HomeMy WebLinkAboutJail Project Agrmt - Heery
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2008-170
This Contract is between DESCHUTES COUNTY (County) and HEERY INTERNATIONAL INCORPORATED
(Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be April 18, 2008, or the date on 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 December 31, 2010,
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 Pages 1-9 and Exhibits 1, 2, 3, 4, 5 and 6.
CONTRACTOR DATA AND SIGNATURE
Contractor Address: 319 Southwest Washington Street, Suite 1100, Portland OR 97204
Federal Tax ID# or Social Security #580827945:
Is Contractor a nonresident alien? Yes X No
Business Designation (check one):
X Corporation-for profit
Sole Proprietorship
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
terms. NOTE: Contractor shall also sign Exhibits 3 and 4 and, if applicable, Exhibit 6.
__________________________________________ President_________________________
Signature Title
Bill Heights_________________________________ _________________________________
Name (please print) Date
DESCHUTES COUNTY SIGNATURE
DATED this ______________day of _____________________ 2008 for the Deschutes County Board of commissioners.
ATTEST:
_______________________
Recording Secretary
DENNIS R. LUKE, Chair
TAMMY (BANEY) MELTON, Vice Chair
MICHAEL M. DALY, Commissioner
For Recording Stamp Only
REVIEWED
______________
LEGAL COUNSEL
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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 as set forth in Exhibit 1.
a. Payments shall be made to Contractor following County’s review and approval of billings submitted by Contractor.
Contractor shall also submit copies of other billings for work performed under this Contract when such bills are to
be paid by other parties.
b. These other 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 shall be
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 date
of this contract.
d. This Contract shall not be amended after the expiration date.
e. 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 itemize and explain all expenses for which reimbursement is
claimed.
f. All invoices submitted by Contractor shall describe all work performed with particularity and by whom it was
performed and shall itemize and explain all expenses for which reimbursement is claimed.
g. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice.
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 that
shall be attached to the original contract.
a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute 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 the Contractor
shall be responsible for the performance of the subcontractor.
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 terms.
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 described 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 parties
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 time.
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 Contractor, 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 for 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.
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3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services
are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the
funding proposed for payments authorized by this contract.
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, makes 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.
b. County shall not, however, pay Contractor for any obligations or liabilities incurred by Contractor after Contractor
receives written notice of termination.
c. 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 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, less previous amounts paid and any claim(s) that
County has against Contractor. In no event shall County be liable to Contractor for any expenses related to
termination of this Contract or for anticipated profits.
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 obligations 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 itself, by agreement with another Contractor, or by a
combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total
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compensation provided under this Contract, then the Contractor shall pay to the County the amount of the
reasonable excess.
c. In addition to the remedies in paragraphs 6 through 8 of this Contract for a breach by the Contractor, the County
also shall be entitled to any other equitable and legal remedies that are provided by law.
d. If previous amounts paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall
repay any excess to County upon demand.
e. If the County breaches this Contract, Contractor’s sole monetary remedy shall be
1) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within
any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the
limits set forth under ORS 293.462, and
2) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied
by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s)
that County has against Contractor. In no event shall County be liable to Contractor for any expenses related
to termination of this Contract or for anticipated profits.
f. 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.
g. For any delay in performance as a result of the events described in subparagraph f., Contractor shall be entitled
to additional reasonable time for performance that shall be set forth in an amendment to this Contract.
h. The passage of this Contract expiration date shall not extinguish or prejudice the County’s or Contractor’s right to
enforce this Contract with respect to any default or defect in performance that has not been cured.
i. 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-
progress 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 drugs 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 for such
expenses.
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a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of
this contract.
b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid, and shall not include 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 reimbursement
of expenses or for payment under this contract.
e. The maximum amounts for certain reimbursable expenses are set forth in Exhibit “5,” attached hereto and by
reference incorporated herein.
14. Criminal Background Investigations. Contractor understands that Contractor is subject to periodic criminal
background investigations by County and, if such investigations disclose criminal activity not disclosed by Contractor,
such non-disclosure shall constitute a material breach of this Contract and County may terminate this Contract
effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County.
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 eligible
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.
e. Personally identifiable health information about applicants and Medicaid recipients will be subject to the
transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act (“HIPAA”).
f. Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and
security of records and for conducting transactions pursuant to HIPAA requirements.
g. This Contract may be amended in writing in the future to incorporate additional requirements related to
compliance with HIPAA.
h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate
Agreement with County.
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 supported by
documentation 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, which ever 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
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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 for the purpose of making audits,
examinations, excerpts, copies and transcriptions.
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 exclusive
property of County.
a. County and Contractor intend that such Work Product be deemed “work made for hire” of which County shall be
deemed author.
b. If, for any reason, the Work Product is not deemed “work made for hire,” Contractor hereby irrevocably assigns to
County all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright,
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 order to
fully vest such rights in County.
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 to copy, use and re-use any such work product for County use only.
f. If this Contract is terminated prior to completion, and the County is not in default, County, in addition to any other
rights provided by this Contract, may require the Contractor to transfer and deliver all partially completed work
products, reports or documentation that the Contractor has specifically developed or specifically acquired for the
performance of this Contract.
g. In the event that Work Product is deemed Contractor Intellectual Property, Contractor hereby grants to Agency 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 behalf
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. Materials. At all times, Contractor shall make reasonable efforts to use recycled materials in the performance work
required under this contract.
20. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules,
regulations, executive orders and policies. Debt Limitation. This Contract is expressly subject to the debt
limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon
funds being appropriated therefore.
a. Any provisions herein, which would conflict with law, are deemed inoperative to that extent.
b. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances
applicable to the Contract.
c. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws,
regulations and executive orders to the extent they are applicable to the Contract:
1) Titles VI and VII of the Civil Rights Act of 1964, as amended;
2) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended;
3) the Americans with Disabilities Act of 1990, as amended and ORS 659A.112 through 659A.139;
4) Executive Order 11246, as amended;
5) the Health Insurance Portability and Accountability Act of 1996;
6) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as
amended;
7) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended;
8) ORS Chapter 659A, as amended;
9) all regulations and administrative rules established pursuant to the foregoing laws; and
10) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and
regulations.
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d. The above listed laws, regulations and executive orders and all regulations and administrative rules established
pursuant to those laws are incorporated by reference herein to the extent that they are applicable to the Contract
and required by law to be so incorporated.
21. Constraints. Pursuant to the requirements of ORS 279C.505 through 279C.530 and Article XI, Section 10, of the
Oregon Constitution, the following terms and conditions are made a part of this contract.
a. Contractor shall:
1) Make payments promptly, as due, to all persons supplying to Contractor labor or materials for the
performance of the work provided for in this contract.
2) Pay all contributions or amounts due the Industrial Accident Fund from such Contractor or subcontractor
incurred in the performance of this contract.
3) Not permit any lien or claim to be filed or prosecuted against the County on account of any labor or material
furnished.
4) Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.
5) Be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under
this Contract and, unless Contractor is subject to backup withholding, County will not withhold from such
compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not
eligible for any social security, unemployment insurance or workers' compensation benefits from compensation
or payments paid to Contractor under this Contract, except as a self-employed individual.
b. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to
Contractor or a subcontractor by any person in connection with this Contract as such claim becomes due, the
proper officer or officers representing the County may pay such claim to the person furnishing the labor or
services and charge the amount of the payment against funds due or to become due Contractor by reason of this
Contract.
c. Contractor’s Employees.
1) Employees of Contractor may not be employed for more than 10 hours in any one day, or 40 hours in any one
week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such
cases (except for personal services designated under ORS 279A.055) the employee shall be paid at least
time and a half pay:
a) For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work
week is five consecutive days, Monday through Friday; or
b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is
four consecutive days , Monday through Friday; and
c) For all work performed on Saturday and on any legal holiday specified in ORS 279C.540.
2) In the case of contracts for personal services described in ORS 279A.055, the employee shall be paid at least
time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under
personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29. USC 201 to 209
from receiving overtime.
3) Except for contracts subject to ORS 279B.235(4), contracts for services require that persons employed under such
contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective
bargaining agreement or in ORS 279B.020 and for all time worked in excess of 10 hours in any one day or in excess of 40
hours in any one week, whichever is greater.
d. Contractor shall promptly, as due, make payment to any person or co partnership, association or corporation
furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or
injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and
all moneys and sums which the Contractor collected or deducted from the wages of Contractor’s employees
pursuant to any law, contract or agreement for the purpose of providing or paying for such services.
e. Contractor agrees that if Contractor is a subject employer that is not exempt under ORS 656.126, that it shall
comply with ORS 656.017.
22. Contractor Not an Agent of County.
a. It is agreed by and between the parties that Contractor is not carrying out a function on behalf of County, and
County does not have the right of direction or control of the manner in which Contractor delivers services under
this Contract or exercise any control over the activities of Contractor.
b. Contractor is not an officer, employee or agent of County as those terms are used in ORS 30.265.
c. Contractor covenants for itself and its successors in interest and assigns that it will not claim or assert that
Contractor is an officer, employee or agent of the County, as those terms are used in ORS 30.265.
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23. 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.
24. 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 of any third party.
b. Contractor shall have control of the defense and settlement of any claim that is subject to section 24.a; 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.
25. Waiver.
a. County’s delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall 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 privilege.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of
Oregon without regard to principles of conflicts of law.
a. Any claim, action, suit or proceeding (collectively, “Claim”) between County and Contractor that arises from or
relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of
Deschutes 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
Oregon.
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.
27. 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.
28. 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 on original.
29. Attorney Fees. In the event an action, lawsuit or proceeding, including appeal there from, is brought for failure to
observe any of the terms of this contract, each party shall be responsible for their own attorney fees, expenses, costs
and disbursements for said action, lawsuit, proceeding or appeal.
30. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties hereto 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 machine
generates receipt of the transmission. To be effective against County, such facsimile transmission shall 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: To County:
Gordon Odette Susan Ross, Director
Vice President Property and Facilities Department
319 Southwest Washington Street, Suite 1100 14 NW Kearney Street
Portland, Oregon 97204 Bend, Oregon 97701
Fax No. 503-226-1476 Fax No. 541-317-3168 Phone: 541-383-6713
31. 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.
34. 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, 22-27, 29 and 31-34.
34. 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, trade or
profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a
professional manner and in accordance with standards prevalent in Contractor’s industry, trade or profession,
4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly
licensed to perform the Work, and
5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and
without collusion, fraud, or other dishonesty.
b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other
warranties provided.
Page 9 of 9 – Personal Services Contract No. 2008-170 Heery Int’l for Jail Project
EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2008-170
STATEMENT OF WORK, COMPENSATION
PAYMENT TERMS and SCHEDULE
Contractor shall perform the following work (nothing in this statement of work / scope of services shall
make Heery responsible for the Construction Manager / General Contractor’s means and methods):
A. Owner’s Representative services for the Jail Expansion Project will occur in two distinct
phases: preconstruction services and construction services. Payment for the construction
phase will occur only if Owner actually implements the construction phase of the Jail
Expansion Project.
B. Provide Owner’s Representative services, on a basis agreed to on the attached schedule,
marked Attachment “A”, from the date this agreement is signed, through the
commencement of the design phase, at which time the service shall be based upon a four-
day-per-week schedule to project completion based upon the durations described in the
Contractor’s response to the Owner’s Request for Proposal. The Contractor will complete
the following services:
1. Assist Owner to develop and manage activities in the Project’s milestone schedule.
2. Assist Owner to create and manage the Project budget and the respective line items
(design fees, construction permits, drawing reproduction, construction costs, etc.)
3. Provide review comments to the Owner through the design phase regarding
constructability issues and value engineering options (value engineering services are
further defined in Exhibit One, item K).
4. Assist Owner manage the distribution of project information (for example, direction to
the Architect, response to questions originating with Jail staff, information provided to
the public, etc.)
5. Develop a working relationship with the CM/GC for the purpose of coordinating pre-
construction activities (planning the staging of construction work so the disruption to
existing facilities are minimized, etc.).
6. Assist in the reconciliation of the CM/GC’s estimate of cost and the Architect’s estimate
of cost at the point in time when the Guaranteed Maximum Price is established. This
task excludes the production of independent cost estimates. The CM/GC and Architect
have the primary responsibility to complete this activity.
7. Participate in site visits to existing detention facilities to obtain additional design and
operation information. The time and expenses associated with this task will be
considered an additional service and will be billed on a time and materials basis. The
expenses will be considered reimbursable expenses. Both costs are not included in the
fee.
C. Assist Owner in preparing and placing notices and advertisements relative to intent to solicit
a CM/GC for the project.
D. In conjunction with Owner, conduct pre-bid conference(s) to present the project
requirements to the bidders.
E. Coordinate communications related to bidder inquiries and seek resolution from the
appropriate party and forward such information to the bidders.
F. Assist Owner in the bid opening, evaluate the bids for completeness, responsiveness and
price, including alternate prices and unit prices, and make recommendations to Owner in
regard to the award of a contract.
Page 1 of 4 - Exhibit 1 – Personal Service Contract No.2008-170 Heery Int’l for Jail Project
G. Assist Owner with the CM / GC contract negotiations regarding added or deleted scope as
necessary prior to award of contract.
H. Conduct, in conjunction with Owner and the Design Consultant, a pre-construction
orientation conference(s) for the benefit of the successful Contractor and Subcontractors
that and will serve to orient the Contractor / Subcontractors to the various reporting
procedures and site rules prior to the commencement of actual construction.
I. Produce for Owner construction reports documenting work accomplished, material
deliveries, quality control issues, significant events, and correspondence received. Reports
may include digital photo documents. Reports will be provided monthly. Daily reports
associated with the construction will be provided weekly.
J. Act as a conduit for receiving, logging, and routing CM/GC submittals and Owner and
Architect responses. The ultimate solution for the routing of submittals and Owner and
Architect responses will be resolved as the work progresses. At a minimum, the Contractor
will coordinate a process which addresses the Owner’s needs.
K. Act as Owner’s representative in requesting modifications to the contract from the CM/GC.
Perform review of CM/GC submissions for price and schedule modification.
L. Assist Owner in discerning opportunities for value engineering modifications to the project.
This activity will be completed by Heery’s on-site representative, based upon a review of the
design documents as they are being developed and the work as it is being completed in the
field. This activity does not represent a formula work session chaired by Heery with certified
Value Engineering credentials.
M. Conduct regular meetings with the CM/GC to update project schedule, plan for upcoming
work, and coordinate on-site activities.
N. Meet with CM/GC, Architect, and Owner to determine areas and extent of responsibility,
scheduling of work, and resulting needs for inspection, levels of inspection intensity,
notification procedures, and frequency and content of required reports.
O. Review plans, specifications, shop drawings, and other technical data to obtain a full
knowledge of the project.
P. Conduct timely observations of construction work in progress and completed work to
coordinate compliance with approved plans and specifications.
Q. Establish procedures for investigating and making recommendations on resolution of
discrepancies between approved methods and contract documents and the actual
construction work and product; participate in resolving “site conditions” that require
deviation from the documents.
R. Resolve minor questions and interpretations of the contract documents in the field, and act
as a liaison between all parties on major questions and interpretations.
S. Enforce contract provisions as County’s representative on site.
T. Provide advice to Owner concerning the need for additional expertise and consultation.
U. Review and evaluate subcontractor bids for those portions of the work that may be put out
to competitive bid.
V. Meet with local and state building officials as needed.
Page 2 of 4 - Exhibit 1 – Personal Service Contract No.2008-170 Heery Int’l for Jail Project
W. Assist the Owner in coordinating the installation of Owner supplied materials (i.e.,
incorporating milestone dates into the project schedule), determining status of schedule
critical deliveries, recommend options addressing how move-in activities can be
accomplished and completing move activities, to the extent possible, based upon the
staffing level described in Heery’s response to the Request for Proposal.
X. Check quantity and quality of materials being provided or installed by CM/GC, and check
test reports on materials used to determine compliance with contract documents.
Y. Review work completed by CM/GC; check and, if appropriate, approve by signature all
requests for progress payments by the CM/GC.
Z. Review CM/GC’s requests for increases in the contract amount and extensions in contract
durations and provide options and recommendations for solutions. This work excludes
detailed claims analysis which is considered an additional service and not included in the
lump sum fee.
AA. Assist Owner in negotiations with CM / GC concerning change orders and provide cursory
reviews and initial/preliminary recommendations regarding claims.
BB. Review CM/GC’s construction schedule for completeness and suitability. Advise County of
any potential delays or schedule problems.
CC. Coordinate testing and inspecting services as required by local jurisdictions (i.e., assist
Owner select and then coordinate the services provided by a special inspection and testing
firm).
DD. Work with Owner to coordinate temporary provisions for the jail’s operation, including the
safety and security of the facility as the work progresses.
EE. Review and make recommendations to Owner for final acceptance of work.
FF. Confirm the completeness of the construction record drawings to be submitted by the
CM/GC.
GG.Other tasks as specifically requested by Owner that can be completed within the scope
defined in the Request for Proposal and the Contractor’s (Heery’s) response.
2. County Services. County shall provide Contractor, at county's expense, with material and services
described as follows:
A. Office area during the Construction Phase, including the following items:
All utility services
Heating
Air conditioning
Voice line
Data Line
Access to a restroom
Custodial service
B. Office furnishings which include the following:
Desk
Desk chair
Credenza
Small conference table
Four conference table chairs
Four drawer lateral file
Page 3 of 4 - Exhibit 1 – Personal Service Contract No.2008-170 Heery Int’l for Jail Project
Page 4 of 4 - Exhibit 1 – Personal Service Contract No.2008-170 Heery Int’l for Jail Project
Drawing rack (capable of holding 20 sets of drawings)
Work surface for fax
3. Consideration.
a. County shall pay Contractor on a lump sum basis, based upon a monthly payment schedule, to be
developed after a milestone schedule is established.
b. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 X YES NO
[Check one]
4. The maximum compensation.
a. The maximum compensation under this contract, excluding allowable expenses, is $499,833.00 (Four
hundred ninety nine thousand, eight hundred and thirty three dollars 00/100).
b. Contractor shall not submit invoices for, and Owner 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 Owner in writing of the impending expiration of this Contract thirty (30)
calendar days prior to the expiration date.
c. If the Owner requests additional services (services not described in this Exhibit (One), the
compensation will be based on a lump sum proposal or a time spent basis utilizing the following hourly
billing rates):
Principal-in-Charge $150 / hour
Project Director $150 / hour
Project Manager $125 / hour
Construction Manager $102 / hour
Cost Estimator $128 / hour
Scheduler / Claims Analysis $121 / hour
Scheduler $102 / hour
Administrative Assistant $ 60 / hour
4% billing rate escalation factor will be added effective January 1, 2009, and January 1st of each
subsequent year.
5. Schedule of Performance or Delivery.
a. County’s obligation to pay depends upon Contractor’s delivery or performance in accordance with the
schedule listed in Exhibit 1, Paragraph 1.
b. County will pay only for completed work that conforms to the terms of the Contract.
Page 1 of 2 - Exhibit 2 - Personal Service Contract No. 2008-170 Heery Int’l for Jail Project
EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2008-170
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: Heery International, Incorporated
Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all
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 $500,000
$1,000,000 $1,000,000
$2,000,000 $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 Not required by County (one box must be checked)
Commercial General Liability insurance with a combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
$500,000 $500,000
$1,000,000 $1,000,000
$2,000,000 $2,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising
injury, property damage, premises, operations, products, completed operations and contractual damages.
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 2 of 2 - Exhibit 2 - Personal Service Contract No. 2008-170 Heery Int’l for Jail Project
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 retentions. A cross-liability clause or
separation of insured's condition must be included in all commercial general liability policies required by this
Contract. Contractor’s coverage will be primary in the event of loss.
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 Management review Date
____________________________________ ___________________
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2008-170
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]:
X 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 labor or services Contractor provides are provided by an
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 four (4) - to establish that you are an
Independent Contractor.
____ A. The labor or services I perform is primarily carried out at a location that is separate from my
residence or is primarily carried out in a specific portion of my residence that is set aside as the
location of the business.
____ B. I purchase commercial advertising or I have business cards for my business, or I am a member
of a trade association.
____ C. My business telephone listing is separate from my personal residence telephone listing.
____ D. I perform labor or services only under written contracts.
____ E. Each year I perform labor or services for at least two different persons or entities.
____ F. I assume financial responsibility for defective workmanship or for service not provided by
purchasing performance bonds, errors and omission insurance or liability insurance, or
providing warranties relating to the labor or services I provide.
____________________________________ _____________________________
Contractor Signature Date
Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2008-170 Heery Int’l for Jail Project
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 enforceable
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 duly
licensed to perform the services.
5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS
305.380(4),
6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any
consideration and payments paid to Contractor under this contract; and
7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any
required subcontracts.
_______________________________________ _____________________
Contractor Signature Date
Page 2 of 2 - Exhibit 3 - Personal Services Contract No. 2008-170 Heery Int’l for Jail Project
EXHIBIT 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2008-170
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 reason
(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 the
corporation, and
• The officers and directors shall perform all work. Contractor shall not hire other employees to perform this
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, and
• 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 OAR436-050-050 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 request is
accepted from a contractor who shall perform construction work.
____________________________________________ ______________________________________________
Contractor Printed Name Contractor Signature
________________________________________ __________________________________________
Contractor Title Date
Page 1 of 1 - Exhibit 4 - Personal Services Contract No. 2008-170 Heery Int’l for Jail Project
EXHIBIT 5
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2008-170
Expense Reimbursement
1. 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
normal 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 reimbursement
to an employee of Deschutes County per Deschutes County Finance Policy F-1,
“REIMBURSEMENT FOR MISCELLANEOUS EXPENSES AND EXPENSES INCURRED WHILE
TRAVELING ON COUNTY BUSINESS," dated 11/8/06.
4) County may approve a form other than the County Employee Reimbursement Form for Contractor
to submit an itemized description of travel expenses for payment.
5) Personal expenses shall not be authorized at any time.
b. Travel expenses shall be reimbursed only in accordance with rates approved by the County and only
when the reimbursement of expenses is specifically provided for in Exhibit 1, paragraph 4 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 most
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 less
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 acting
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 day
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) hours:
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. 2008-170 Heery Int’l for Jail Project
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 provide
service to the County and shall not exceed the maximum lodging rate established by the GSA for
Bend, Oregon.
2) Reimbursement rates for lodging are not considered “per diem” and receipts are required for
reimbursement.
d County shall not reimburse Contractor in excess of the lowest fair for any airline ticket or vehicle rental
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 shall
be sought.
4. Heery will be reimbursed for the following expenses associated with the project, originating in the Heery’s
project site office and the Portland Office, at cost (a percentage mark up will not be added to each
expense):
A. Travel from Portland to Bend (and return trip) for the Project Director and Specialty Services Manager.
B. Reproduction not completed in-house
C. Long distance telephone service
D. Postage
E. Overnight courier service (i.e., United Parcel Service)
F. Travel associated with the project, approved by the Owner, at the not to exceed unit costs described in
this contract.
Page 2 of 2 - Exhibit 5 to Personal Services Contract No. 2008-170 Heery Int’l for Jail Project
Exhibit 6
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2008-170
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 of
Contractor’s employee agency (County State or Federal) would prohibit Contractor’s Work under this
Contract. Contractor is not an “officer,” “employee,” or “agent” of the County, as those terms are used in
ORS 30.265.
2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, 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
the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the
entering into of 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 cooperative
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 by
Section 1352, Title 311, U.S. Code and that 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 failure.
_______________________________________ _____________________
Contractor Signature Date
Page 1 of 1 - Exhibit 6 to Personal Services Contract No. 2008-170 Heery Int’l for Jail Project