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Order 038 - Maplestar Foster Care Docs
Deschutes 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 May 28, 2008 Please see directions for completing this document on the next page. DATE: May 20, 2008 FROM: Deevy Holcomb Juvenile Community Justice 322-7644 TITLE OF AGENDA ITEM: Consideration and Signature of Order #2008-038 Authorizing the County Administrator to Issue Notice of Intent to Award and Execute Agreement with Maplestar Oregon for Treatment Foster Care. PUBLIC HEARING ON THIS DATE? Yes. BACKGROUND AND POLICY IMPLICATIONS: In early May, the Juvenile Community Justice department released an RFP for qualified proposals to provide treatment foster care services to juveniles under the supervision of the Juvenile Court who require out of home placement for their own, or their family members safety and well-being. The department has provided these services through sub -contract for 10 years with state Juvenile Crime Prevention resources. It has been two years since the previous competitive bidding process for this funding. The department received one proposal from Maplestar Oregon, the current provider of services and has selected that proposal as a satisfactory proposal for continued services. We are requesting the Board to authorize and sign an Order to issue notice of Intent to Award a contract (#2008-257) to Maplestar Oregon a three year renewable contract to provide treatment foster care services, and to allow the County Administrator to sign the contract with Maplestar Oregon, provided no protests to the award decision emerge during the week-long Protest Period beginning May 286, 2008. FISCAL IMPLICATIONS: Yes. All funding associated with this proposed award and contract is accounted for in the FY2008-09 departmental budget. RECOMMENDATION & ACTION REQUESTED: Consideration and Signature of Order Authorizing the County Administrator to Issue Notice of Intent to Award and Execute Agreement with Maplestar Oregon for Treatment Foster Care. ATTENDANCE: Ken Hales and/or Deevy Holcomb DISTRIBUTION OF DOCUMENTS: Copy of Order to Deevy Holcomb; Two original signed contract agreements (when signed) to Decvy Holcomb REVIEWED LEGAL COUNSEL For Recording Stamp Only BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON An Order Authorizing the County Administrator to Issue Notice of Intent to Award and Execute Agreement with Maplestar Oregon, Inc for Treatment Foster Care. * ORDER NO. 2008-038 WHEREAS, the Juvenile Department issued a RFP for treatment foster care services; and; WHEREAS, Maplestar Oregon, Inc, and has met standards of responsibility (ORS 279B.110); and WHEREAS, the amount of the contract exceeds the County Administrator's authority to sign; how therefore, THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, HEREBY ORDERS as follows: Section 1. The County Administrator is authorized to issue a Notice of Intent to Award a contract to — Maplestar Oregon, Inc for treatment foster care services, which, barring timely objection or protest, wi l be deemed an award of contract. Section 2. Subject to Legal Counsel review, the County Administrator is authorized to execute a contract with Maplestar Oregon, Inc. BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON DENNIS R. LUKE, Chair ATTEST: TAMMY BANEY MELTON, Vice Chair Recording Secretary MICHAEL M. DALY, Commissioner PAGE 1 OF 1- ORDER No. 2008-038 (5/27/08) 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: Please complete all sections above the Official Review line. May 20, 2008 Contact Person: Deevy Holcomb Contractor/Supplier/Consultant Name: Department: Phone #: Juvenile Community Justice 322-7644 Treatment Foster Care- Maple Star Oregon Goods and/or Services: Services contract to provide treatment foster care services to juveniles under the supervision of the Juvenile Court requiring out of home placement. Background & History: In early May, the Juvenile Community Justice department released an RFP for qualified proposals to provide Treatment Foster Care services to juveniles under the supervision of the Juvenile Court who require out of home placement for their own, or their family members safety and well-being. The department has provided these services through sub -contract for 10 years with state Juvenile Crime Prevention resources. It has been two years since the previous competetive bidding process for this funding. The department received one proposal from Maplestar Oregon, the current provider of services and has selected that proposal as a satisfactory proposal for continued services. This contract is for one year of services, beginning July 1, 2008 - June 30, 2009, with two subsequent annual renewal options, depending on availability of funds and satisfactory progress on prior year service obligations. Agreement Starting Date: July 1, 2008 Annual Value or Total Payment: $ 293,848 X Insurance Certificate Received (check box) Insurance Expiration Date: Check all that apply: X RFP, Solicitation or Bid Process Informal quotes (<$150K) Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) September 3, 2008 Ending Date: June 30, 2009 Funding Source: (Included in current budget? X Yes If No, has budget amendment been submitted? Departmental Contact: Title: Deevy Holcomb Management Analyst Department Director Approval: Yes No No Phone #: 322-7644 Date 5/20/2008 Distribution of Document: Include complete information if document is to be mailed. Official Review: County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. ) Legal Review Date Document Number 5/20/2008 REVIEWED LEGAL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2008-257 This Contract is between DESCHUTES COUNTY (County) and Maplestar Oregon, Inc (Contractor). The parties Egree as follows: Effective Date and Termination Date. The effective date of this Contract shall be July 1, 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 June 30, 2009, with two subsequent annual options to renew, depending on funds available and satisfactory completion of the prior year service obligations. 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: 825 NE 20th Ave., Suite 140 Portland, OR 97232 Federal Tax ID# or Social Security #: 93-1263318 Is Contractor a nonresident alien? ❑Yes ❑ No Business Designation (check one): ❑ Sole Proprietorship ❑ Partnership ['Corporation -for profit X Corporation -non-profit ❑ Other, describe A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be usec 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. Signature Robin Buck Executive Director Title Name (please print) 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 less than $150,000 are not valid and not binding on the County until signed by the County Adm inistrator. Dated this of , 2008 Dated this of , 2008 DESCHUTES COUNTY DIRECTOR OF COUNTY ADMINISTRATOR David Kanner Page 1 of 9 — Personal Services Contract No. 2008-257 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. Page 2 of 9 — Personal Services Contract No. 2008-257 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 'or 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 multiplie1 by the percentage of Work completed and accepted by County, less previous amounts paid and any clairn(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 ineligibilit 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 :he total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess. Page 3 of 9 — Personal Services Contract No. 2008-257 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. 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 Page 4 of 9 — Personal Services Contract No. 2008-257 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 heretc 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 subjec. 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 cornpliance 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 I mited 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 aiy other records of the Contractor which are directly pertinent to this Contract for the purpose of makinai audits, examinations, excerpts, copies and transcriptions. Page 5 of 9 — Personal Services Contract No. 2008-257 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. 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. Page 6 of 9 — Personal Services Contract No. 2008-257 21 Constraints. Pursuant to the requirements of ORS 2796.220 through 279B.235 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 sery ces 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 as;ert that Contractor is an officer, employee or agent of the County, as those terms are used in ORS 30.265. 23. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connec ion 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. Page 7 of 9 — Personal Services Contract No. 2008-257 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 LIN 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. Page 8 of 9 — Personal Services Contract No. 2008-257 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: Robin Buck Executive Director 825 NE 20th Ave., Suite 140 Portland, OR 97232 Fax No. (503) 231-6594 To County: David Kanner County Administrator 1300 NW Wall Street, Suite 200 Bend, Oregon 97701 Fax No. 541-385-3202 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 i 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. 32. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.). 33. 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, :rade 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. 2008-257 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008-257 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: a. Provide treatment foster services (youth placement with foster families, case management and services brokering/referral; foster family recruitment, training and respite) for Deschutes County adjudicated delinquent youth. 2. County Services. County shall provide Contractor, at county's expense, with material and services described as follows: N/A 3. Consideration. a. The County shall pay Contractor $23,654 per month for 3796 youth placement bed days during the contract period (10.4 beds at any given time throughout the year). The County shall compensate contractor for bed days even if the total number of actual bed days is not used by youth placements recommended by the County. If Contractor's average, actual bed days provided falls below the bed days being paid for more than a 3 -month period, Contractor will in the course of the fiscal year, provide an equivalent number of bed days over the contracted amount for a time period no lesser than the amount of time in which under -utilization occurred. The County will pay Contractor an amount not to exceed $110 for each bed actually occupied over the contracted amount during the fiscal year, up to $10,000. As used in this contract, a bed day is a calendar day in which there was a County placement of six hours or more on that calendar day. b. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 ❑ YES X NO [Check one] 4. The maximum compensation. a. The maximum compensation under this contract, including allowable expenses, is $ $293,848. 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 schedule listed in Exhibit 1, Paragraph 1. b. County will only pay for completed work that conforms to the terms of the Contract. Page 1 of 1 - Exhibit 1 — Personal Service Contract No.2008-257 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008-257 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 Maplestar Oregon, Inc 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 Tess 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 X $500,000 ❑ $1,000,000 ❑ $2,000,000 ❑ $500,000 X $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 com pleted. X 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 X $500,000 ❑ $1,000,000 ❑ $2,000,000 Annual Aggregate limit ❑ $500,000 X $1,000,000 ❑ $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 provde 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. X Required by County ❑ Not required by County (One box must be checked) Page 1 of 2 - Exhibit 2 - Personal Service Contract No. 2008-257 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. ❑ Re•uired b Count X Not required b Count 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. 11 requested, complete copies of insurance policies shall be provided to the County. Risk Man.gemenreview / Date // 2 vd Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2008-257 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008-257 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]: ❑ 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 frorr 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 pro\ iding warranties relating to the labor or services I provide. Contractor Signature Date Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2008-257 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. 2008-257 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008-257 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): II SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall not hire employees to perform this contract. I-1 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 connect'pn with the construction, alteration, repair, improvement, moving or demolition of an improvement to real prorerty or appurtenances thereto. *NOTE: Under 0AR436-050-050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corpoNAtion 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. 2008-257 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008-257 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 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 1118106. 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. 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 only 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 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. 2008-257 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 lodge set 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. Page 2 of 2 - Exhibit 5 to Personal Services Contract No. 2008-257 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008-257 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. 2008-257 r-AC OR?. CERTIFICAA ' OF LIABILITY INSURAF ;E PRODUCER (714) 569-2700 FAX (714) 569-3099 Pridemark-Everest Insurance Services, Inc. A Leavitt Group Co #0F13098 1820 E. First Street, Ste 500 Santa Ana, CA 92705 DATE (MM/DD/YYYY) 09/18/2007 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAJC # INSURED Maple Star Oregon Inc. 825 NE 20th Ave. Ste 140 Portland, OR 97232 COVERAGES INSURER A: Tudor Insurance Company 37982 INSURER B: INSURER C: INSURER D: INSURER E: 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 W ITH RESPECT TO W HICH 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` INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMM/DD/YYl POLICY EXPIRATION DATE 1MM/DD/YYI LIMITS A X GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY PGL766259 09/03/2007 09/03/2008 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED$ PRFMI.SFR (Fa nrruroncw) 50,000 X CLAIMS MADE n OCCUR MED EXP (Any one person) $ 1,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 1,000,000 POLICY PRO- JECT LOC A X AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS PGL7662 59 R ECEg 09/03/2007 vE 09/03/2008 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO O CT 20071 AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ V AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABIUTY V SCHU�N-TY MENT EACH OCCURRFNCF --_ OCCUR r CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below TH- WC LIMITST- ER TORY ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A DESCRIPTION Re: Zertificate issued *10 Professional Liability OF OPERATIONS / LOCATIONS / VEHICLES Operations of the Named Insured holder is included form WW 180 (04/01) attached. days may be given if cancelled PGL766259 09/03/2007 09/03/2008 $1,000,000 Each Occurrence $3,000,000 Aggregate / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS as on file with the insurance carrier. as additional insured as respects professional liability per carrier As required by written contract. for nonpayment of premium. CERTIFICATE HOLDER CANCELLATION Deschutes County 1300 NW Wall Street Bend, OR 97701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TI- E EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE _EFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Gar Wells LISAL ACORD 25 (2001/08) ©ACORD CORPORATION 1988 This Endorsement Modifies Your Policy (Effeetive At inception Unless Another Hatt Shown firtowl ADDITIONAL INSURED ENDORSEMENT rho insurance afforded by this policy for "bodily injury," "property damage" and/or "personal injury" shall also apply to the "additional insured" listed below for claims, suits, and/or damages made against the "additional insured," but only to the exmit the "additional insured" is being held responsible for the acts, omissions and/or negligence of the "named su red . This insurance afforded shall not apply to claims, suits and/or damages arising out of the acts, omissions and/or negligence of the "additional insured(s)," The inclusion of the "additional itismed(s)" shall not operate to increase the Company's Limit of Liability, To the extent, if any, that this policy affords coverage to an "additional insured," the "additional insured" is subject to all of the toms of the policy_ The obligation of the Company to provide coverage to an "additional insured" is further limited by the interest of the -acIditional wurtd" as defined below, loterest of the Additional insured(s) Defined: Child Placement For the purpose of this endorsement. the "named insured' is the person(S) and/or party(ies) designated on the Declarations Page of the policy or on any endorsement. The "additional insured" is the person(s)and/or party(ies) identified below identity of Additional insured(s): Deschutes County 1300 NW Wall Street Bend, OR 97701 tComplets tiAs sectkm f cnd*s flI added sitcr Policy No Endorsement N. Eta Effective Dace Sigoonur of Aii"th Representative —Proliter No RECEIVEP OCT - 1 2007 DESCHUTR RISK MANAkiE-ko N WW .180 (044)0 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. RECO . VEJ OCT - 1 2007 DESCHUTES COUNT RISK MANAGEMENT ACORD 25 (2001/08)