE.MBER14, 2009 Nla This Endorsement applies to the following forms: GENERAL LIABILITY Under Who I.s An insured, the following provi sion is added: Who Is An insured ^:rye .... i. ...... ..+.2.,_ DesignatedPerson Or Any person or organization designated below is an insured; but they are insureds only with respr ct to liability arising out of your operations or premises owned by or rented to you. Organization Designated Person Or Organization DESCHUTESCOUNTY 1300 NW WALL STREET STE., 200 BEND, OR 97701 All other terms and conditions remain unchanged. Authorized Representative a/W.4, Liability Insurance Additional insured - Designated Person Or Organization Form 80- 02- 2367(Rev. 4 -01) Endorsement last F ige Pag 1 Policy Conditions Schedule of Forms Policy Period Effective Date Policy Number Insured NOVEMBER6, 2009 TO NOVEM:BER6, 2010 NOVEMBER6, 2009 3528 -29 -1 PHL DELPHI FINANCIAL GROUP, INC. Name of Company GREAT NORTHERN INSURANCECOMPANY Date Issued DECEMBER I4, 2009 The following is a schedule of forms issued as of the date shown above: Form Number 80 -02 -9090 80 -02 --9301 80 -02 -9310 80 -02 -9716 80 -02 -9800 99 -10 -0872 Edition Date Form Name Effective Date Date Issued 6 -05 COMMON POLICY CONDITIONS 2 -98 NAMED INSURED 4 -94 MANUSCRIPT -RATE LOCK ENDORSEMENT 10-05 NY MAND AMENDED CANCEL/NONRENEWAL /CONI7RENL 12 -08 INSURING AGREEMENT 6 -07 AOD POLICYH:OLDERNOTICE Form 80- 02- 9999(ED. 6 -95) Schedule of Forms Reference Copy 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/07/09 11/06/09 12/07/09 last pad e Page 1 Liability Insurance Declarations Named Insured and Mailing Address DELPHI FINANCIALGROUP, INC. 2001 MARKET STREET, SUITE 1500 PHILADELPHIA,PA 19100 Producer No. 0051949 -99999 Producer CBIZ INSURANCE SERVICES, INC. 401 PLYMOUTH RD, STE 200 PLYMOUTH MEETING, PA 19462 -0000 Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Policy Number 3528- 29 - -1PHL Effective Date NOVEMBER 1, 2009 Issued by the stock insurance company indicated below, herein called the company. GREAT NORTHERN INSURANCE COMPANY Incorporated under the laws of INDIANA Policy Period From: NOVEMBER6, 2008 To: NOVEMBER6, 2009 12:01 A.M. standard time at the Named Insured'smailing address shown above. Foreclosure Liability Reporting Period: NOT APPLICABLE Trust Liability Reporting Period: GENERALLIABILITY NOT APPLICABLE GENERAL AGGREGATE LIMIT $ 2,000,000 (PRODUCTS AND COMPLETEDOPERATION S ARE SUBJECT TO THE GENERAL AGGREGATE) EACH OCCURRENCEL1MIT ADVERTISING INJURY AND PERSONAL INJURY AGGREGATE LIMIT MEDICAL EXPENSES LIMIT DAMAGE TO PREMISES RENTED TO YOU LIMIT Liability Insurance issue Date: DECEMBER 14,erefce Copy 1,000,000 1,000,000 $ 10,000 $ 1,000,000 last bac a Form 17- 02- 3024Rev. 2 -98) Declarations Page Liability Insurance Endorsement Policy Period NOVEMBER6, 2008 TO NOVEMBER6, 2009 Effective Date NOVEMBER I, 2009 Policy Number 3528- 29 -1PFIL Insured DELPHIFINANCIALGROUP, INC. Name of Company GREAT NORTHERN1NSURANCECOMPANY Date Issued DECEMBERI4, 2009 ,PIA'.P.6fn^,I� • -... m.4s.�..r.'a "�icC s f :7?.�'r3!FT �r:sd.� Y:; 1,.. ._.�'c k.::: •;rrdote.e .:.2me This Endorsementapplies to the following forms: GENERAL LIABILITY Who Is An Insured ScheduledPerson Or Organization Under Who is An Insured, the following provi si.on is added: Subject to all of the terms and conditions of this insurance, any person or organization shown in the Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: assumption of liability by them in a contract. or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. damages arising out of their sole negligence. Schedule DESCHUTESCOUNTY 1300 NW WALL STREET STE., 200 BEND, OR 97701 Liability Insurance Additional Insured - Scheduled ficeli{iyp e Form 80- 02- 2367(Rev. 8 -04) Endorsement continue I Page Liability Endorsement (continued) Liability Insurance All other terms and conditions remain unchanged. Authorized Representative Additional Insured - Scheduled Persclit@rf @yr, q wCopy Form 80- 02- 2367(Rev. 8 -04) Endorsement last page Page