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Deschutes County Administrative Policy No. GA-___
Effective Date: ________
LEGAL REVIEW OF COUNTY DOCUMENTS
STATEMENT OF POLICY
It is the policy of Deschutes County that all documents prepared by or presented to the County for official
approval or adoption which would bind the County or may have legal implications, shall first be reviewed
and approved by County Legal Counsel.
APPLICABILITY
This policy applies to all contracts, policies, procedures and regulations to which the County (or any
county department) is a party. For purposes of this policy such documents shall be referred to as
“document” or where the context requires, “contract.” While Departments are authorized to develop
internal policies and procedures, such policies and procedures must be consistent with and, in terms of
employment policies, no less restrictive than, Counthy-wide policies and procedures. In order to ensure
such consistency, all proposed new internal Department policies are subject to this policy.
POLICY & PROCEDURE
In General
For purposes of this policy such documents shall be referred to as “document” or where the context
requires, “contract.” While Departments are authorized to develop internal policies and procedures, such
policies and procedures must be consistent with and, in terms of employment policies, no less restrictive
than, County-wide policies and procedures. In order to ensure such consistency, all proposed new
internal Department policies are subject to this policy.
Before entering into contracts, adopting policies or undertaking official activities that are reduced to a
written form, County Departments should consider what potential liabilities are presented. Unless such
liabilities are considered, the County may be unnecessarily exposed to risk that can affect the County’s
fiscal condition. Legal review shall not be treated as an excuse from or substitute for consideration of
whether the transaction, policy or official action is advisable or in the public interest.
Procedure for Legal Review
A. County Legal Counsel provides legal sufficiency approval of County documents solely for the
County’s benefit. Review or approval of a document for legal sufficiency is based upon the individual
determination by the attorney reviewing the document, and shall not preclude the County from later
asserting any legally available claim or defense arising from or relating to the document.
B. Approval for legal sufficiency means that the reviewing attorney finds that:
1. The document has been reduced to written form;
2. The subject matter, promised performance, and consideration of the contract are within the
County’s authority;
23. The contract, on its face, contains all the essential elements of a legally binding contract, such as
a sufficient description of consideration (money, performance, or forbearance) when
consideration is required;
34. The document, on its face, complies with federal and state statutes and administrative rules
regulating the subject matter of the document, and all provisions required by Oregon law to be
incorporated have been included either expressly or by reference;
45. The document includes and requires execution of any certification required by Oregon law or by
the agreement of the parties;
Policy #GA-__, Legal Review of Contracts Page 2 of 2
56. The document, on its face, does not violate any State of Oregon or federal constitutional
limitation or prohibition, such as by creating an unlawful "debt" under section 10, Article XI, of
the Oregon Constitution, or by impermissibly binding a future governing body to funding in the
future;
67. Any statement of work or comparable provisions, and any business or commercial terms used in
the contract are sufficiently clear and definite under the circumstances to be binding and
enforceable; and
78. The contract allows the County, if appropriate, to terminate the contract, declare defaults, and
pursue its rights and remedies.
C. Approval for legal sufficiency does NOT include:
1. Consideration of facts or circumstances not apparent on the face of the document, unless the
attorney reviewing the document has current, actual knowledge of those facts or circumstances;
2. A determination that the technical provisions used in the document that are particular to a
profession, trade or industry, reflect the County’s intentions, are appropriate to further the
County’s stated objectives, or are sufficiently clear and definite to be enforceable;
3. A determination that the contract is a good business deal for the County, weighing relative risks
and benefits, although the attorney reviewing the document may provide advice regarding
significant risks and issues in any particular transaction. The County department remains
responsible for risk assessment, the descision concerning whether the agreement reflected in the
contract is a good business deal for the County, and the decision whether to proceed despite
exposure to risks;
4. A determination that any particular remedy, whether or not expressly set forth in the contract, will
be available to the County. However, if the Department requesting legal review specifically
requests the attorney reviewing the document to address the availability of specific remedies, the
reviewing attorney may do so;
5. A determination that the document complies with grant conditions or federal funding
requirements, if any, or contains terms or assurances required under a grant or federal funding
program. However, if the Department requesting legal review speficially requests the attorney
reviewing the document to address the compliance with grant conditions, federal funding
requirements, or required assurances, the reviewing attorney may do so; or
6. A stylistic or grammatical review, including spelling, punctuation and the like, unless such errors
create ambiguity or otherwise are substantive. The attorney reviewing the document may address
matters of this nature as time allows; however, these matters are primarily the responsibility of
the department submitting a document for review.
D. County Legal Counsel is authorized to prepare model forms, including, without limitation, contracts
and notices, as well as appropriate instructions for use of same, for distribution to and use by county
departments; provided, however, that use of such forms shall not render appropriate legal review
unnecessary or otherwise excuse legal review pursuant to this policy.
E. Contracts prepared or approved by legal counsel may incorporate by reference appropriate provisions
of Section 2.37.150, Standard Contract Provisions, and, if so, such provisions shall become a part of
the contract.
Approved by the Deschutes County Board of Commissioners October 20, 2008