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HomeMy WebLinkAbout2016-167 Contract - Western Financial Group Contract for Personal Services less than $35,000.00 C I T Y OF CONSULTANT: Western Financial Group -AS H LAND CONTACT: Kieu-Oanh Nguyen 20 East Main Street Ashland, Oregon 97520 ADDRESS: 3300 NW 185th Ave #270, Portland OR 97229 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 503-249-1412 DATE AGREEMENT PREPARED: June 30, 2016 EMAIL: ko@westernfinancialgroup.com BEGINNING DATE: July 1, 2016 COMPLETION DATE: June 30, 2017 COMPENSATION: See attached: Hourly charge of $225 plus related costs not to exceed $10,000 SERVICES TO BE PROVIDED: Financial advisor including evaluation of financing needs and options, preparing documents and advising/assisting staff in issuing bonds, loan placements, working with bond counsel and state agencies when preparing documents to incur debt financing. ADDITIONAL TERMS: In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Personal Services will be primary and take precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said prima City of Ashland Contract. 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 / 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 $20,283.20 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 an losses, expenses, claims, subro ations, Contract for Personal Services less than $35,000.00, Page 1 of 6 actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 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. C. 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 insu combined single limit, or the equivalent, of not less than Enter one: $250,000, $500,000, $1,000,00 $2,000,000 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 insuranc mbined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000 $2,000,000 Not Applicable for each occurrence for Bodily Injury and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: Contract for Personal Services less than $35,000.00, Page 2 of 6 $100,000, $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. e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish acceptable insurance certificates prior to commencing work under this contract. 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 Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. 15. 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 Consultant 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. Consultant, 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. 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. CONSULTANT, 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. Consultant 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 Consultant, with no further liability to Consultant. Certification. Consultant shall sign the certification attached hereto as Exhibit A and herein incorporated by reference. Consultant: City of Ashland ~ Department Head By Signature C 4e¢ ! ua 6~/L~ ~ Print Name Kieu-Oanh Nguyen Print Name /_3 z) 2 Partner Date Title Purchase Order No. W-9 One copy of a W-9 is to be submitted with the signed contract. Contract for Personal Services less than $35,000.00, Page 3 of 6 1 F WESTERN FINANCIAL GROUP 3300 NW 185th Avenue #270 Portland OR 97229 April 29, 2016 Lee Tuneberg Administrative Services and Finance Director City of Ashland 20 E. Main St. Ashland OR 97520 Via Email RE: WFG Engagement Letter Dear Lee: This letter specifies the terms of the engagement between Western Financial Group (WFG) located in Portland, Oregon and City of Ashland (Ashland). Scope of Municipal Advisory Activities to be Performed General advice on municipal financing as desired by Ashland. The scope of such request for services will be communicated by Ashland to WFG in writing. Independent Registered Municipal Advisor ("IRMA") If acting in the capacity of an Independent Registered Municipal Advisor ("IRMA") with regard to the IRMA exemption of the SEC Rule, WFG will review all third party recommendations submitted to WFG in writing by Ashland. Term of Engagement Agreement The commencement date of the agreement is the date of execution of this agreement and the termination date of this agreement is June 30, 2017 or earlier, at the option of either party. Any extensions must be mutually agreed upon by all parties in writing. Compensation and Out of Pocket Expenses Compensation for the municipal advisory activities to be performed for this engagement is hourly at a rate of $225 per hour. For financings where the scope is known, WFG can provide a fixed fee arrangement if desired. We will charge out- of- pocket expenses with no mark up. Our hourly rate will be adjusted annually based on the CPI of the Portland area, beginning July 1, 2016. Fiduciary Duty WFG is registered as a Municipal Advisor with the SEC and Municipal Securities Rulemaking Board ("MSRB"). As such, WFG has a Fiduciary duty to Ashland and must provide both a Duty of Care and a Duty of Loyalty that entails the following. Duty of Care: a) exercise due care in performing its municipal advisory activities; b) possess the degree of knowledge and expertise needed to provide Ashland with informed advice; c) make a reasonable inquiry as to the facts that are relevant to Ashland' determination as to whether to proceed with a course of action or that form the basis for any advice provided to Ashland; and d) undertake a reasonable investigation to determine that WFG is not forming any recommendation on materially inaccurate or incomplete information; WFG must have a reasonable basis for: i. any advice provided to or on behalf of Ashland; ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by Ashland, any other party involved in the municipal securities transaction or municipal financial product, or investors in Ashland securities; and iii. any information provided to Ashland or other parties involved in the municipal securities transaction in connection with the preparation of an official statement. Duty of Loyalty: WFG must deal honestly and with the utmost good faith with Ashland and act in Ashland's best interests without regard to the financial or other interests of WFG. WFG will eliminate or provide full and fair disclosure (included herein) to Issuer about each material conflict of interest (as applicable). WFG will not engage in municipal advisory activities with Ashland as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in Ashland' best interests. Conflicts of Interest and Other Matters Requiring Disclosures • As of the date of the Agreement, there are no actual or potential conflicts of interest that WFG is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If WFG becomes aware of any potential conflict of interest that arise after this disclosure, WFG will disclose the detailed information in writing to Ashland in a timely manner. • The fee paid to WFG increases the cost of financing to Ashland. The increased cost occurs from compensating WFG for municipal advisory services provided. • During the term of the municipal advisory relationship, this agreement will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this agreement and the revised writing will be promptly delivered to Ashland.lf during the term of this Agreement, WFG is paid a fee that is contingent on the size or closing of a transaction, WFG hereby notifies Ashland that a potential conflict of interest will exist for recommending the transaction. This disclosure of a potential conflict of interest will not impair WFG's ability to render unbiased and competent advice or to fulfill its fiduciary duty. Legal Events and Disciplinary History WFG does not have any legal events and disciplinary history on its Form MA and Form MA-1, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. Ashland may electronically access WFG's most recent Form MA and each most recent Form MA-1 filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companVsearch.htmi. There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-1 filed with the SEC. Recommendations If WFG makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by Ashland and is within the scope of the engagement, WFG will determine, based on the information obtained through reasonable diligence of WFG whether a municipal securities transaction or municipal financial product is suitable for Ashland. In addition, WFG will inform Ashland of: • the evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation; • the basis upon which WFG reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for Ashland; and • whether WFG has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve Ashland' objectives. If Ashland elects a course of action that is independent of or contrary to the advice provided by WFG, WFG is not required on that basis to disengage from Ashland. Record Retention Effective July 1, 2014, pursuant to the Securities and Exchange Commission (SEC) record retention regulations, WFG is required to maintain in writing, all communication and created documents between WFG and Ashland for 5 years. If there are any questions regarding the above, please do not hesitate to contact WFG. If the foregoing terms meet with your approval, please indicate your acceptance by executing both copies of this letter and returning one copy. Sincerely, For Western Financial Group f By: Kieu-Oanh Nguyen, Partner Agreed to and Accepted as of [Date]: City of Ashland By: [signature] secs f~~ ~t, [Individual Name, Title] 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: _x (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. _x (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. _x (5) Labor or services are performed for two or more different persons within a period of one year. _x_ _ (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. June 30, 2016 Contract for Personal Services less than $35,000.00, Page 4 of 6 CITY OF ASHLAND, OREGON EXHIBIT B City of Ash land LIVING per hour effective June 30, 2016 (Increases annually every June 30 by the Consumer Price Index) . - . - . , portion of business of their 401 K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the projector the employee. ➢ For all hours worked under a business from the City of service contract between their Ashland in excess of ➢ Note: "Employee" does not employer and the City of $20,283.20. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,283.20 or more. ➢ If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more ➢ For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50% or more of the ➢ In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Personal Services less than $35,000.00, Page 5 of 5 WESTFIN-01 CGREGUS '4~oRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/30/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: LaPorte & Associates, Inc. PHONE -4116 FAX A/c, No : (503) 231-9021 5515 SE Milwaukee Ave A/C No. Ext): (503) 239 Portland, OR 97202 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : TRANSPORTATION INSURANCE CO 29484 INSURED INSURER B: Admiral Insurance Company 24856 Western Financial Group, LLC INSURER C : 3300 NW 185th Ave #270 INSURER D : Portland, OR 97229 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE NSD WVD POLICY NUMBER MM/ D1YYYY MM/DDNYYY LIMITS A ! X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO R~~~ CLAIMS-MADE 1XI OCCUR X X B5085025930 04/26/2016 04/26/2017 P REMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY 1:1 JECOT- LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: NOH AUTO LIABIL $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ UMBRELLA LIAB EOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liab E000000154919 03/1312016 03/13/2017 Per Occurrence 2,000,000 B Professional Liab E000000154919 03/13/2016 03/13/2017 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Ashland, its officers, agents, and employees are included as additional primary insured(s) per attached. 30 Days Notice of Cancellation for reasons other than non-payment; 10 Days prior notice for non-payment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 E. Main St. ACCORDANCE WITH THE POLICY PROVISIONS. . Ashland, OR 97520 AUTHORIZED REPRESENTATIVE • © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CNA SB-146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED - BLANKET VENDORS h. "Bodily injury" or "property damage" arising WHO IS AN INSURED is amended to include as an out of the sole negligence of the vendor for additional insured any person or organization its own acts or omission or those of its (referred to below as vendor) with whom you employees or anyone else acting on its agreed, because of a written contract or agreement behalf. However, this exclusion does not to provide insurance, but only with respect to "bodily apply to: injury" or "property damage" arising out of "your (1) The exceptions contained in products" which are distributed or sold in the regular Subparagraphs d. or f.; or course of the vendor's business, subject to the (2) Such inspections, adjustments, tests or following additional exclusions: servicing as the vendor has agreed to 1. The insurance afforded the vendor does not make or normally undertakes to make apply to: in the usual course of business, in a. "Bodily injury" or "property damage" for connection with the distribution or sale which the vendor is obligated to pay of the products. damages by reason of the assumption of 2. This insurance does not apply to any insured liability in a contract or agreement. This person or organization, from whom you have exclusion does not apply to liability for acquired such products, or any ingredient, part damages that the vendor would have in the or container, entering into, accompanying or absence of the contract or agreement; containing such products. b. Any express warranty unauthorized by you; 3. This provision 2. does not apply to any vendor c. Any physical or chemical change in the included as an insured by an endorsement product made intentionally by the vendor; issued by us and made a part of this Policy. d. Repackaging, except when unpacked solely 4. This provision 2. does not apply if "bodily injury" for the purpose of inspection, nor "property damage" included within„ the demonstration, testing, or the substitution of products-completed operations hazard is parts under instructions from the excluded either by the provisions of the Policy or by endorsement . manufacturer, and then repackaged in the original container; 2. MISCELLANEOUS ADDITIONAL INSUREDS e. Any failure to make such inspections, WHO IS AN INSURED is amended to include as an adjustments, tests or servicing as the insured any person or organization (called additional vendor has agreed to make or normally insured) described in paragraphs 2.a. through 2.h. undertakes to make in the usual course of below whom you are required to add as an business, in connection with the distribution additional insured on this policy under a written or sale of the products; contract or agreement but the written contract or f. Demonstration, installation, servicing or agreement must be: repair operations, except such operations 1. Currently in effect or becoming effective during performed at the vendor's premises in the term of this policy; and connection with the sale of the product; 2. Executed prior to the "bodily injury," "property g. Products which, after distribution or sale by damage" or "personal and advertising injury," you, have been labeled or relabeled or used but as a container, part or ingredient of any other thing or substance by or for the Only the following persons or organizations are vendor; or additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: SB-146932-E Page 1 of 5 (Ed. 06/11) CNA SB-146932-E (Ed. 06/11) a. Additional Insured - Your Work (b) The construction, erection, or removal of elevators; or That person or organization for whom you do work is an additional insured solely for (2) This insurance applies only with respect liability due to your negligence specifically to operations performed by you or on resulting from your work for the additional your behalf for which the state or insured which is the subject of the written political subdivision has issued a permit. contract or written agreement. No coverage applies to liability resulting from the sole This insurance does not apply to "bodily negligence of the additional insured. injury," "property damage" or "personal and advertising injury" arising out of operations The insurance provided to the additional performed for the state or municipality. insured is limited as follows: c. Controlling Interest (1) The Limits of Insurance applicable to Any persons or organizations with a the additional insured are those controlling interest in you but only with specified in the written contract or respect to their liability arising out of: written agreement or in the Declarations of this policy, whichever is less. These (1) Their financial control of you; or Limits of Insurance are inclusive of, and (2) Premises they own, maintain or control not in addition to, the Limits of while you lease or occupy these Insurance shown in the Declarations. Y premises. (2) The coverage provided to the additional insured by this endorsement and This insurance does not apply to structural paragraph F.9. of the definition of alterations, new construction and demolition "insured contract" under Liability and operations performed by or for such Medical Expenses Definitions do not additional insured. apply to "bodily injury" or "property d. Managers or Lessors of Premises damage" arising out of the "products- completed operations hazard" unless A manager or lessor of premises but only required by the written contract or with respect to liability arising out of the written agreement. ownership, maintenance or use of that (3) The insurance provided to the additional specific part of the premises leased to you and subject to the following additional insured does not apply to "bodily injury," exclusions: "property damage," or "personal and advertising injury" arising out of the This insurance does not apply to: rendering or failure to render any (1) Any "occurrence" which takes place professional services. after you cease to be a tenant in that b. State or Political Subdivisions premises; or A state or political subdivision subject to the (2) Structural alterations, new construction following provisions: or demolition operations performed by or on behalf of such additional insured. (1) This insurance applies only with respect to the following hazards for which the e. Mortgagee, Assignee or Receiver state or political subdivision has issued A mortgagee, assignee or receiver but only a permit in connection with premises with respect to their liability as mortgagee, you own, rent, or control and to which assignee, or receiver and arising out of the this insurance applies: ownership, maintenance, or use of a (a) The existence, maintenance, repair, premises by you. construction, erection, or removal of This insurance does not apply to structural advertising signs, awnings, alterations, new construction or demolition canopies, cellar entrances, coal operations performed by or for such holes, driveways, manholes, additional insured. marquees, hoistaway openings, sidewalk vaults, street banners, or f. Owners/Other Interests - Land is Leased decorations and similar exposures; An owner or other interest from whom land or has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that SB-146932-E Page 2 of 5 (Ed. 06/11) CNA SB-146932-E (Ed. 06/11) specific part of the land leased to you and a written contract or written agreement subject to the following additional specifically requires that this insurance exclusions: be either primary or primary and This insurance does not apply to: noncontributing. (1) Any "occurrence" which takes place 4. LEGAL LIABILITY- DAMAGE TO PREMISES after you cease to lease that land; A. Under B. Exclusions, 1. Applicable to or Business Liability Coverage, Exclusion k. (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition following: operations performed by or on k. Damage To Property behalf of such additional insured. g. Co-owner of Insured Premises "Property damage" to: 1. Property you own, rent or occupy, A co-owner of a premises co-owned by you including any costs or expenses and covered under this insurance but only incurred by you, or any other with respect to the co-owners liability as co- person, organization or entity, for owner of such premises. repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such property for any reason, including Any person or organization from whom you prevention of injury to a person or lease equipment. Such person or damage to another's property; organization are insureds only with respect 2. Premises you sell, give away or to their liability arising out of the abandon if the "property damage" maintenance, operation or use by you of arises out of any part of those equipment leased to you by such person or organization. A person's or organization's premises; status as an insured under this 3. Property loaned to you; endorsement ends when their written contract or agreement with you for such 4. Personal property in the care, leased equipment ends. custody or control of the insured; With respect to the insurance afforded 5. That particular part of any real these additional insureds, the following property on which you or any additional exclusions apply: contractors or subcontractors working directly or indirectly in your This insurance does not apply: behalf are performing operations, if (1) To any "occurrence" which takes place the "property damage" arises out of after the equipment lease expires; or those operations; or (2) To "bodily injury," "property damage" or 6. That particular part of any property "personal and advertising injury" arising that must be restored, repaired or out of the sole negligence of such replaced because "your work" was additional insured. incorrectly performed on it. Any insurance provided to an additional insured Paragraph 2 of this exclusion does not designated under paragraphs b. through h. apply if the premises are "your work" above does not apply to "bodily injury" or and were never occupied, rented or "property damage" included within the held for rental by you. "products-completed operations hazard." Paragraphs 1, 3, and 4, of this 3. The following is added to Paragraph H. of the exclusion do not apply to "property BUSINESSOWNERS COMMON POLICY damage" (other than damage by fire or CONDITIONS: explosion) to premises: H. Other Insurance (1) rented to you: 4. This insurance is excess over any other (2) temporarily occupied by you with the permission of the owner, or insurance naming the additional insured as an insured whether primary, excess, (3) to the contents of premises rented contingent or on any other basis unless to you for a period of 7 or fewer consecutive days. SB-146932-E Page 3 of 5 (Ed. 06/11) CNA SB-146932-E (Ed. 06/11) A separate limit of insurance applies to "occurrence," offense, claim or "suit" is Damage To Premises Rented To You known to: as described in Section D - Liability and (1) You or any additional insured that is an Medical Expenses Limits of Insurance. individual; Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability assumed under a sidetrack agreement. insured is a partnership; Paragraph 6 of this exclusion does not (3) Any manager, if you or an additional apply to "property damage" included in insured is a limited liability company; the "products-completed operations (4) Any "executive officer" or insurance hazard." manager, if you or an additional insured B. Under B. Exclusions, 1. Applicable to is a corporation; Business Liability Coverage, the last (5) Any trustee, if you or an additional paragraph of 2. Exclusions is deleted and insured is a trust; or replaced by the following: (6) Any elected or appointed official, if you Exclusions c, d, e, f, g, h, i, k, I, m, n, and or an additional insured is a political o, do not apply to damage by fire to subdivision or public entity. premises while rented to you or temporarily occupied by you with permission of the This paragraph e. applies separately to you owner or to the contents of premises rented and any additional insured. to you for a period of 7 or fewer consecutive 7. Bodily Injury days. A separate limit of insurance applies to this coverage as described in Section D. Section F. Liability and Medical Expenses Liability And Medical Expenses Limits Of Definitions, item 3. "Bodily Injury" is deleted Insurance. and replaced with the following: C. The first Paragraph under item 5. Damage "Bodily injury" means bodily injury, sickness or To Premises Rented To You Limit of disease sustained by a person, including death, Section D. Liability And Medical humiliation, shock, mental anguish or mental Expenses Limits Of Insurance is replaced injury by that person at any time which results by the following: as a consequence of the bodily injury, sickness or disease. The most we will pay under Business Liability for damages because of "property Expanded Personal and Advertising Injury damage" to any one premises, while Definition rented to you, or temporarily occupied by a. The following is added to Section F. you, with the permission of the owner, Liability and Medical Expenses including contents of such premises rented Definitions, item 14. Personal and to you for a period of 7 or fewer consecutive Advertising Injury, in the days, is the Damage to Premises Rented to Businessowners General Liability You limit shown in the Declaration. Coverage Form: 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in We waive any right of recovery we may have injury to the feelings or reputation of a against: natural person, but only if such discrimination or humiliation is: a. Any person or organization with whom you have a written contract that requires such a 1. Not done intentionally by or at the direction of: waiver. 6. Broad Knowledge of Occurrence a. The insured; or The following items are added to E. b. Any "executive officer," director, Businessowners General Liability stockholder, partner, member or Conditions in the Businessowners Liability manager (if you are a limited liability Coverage Form: company) of the insured; and e. Paragraphs a. and b. apply to you or to any 2. Not directly or indirectly related to the additional insured only when such employment, prospective employment, past employment or termination of SB-146932-E Page 4 of 5 (Ed. 06/11) CNA SB-146932-E (Ed. 06/11) employment of any person or person by c. This provision (Expanded Personal and any insured. Advertising Injury) does not apply if b. The following is added to Exclusions, Personal and Advertising Injury Liability is excluded either by the provisions of the Section B.: Policy or by endorsement. (15)Discrimination Relating to Room, 9. Personal and Advertising Injury Re-defined Dwelling or Premises Caused by discrimination directly or Section F. Liability and Medical Expenses indirectly related to the sale, rental, Definitions, item 14, Personal Advertising Injury, lease or sub-lease or prospective sale, Paragraph c. is replaced by the following: rental, lease or sub-lease of any room, c. The wrongful eviction from, wrongful entry dwelling or premises by or at the into, or invasion of the right of private direction of any insured. occupancy of a room dwelling or premises (16)Fines or Penalties that a person or organization occupies committed by or on behalf of it's owner, Fines or penalties levied or imposed by landlord or lessor. a governmental entity because of discrimination. SB-146932-E Page 5 of 5 (Ed. 06/11) PFFAL ~ Purchase Order Fiscal Year 2017 Page: 1 of: 1 B City of Ashland - I ATTN: AP L Purchase L 20 E. Main Ashland, OR 97520 Order # T O Delivery must be made within doors of specified destination. V S E WESTERN FINANCIAL GROUP, LLC H C/O Finance N 3300 NW 185TH AVE #270 D PORTLAND, OR 97229 P 20 East Main O Ashland, OR 97520 R OT . - - _ - : - um - • = ~m - ~s1~s~~s~~= ram . - = - - _ - - - _ 503 249-1412 LEE T_UNEBERG WE ME= WEM - 07/07/2016 493 FOB ASHLAND OR Ci Accounts Payable 20m0- - sir- _ yC'1 _ _ 1 C-= - - _ - FINANCIAL ADVISOR SERVICE The Above Purchase Order Number Must Appear On All Correspondence - Packing Sheets And Bills Of Lading 1 FINANCIAL ADVISOR ON RETAINER TO WORK AS NEEDED 1.0 $10,000.00 $10,000.00 BUT OT TO EXCEEN $10,000; SEE ATTACHED ANGEM ENT LETTER; ACTUAL COSTS WILL BE CHARGED TO THE _ REQUESTING COA DEPARTMENT AND BUDGET CONTRACT FOR PERSONAL SERVICES LESS THAN $35,000 BEGINNING: 07/01/16 COMPLETION 06/30/17 GL Account: $10,000.00 GL SUMMARY 030900 - 604100 $10,000.00 Authorized Sa~gnature By: Authorized Signature Qf $10,000.00 FORM #3 CITY OF ASHLAND REQUISITION Date of request: June 30, 2016 Required date for delivery: Vendor Name WastPrn Financial Grnim Address, City, State, Zip 3300 NW 185th Ave. #270, Portland, OR 97229 Contact Name & Telephone Number Kieu-Oanh Nguyen Fax Number SOURCING METHOD ❑ Exempt from 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 _ Attach co of council communication _(If council approval required, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon Date approved by Council: ❑ Direct Award -(Attach copy of council communication) Contract # ❑ Verbal/Written 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 - (Attach copy of council communication) Description of SERVICES Total Cost Financial Advisor on retainer to work as needed but NOT to exceed $10,000; see attached $10,000.00 engagement letter; actual costs will be charged to the requesting COA department and budget. Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quote/proposal $10,000.00 Project Number - - - - - - - - - - Account Number 710 - 03 - 09 - 00 - 604100 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 /No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. Employee: Department Head: (Equal to or greater an $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year E / NO Finance Director- (Equal to or grea r than $5, 000) Date Comments: Each invoice is unique and will require a different appropriation coding as identified by the requesting department Form #3 - Requisition