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HomeMy WebLinkAbout2014-139 Contract - Valerie Annette Julien Contract for PERSONAL SERVICES less than $35,000 CITY OF CONSULTANT: Annette Julien ASHLAND CONTACT: Annette Julien 20 East Main Street Ashland, Oregon 97520 ADDRESS: 605 Talent Ave, Talent OR 97540 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 541-301-4492 Email: Annettej@osfashland.org DATE AGREEMENT PREPARED: FAX: BEGINNING DATE: Aril 2014 COMPLETION DATE: April 2015 COMPENSATION: $2,000 first invoice June 2014, $2000 second invoice December 2014, $2,500 final invoice April 2015 or when installation is completed. SERVICES TO BE PROVIDED: Creation and installation of sculpture "Fall Splendor" as presented by Ms. Julien and approved by the City Council on April 1, 2014. ADDITIONAL TERMS: See Scope of Work herein attached and incorporated. FINDINGS: Pursuant to AMC 2.50.120, after reasonable inquiry and evaluation, the undersigned Department Head finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings I Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service 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. 4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 5. Compensation: City shall pay Consultant for service 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. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. 7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 8. Living Wage Requirements: If the amount of this contract is $19,825 or more, Consultant 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 service work under this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 9. Indemnification: Consultant 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 Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, 'ud ments, or other damages, directly, solely, and proximately caused b the negligence of City. Contract for Personal Services, Revised 06130/2013, Page 1 of 5 10. 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. G. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: 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 Consultant 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 Consultant 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 Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant 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, Consultant shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant 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 Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 12. Assignment and Subcontracts: Consultant 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. Consultant 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. 13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract, its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant 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. 14. Insurance. Consultant 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. Professional 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 claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. C. 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. d. 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, Contract for Personal Services, Revised 06/30/2013, Page 2 of 5 States Constitution, or otherwise, from any claim or from the jurisdiction. 16. 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. 17. 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. Certification. Contractor shall sign the certifications attached hereto as Exhibits A and C herein incorporated by reference. Conicgnat:ure City shland By By t -K Department Head R NhI~,~C u CN~3 Print Name Print Name Sc.u~~ ~sZZ(~. X13 ~I~ Title Date W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. A0 AS FARM Ashland CttyAttomey Data 4 - 3 7, l~ 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. b -2~2o Contractor (Date) Contract for Personal Services, Revised 0613012013, Page 4 of 5 Scope of Work Addendum Public Art Installation Project on Calle Guanajuato staircase in the City of Ashland This Scope of Work Addendum to the Personal Services Contract Agreement (the "Agreement"), between Annette Julien hereinafter "Artist," and the City of Ashland, hereinafter "City," relates to the terms and conditions to design and install a sculpture on the upper pedestal adjacent to Calle Guanajuato staircase using the design approved by the City Council hereinafter "Design". WHEREAS, City owns or controls certain real properties which contain appropriate locations for the installation of public art; and WHEREAS, City, by and through the City of Ashland Public Art Commission commissioned Artist for public art at the above- described location in February 2014; and WHEREAS, following compliance with City ordinances and administrative policy for selection of public art, Artist's Design was selected for display; and NOW THEREFORE, for valuable consideration, the parties agree as follows: 1. Artist will create, transfer and install the sculpture on the upper pedestal adjacent to the Calle Guanajuato staircase. .2. Additionally, Artist expressly understands and agrees to the following terms and conditions: OWNERSHIP OF WORK/COPYRIGHT/REPRODUCTION/RESALE/DEACCESSION (A) OWNERSHIP. The WORK created under this agreement shall be the property of the CITY. (B) COPYRIGHT. The ARTIST shall retain copyright but shall make no exact duplications to full scale of the work at another location. All copyright and further reproduction rights to the WORK shall remain with the ARTIST. (C) PROTECTION OF COPYRIGHT. The CITY shall take reasonable measures to ensure that ARTIST'S copyright is protected; however, the ARTIST shall be responsible for the prosecution of any legal claims or suits to enforce its copyright. The CITY understands that the copyright to the WORK remains with ARTIST and that copyright is not transferred to the CITY unless otherwise stated in writing by the ARTIST. (D) COPYRIGHT CLAIMS. ARTIST hereby agrees that ARTIST shall give the CITY written notice prior to asserting any claim pertaining to the specific WORK referenced herein which may arise pursuant to 17 U.S.C. § 101 et seq. (the "Copyright Law"), including but not limited to 17 U.S.C. § 106A (e), the Visual Artists' Rights Act. Upon receiving such notice, the CITY shall have at least 90 days from the date of receipt to evaluate and/or cure any such claim that either or both of them have violated the ARTIST copyright. (E) REPRODUCTIONS. The ARTIST shall allow the CITY to make and authorize the malting of photographs and other two-dimensional reproductions of the WORK for educational, public relations, arts promotional, marketing, and non- commercial purposes for as long as the CITY owns the WORK. On any such reproductions, the CITY shall take reasonable measures to identify the ARTIST as the creator of the WORK. In the event the CITY wishes to use the WORK for commercial purposes, the CITY shall contact the ARTIST so that a separate agreement may be negotiated. (F) CREDITS. The ARTIST also agrees that photographic reproductions of the WORK made by ARTIST for publicity purposes shall refer to the fact that the WORK is installed in Ashland, OR as part of the City of Ashland's Public Art Collection. (G) DEACESSION PROCEDURE. The ARTIST agrees and acknowledges that should the deaccessioning of the WORK become necessary at any point, the CITY shall proceed with deaccessioning pursuant to the guidelines approved by the CITY as outlined in Ashland Municipal Code. (H) RESITING. The CITY intends that the WORK shall remain in its designated site; however, reserves the right to relocate the work. DELIVERY AND INSTALLATION (A) Upon acceptance of WORK in manner described in Exhibit "A", ARTIST shall deliver and install the WORK in good condition as specified in Exhibit "A". (B) Time of completion of the WORK is the essence of the Contract, and the ARTIST shall install the WORK on or before August 15, 2014. The CITY shall grant a reasonable extension of time to the ARTIST in the event there is delay on the part of the CITY in performing its obligations under this Agreement or if conditions beyond that ARTIST'S control (including, but not limited to, fire, theft, strikes, shortage of materials, and acts of nature) render timely performance impossible. WARRANTY, LOSS OR DAMAGES (A) ARTIST warrants that the WORK is and will be the original product of the ARTIST'S own creative efforts and does not infringe on any third party's copyrights or other intellectual property rights. This shall not, however, preclude ARTIST from subcontracting certain processes. The artist may subcontract portions of the work upon prior written consent from the CITY. (B) ARTIST warrants for a period of one year from the date of acceptance by the CITY of the WORK that the WORK shall be free from defects in material and worltmanship. The CITY shall not unreasonably withhold acceptance of the completed WORK or of its installation, and shall accept or reject the WORK no later than three days after the delivery or installation of the WORK as applicable to scope of work. In the event CITY rejects and ARTIST reworks the WORK as permitted on Exhibit A, the warranty set forth in this paragraph 8 (b) will be extended for one year from the later acceptance date. ARTIST shall repair or replace at the CITY'S discretion and at no additional cost to the CITY any portion of the WORK that is found to be defective during the warranty period. The CITY agrees to notify ARTIST of any such defect immediately upon discovery. Confirmation of notice shall be made in writing. (C) ARTIST shall assume all risk of loss or damage to the WORK prior to completion and installation. The CITY shall assume all risk of loss or damage in the WORK after acceptance of the WORK provided such loss or damage is not the fault of ARTIST. (D) In the event of physical loss or damage to the WORK prior to completion and installation, the ARTIST shall rectify the loss or damage by repair, restoration, replacement or other appropriate means as soon as possible at no additional cost to the CITY. REPAIR. With respect to any repair or restoration of the WORK not covered by the warranty provided in Paragraph 8, ARTIST shall be consulted if possible if the need for repair or restoration arises. The nature of the repair shall not significantly alter the original appearance of the work. ARTIST shall provide instructions for the repair of the WORK. MAINTENANCE. The CITY shall be responsible for the proper cleaning, maintenance, and protection of the WORK after installation, pursuant to instructions provided by ARTIST and submitted by ARTIST on the Conservation Record & Maintenance Form attached hereto as Exhibit "B". EXHIBIT "A" The ARTIST has been commissioned for a design submitted and approved by the City Council. The design proposal is attached hereto as Exhibit A-I as part of EXHIBIT "A". It is understood that ARTIST will make every effort to create the WORK in the spirit of the design, but that the necessity for continuous refinement and development may alter the final rendering. CITY has final approval rights. ARTIST SHALL: 1) Provide CITY with detailed project budget, a maintenance plan, and a description of proposed installation plans, the materials, and fabrication methods at the sites as directed by the CITY. 2) Design, fabricate, deliver and install the WORK in good condition in accordance with the ARTIST'S original design proposal, the model and images submitted, the specifications described in Exhibit A-I attached hereto, and subsequent discussions between the ARTIST, the CITY and representatives of the project site. 3) ARTIST shall leave WORK and site in good condition when installation is complete and will indemnify CITY for any costs or damages it incurs resulting from the installation process. ARTIST shall be financially responsible for any injuries or damages caused by the installation process. 4) Install the WORK in a manner acceptable to the CITY. "Fall Splendor" Concept: The artist drew inspiration for the piece from the Chinese Lantern plant. The plant grows a pod that encompasses a flower. In the fall the flower becomes a berry and turns bright orange and the heart-shaped leaves turn a coppery color. Materials and Measurements and Installation Material: Steel and Blown Glass 4 feet tall x 3 feet wide The sculpture will be bolted to the pedestal. Location: • Upper pedestal, Calle Guanajuato Staircase Maintenance: • Artist will provide complete maintenance instructions at completion of the project. Payment and Implementation Timeline: April 2014 April 2014 June 2014 First Invoice: Begin Fabrication ($2,000) December 2014 Second Invoice: Fabrication Continues ($2,000) April 2015 Final Invoice: Installation ($2,500) EXHIBIT "C" The ARTIST has been commissioned for a sculpture approved by the City Council. The design proposal is attached hereto as Exhibit A-I as part of EXHIBIT "A". It is understood that ARTIST will make every effort to create the WORK in the spirit of the design, but that the necessity for continuous refinement and development may alter the final rendering. CITY has final approval rights. ARTIST SHALL: 1) Provide CITY with detailed project budget, a maintenance plan, and a description of proposed installation plans, the materials, and fabrication methods at the sites as directed by the CITY. 2) Design, fabricate, deliver and install the WORK in good condition in accordance with the ARTIST'S original design proposal, the model and images submitted, the specifications described in Exhibit A-1 attached hereto, and subsequent discussions between the ARTIST, the CITY and representatives of the project site. 3) ARTIST shall leave WORK and site in good condition when installation is complete and will indemnify CITY for any costs or damages it incurs resulting from the installation process. ARTIST shall be financially responsible for any injuries or damages caused by the installation process. 4) Install the WORK in a manner acceptable to the CITY. CITY RECORDER Page 1 / 1 CITY OF - ASHLAND DATE ~"'v"~, "'PO'NUMBER:-.~- 20 E MAIN ST. 6/10/2014 12293 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 018671 SHIP TO: City of Ashland J U LI EN, VALERIE AN N ETTE (541) 488-6002 605 TALENTAVENUE 20 E MAIN STREET TALENT, OR 97540 ASHLAND, OR 97520 FOB Point: Req. No.: Terms: Net Dept: Req. Del. Date: Contact: Ann Seltzer Special Inst: Confirming? No Cluanti'', Unit ;%'Descin tion Unrt Price .'r ~Pri Public Art - Council Approved 6,500.00 Calle Sculpture "Fall Splendor" Contract for Personal Services Beginninq date: April, 2014 Completion date: April, 2015 SUBTOTAL 6 500.00 BILL To: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 6,500.00 ASHLAND, OR 97520 - Account Number. "'ProjeobNumber. ...'Amount,.° A000Uht.Number. Project Number_.`•.'Amount E 110.01.02.18.60416 E 000181.999 6,500.00 VENDOR Authorized Signa COPY FORM #3 CITY OF A request for a Purchase Order ASHLAND REQUISITION Date of request: Required date for delivery: / Vendor Name nn 44 Address, City, State, Zip j~ `ra le,„ Contact Name & Telephone Number Fax Number SOURCING METHOD ❑ Exemptfrom Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written 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 # ❑ VerbalMritten quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # 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 P bict, qp'160L s Mg r r e V W rn - ~L L/ r,x : 1t°l°~C~ Sayt )~'i i ,y l p l./ u call E 4 n Item # Quantity Unit Description of MATERIALS Unit Price Total Cost ' TOTAL CUST -a ❑ Per attached quotelproposal T Project Numberl)Q~1`-!~~Q Account Number .a 1LQ-fill-&-L~-k111(rc7 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: IT Director) Date Support -Yes I No By signing this requisition form, l certify that the City's public contracting requirements have been satisfied---,, Employee: Department Head: cVc` (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: /1^y, (Equal to or greater than $25,000) Funds appropriated for current fiscal year.., YG/ NO Finance Director- (Equal to or aterthan $5,000) Date " Comments: Form #3-Requisition