HomeMy WebLinkAbout2017-076 Contract - Small Woodland Services
' Contract for Personal Services
C [ T Y d CONSULTANT: Small Woodland Services, Inc
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CONTACT: Marty Maln, President
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 2779 Camp Baker Road
Telephone: 541!488-6002 Medford, OR 97501
Fax: 5411488-5311
TELEPHONE: (541)778-4545
DATE AGREEMENT PREPARED: 6/14/2017 Email: mmain3 mind.net
BEGINNING DATE: 7/112017 COMPLETION DATE: 6/30/2019
COMPENSATION: Not to exceed $148,000 over the 2017-2019 biennium and $74,000 per year thereafter.
(see proposal, Exhibit C)
SERVICES TO BE PROVIDED: Small Woodland Services, Inc to provide the services of a consulting forester
for the City in the management of its forestlands and as assigned forwork on adjacent federal lands and the
Ashland Wildland Urban Interface zone. Services include land management planning, consulting on technical
forestry issues, data collection, implementing silvicultural treatments and any associated tasks as requested
by the City and agreed to by the contractors
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 primary City of Ashland Contract. This contract maybe extended by mutual consent of both parties annually
for up to three (3) additional years for a maximum of five (5) years.
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, inconsideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as
follows:
1. Findings 1 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 b all em to ees.
Contract for Personal Services, Page 1 of 6
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 beheld responsible for any losses, expenses, claims, subrogations,
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
rovide Ore on workers' com ensation covera e for all their subject workers
Contract for Personal Services, Page 2 of 6
b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than
$1,000,000 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 $2,000,000 or
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 $1,000,000,
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 coverages) without 30 days' written notice from the Consultant or its insurer(s) to
the City.
f. Additional InsuredlCertificates 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 andlorself-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, suitor
proceeding (collectively, "the claim") between the City (andlor 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
HEISHE 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
1.
By By
Signature Department ead
Print Name Print Name
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Title Date
W-9 One copy of a W-9 is to be submitted with
the signed contract. Purchase Order ~P
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Contract for Personal Services, Page 3 of 6 ~ ~
Dat
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) I 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) I 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.
Contractor (Date)
Contract for Personal Services, Page 4 of 6
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EXHIBIT B
~ o s an
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~ ~ per hour effective June. 30, 20'17
(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 ormore 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 orpart-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,
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. C 1 T Y O F
ASHLAND
Contract for Personal Services, Page 5 of 6
Exhibit C
City of Ashland Forestlands Work Proposal
Offeror: Marty Main, President
Small Woodland Services, Inc.
2779 Camp Baker Rd. Medford, Oregon 97501
Number of Years in Business: 37, including 22 contracting in various capacities with the City of
Ashland.
Work Proposal:
Small Woodland Services, Inc. (SWS) will provide the services of consulting and contracting forestry and
resource management assistance for the City of Ashland in the management of its forestlands, and as assigned for
work on adjacent federal lands. SWS will provide a variety of services, consistent with work types and services
that have occurred in previous contractual arrangements with the City. Services to be provided will include the
following:
• Forestland management planning
• Consulting on technical forestry issues
• Preparation of silvicultural prescriptions and other management guidance
• Implementation of silvicultural treatments as appropriate
• Assist in development of plans to harvest merchantable trees to accomplish pre-designated objectives,
administer contracts related to that work and assist in marketing any products that result from the
implementation of forestland management activities
• Monitoring and inventory of existing forest and resource conditions, aswell aspost-implementation
results
• Working with City staff, City Council and Forestlands Commission as needed and on an ongoing basis
• Various activities associated with public engagement and education
• Any associated tasks as requested by the City and agreed to by SWS
Costs of Services:
A wide range of forest and resource consulting and contracting work activities are required of the organization
implementing the work under this proposal. Work projects are variable, and many evolve over time, both in size
and scope. For these and a variety of other operational and logistical reasons, SWS proposes to continue working
on a "labor and materials" basis. Professional forestry consulting work accomplished by the company President
and Lead Forester, Marty Main, is charged at $55.00 per hour. Other professional forestry work completed by
trained foresters or experienced forestry technicians is charged at $25.00- $45.00 per hour, depending on
personnel experience and work complexity. Additional forest contracting work is typically charged on a time and
materials basis. Rarely, additional specific expertise is included, or subcontracted, only ifpre-approved by the
City. Forestry contract labor is charged at $16.00- $24.00 per hour. SWS has completed all assigned tasks during
its entire contract relationship with the City, and it is believed that SWS has completed all forest and resource
management consulting and contracting activities with a high degree of quality at rates at or below industry
averages. No clients have ever made claims against SWS during its entire history.
Contract for Personal Services, Page 6 of 6
Exhibit C
City of Ashland Forestlands Work Proposal
Offeror: Marty Main, President
Small Woodland Services, Inc.
2779 Camp Baker Rd. Medford, Oregon 97501
Number of Years in Business: 37, including 22 contracting in various capacities with the City of
Ashland.
Work Proposal:
Small Woodland Services, Inc. (SWS) will provide the services of consulting and contracting forestry and
resource management assistance for the City of Ashland in the management of its forestlands, and as assigned for
work on adjacent federal lands. SWS will provide a variety of services, consistent with work types and services
that have occurred in previous contractual arrangements with the City. Services to be provided will include the
following:
• Forestland management planning
• Consulting on technical forestry issues
• Preparation of silvicultural prescriptions and other management guidance
• Implementation of silvicultural treatments as appropriate
• Assist in development of plans to harvest merchantable trees to accomplish pre-designated objectives,
administer contracts related to that work and assist in marketing any products that result from the
implementation of forestland management activities
• Monitoring and inventory of existing forest and resource conditions, as well as post-implementation
results
• Working with City staff, City Council and Forestlands Commission as needed and on an ongoing basis
• Various activities associated with public engagement and education
• Any associated tasks as requested by the City and agreed to by SWS
Costs of Services:
A wide range of forest and resource consulting and contracting work activities are required of the organization
implementing the work under this proposal. Work projects are variable, and many evolve over time, both in size
and scope. For these and a variety of other operational and logistical reasons, SWS proposes to continue working
on a "labor and materials" basis. Professional forestry consulting work accomplished by the company President
and Lead Forester, Marty Main, is charged at $55.00 per hour. Other professional forestry work completed by
trained foresters or experienced forestry technicians is charged at $25.00- $45.00 per hour, depending on
personnel experience and work complexity. Additional forest contracting work is typically charged on a time and
materials basis. Rarely, additional specific expertise is included, or subcontracted, only ifpre-approved by the
City. Forestry contract labor is charged at $16.00- $24.00 per hour. SWS has completed all assigned tasks during
its entire contract relationship with the City, and it is believed that SWS has completed all forest and resource
management consulting and contracting activities with a high degree of quality at rates at or below industry
averages. No clients have ever made claims against SWS during its entire history.
Contract for Personal Services, Page 7 of 7