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HomeMy WebLinkAbout2013-311 Contract - Aquatic Ecosystem Sciences Contract for GOODS AND SERVICES Less than $25,000 CITY OF CONTRACTOR: AQUATIC ECOSYSTEM SCIENCES -ASHLAND CONTACT: JACOB KANN 20 East Main Street Ashland, Oregon 97520 ADDRESS: 295 EAST MAIN ST. ASHLAND, OR. 97520 Telephone: 541/488-6002 Fax: 5411488-5311 TELEPHONE: 541-482-1575 DATE AGREEMENT PREPARED: 8-14-13 FAX: 541-552-1024 BEGINNING DATE: 8-14-13 COMPLETION DATE: 11-31-13 r COMPENSATION: $ 2600.00 GOODS AND SERVICES TO BE PROVIDED: Aquatic specialist to provide assistance in procurement, shipping and analysis of algae samples from Reeder Reservoir, ADDITIONAL TERMS: NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows: 1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a separate written contract is entered into by the City. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 279B.220, 279B.225, 2798.230, 27913.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $19,825 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by City under any of the following conditions: Contract for Goods and Services Less than $25,000, Revised 06/13/2013, Page 1 of 5 I. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state 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; or iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 466A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 16. Insurance. Contractor shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract. C. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. d. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or Contract for Goods and Services Less than $25,000, Revised 06/13/2013, Page 2 of 5 intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. e. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self- insurance. 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget., Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 20. Prior Approval Required Provision. Approval by the City of Ashland Council or the Public Contracting Officer is required before any work may begin under this contract. 21. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by reference. Contractor: City of Ashland fn~ By u-w.._.--° I By m n1 Signature Department Head Jacob Kann ~`,,W e i a. cpw Print Name Print Name President 9 I ''S M Title Date W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. Contract for Goods and Services Less than $25,000, Revised 0611312013, Page 3 of 5 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. _ (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. 8/14/2013 Contractor (Date) Contract for Goods and Services Less than $25,000, Revised 06/13/2013, Page 4 of 5 AQUATIC ECOSYSTEM SCIENCES LLC - JAcoB KANN, Ph.D. . PRESIDENT/AQUATIC ECOLOGIST 295 East Main Suite 7 Ashland, OR 97520 _ r Voice : 547-4822--1157 575 1 Fax: 541-552-1024 S .q + Email: jawb@aquatic- sdences.wm August 22, 2013 City of Ashland 20 East Main St. Ashland, OR 97520 RE: 2013 Consulting for Reeder Reservoir Two whom it may concern: Services to be performed for the City of Ashland include consultation regarding cyanobacteria blooms in Reeder Reservoir. Specific items may include but are not limited to: • Assistance with reservoir sampling (collection, preparation ofCOC's, shipping) • Interpretation of algal density and algal toxin results • Consultation with City staff on treatment and management of the reservoir Billing Rate is $120/hr Quote: 21 hrs = $2520.00 Attached please find a certificate of liability insurance. Please let me know if you have any questions. Thank you. Sincerely, Jacob Kann, Ph.D., President Aquatic Ecosystem Sciences LLC DATE(MM/DD/YYYY) A60RD. CERTIFICATE OF LIABILITY INSURANCE 8/21/2013 PRODUCER THIS CERTIFICATE IS ISSUEDAS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Paul W Volz Insurance Agency HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 450 Siski.ycu Blvd Ste 5 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Ashland OR 97520 INSURERS AFFORDING COVERAGE NAIC# INSURED AQUATIC ECOSYSTEM SCIENCES LLC INSURER A: FARMERS INSURANCE EXCHANGE JACOB ECANN INSURER 8: CNA 295 E MAIN ST SUITE 7 INSURER C: ASHLAND, OR 97520 INSURER D: NSURER E: COVERAGES THE POLICIES OF INSURANCE USTED BELOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW THSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VATH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BYPAID CI-AIMS. TYPE OF INSURANCE POLICY NUMBER DATE MMMD TIVE ) DATE MMNO Y) LIMITS GENERAL UABIUTY EACH OCCURRENCE E 2. 000. 00-Q- COMMERCIAL GENERAL LIABWTY PREMISES (Ea occurence) CIAIMSMADE Fx] OCCUR MED EXP(Any wePelwn) E 5,000 A 03512-04-19 11-17-12 11-17-13 PERSONAL B ACV INJURY E 2,000,000 GENERAL AGGREGATE E 4,000,000 GEN-LAGGREGATE UMITAPPUESPER PRODUCTS - COMPOP AGG E 2 am) on POLICY Pao JECT LOC AUTOMOBILE UABILITY COMBINED SINGLE LIMIT ANYAUTO (Ea ectlaent) E ALLOWMED AUTOS BODILY INJURY SCHEDULED AUTOS (Per persw) E HIRED AUTOS BODILY INJURY (Per ecdaent) E NON-0NMED AUTOS PROPERTY DAMAGE E (Per acdtlent) GARAGE UABI UTY AUTO ONLY - EAACCIDENT E EAACC E ANYAUTO OTHER THAN. AUTOONLY. AGG E EXCESSNMBREUA UABRITY EACH OCCURRENCE E OCCUR FICIAIMSMADE AGGREGATE E E DEDUCTIBLE E RETENTION E E WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS' UABIUTY MY MtOIMIETOP/PMTNEREXECDRYE - E.L. EACH ACCIDENT E OFFICER/MEMSER EXCLUDED? E.LDISEASE-EAEMPLOVEE E I SPECI ECIPROMSIO ALPROVISIONS DeIOV: E.L DISEASE- POLICY UMIT E OTHER B PROFESSIONAL. EEH27-619-95-50 11-15-12 11-15-13 $500,000 PER CLAIM LIABILITY $1,000,000 PER YEAR DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ DAYS WRITTEN City of Ashland NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 20 E Main St. IMPOSE NO OBLIGATION OR UABIUTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Ashland, OR 97520 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD25 (2001/08) © ACORD CORPORATION 1988 CITY RECD DE, ` Page 1 / 1 CITY OF ASHLAND DATE PO NUMBER 20 E MAIN ST. 9/5/2013 11852 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 014158 SHIP TO: Ashland Water Treatment Plant AQUATIC ECOSYSTEM SCIENCES LLC (541) 488-5345 295 EAST MAIN ST., SUITE 7 ASHLAND, OR 97520 ASHLAND, OR 97520 FOB Point: Req. No.: Terms: Net Dept.: Req. Del. Date: Contact: Greg Hunter Special Inst: Confirming? NO Quantity Unit Description Unit Price Ext. Price Aquatic specialist to provide 2,600.00 assistance in procurement, shipping and analysis of algae samples from Reeder Reservoir. Contract for Goods and Services Beginning date: 08/14/2013 Completion date: 11/31/2013 SUBTOTAL 2,600.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 2,600.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number, Amount E 670.08.19.00.60140 2,600.00 o Autho d Signature VENDOR COPY FORM #3 C I T Y OF A rGaq:, nt fo , lurch ,i -,w Drthik ASHLAND REQUISITION Date of request: 8-14-13 Required date for delivery: 8.14.13 Vendor Name AQUATIC ECOSYSTEM SCIENCES Address, City, State, Zip 295 EAST..MAIN ST. ASHLAND OR 97520 Contact Name & Telephone Number JACOB KANN 541.482.1575 Fax Number 541.552.1024 SOURCING METHOD Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Witten findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ® Direct Award Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ Stale of Washington Intermediate Procurement ❑ Sole Source Contract It GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date Description of SERVICES Total Cost AQUATIC SPECIALIST TO PROVIDE ASSISTANCE IN PROCUREMENT, SHIPPING AND ANALYSIS OF ALGAE SAMPLES FROM REEDER RESERVOIR $ 2,600.00 Item # Quantity Unit, Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quotelproposal $ 2,600.00 Project Number---------- Account Number 670.08.19.00.601400 Account Number Account Number 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: ITDirector Date Support -Yes/No By si ning th/is requisition fo I certify that the City's public contracting requirements have been satisfied. Employee Signature: 3 Z/ Department Head Signature: ~ Q Y Vat (Equal to or greater thkin UA ) City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year YES / NO Finance Director- (Equal to or greater than $5,000) Date Comments: Form #3 - Requisition