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Home My WebLink AboutHSCO Contract Page 1 of 9 – Personal Services Contract No. 2009-319 DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2009-319 This Contract is between DESCHUTES COUNTY, a political subdivision of the State of Oregon (County) and Humane Society of Central Oregon, an Oregon corporation (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be July 1, 2009 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, 2012, whichever date occurs last. Contract termination shall not extinguish or prejudice County’s right to enforce this Contract with respect to any default by Contractor that has not been cured. Statement of Work. Contractor shall perform the work described in Exhibit 1. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1. Contract Documents. This Contract includes Page 1-9 and Exhibits 1, 2, 3, 4, 5 and 6. CONTRACTOR DATA AND SIGNATURE Contractor Address: Humane Society of Central Oregon 61170 SE 27th St, Bend, OR 97702 Federal Tax ID# or Social Security #: ___ ________________________________ Is Contractor a nonresident alien? Yes ; No Business Designation (check one): 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. __________________________________________ _________________________________ Signature Title __________________________________________ _________________________________ Name (please print) Date DESCHUTES COUNTY SIGNATURE (This Contract is not binding on County until signed by the Deschutes County Board of County Commissioners) Dated this _______ of June, 2009 BOARD OF COUNTY COMMISSIONERS ______________________________________ TAMMY BANEY, CHAIR ATTEST: ______________________________________ DENNIS LUKE, VICE CHAIR ___________________________ Recording Secretary ______________________________________ ALAN UNGER, COMMISSIONER For Recording Stamp Only REVIEWED ______________ LEGAL COUNSEL Page 2 of 9 – Personal Services Contract No. 2009-319 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 3 of 9 – Personal Services Contract No. 2009-319 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 Page 4 of 9 – Personal Services Contract No. 2009-319 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. Page 5 of 9 – Personal Services Contract No. 2009-319 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 Page 6 of 9 – Personal Services Contract No. 2009-319 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. Page 7 of 9 – Personal Services Contract No. 2009-319 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 279B.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 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. Page 8 of 9 – Personal Services Contract No. 2009-319 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 Page 9 of 9 – Personal Services Contract No. 2009-319 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: Pat Roden Executive Director David Kanner The Humane Society of Central Oregon Deschutes County Administrator 61170 AW 27th St 1300 NW Wall Street, Suite 200 Bend, OR 97702 Bend, Oregon 97701 Telephone: (541) 382-3537 Telephone: 541-388-6565 Fax No.: (541) 382-2021 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 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. 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, 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 1 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009-319 STATEMENT OF WORK, COMPENSATION AND PAYMENT TERMS 1. Contractor shall perform the following work: a. Definition. “Authorized Representative” means Deschutes County Legal Counsel, Deschutes County Sheriff’s Deputy or Animal Control Technician or any other representative of Deschutes County authorized by the Board of County Commissioners or the Board of Supervisors. b. General Scope of Services. uUnless otherwise provided by law, Contractor shall provide, at its shelter located at 1355 NE Hemlock Avenue, Redmond, Oregon 97756 (“Shelter”), animal impoundment and maintenance care tasks including, but not limited to, providing shelter, food, health care, dispositionadoption, transfer euthanasia and the disposal of the animals impounded by an Authorized Representative or brought to the shelter by members of the public. Additionally, Contractor shall provide education, community service and advertising to support other programs provided under this Contract. c. Impoundment and Boarding. Contractor shall receive and board animals impounded by an Authorized Representative and stray animals brought to Contractor by members of the public, in an adequate and sanitary environment at the Shelter. 1) Contractor shall impound and board animals according to the following conditions: a) Impounded animals or stray animals brought to Contractor by an Authorized Representative or the public, with or without identification, shall be held a minimum of five days, unless sooner claimed by the owner or keeper of such animal. b) Animals impounded by judicial or administrative order may be held for an indefinite period of time and shall be released or disposed of only in accordance with the special written instructions from the court or County Legal Counsel. c) For animals impounded by judicial or administrative order, Contractor shall affix all special written instructions, including the reason for impoundment (e.g., livestock cases), to the gate tag. In lieu of this required information placed directly on the gate tag, the gate tag may refer to the impound form for details. d) At the discretion of Contractor, sick or injured animals brought to the shelter by members of the public may be promptly disposed of as provided by law. i. Such disposal decision shall be the full responsibility of Contractor. ii. Within sixty (60) days of the effective date of this Contract, Contractor shall provide County with a full description of the process to be used and factors to be considered for determining when and how to dispose of a sick or injured animal prior to the termination of the hold period in Paragraph 1.c.1)a) and b). e) Immediately upon receipt of an impounded animal, Contractor shall assign a Control Number to each animal impounded. f) Contractor shall maintain a full and complete written record of all animals impounded pursuant to this Contract to be provided to County upon County’s request and sucha record shall comprising ofinclude at least the following information: i. The date of the impoundment. ii. The source of the impoundment, including the Authorized Representative's name and or the name of the public member who brought the animal to the shelter. iii. The reason for impoundment. iv. The exact location of where the animal was found by the Authorized Representative or public member. v. The designated holding period for the animal and any special instructions, including, but not limited to, specific instructions regarding the holding, release or disposal of the animal. vi. The name of the judicial official or Authorized Representative who designated the special instructions referred to in Exhibit 1, Paragraph 1.c.1)b). vii. A general description of the animal, including the animal's breed, if known. viii. Any inoculation or medical treatment administered or to be administered to the animal at Contractor’s Shelter. ix. Whether an owner or keeper was identified who did not claim the animal. x. Whether the dog is licensed, and, if so, the license number. Page 2 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 xi. Whether the animal was claimed, adopted, destroyed or otherwise disposed of by Contractor, and the date thereof. xii. Name, address, phone number and any other identifying information, such as driver's license number of any owner or keeper who retrieves an impounded animal. xiii. The name, address and telephone number of the person who released possession of the animal to Contractor. xiv. Control Number given to the impounded animal by Contractor. xv. Any illness or injury. xvi. The number of days the animal was held as of the date of the report. xvii. The results of any temperament testing. xviii. If euthanized, the reason for the euthanasia, such as by order of the Deschutes County Board of Supervisors or illness. xix. If euthanized, notation the reason. such as “pPer request of owner” shall be insufficient. xx. If the animal is a dog and unlicensed, whether the owner/keeper was cited for failure to license. g) Upon County’s request, Contractor shall periodically provide County a copy of a form completed, in electronic form compatible with County computer software in addition to any hard copies provided by Contractor, pursuant with the information required in to Exhibit 1, Paragraph 1.c.1)f) for each impounded animal in electronic form compatible with County computer software in addition to any hard copies provided by Contractor. h) Until such time as the Humane Society of Central Oregon (“HSCO”) has facilities to board and care for larger animals (see description in Paragraph 3.d. for definition of “larger animals”), Contractor and County understand that the Humane Society of Redmond (“HSR”) shall be responsible for boarding and caring for larger animals. 2) Prior to release of any impounded dog to the owner or keeper, Contractor shall require the owner or keeper to present photo identification and Contractor shall record any identifying information such as name, address and driver's license number. 3) Prior to release of any impounded dog to the owner or keeper, Contractor shall charge the owner or keeper an impound fee in accordance with the County's fee schedule. 4) Contractor shall make a reasonable effort to notify the owner or keeper of an impounded animal before the animal is removed from impoundment. 5) Contractor shall provide board and care for quarantine animals brought to Contractor by an Authorized Representative. a) “Quarantine” means the animal will be housed separately for ten consecutive days due to having biten a person and, in the professional opinion of a the Contractor’s veterinarian has an illness, a physical condition or parasites. b) As soon as possible upon placing an animal in quarantine, Contractor shall submit to County the forms for quarantined animals pursuant towith the information required in Exhibit 1, Paragraph 1.c.1)gf) to County. 6) Contractor shall hold impounded animals in accordance with such other instructions given to Contractor by an Authorized Representative. 7) Contractor shall not refuse to intake, hold or impound any stray or judicial hold animal brought to Contractor’s facility by an Authorized Representative (except for Exhibit 1, Paragraph 1.c.1)h) above for HSCO) unless the Authorized Representative agrees or unless the animal has a serious or life threatening injury or illness requiring immediate medical care as determined by the Authorized Representative. 8) For all impounded animals that do not have a serious or life threatening injury or illness requiring immediate medical care, as determined by the Authorized Representative, Contractor shall be responsible for all medical care of those animals. d. Cremation of Dead Animals. Contractor shall dispose of dead animals by cremation at Contractor’s crematorium. Subject to the following conditions, Contractor shall have the exclusive right to operate the crematorium at such times and on such terms as Contractor so determines. 1) Contractor shall dispose of all dead animals brought to its facility by an Authorized Representative. Additionally, Contractor shall dispose of all stray animals that have been euthanized following expiration of the applicable holding period. 2) Contractor shall be responsible for the normal maintenance and repair of the crematorium, including the structure in which the crematorium is located. Page 3 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 3) Contractor shall pay all direct and indirect costs of operating the crematorium, including utilities, labor, maintenance and repair. 4) Contractor shall be responsible for obtaining and maintaining all local and state permits required in the operation of the crematorium, and shall undertake such other acts as are necessary to place and maintain the crematorium and its operations in full compliance with the rules and regulations of the Oregon Department of Environmental Quality and other federal, state and local agencies with jurisdiction over the crematorium. 5) Contractor shall keep complete and accurate records of and make available to County upon County request the following: a) the weight of dead animals per animal that are cremated at County's expense; b) the total weight of each dead animal cremated at County’s expense; c) the number of dead animals cremated; d) the operation, maintenance and repair of the crematorium and associated facilities; e) the permitting and compliance with environmental regulations. e. Related Responsibilities. 1) Contractor shall make its facility open daily to the public (legal holidays, Sundays and no more than four annual in-service days excepted) at hours to be determined by Contractor, but in no case less than five hours per day to allow impounded animals to be claimed by their owner or keepers. Contractor shall extend the number of impound days, to the extent necessary to offset closed days. 2) Contractor shall provide access to the facility to Authorized Representatives on a 24-hour, seven-day week basis to allow for the lodging of impounded animals. 3) Contractor shall provide all reception and administrative support for transactions involving animals that are brought to Contractor. 4) Contractor property. a) Unless otherwise directed by an Authorized Representative, all animals not returned to their owner or keepers shall become property of Contractor after the expiration of the applicable holding period set forth hereinabovein this contract. b) After the applicable holding period, Contractor shall have sole authority to make all adoption and disposal decisions 5) Citation. a) Prior to release to the owner or keeper of any impounded dog that has not been licensed by County: i. Contractor shall issue a citation to the owner or keeper for violation of the Deschutes County Code for failure to license the dog; or ii. Contractor shall require the owner or keeper to provide a license for the dog; or iii. Contractor shall require the owner or keeper to present a citation issued by the Sheriff’s Office for failure to license the dog under DCC 6.04; or iv. Contractor shall provide immediate notification to County Finance Department of owner or keeper’s name, address, phone number, driver’s license (if known). b. Contractor shall provide notation on gate tag of the above requirements in Exhibit 1, Paragraph 1.3.5). 6) Contractor shall maintain personnel authorized by the Deschutes County Sheriff to issue citations. 7) For all dog adoptions, upon County request, Contractor shall provide to County a record comprising of at least the following information a) Name of person adopting the dog. b) Address of person adopting the dog. c) Phone number of person adopting the dog. d) Breed, color and gender of dog adopted. e) County dog license number if the dog is six (6) months or older. f) Copies of all rabies and spay/neuter certificates. g) The spay/neuter status. h) The exact location where the animal was found by the Authorized Representative or public member. 8) On the 15th of each month, along with the information required in Exhibit 1, Paragraphs 1.c.1)g), 1.c.3) and 1.e.7 and 8), Contractor shall remit to County all dog license and pet identification tag fees collected by Contractor during the prior month. Page 4 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 9) Contractor shall promptly notify the County Sheriff's Office of reports of animal abuse, neglect or theft. 10) Contractor shall not give legal advice to the public. 11) Contractor shall apply all monies received pursuant to Exhibit 1, Paragraphs 3.l. and m. only toward any construction debt remaining for the current facility that was completed in January of 2005. Contractor shall provide yearly documentation of any debt balance and shall refund any monies paid by County in excess of that debt. 112) Contractor shall sell and issue domestic County dog licenses and pet identification tags to the public in accordance with the current County fee schedule. 123) Contractor shall sell and issue dog licenses and pet identification tags regardless of whether or not the person with whom the animal is to be located resides within Deschutes County. 143) Contractor shall utilize and coordinate with the County’s animal license database. 154) Contractor shall provide physical space and telephone line for computer connection to the County database for purposes of processing license requests and responses to animal lost and found inquiries f. Education Services. 1) Contractor shall provide or sponsor education programs, community service programs and advertising in all areas of animal care and welfare. 2) Contractor shall provide such education programs in accordance with the terms and conditions mutually agreed to by County and Contractor. 3) Such programs shall include license, spay/neuter/vaccine programs, educational programs (such as school orientation and awareness programs) and advertising through the local media. 4) Contractor shall apply all monies received pursuant to Exhibit 1, Paragraphs 3.i and j only to the these education and community services. 4) On the 15th of each month,At County’s request Contractor shall provide to County a monthly periodic report of Contractor’s compliance with Exhibit 1, Paragraph 1.f.1) through 4). 5) At least once a calendar year, Contractor shall provide an oral presentation and written report to the Deschutes County Board of County Commissioners a report of all contract activities. 2. County Services. County shall provide Contractor, at County's expense, with material and services described as follows: a. Special Instructions. County shall promptly notify Contractor in writing of any special instructions, new developments or additional information regarding impounded animals that may be necessary in order for Contractor to fulfill its duties pursuant to this Contract. b. County to Supply Known Information. An Authorized Representative of the County shall provide Contractor with all known information required under Exhibit 1, Paragraph 1.c.1)f). c. Vehicle Disinfection. After each use, County shall disinfect all County vehicles used to transport animals to Contractor’s shelter. d. County Purchase of Dog Tags. County shall purchase all dog license tags and provide them to Contractor. e. Forms and Software Maintenance. County shall provide Contractor the following: 1) Licensing forms. 2) Reporting forms in electronic format. 3) Ongoing programming maintenance for licensing database. f. Renewal Notices. County shall issue all dog license renewal notices. g. Payment Schedule. Within twenty-one (21) days of Contractor’s submittal of the monthly reports and fees required in Exhibit 1, Paragraph 1.e.8), County shall distribute payment to Contractor pursuant to Exhibit 1, Paragraphs 3.i., j., l. and m. h. If an animal is determined by the Authorized Representative to have a serious or life threatening injury or illness requiring immediate care at the initiation of the impoundment of that animal, the Authorized Representative shall be responsible for obtaining medical care of for that animal from a veterinarian until such time as the the animal's injuries are not longer life threatening and the animal can safely be transported to Contractor’s facility. i. To the extent allowed by law, County shall not disclose and shall use for County purposes only any personal information submitted to County by Contractor for any owner or keeper who retrieves an impounded animal, any person who released possession of an animal to Contractor and of any person adopting an animal. Page 5 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 3. Consideration. a. Boarding Fee. 1) Dogs. a) Except as provided in Exhibit 1, Paragraph 3.c., County shall pay Contractor a boarding fee of $264.00 per day per dog for a maximum of five days for each dog impounded by a County Authorized Representative or brought to the Shelter by the public. b) If the fifth day of the five-day impoundment period is a Sunday or legal holiday, the County will pay the boarding fee for each day the dog is held for the Sunday or legal holiday. 2) Domestic Cats. a) Except as provided in Exhibit 1, Paragraph 3.b., County shall pay Contractor a boarding fee of $6.50 per day per cat for a maximum of five days for each cat impounded by a County Authorized Representative. b) If the fifth day of the five-day impoundment period is a Sunday or legal holiday, the County will pay the boarding fee for each day the cat is held for the Sunday or legal holiday. b. Domestic Cats Held by Judicial/Administrative Order. 1) County shall pay Contractor $6.50 per day for domestic cats held by judicial or administrative order in excess of five (5) days. 2) Cats held by judicial or administrative order means cats required to be impounded by order of the court or held for evidence in a criminal court proceeding. c. Dogs Held by Judicial/Administrative Order. 1) County shall pay Contractor for dogs held by judicial or administrative order as follows: a) $264.00 per day for days one (1) through ten (10). b) $12.00 per day for days eleven (11) through sixteen (16). c) $ 6.00 per day starting with day seventeen (17) and continuing until the judicial or administrative hold is terminated. 2) Dogs held by judicial order means dogs required to be impounded by order of the court or held for evidence in a violation or criminal court proceeding. 3) Dogs held by administrative order means dogs held pending disposition after a hearing before the Deschutes County Board of Supervisors. 4) If a judicial or administrative order requires the boarding of a dog for longer than five (5) days, Contractor shall coordinate with the District Attorney’s Office for Deschutes County, the Deschutes County Sheriff’s Office and the Deschutes County Legal Counsel as to the care and disposition of the impounded dogs during the period of impoundment. d. Boarding Fees for Other Animals. For any animal other than dogs or domestic cats impounded by a County Authorized Representative, boarding fees shall be as follows. 1) If the fifth day of the five-day impoundment period is a Sunday or legal holiday, the County will pay the boarding fee for each day the animal is held for the Sunday or legal holiday. 2) Small animals, including but not limited to reptiles, birds, chickens, geese, ferrets impounded by County Authorized Representative. a) The County shall pay Contractor a boarding fee for small animals of $2.50 per day per small animal for a maximum of five days for the first five (5) days perpursuant to Exhibit 1, Paragraph 1.c.1)a) above. b) If a judicial or administrative order requires the boarding of small animals for longer than five (5) days, then the boarding fees shall be paid at a rate of $2.50 per day per small animal for up to sixteen (16) days, including the initial five (5) days. 3) Larger animals, including but not limited to horses, llamas, sheep, goats, pigs, emus, impounded by County Authorized Representative. a) The County shall pay Contractor a boarding fee for horses, donkeys, mules and llamas of $12.00 per day per horse or llama for a maximum of five days pursuant to Exhibit 1, Paragraph 1.c.1)a). 1) If a judicial or administrative order requires the boarding of a horse or llama for longer than the five (5) days, the County shall pay $12.00 per day per horse or lama for up to twenty- one (21) days, including the initial five (5) days. 2) The County shall also pay medical expenses in accordance with Exhibit 1, Paragraph 3.d.4) below. b) The County shall pay Contractor a boarding fee for other larger animals of $6.00 per day per other larger for a maximum of five days. Page 6 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 1) If a judicial or administrative order requires the boarding of another larger animal for longer than the five (5) days, the County shall pay $6.00 per day per other larger animal for up to twenty-one (21) days, including the initial five (5) days. 2) The County shall also pay medical expenses in accordance with Paragraph 3.d.4) below. c) If a judicial or administrative order requires the boarding of larger animals for longer than five (5) days, Contractor shall coordinate with the District Attorney’s Office for Deschutes County, the Deschutes County Sheriff’s Office and the Deschutes County Legal Counsel as to the care and disposition. d) Larger animals held by judicial or administrative order means larger animals required to be impounded by order of the court or held for evidence in a criminal court proceeding. 4) Larger Animal-Medical Expenses a) Contractor is responsible for billing County for the itemized costs for reasonable veterinarian care and medicines during the period of impoundment. b) All impounded injured or ill larger animals must be seen by a qualified veterinarian as soon as possible upon impoundment to determine the extent of the injuries or illness. c) Contractor shall attach to the bill for veterinarian care and medicines a copy of the veterinarian’s report regarding the larger animal’s injuries or illness during the period of impoundment. e. Automatic Increase in Boarding Fee Payment. 1) The boarding fee for dogs shall automatically increase each July 1 in the amount of the immediately prior June annual All Cities CPI-U times the daily boarding fee then in effect, rounded to the nearest $0.25. 2) The maximum daily boarding fee for boarding dogs under this Contract shall not exceed $26.00. fe. Retention of Impound and Boarding Fees. Contractor may also retain all impound and boarding fees received from owner or keepers of impounded animals. gf. Cremation Fees. Upon receipt of monthly invoices from Contractor, County shall make timely payment to Contractor of $1.00 per pound for the cremation of the following classes of dead animals. 1) Dead animals brought to Contractor's facility by an Authorized Representative. 2) Stray animals brought to Contractor's facility by an Authorized Representative that have been subsequently euthanized following expiration of the applicable holding period. hg. Other Cremation Income. Contractor shall be entitled to all other income derived from the operation of the crematorium, located at its Shelter. ih. County Payment of First $4.00 of License Fees. For all dog license fees collected in accordance with the County fee schedule from dog owner or keepers residing in the Redmond and Sisters School Districts, County shall pay Contractor $4.00 of the first $10 collected. ji. Retention of Other Animal Identification Tag Fees. 1) For all other animals other than dogs, County shall pay Contractor all identification tag fees collected in accordance with the County fee schedule from the animal owners or keepers residing in the Redmond and Sisters School Districts. 2) County shall deduct the cost to the County of the tags prior to payment to Contractor. kj. Fees for Education, Spay/Neuter Programs. All monies paid to or retained by Contractor pursuant to Exhibit 1, Paragraphs 3.i. through kand j. must be applied to expenses for Contractor’s responsibilities provided in Exhibit 1, Paragraph 1.f. lk. Payment of Additional Funds from Dog Licenses-Altered Dogs. For all dog license fees collected for altered dogs from dog owner or keepers residing in the Redmond and Sisters School Districts, County shall pay Contractor the difference between the first $10.00 and the total amount collected for an altered dog.. m. Payment of Additional Funds from Dog Licenses-Unaltered Dogs For dog license fees for unaltered dogs, County shall pay Contractor the amount Contractor would have received pursuant to Exhibit 1, Paragraph 3.l. had the dog been altered. n. Limitation on Payment of Additional Funds. County is obligated to pay Contractor pursuant to Exhibit 1, Paragraphs 3.l. and m. only until the Contractor’s original debt on the New Facility is satisfied. ol. Deduction of Cost of Dedicated Phone Lines. Prior to payment to Contractor pursuant to Exhibit 1, Paragraph 3., County shall deduct any expenses for dedicated phone lines used by Contractor to access County’s animal license and information databases. pm. Contractor’s Failure to Timely Submit Reports and Invoices. If Contractor fails to comply with Exhibit 1, Paragraph 1.e.98) or to timely provide any report requested by County under this contract, County shall Page 7 of 7 - Exhibit 1 – Personal Service Contract No.2009-319 deduct a late penalty of $25 or twenty-five (25%), whichever is greater, from the amount County would have distributed to Contractor for that month. qn. County’s Failure to Timely Remit Payments. If County fails to comply with Exhibit 1, Paragraph 2.g., County shall pay Contractor a late penalty of $25 or twenty-five (25%), whichever is greater. ro. Contractor shall notify County in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date. sp. A day is defined as beginning at 12:01 am and ending at 12:00 am. tq. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 YES ; NO [Check one] 4. The maximum compensation.. No maximum consideration. 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 2 - Exhibit 2 - Personal Services Contract No. 2009-319 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009-319 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: Humane Society of Redmond 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 Services Contract No. 2009-319 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 ____________________________________ ___________________ Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2009-319 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008- 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 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 2 of 2 - Exhibit 3 - Personal Services Contract No. 2009-319 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 1 of 1 - Exhibit 4 - Personal Services Contract No. 2009-319 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2008- 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 2 - Exhibit 5 to Personal Services Contract No. 2009-319 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009-319 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 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. 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 2 of 2 - Exhibit 5 to Personal Services Contract No. 2009-319 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 1 of 1 - Exhibit 6 to Personal Services Contract No. 2009-319 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009-319 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