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HomeMy WebLinkAbout2017-1003 Regular Meeting Packet CITY OF ASHLAND Important:: Any citizen may orally address the Council on non-agenda items during the Public Forum. Any citizen may submit written comments to the Council on my item on the Agenda, unless it is the subject of a public hearing and the record is closed. Time permitting, the Presiding Officer may allow oral testimony. If you wish to speak, please fill out the Speaker. Request form locaied near the entrance to the Council Chambers. The chair will recognize you and inform you as to the amount of time allotted to you, if any. The time granted will be dependent to some extent on the nature of the item under discussion, the number of people who wish to speak, and the length of the agenda. AGENDA FOR THE REGULAR MEETING ASHLAND CITY COUNCIL October 3, 2017 Council Chambers 1175 E. Main Street Note: Items on the Agenda not considered due to time constraints are automatically continued to the next regularly scheduled Council meeting [AMC 2.04.030.E.] 7:00 p.m. Regular Meeting 1. CALL TO ORDER 11. PLEDGE OF ALLEGIANCE III. ROLL CALL IV. MAYOR'S ANNOUNCEMENTS V. APPROVAL OF MINUTES 1. Business Meeting of September 5, 2017 2. Business Meeting of September 19, 2017 3. Study Session of September 19, 2017 VI. SPECIAL PRESENTATIONS & AWARDS None VII. PUBLIC FORUM Business from the audience not included on the agenda. (Total time allowed for Public Forum is 15 minutes. The Mayor will set time limits to enable all people wishing to speak to complete their testimony.) [15 minutes maximum] VIII. CONSENT AGENDA 1. Procurement of three dump trucks each exceeding $100,000 2. Request for approval of a contract addendum for internet service 3. Authorization to transfer ownership of a retired police vehicle to Talent PD 4. Appointment of Jackie Bachman to the Housing and Human Services Commission COUNCIL MEETINGS ARE BROADCAST LIVE ON CHANNEL 9, OR ON CHARTER CABLE CHANNEL 180. VISIT THE CITY OF ASHLAND'S WEB SITE AT WWW.ASHLAND.OR.US CITY OF ASHLAND IX. PUBLIC HEARINGS (Persons wishing to speak are to submit a "speaker request form" prior to the commencement of the public hearing. Public hearings shall conclude at 9:00 p.m. and be continued to a future date to be set by the Council, unless the Council, by a two-thirds vote of those present, extends the hearing(s) until up to 10:30 p.m. at which time the Council shall set a date for continuance and shall proceed with the balance of the agenda.) None X. UNFINISHED BUSINESS None XI. NEW AND MISCELLANEOUS BUSINESS 1. Recommendation from the ad hoc City Hall Advisory Committee XII. ORDINANCES. RESOLUTIONS AND CONTRACTS None XIII. OTHER BUSINESS FROM COUNCIL MEMBERSIREPORTS FROM COUNCIL LIAISONS XIV. ADJOURNMENT OF BUSINESS MEETING In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Administrators office at (541) 488-6002 (TTYphone number 1-800-735-2900). Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the meeting (28 CFR 35.102-35.104 ADA Title 1). COUNCIL MEETINGS ARE BROADCAST LIVE ON CHANNEL 9, OR ON CHARTER CABLE CHANNEL 180. VISIT THE CITY OF ASHLAND'S WEB SITE AT WWW.ASHLAND.OR.US AGENDA FOR THE REGULAR MEETING ASHLAND CITY COUNCIL September 5, 2017 Council Chambers 1175 E. Main Street Note: Items on the Agenda not considered due to time constraints are automatically continued to the next regularly scheduled Council meeting [AMC 2.04.030.E.] 7:00 p.m. Regular Meeting CALL TO ORDER Mayor Stromberg called the meeting to order at 7:02 PM PLEDGE OF ALLEGIANCE ROLL CALL Councilor Darrow, Councilor Lemhouse, Councilor Morris, Councilor Slattery, Councilor Seffrnger and Councilor Rosenthal were present. MAYOR'S ANNOUNCEMENTS Mayor Stromberg announced vacancies on the Airport, Historic, Housing and Human Services, Tree, and Wildfire Mitigation Commissions. Councilor Slattery moved to remove the 8" quarter report from the Consent Agenda and place the item on a Study Session in the near future. Councilor Seffinger seconded. Councilor Slattery explained to move this to a Study Session for a broader discussion. Discussion: None. All Ayes. Motion passed unanimously. Fire Department, Chris Chambers presented Emergency Communications of Southern Oregon. For more information, go to: Ashland.or.us/smoke. APPROVAL OF MINUTES 1. Study Session of August 14, 2017 2. Business Meeting of August 15, 2017 Councilor Rosenthal moved to approve the minutes Councilor Slattery seconded. Discussion: None. All Ayes. Motion passed unanimously. SPECIAL PRESENTATIONS & AWARDS 1. Introduction to Emergency Communications of Southern Oregon (ECSO) Police Chief introduced Margie Moulin. Ms. Moulin presented a PowerPoint Presentation (see attached). Councilor Slattery questioned the increase in 911 calls. Ms. Moulin explained that the number of serious calls are coming in more often. Crime is rising. Councilor Rosenthal questioned how often technology has to be replaced. Ms. Moulin explained that it is very expensive so not as often as they should. She spoke that it would be 27 million dollars to replace radio infrastructure. For non-emergency calls please dial: 541-776 7206. 2. APRC - Senior Program Update Director of Parks and Recreation, Michael Black gave an update of the Senior Program (see attached). Mr. Black spoke that they will be looking at ways to increase revenue. He spoke that they are looking at additions to the program. He explained'that re-organizing is to better serve the entire community. Public Input Gwen Davies- 860 Harmony Ln., Ashland- Spoke regarding how things are being handled at the senior center. She suggested getting a group together to repeal the decision that was made to reinstate all the people who were laid off and follow what was said in the 2016 Audit. Heidi Gottlieb-Ashland- Spoke regarding the guidance document. She expressed concerns on how this decision was handled. She spoke in concerns replacing staff with less experienced personnel. She spoke that the Grove would not be a good place for the Senior Center and for this to be reviewed again. Sharon Laws -968 Hillview Dr. Ashland- Spoke that the Senior Center Program has served people for 4 decades with well qualified Staff and it will be a big job to build up the trust again with new employees. She spoke that the seniors are suffering. Councilor Rosenthal asked Commissioner Gardiner to describe the process. Mr. Gardiner spoke that the Ad-Hoc Committee will start in October and be done in January. The public meetings will be noticed and they encourage citizen input. The Ad-Hoc Committee will report to the Parks and Recreation Commission. Mr. Black spoke that a great place to find information is on the City website. Council discussed the core services that the Senior Center will provide. Councilor Lemhouse explained that Council and the Parks and Recreation Commission are separate. When a decision is made it is not within Council to repeal and overturn. Councilor Seffinger spoke that it has been suggested to have a Study Session regarding senior needs. Council discussed the difference between an Official Sub-Committee verses an Ad-Hoc Committee. PUBLIC FORUM Business from the audience not included on the agenda. (Total time allowed for Public Forum is 15 minutes. The Mayor will set time limits to enable all people wishing to speak to complete their testimony.) [I5 minutes maximum] Sherrill Morgan - 484 Euclid St., Ashland - Spoke regarding access to the Grandview trail. She explained the new owner has signs to keep public from walking on the trail saying cars will be towed. She spoke that there is no safe way to access the trail. She spoke that this has become a public safety issue. CONSENT AGENDA 1. Approval of minutes of boards, commissions, and committees 2. Appointment of Linda Reppond to the Housing and Human Services Commission 3. Federal Aviation Administration grant acceptance - Airport Master Plan 4. Confirmation of Mayoral appointment of Paula Brown as Public Works Director 5. Approval of Public Art Commission recommendation Councilor Slattery asked which art installation was chosen. Management Analyst, Ann Seltzer answered it was the piece called "Velocity". Councilor thanked all involved for their hard work. Ms. Seltzer thanked the volunteers who sat on the selection panel. Councilor Lemhouse questioned the timeline. Ms. Seltzer answered that installation will begin in March or April. 6. Declaration and authorization to dispose of surplus property in a sealed bid auction 7. Approval of charge of the Ad-Hoc Climate and Energy Action Plan Implementation Committee Mayor Stromberg spoke that the charge may come back with an addition. Councilor Seffinger moved to approve the Consent Agenda. Councilor Lemhouse seconded. Discussion: None. All Ayes. Motion passed unanimously. PUBLIC HEARINGS (Persons wishing to speak are to submit a "speaker request form" prior to the commencement of the public hearing. Public hearings shall conclude at 9:00 p.m. and be continued to a future date to be set by the Council, unless the Council, by a two-thirds vote of those present, extends the hearing(s) until up to 10:30 p.m. at which time the Council shall set a date for continuance and shall proceed with the balance of the agenda.) None UNFINISHED BUSINESS None NEW AND MISCELLANEOUS BUSINESS 1. Preliminary 8' Quarter Financial Report of the 2015-17 Biennium- This item was moved to a Study Session. 2. North Main Road Diet update Public Works Director, Mike Faught and Kim Parducci from Southern Oregon Transportation gave Council an update on the North Main Road Diet. Ms. Parducci explained that a study was done and went over the results and recommendations (see attached). Council discussed the proposed recommendations. Councilor Lemhouse moved to accept the road diet with the intentions to look at future recommendations at a future study session. Councilor Rosenthal seconded. Discussion: Councilor Lemhouse spoke in support to keep road diet with the intent to look at recommended improvements. Councilor Rosenthal agreed and suggested to see photos and images when this comes up again. Voice vote: All Ayes. Motion passed unanimously. Council directed Staff to get a proposed Study Session date regarding this topic. Public Input Bill Heimann - 647 Siskiyou BLVD., Ashland - Spoke regarding the economic benefits for riding bikes to commercial areas. Encouraged cycling and walking. Councilor Lemhouse spoke regarding safer conditions on Hersey St. Ms. Parducci spoke that this would be a good goal to look at. 3. Residential parking permit - 25 Gresham Street Engineering Services Manager, Scott Fleury spoke regarding the process about difficulty finding parking at this residence and gave a background. Public Input - Craig Wright -25 Gresham, Ashland- Mr. Wright thanked Staff and Council for their work on this issue. He went over reasons to support a residential parking permit at this residence. Councilor Rosenthal moved to approve one residential parking permit for 25 Gresham St. valid and renewable on a one-year basis. Councilor Lemhouse seconded. Councilor Rosenthal spoke that this is a positive step forward. Councilor Lemhouse agreed and appreciates Mr. Wrights patience through this process. Councilor Darrow spoke that these requests need to be looked at carefully and make sure these adjustments go along with parking plan. She spoke in reservations to vote for this without a policy in place. Councilor Morris agreed with Councilor Darrow; however, will support the motion and would like to see a policy in the near future. Councilor Seffinger spoke in concerns for making this exception for just one resident. She spoke that the City needs to look at this for the whole City and create a policy before an exception is made. Councilor Slattery spoke that he too is uncomfortable by not having a policy in place and one needs to be made immediately. Mr. Faught spoke that this person has nowhere to park and the need to develop residential programs for issues like these. Councilor Seffinger suggested to look at Allison St. and options for the handicap. Mr. Faught explained that Staff is looking at all. Roll call vote: Councilor Rosenthal, Councilor Slattery, Councilor Morris and Councilor Lemhouse: YES. Councilor Darrow and Councilor Seffinger: NO. Motion passed 4-2 Public Works Director, Mike Faught announced this would be his last meeting as he is retiring. He thanked Council and Staff for the years he worked with them. ORDINANCES, RESOLUTIONS AND CONTRACTS 1. First reading by title only of an ordinance titled, "An ordinance establishing greenhouse gas and fossil fuel reduction goals and targets for community and city operations" and move onto second reading City Attorney, David Lohman gave a Staff report. He explained the discussion was not about the content it was about whether or not to have this be an Ordinance or a Resolution. Councilor Lemhouse spoke that his main concerns in previous discussions was the possibility of a lawsuit. He asked Mr. Lohman if this new version will protect the City from a lawsuit. Mr. Lohman answered that the new version it is made clear that these are goals not enforceable actions. Councilor Darrow agreed with Councilor Lemhouses' comments and wanted reinstated the new version is goals and targets not enforceable actions. Public Input: Clancy Barry- 134 Church St., Ashland. Thanked Councilors. Spoke in the importance of this Ordinance. She spoke that many signatures have been collected in support of this issue. She spoke in the importance of a sustainable future for not just Ashland Citizens but people all over the State. She encouraged Council to pass the Ordinance. Ken Morrish-Ashland- Spoke in support of the Ordinance and the importance of Clean Energy. Maya Davis - 9667 Wagner Creek Rd., Ashland -Senior at Ashland High School. Thanked Mayor and Council. Spoke in support of the Ordinance. She spoke that Ashland Youth Climate has been working on this for 1.5 years. Bella Mannray-2745 Diane St., Ashland- Thanked Mayor and Council for creating an Ad-Hoe Committee for the plan. Spoke to the importance of the Ordinance. Annika Larson- 795 Ellendale High - Junior at Ashland High. Spoke that the climate is getting worse. Spoke in support of the Ordinance. Allie Rosenbluth- 90 N. Mountain. Ave., Ashland. Spoke in support of the Ordinance. Maya Livni-2532 Old Mill Way, Ashland - Spoke in support of the Ordinance. Maile Bennett - 492 Morton St., Ashland - Spoke in support of the Ordinance. Anya Moore-827 Morton St., Ashland -Spoke to approve the Ordinance. Ken Crocker-134 Nutley, Ashland-Spoke in support of the Ordinance. Carson Barry-134 Church St., Ashland -Thanked Council and spoke in support of the Ordinance. Bryan Sohl- 283 Scenic Dr., Ashland-Served on ad-hoc committee. Thanked Rosenthal and Hanks and ad - hoc members. Ad-hoc voted unanimously to approve the Ordinance. Spoke of the latest tragedies. Supports the Ordinance. Nicole Doran-285 Willow Springs Dr., Ashland- Recent graduate at Ashland High School. She thanked Council and spoke in support to adopt the Ordinance. Councilor Darrow suggested the proposed word change: In definitions- B. "City Operations" means any and all actions undertaken by the Ashland municipal government, including any operations at its own facilities ors-else.=tee Councilor Rosenthal moved to approve First Reading, and placement on a future Council meeting agenda for Second Reading, of the proposed ordinance presented as Attachment A and titled "An Ordinance Establishing Greenhouse Gas and Fossil Fuel Reduction Goals and Targets for Community and City Operations" Councilor Slattery seconded. Discussion: Councilor Rosenthal spoke that he has attended 300+ public meetings and was proud of the Community members of all ages to speak on this topic and the public process. Councilor Slattery agreed and spoke that the process and interaction set a model of how these things should happen. Councilor Lemhouse spoke that he opposed the original Ordinance because an effort to make change that goes around the democratic system by holding elected officials accountable. He spoke that Court is not a great way to solve problems. He spoke that it was great to see all the students who spoke tonight and to have a passion on this topic. He encouraged all to keep asking questions and be engaged. Councilor Seffinger spoke in support of the Ordinance. She spoke that this is just the beginning the hard part starts now. Councilor Morris spoke that he will support the Ordinance. Mayor Stromberg spoke that Ashland can make a difference. Roll Call Vote: Councilor Lemhouse, Councilor Morris, Councilor Darrow, Councilor Slattery, Councilor Seffinger and Councilor Rosenthal: YES. Motion passed unanimously. I Mayor Stromberg also spoke in support of the motion. 1. OTHER BUSINESS FROM COUNCIL MEMBERS/REPORTS FROM COUNCIL LIAISONS H. ADJOURNMENT OF BUSINESS MEETING The Business Meeting was adjourned at Respectfully submitted by: City Recorder, Melissa Huhtala Attest, Mayor Stromberg Immediately following the Study Session, the Council will hold an Executive Session regarding real property transaction pursuant to ORS 192.660(2)(e) In compliance with the Americans with Disabilities Act, ifyou need special assistance to participate in this meeting, please contact the City Administrator's office at (541) 488-6002 (ITYphone number 1-800- 735-2900). Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the meeting (28 CFR 35.102-35.104 ADA Title I). Mayor Stromberg also spoke in support of the motion. 1. OTHER BUSINESS FROM COUNCIL MEMBERS/REPORTS FROM COUNCIL LIAISONS II. ADJOURNMENT OF BUSINESS MEETING The Business Meeting was adjourned at Respectfully submitted b City Recorder, Melissa Huhtala Attest, Mayor tr mberg Immediately following the Study Session, the Council will hold an Executive Session regarding real property transaction pursuant to ORS 192.660(2)(e) In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Administrator's office at (541) 488-6002 (TTYphone number 1-800- 735-2900). Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the meeting (28 CFR 35.102-35.104 ADA Title I). MINUTES FOR THE CITY COUNCIL STUDY SESSION September 19, 2017 Council Chambers 1175 E. Main Street Mayor Stromberg called the meeting to order 8:08 p.m. in the Civic Center Council Chambers. Councilor Lemhouse provided a council liaison 2017-2019 Public Art Commission's (PAC) Goals and Strategies (see attached). Council discussed the PAC Goals and Strategies. Councilor Slattery addressed Council regarding the October 2nd Study Session. He spoke to invite all members of the Budget Committee to discuss the 8°i quarter review. It was decided that Mayor Stromberg would run the meeting. 1. Public Input None. 2. Look Ahead review Interim City Administrator John Karns reviewed items on the Look Ahead. 3. Discussion regarding cottage housing standards Planning Commission member Michael Dawkins, Chair Roger Pearce and Melanie Midlin were in attendance. Community Development Director Bill Molnar presented Council with a PowerPoint and gave a handout (see attached). Council discussed: • Co-housing. • Age friendly elements. • Transit Triangle. • Vacation Rentals. • Incentives. 4. Pioneer Hall Structural and Code Assessment Findings Interim City Administrator John Karns gave a brief background. He spoke that this year Pioneer Hall had a noted sagging of the ceiling. An engineering firm was hired to evaluate the entire building. There were several areas of deficiencies. Three main areas, roof structure, roof rafter ties are sagging but could fail at one point and the matrix of floor support. Council discussed: • Having a back-up plan. • Next steps. • Funding. • Winter shelter program. Bob Alteras, Vanessa Houk Pioneer, Jason Houk, Allan Miles, Bob Morse and John Wieczorek spoke regarding the Winter Shelter Program. Council discussed that Winter Shelter Program was not on the agenda and decided to reschedule this item once properly noticed. Councilor Darrow moved to suspend the rules to set a time limit to hear from the citizens present to discuss the shelter. No second. Motion died. Council discussed options on having a cost study regarding Pioneer Hall repairs. Council directed Staff to look at alternate locations sites for a Winter Shelter. ADJOURNMENT OF BUSINESS MEETING Meeting adjourned at 10:10 p.m. Respectfully submitted, Dana Smith, Community Development Executive Assistant Council discussed that ' Winter Shelter Program was not on the agenda and decided to reschedule this item once properly noticed. Councilor Darrow moved to suspend the rules to set a time limit to hear from the citizens present to discuss the shelter. No second. Motion died. Council discussed options on having a cost study regarding Pioneer Hall repairs. Council directed Staff to look at alternate locations sites for a Winter Shelter. ADJOURNMENT OF BUSINESS MEETING Meeting adjourned at 10:10 p.m. Respectfully submitted, ,4::X _ 2,,- t,.~ _ _ _ Dana Smith, Community Development Executive Assistant Atte t, ayor tromberg I i MINUTES FOR THE REGULAR MEETING ASHLAND CITY COUNCIL September 19, 2017 Council Chambers 1175 E. Main Street CALL TO ORDER Mayor Stromberg called the meeting to order at 7:04 p.m. in the Civic Center Council Chambers. ROLL CALL Councilor Slattery, Morris, Lemhouse, Seffinger, Rosenthal, and Darrow were present. MAYOR'S ANNOUNCEMENTS Mayor Stromberg announced vacancies on the Airport, Historic, Housing and Human Services, Tree, and Wildfire Mitigation Commissions. Mayor Stromberg introduced Public Works Director Paula Brown. APPROVAL OF MINUTES - None SPECIAL PRESENTATIONS & AWARDS 1. Annual presentation by the Airport Commission Engineering Services Manager, Scott Fleury and Airport Commission Vice Chair, Lincoln Zeve presented Council with the annual presentation. Over the last few years they developed public awareness about the airport through Airport Day. June 3, 2017, several thousand people participated in Airport Day. The next Airport Day is June 2, 2018. Additionally, every ten to twelve years, master plan, cost 340k and of that with a matching grant, the City will invest $6,000. It is a twelve-month process then goes before Council for approval. This year 135k, they are self-sustaining. Adding hangars. Hangars revert to the City after 25-years of ownership. The Airport is undergoing, runway closures, aviation run way pavement program. A few years back there was a program to ensure the landing zone was clear of trees that were growing through the runways. Mr. Fleury has improved managing trees. Councilor Seffinger spoke regarding an emergency earthquake. She spoke that the Airport would be very important and asked what type of gas storage is there. Mr. Fleury answered that there are above ground storage tanks that hold 2 and 3 thousand gallons. Also, Brim Aviation has a couple of tanker trucks that hold fuel as well. The critical thing would be repairing any damage to the runway. Councilor Darrow questioned if solar panels could be installed on the hangars. Mr. Fleury spoke that Staff will look at that. 2. City of Ashland Day of Peace Proclamation Mayor Stromberg read the proclamation of September 21, 2017 as City of Ashland Day of Peace aloud. PUBLIC FORUM Dennis Miller/725 Terra Ave/Sidewalks in downtown Ashland. He asked questions of business owners and City staff on who is responsible for maintaining the sidewalks and he has not received the same answer. He wanted Council to clarify and explain so he could conduct a feasibility study. The downtown did not go with the rest of the town, it needed to be restored. There were cities that had solved the problems and put in excellent sidewalks that attract tourists. Irene Simms/432 Ray Lane/The topic, is the travelers. She had been accosted by them, called foul names by a group that hangs out in City Hall. She did nothing to incur this reaction. There was an encampment in the parking lot at Rite Aid and the adjoining field. She called the police department and explained it was private property. The manager of Rite Aid manager got them out of the parking lot but the field was Jackson County. This is a societal issue. They are sleeping in the parking, leaving needles, needles at Rite Aid. Did not know the answer. Ron Roth/6950 Old Hwy S/Thought it was time if the City was concerned about affordable housing, it was time to talk about expansion in the urban growth boundary. He spoke that the City has never expanded the UBG so we can set our own rules. CONSENT AGENDA 1. Approval of minutes of boards, commissions, and committees 2. Letter of support to Jackson County Board of Commissioners regarding Dead Indian Memorial Road name change hearing. Councilor Slattery pulled Item #2. Assistant to the City Administrator, Adam Hanks spoke that there will be a formal hearing regarding the potential name change of Dead Indian Memorial Road. Pubic Input: Dave Hyde/616 Normal Avenue/Thanked Council for taking initiative on this action. 3. Award of contract to apparent low bidder for the Grandview Wastewater Lift Station Project #2007-26 Councilor Rosenthal pulled Consent Agenda item #3. Engineering Services Manager, Scott Fleury spoke to this item. Councilor Rosenthal/Slattery m/s to approve the Consent Agenda. Voice Vote: All AYES. Motion passed. PUBLIC HEARINGS None UNFINISHED BUSINESS None NEW AND MISCELLANEOUS BUSINESS None ORDINANCES. RESOLUTIONS AND CON'T'RACTS 1. Second reading by title only of an ordinance titled, "An ordinance establishing greenhouse gas and fossil fuel reduction goals and targets for community and city operations" City Attorney, Dave Lohman gave a brief Staff report. He proposed a slight change to the definition so the City was clear and not reaching out beyond the City's actual operations and came up with change on page 2 of 3. 9.40.010 (B) -(see changes in ordinance for minutes). This was the only proposed change. He included an attachment B that would take the City back to original language omitting "elsewhere." Councilor Rosenthal/Slattery m/s to approve Second Reading and adoption of an ordinance attached hereto as Attachment A and titled "An Ordinance Establishing Greenhouse Gas and Fossil Fuel Reduction Goals and Targets for Community and City Operations" as presented. DISCUSSION: Councilor Rosenthal supported the change and hoped the vote was repeated and unanimous. Councilor Slattery thanked Councilor Rosenthal for his actions and efforts. Councilor Lemhouse spoke to younger people, it was important they realized this was the beginning of the work and now the hard work began. Councilor Darrow thanked the City Attorney and Adam Hanks for their wordsmithing. It was a small change and appreciated them addressing it. Councilor Seffinger hoped it gave the young people a sense of hope. It was a great experience to hear from them and how intelligently they went about this. Roll Call Vote: Councilor Darrow, Slattery, Seffinger, Morris, Rosenthal, and Lemhouse, YES. Motion passed. OTHER BUSINESS FROM COUNCIL MEMBERS/REPORTS FROM COUNCIL LIAISONS ADJOURNMENT OF BUSINESS MEETING Meeting adjourned at 8:01 p.m. Dana Smith, Community Development John Stromberg, Mayor Executive Assistant i Fossil Fuel Reduction Goals and Targets for Community and City Operations"as presented. DISCUSSION: Councilor Rosenthal supported the change and hoped the vote was repeated and unanimous. Councilor Slattery thanked Councilor Rosenthal for his actions and efforts. Councilor Lemhouse spoke to younger people,it was important they realized this was the beginning of the work and now the hard work began. Councilor Darrow thanked the City Attorney and Adam Hanks for their wordsmithing. It was a small change and appreciated them addressing it. Councilor Seffmger hoped it gave the young people a sense of hope. It was a great experience to hear from them and how intelligently they went about this. Roll Call Vote: Councilor Darrow, Slattery,Seffinger,Morris,Rosenthal,and Lemhouse,YES. Motion passed. OTHER BUSINESS FROM COUNCIL MEMBERS/REPORTS FROM COUNCIL LIAISONS ADJOURNMENT OF BUSINESS MEETING Meeting adjourned at 8:01 p.m. fC11(443 '"‘YtAl Jo tromb g,Mayor Execigivp ssis?++t tkt V,SS 1, - C et C I Council Business Meeting October 3, 2017 Title: Procurement of three dump trucks each exceeding $100,000 From: Wes Hoadley Fleet/Maintenance/Safety Supervisor Wes.hoadley@ashland.or.us Summary: Approval is being requested for a cooperative procurement exceeding $100,000. The City is an active member of the Oregon Cooperative Procurement Program (ORCPP), which allows the City to procure goods and services directly from statewide price agreements. There are three dump trucks scheduled and budgeted for replacement, and staff recommends the City procure three customized dump trucks from the State of Oregon Contract #5559 with DSU Peterbilt & GMC, Inc., at a total cost of $306,628.00. Actions, Options, or Potential Motions: The Council, acting as the Local Contract Review Board, moves to approve the cooperative procurement for three customized dump trucks from the State of Oregon Contract #5559 with DSU Peterbilt & GMC, Inc. Staff Recommendation: Staff recommends the Council approve the cooperative procurement. Resource Requirements: Funds have been budgeted for these vehicles. Policies, Plans and Goals Supported: N/A Background and Additional Information: N/A Attachments: DSU Peterbilt Quote Dated September 18, 2017 State of Oregon Contract 95559 Page Iof I CITY OF -ASHLAND 1 ' September 18 2017 Wes Hoadley City Of Ashland 90 n. Mountain PETERBILT & GMC INC Ashland, OR Wes: Thank you for the opportunity to quote your next equipment purchase. Please find enclosed pricing and specifications on (3) three customized 2018 Peterbilt 337. 2018 MDL 337 Peterbilt per State of Oregon Pricing Agreement #5559 Quote numbers 7/6 Q70710112 Q11510397 UI Per ks htw -9K Io5 -1 Cab and Chassis Base Price per State of Oregon Pricing Agreement # 5559 70,815.00 Additional Chassis Options added ...........................................................................................10,595.00 HASSELL 5 Yard Dump Box per enclosed quote 16,755.00 Total Sales price with Body 98,165.00 or) ~ 3y1 Cab and Chassis Base Price per State of Oregon Pricing Agreement # 5559 70,815.00 I Additional Chassis Options added ...........................................................................................14,594.00 HASSEL 7 Yard Dump Box per enclosed quote ....................................................................17,575.00 C Total Sales price with Body ...................................................................................................102,984.00 C) CC~ Cab and Chassis Base Price per State Of Oregon Pricing Agreement #5559 70,815.00 Additional Chassis Options added .........................................................................................14,594.00 HASSELL 7 Yard dump box per enclosed quote .....................................................................20,070.00 Total Sales price with Body ..............................................................................................105,479.00 All prices include delivery to City of Ashland yard. Swan island h(lustrial Park P.O. Box 34SG Pord.md, Oregon 97208 Phone (503) 285-7771 1-800-556-4998 4810 N. Basin Ave., Portland, Oregon 97217 5555 N. Lagoon Ave., Portland, Oregon 97217 (Medfor(l) 3727 North Plmenix Rd., Phoenix. Oregon 97504 Phone 541-535.1446 1-800-232-(PETE)7383 HASSELL FABRICATION, INC. 300 Dead Indian Memorial Road Ashland, OR 97520 Date Estimate # 341.482.8730 9/82017 MH9619 Name / Address Mark Graham DSU Peterbuilt mgrahamn cufmcks.com Description Qty Cost Total 10 FOOTSQUARE BODY, 24 INCH DOUBLE WALL SIDES, 3/16 AP400 16.775.00 16,775.00 ' FLOOR 3116 AR400 TAILGATE. LIFT CYLNDER WITH MOUNT AND HINGE KIT. INSTALLED WITH FULL WET KIT HOT SHIFT PTO AND CONTROLS ON TRUCK, REAR HITCH PLATE WITH 270 PREMIER HITCH, BOX PAINTED TO MATCH TRICK CAB. SUPPORT HARDWARE PANTED BLACK 10 FOOT SQUARE BODY, 34 NCH DOUBLE WALL SIDES, 3116 AR400 17,575.00 17,575.00 FLOOR 3116 AR400 TAILGATE, LIFT CYLNDER WITH MOUNT AND TINGE ' KIT. INSTALLED WITH FULL WET KIT HOT SHIFT PTO AND CONTROLS ON TRUCK REAR HITCH PLATE WITH 270 PREMIER HITCH, BOX PAINTED TO MATCH TRUCK CAB, SUPPORT HARDWARE PAINTED BLACK. i Total Customer Signature I I Page 1 HASSELL FABRICATION. INC. 300 Dead Indian Memorial Road Ashland, OR 97520 Date Estimate # 541-382-3730 -I'm 017 MH9619 Name/Address , Mark Omhant DSU Petetbuilt mgrnllam n dsutmeks.com Description Qty Cost Total 10 FOOTSQUARE BODY, 34 INCH DOUBLE WALL SIDES. 3116 AR400 20,070.00 20,070.00 FLOOR 3116 AR400 TAILGATE. LIFT CYLINDER WITH MOUNT AND HINGE KIT. INSTALLED WITH FULL WET KIT HOT SHIFT PTO AND CONTROLS ON TRUCK. REAR HITCH PLATE WITH 270 PREMIER HITCH. BOX PAINTED TO MATCH TRUCK CAB, SUPPORT HARDWARE PAINTED BLACK. 3 DITCH GATES ON TAILGATE, MANUAL PULL TARP. Total $54,420.00 Customer Signature Page 2 Price Agreement Page I of 2 i i Award Summary Price Agreement Oregon Procurement Information Network Automotive Vehicles (Prod) Supplier Address Contract # DSU Peterbilt & GMC Inc. 5559 4810 N. Basin Amendment # 1 Portland, Oregon Revision # 2 % tJ. i 0~ 97217 1: Revision Date z, 09/13/2017 ` 1ttti~ Opportunity # Contact Brian Heinrich Phone 1 (503) 5353025 DASPS-2052-14 Fax 1 (503) 535-3095 Contract Start Date Email bheinrich@dsutrucks.com 04/06/2015 Expiration Date 03/31/2020 Supplier Number 47000 All dates are mm/dd/yyyy Attachments Exist C Amendment/Revision Comments Exist Secondary Suppliers Do Not Exist User Comments Do Not Exist f Contract Administrator Receiving Address Contract Filed At DAS Procurement Services See purchase order DAS PS j 1225 Ferry Street SE Salem, Oregon 97301 i Contact Darwin Kumpula (DPO/Buyer) Phone 1 (503) 378-5383 Fax Email Header Comments r This Amendment Reinstates the Price Agreement, Updates contract term language, Extends term. 4 Delivery Requirements See Price Agreement Payment Terms https://orpin.oregon.gov/open.dll/showDocSummary?sessionID=568951736&disld=1940323&printFlag=yes 9/22/2017 Price Agreement Page 2 of 2 Net 30 FOB FOB Destination Item # Quantity / Description Unit Cost Unit 1 Commodity No. 055-06 $0 1 Trucks, Suv Police EACH Mandatory or Convenience Current Amendment Value Mandatory $0.00 Minimum Order See Price Agreement Previous Contract Value Return Policy $75,000,000.00 See Price Agreement Warranty Current Amended Value See Price Agreement $75,000,000.00 Best Value Analysis Freight/ Surcharge Renewal Option CONTROL NUMBER: 1940323 Master File: ORPIN-75577-14 r https://oipin.oregon.gov/open.dll/showDoeSummary?sessionlD=568951736&disId=1940323&printFlag=yes 9/22/2017 DSU Peterbilt & GMC, INC, PA 439, Vehicle Type (Cab Chassis, Car, Economy, Hatchback, Price Model Base Model Vehicle MODEL Discounted Code Hybrid Electric, Manufacturer Description YEAR Net Invoice State Price Dealer Agreement . . Pick-Ups, Number Police, Sedan, SUV, VAN, Wagons) PETERBILT MODELS 26,000 GVWR CABOVER 220 Cab Chassis Peterbilt DIESEUAUTOMATIC 2018 $74,980.00 71,832.00 DSU PETERBILT 5559 19,500 GVWR CONVENTIONAL 325 Cab Chassis Peterbilt DIESEUMANUAL 2018 $68,051.00 66,596.00 DSU PETERBILT 5559 26,000 GVWR CONVENTIONAL 330 Cab Chassis Peterbilt DIESEUMANUAL 2018 $73,411.00 67,749.00 DSU PETERBILT 5559 26,000 GVWR CONVENTIONAL 337 Cab Chassis Peterbilt DIESEUMANUAL 2018 $77,018.0 70,815.00 D U PETERBILT 5559 DSU Peterbilt & GMC, INC, PA 439, 7ii Vehicle Type {Cab Chassis,, Car, Economy, Hatchback, Price Model Base Model Vehicle MODEL Discounted Hybrid Electric, Manufacturer Net Invoice Dealer Agreement Code Description YEAR State Price Pick-Ups, Humber Police, Sedan, SUV VAN, Wagons} 33,000 GVWR CONVENTIONAL 348 Cab Chassis Peterbilt DIESEUMANUAL 2018 $84,495.00 77,171.00 DSU PETERBILT 5559 33,000 GVWR CAB FORWARD 520 Cab Chassis Peterbilt DIESEUAUTOMATIC 2018 $132,065.00 117,605.00 DSU PETERBILT 5559 567 Cab Chassis Peterbilt 33,000 GVWR CONVE 2018 $125,453.00 111,985.00 DSU PETERBILT 5559 BUYERS GUIDE FOR FLEET Vehicles , BUYERS GUIDE FOR FLEET Vehicles Version j2.0J dated 1112012015 PROCUREMENT SERVICES CONTRACT ADMINISTRATOR: Greg Smith DAS EGS/PROCUREMENT SERVICES 1225 FERRY ST SE SALEM, OR 97301 503-378-5789 AV.; - rMC---k 5, Greg.f.Smith@oregon.gov ~<.i.~,~,..,.„To,a Ae CONTRACT DESCRIPTION: Use of this Price Agreement and sound business practice require that a selection process be followed to determine a "Best Value" price. This is accomplished in most cases by factoring industry and market pricing with the expected value and quality of the vehicle, solutions and services to be purchased, however, Best Value does not necessarily mean the lowest price offer. This selection process will assist the Authorized Purchaser in establishing Best Value. AWARDED PRICE AGREEMENT NUMBER[S]: 5556 Bruce Chevrolet - Kyle Olinger (503) 619-8324 kyle@brucechevrolet.com 5559 DSU Peterbilt - Brian Heinrich (503) 535-3025 bheinrich@dsutrucks.com 5561 ERide Ind - John Herou (763) 389-9139 jherou@e-ride.com 5560 McCoy Freightliner - Kevin Dripps (503) 283-0345 kevindripps@pdxftl.com 5551 Gresham Ford - Paul Blankenship (503) 490-6510 paul@greshamford.com • Page 1 of 3 BUYERS GUIDE FOR FLEET Vehicles 5555 Hubbard Chevrolet - John Boyer (800) 247-4336 johnboy@hubbardchevrolet.com 5550 Landmark Ford - Lisa OKeefe (503) 639-1131 ext709 GovtSales@landmarkford.com 5562 Mercedes Benz Smart Center of Portland - Ian Mcna (360) 949-3616 Imcna@lithia.com 5549 Northside Ford - Sharon Tucker (503) 282-7777 stucker@northsidetrucks.com 5558 Power Chevrolet - Jim Church (503) 769-7777 jimc@powerautogroup.com 5554 Power Chrysler, JEEP, DODGE - Don Kasinger (503) 871-0703 dpkasinger@aol.com 5548 Power Ford Lincoln - Don Kasinger (503) 871-0703 dpkasinger@aol.com I 5557 Suburban Chevrolet - DJ Anderson (503) 454-4960 dj@suburbanautogroup.com 5552 Tonkin Dodge - Chuck Baggs (503) 258-5704 s cbaggs@tonkin.com ' 5563 Tonkin Nissan - Jon Geffen (503) 258-6257 i jgeffen@tonkin.com f 5564 Tonkin Toyota - Jon Geffen (503) 258-6257 jgeffen@tonkin.com F 5553 Withnell Dodge - Matt McCowan (503) 364-0184 I I matt@withnellauto.com gf E Page 2 of 3 F E BUYERS GUIDE FOR FLEET Vehicles DAS PS Contacts: Greg Smith (503) 378-5789 - Greg.f.smith@oregon.gov BEST VALUE ANALYSIS INSTRUCTIONS and PRICING: "Best Value" is determined by reviewing and analyzing various factors related to the Authorized Purchaser and the pricing for the desired Goods and Services to reach a conclusion that the pricing is fair and reasonable. Goods and Services that are a Best Value are not necessarily the lowest priced. SPECIAL ORDERING INSTRUCTIONS: 1. Locate any of the above listed price agreements in ORPIN 2. Find the Excel spread sheet listed as "Buyers Guide" 3. Locate Vehicle type in column "B" by sorting column "B" 4. Evaluate best base model contract pricing in Column' F" S. Determine best dealer; Look up contact information in ORPIN, Call and Place Order using the appropriate contract# 6. If authorized purchaser needs options, or vehicle is not on the list, then use Best Value Analysis process. a. NOTE: The vehicles listed are "BASE Model" addition of options will change price and should be negotiated. UNIQUE CONSIDERATIONS OR HIGHLIGHTS OF PRICE AGREEMENT[S]: Common Grant Rule Compliant if you use the BVA process Page 3 of 3 ' i f Y! State of Oregon i o ~ • w I , 111L • PRICE AGREEMENT 5559 WITH DSU Peterbilt and GMC FOR Peterbilt and GMC PRICE AGREEMENT BY AND BETWEEN THE STATE OF OREGON, ACTING BY AND THROUGH ITS DEPARTMENT OF ADMINISTRATIVE SERVICES AND DSU Peterbilt and GMC gg 1 This Price Agreement is between the State of Oregon, acting by and through its Department of Administrative Services Purchasing Services department ("DAS PS") and DSU Peterbilt and GMC, a Oregon Corporation ("Contractor"), I i AGREEMENT Section 1-Definitions and Process 1.0, Definitions "Alternative Fuel Vehicle" (AFV) means a vehicle equipped to operate on any of the following fuels or combination of fuels: natural gas (CNG), bi-fuel natural gas (CNG and unleaded), bi-fuel propane (LPG and unleaded), hydrogen fuel cell and flexible fuel alcohol (methanol or ethanol). "Authorized Agency" means those State Agencies that are subject to the procurement authority of the Director of the Department pursuant to ORS 279A.050 and 279A.140 and with delegated authority pursuant to OAR 125-246-0170. This term also includes the Oregon Department of Administrative Services (the "Department") when the Department is engaged in Public Contracting (as defined under ORS 279A.010(1)(aa). i "Authorized Purchaser" means the State of Oregon, acting by and through DAS PS, and Authorized Agencies submitting Purchase Orders pursuant to OAS PS purchasing authority and direction and Independent Agencies submitting Purchase Orders pursuant to independent purchasing-authority. It may also Include ORCPP Participants and WSPC Participants with appropriate purchasing authority under their applicable statutes; rules, regulations or ordinances that submit .Purchase Orders to Contractor. "Base Model Price" means the maximum cost to the Contractor for new vehicle from manufacturer at the time the Contractor buys it. It is the cost to the Contractor of the vehicle with only Standard Equipment (no packages or factory installed options). All Standard Equipment Is Included in the.Base Model Price. Base Model Price does not include taxes, title, destinatlon charge, delivery and other options. "Be'st Value Analysis" means the method of determining a'supplier that will provide the best value to State under the given circumstance and awarded a Contract pursuant to this. Master Agreemprites described in Section 2 and Exhibit E. "Contract" means the entire agreement between the Contractor and the Authorized Purchaser, comprised of this Price Agreement, including any amendments and a signed Purchase Order. "Dealer Profit" means the amount the Contractor states in Attachment 1. for each vehicle offered that Includes Contractor profit, registration costs, initial gas, diesel or alternative fuel, preparotionand pre-servicing costs, costs of vehicle delivery from Contractor to Authorized' Purchaser within a-60 mile radius of Contractor location, two sets of keys, and any other miscellaneous costs not chargeable to Authorized Purchaser under this Price Agreement. "Destination Charge" means the amount the manufacturercharges the dealer to deliver anew vehicle from the factory. "Electric Vehicle" means an Alternative Fuel Vehicle that uses electric motors and motor controllers to propel the vehicle, in place of mote common propulsion methods suches the Internal combustion engine (ICE). "Final Bid Price" means the maximum contract price stated in Attachment 1 that Contractor will charge Authorized Purchase for a vehicle Model under this Price Agreement, Final Bid Price includes Contractor overhead, Contractor profit, registration costs, Initial gas, diesel or alternative fuel, preparation and pre-servicing costs, costs of vehicle delivery from Contractor to Authorized Purchaser within a 60 mile radius of Contractor location, two sets of keys, and any other miscellaneous costs not chargeable to Authorized Purchaser under this Price Agreement. "Goods" means the individual items and related Services, if any; described In Sections 6 and 7. "Independent Agencies" means those State Agencies with Independent procurement authority pursuant to ORS 279A.050, 279A.170and other provisions ofapplicable State law. "Model" means the manufacturer deslgnation.which Identifies a particular vehicle that O manufacturer produces. "Model Year" with reference to any specific, calendar year means the manufacturer's annual production period. i "MSRP" means the retail price set by the manufacturer and posted on the federally required window sticker for a Standard Equipped vehicle, ! "Net Involve" as used In Attachment 1 means Base Model Price plus Destination Charge., ' "ORCPP" means the Oregon Cooperative 'Purchasing Program, whose Participants Include but are not limited to: State Agencies not subject to. DAS PS purchasing authority, cities, counties, school districts, special districts, Qualified 2 Rehabilitation Facilities (QRFs), residential programs under contract with the Oregon Department of Human Services, United States governmental agencies, and American Indian tribes or agencies. "Participants" means members of ORCPP and WSPC. ! "Price Agreement" or "Agreement" means this agreement between the Contractor and DAS PS under which the Contractor agrees to hold prices, terms and conditions firm for a specified period of time for the benefit of Authorized Purchasers. "Purchase order" means the purchase document in proper form as described In section 2.6.4 and Illustrated in Attachment 2 that is submitted by an Authorized Purchaser to Contractor which together with this Price Agreement creates a Contract between Contractor and Authorized Purchasers for the purchase of the Goods described in the Purchase Order. "Services" means the services, if any, described in Sections 6 and 7 to be performed by Contractor under the Contract that are incidental to the purchase of Goods. "Standard" means everything related to the Goods that the manufacturer or Contractor offers to the general public during the applicable Model Year. "Standard Equipment" means the equipment in a vehicle Model from the factory before. any upgrade, package, trite, or options are added. "State" means the State of Oregon. "State Agency" or "State Agencies" means boards, commissions, departments, or agencies of the State of Oregon, whose costs are paid, in whole or in part from funds held in the State Treasury. i "UCC" means the Uniform Commercial Code, ORS chapters 71 and 72, as applicable and as amended from time to time. i 1.1 Parties 6 1.1.1 The only parties to this Agreement are Contractor and DAS PS, 1,1.2 Authorized Purchasers may purchase Goods and Services specified In Exhibit A by Issuing Purchase Orders that create and become part of separate Contracts. The only parties to a Contract created by a Purchase r 6 Order are the applicable Authorized Purchaser and Contractor, DAS PS is an 'Intended beneficiary of each l Contract created by a Purchase Order. 1.2 Best Value Analysis; Purchase Orders and Statements of Work: Authorized Purchasers may purchase Goods or Services from Contractor or other suppliers. Authorized Purchasers shall obtain Goods or Services using the Best j Value Analysis process outlined in Exhibit E. Suppliers chosen through the selection process in accordance with the Best Value Analysis are State's final decision. 1.2.1 After selecting the Contractor through the Best Value Analysis, the Authorized Purchaser may order Goods and Services during the term of this Agreement using a Purchase Order as follows: i 3 1 a) Authorized Purchasers that are agencies of the State of Oregon may use either of the following Purchase Orders: i) The OAS PS approved purchase order form provided ''n Exhibit B; or 11) An electronic ordering method when the Authorized Purchaser is using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by OAS PS In. writing, Contractor shall not accept a different type of Purchase Order from a State agency. b) Authorized Purchasers that are not agencies of the State of Oregon may use their own purchase order forms. c) To be effective, the Purchase Order must.speclfy all of the following: i) Language stating that the Purchase Order is submitted Under the Agreement (include the Agreement reference number from the Agreement coversheet). II) The specific Goods and Services and quantity of each item ordered. li() The net price. Iv) The requested delivery schedule. v) The delivery location(s). I, vl) The invoicing address, vii) The Authorized Purchaser's authorized representative and relevant contact Information, including an e- mail address or fax number, 1.2.2 A Contract created by a Purchase Order consists solely of the terms specified or required by this Agreement. Additional; different or conflicting terms and conditions In.any purchase order or any other form of either an Authorized I Purchaser or the Contractor-may not vary the terms of a Contract and are of no effect. 1.2.3 Contractor shall accept Purchase Orders from Authorized Purchasers' that comply with the provisions of this Agreement. until this Agreement terminates. Contractor.may, but is not-required to accept a Purchase Order that 1 requests delivery schedule of less than any minimurh lead time (if any) specified in Exhibit A. 1.2.4 A Purchase Order Is deemed accepted by Contr'acto'r unless Contractor rejects a Purchase Order within two (2) i business days after It is received, Contractor may reject a Purchase Order:' 1) using the some means as were used *to deliver the Purchase order, or 11) by e-mail or facsimile if that Information is evident on the Purchase Order. Contractor shall specify the reason(s) for rejection. 1,2.5 An accepted Purchase Order establishes a separate Contract between the Authorized Purchaser and Contractor i and includes the terms set forth In Sections X and 3. 1.2.6 OAS PS is not obligated or liable under a Purchase Order unless OAS PS is purchasing Goods or Services As the Authorized Purchaser. LW Nothing in this Agreement obligates any Authorized Purchaser to place any Purchase Order. 1.2,8 Contractor shall reject a Purchase order from any entity that is not an Authorized Purchaser under this Agreement. Contractor may verify that Authorized Purchasers are ORCPP participants at the following address: litti)://www.oregon.gov/DAS/S-Sr)/5--`PO/lndex.shtnil. 1.2.9 Contractor shall reject a Purchase Order that does not meet the requirements of this Agreement. 4 I 1.3 Prices 13,1 Except as provided In this Section, duringthe Term of this Agreement, Contractor shall offer Goods and Services to Authorized Purchasers at prices that do not exceed the prices listed in Attachment 1 of Exhibit A for that model year. - i 1.3.2 Contractor and Authorized Purchaser may agree to lower prices for Goods and Services. Those lower prices apply only to applicable Contracts between Contractor and Authorized Purchaser. 1.3.3 Contractor shall subtract from prices charged to Authorized Purchasers any unit price decrease that has beew I' achieved or gained by the Contractor, whether through the manufacturer or otherwise.. Contractor shall provide Authorized Purchasers the Immediate benefit of the decrease. Contractorshall promptly notify Contract Administrator of the amount and effective date of the decrease. 1.3.4 Either party to this Agreement may request a price ad)ustmeni, in whole or in part. 1.3.5 Purchase Orders shall clearly describe all Services to be performed or supplies to be.delivered so the full cost or price for the performance of the Services can be established when the order is placed. Orders shall be within the scope, Issued within the period of performance, and be within the maximum value of the contract. 1.4 VCAF and VSR Contractor shall remit to DAS PS a Vendor Collected Administrative Fee and Volume Sales Reports as described in Exhibit C. 1.5 Term of Agreement 1.5.1 The initial term of this Agreement begins on the date this Agreement has been signed by DAS PS and Contractor, and all required approvals have been obtained (the "Effective Date"), and ends on 31 December 2015, uniess terminated earlier in accordance with the termination provisions In this Price Agreement. If It Is In the best Interest of the State to do so, prior to expiration; DAS PS may extend the term of the'Prlce Agreement for up to five additional one year periods. Factors that may influence the State to extend a Price Agreement Include quality of customer services. and assistance,. increased discount In Exhibit A, decrease in dealer profit;. other discounts not included In discount for new models, or other value-added services available to Authorized Purchaser. 1.5.2 After this Agreement is terminated, Contractor. shall not accept new Purchase Orders. 1.5.3 Termination of this Agreement also terminates Purchase Orders In Which the:Contractor is not legally required to deliver specific quantities of Goods at specific times. The intent of this paragraph is to terininate. what is commonly known as a. blanket purchase order (an order that may contain detail of the Goods, but actual sale of Goods is made by periodic releases that specify a date for delivery of specific Goods). 1.5.4 Except as provided in Section 1.5.3, termination of this Agreement does not terminate any right or obligation of a party to a.Contract that is based on a Purchase Order accepted before termination of this. Agreement. 1.5.6 ONE MONTH EXTENSION. OPTION: Notwithstanding the foregoing, the DAS' PS reserves the right in Its sole discretion to extend the Price Agreement for a maximum of one (1) calendar month beyond the end of any term. DAS PS shall notify Contractor in writing of the one-month extension prior to the expiration of the then current term. Consecutive one month extensions obtained under this Section are not allowed. 6 1.6 Insurance; Contractor shall obtain Insurance specified In Exhibit D and. shall maintain the insurance until all Contracts under this Agreement are terminated. 1.7 Miscellaneous 1.7.1 Choice of Law. The laws of the State of Oregon (without giving effect-to Its. conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation; Its validity, interpretation, construction, performance, and enforcement. 1.7.2 Designation of Forum and Consent to Jurisdiction. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum: 1,7.3 Amendments. No amendment of this Agreement is valid unless it Is In writing and signed by the parties. 1.7.4 Transfer. Contractor shall not assign, delegate or *otherwise transfer ahy of its rights or obligations under this Agreement without first obtaining the written consent of DAS PS. DAS PS's consent to any subcontract (or other delegation of duties) does not relieve Contractor of any of its duties or obligations under this Agreement. This Agreement is binding upon and Inures to the benefit of each of the parties, and, except as otherwise provided their permitted legal successors and assigns. 1.7.5 Counterparts: This Agreement maybe executed In two or more counterparts, each of which is an original, and all of which together are deemed one.and the same Instrument. Notwithstanding that all parties are not signatories to the-same counterpart. 1. 7.6 Force Majeure. Neither party Is responsible for delay or default caused by an unallocated risk such as fire, riot, and acts of God or war, or by any other cause not within the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party Is unable to prevent. DAS PS may terminate this Agreement upon written notice after determining such delay or default will reasonably prevent successful performance of this Agreement. In the event of any.such delay, Contractor's obligations are suspended to the extent of and for the duration of such causes. However, Contractor shall take all good faith efforts to eliminate the cause of any such delay, and upon the cessation of such cause, shall resume performance of Contractor's obligations with all reasonable. diligence. If necessary, the period for performance under this Agreement will be extended to enable Contractor, once such causes have been removed, to fulfill Its obligations hereunder. 1.7.7 Entire Agreement: This Agreement, together with the attached exhibits, constitutes the entire agreement between the parties and merges all prior and contemporaneous communications with respect to the subject matter. 1.7.8 Notices: Except as otherwise expressly provided in this Agreement, any communications between the parties, or notices to be given under this Agreement, are effective only if given In writing by personal delivery, express courier, facsimile, or United States Postal Service, postage prepaid, to Contractor or DAS P$ at the address or number set forth herein or to such other addresses or numbers as either party may later indicate pursuant to this Section. Any communication or notice so addressed and mailed Is deemed given five (5) days after mailing, Any communication. or notice delivered by facsimile is deemed given on the day the transmitting machine:generates a receipt of a successful transmission of the notice, If transmission was during normal business hours, or on the next business day, If transmission was outside normal business hours. To be effective against DAS PS, any notice transmitted by facsimile 6 must be confirmed by telephone notice to DAS PS's Contract Administrator. Any communication or notice given by personal delivery or express courier is deemed given immediately upon such delivery, provided such' delivery Is made to the person indicated below. 1.7.9. No Third. Party Beneficiaries: DAS PS and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing In this Agreement gives, is Intended to give, or will be construed to give or provide, any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually Identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. 1.7.10 Walven The fallufe of OAS PS to enforce any provision of this Agreement or the waiver of any violation or nonperformance of this Agreement In one Instance does not constitute a waiver by DAS PS of that orany other provision nor is it a waiver of any subsequent violation or nonperformance. Such failure to.enforce waiver, If made, Is effective only In the specific instance and for the specific purpose given. 1 1.7.11 Certification of Compliance with Tax Laws; By signature on this Agreement for Contractor, the undersigned i hereby certifies under penalty of perjury that the undersigned Is authorized to act on behalf of contractor and that Contractor is, to the best of the undersigned's knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, "Oregon Tax Laws" means a state tax Imposed by ORS 320.005 to 320.150 and 903.200 to 403.250 and ORS chapters 118, 314, 316, 317 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310:706 and local taxes administered by the Department of Revenue under ORS 305.620. i 1.7.12 DAS PS's performance under this Agreement-Is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS Z79B.220, 2798,225 (If applicable to this Agreement), 279B.230 and 279B.235 (if applicable to this Agreement), which are incorporated into this Agreement by reference. 'Contractor shall, to the maximum extent economically feasible in the performance of this Agreement, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined In ORS 279A.010(1)(I,h)), and other recycled plastic resin products and recycled products (as "recycled product" is defined.in ORS 279A.010(1)(11)). 1.7.13 Contractor shall retain, maintain, and keep accessible all records relevant to the. this Agreement (the "Records") for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later, Financial Records will also be kept In accordance with Generally Accepted Accounting Principles (GAAP). During the record-retention period established in this Section, Contractor shall permit DAS PS and Its duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying: Section 2 -Standard Terms for Contracts under This Agreement 2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: The Contract consists.of the following documents, listed in order of precedence: a) Federal terms and conditions attached to the.Purchase order; if any; b) The Price Agreement Including exhibits; and c) The Purchase Order, less any federal terms and conditions. In the event any conflict Is based solely upon minimum standards, such as quality orsafety, the higher or more stringent standard applies. Contractor is responsible for making any modifications required to achieve compliance with 7 I applicable laws and standards. Contractor shall notify DAS PS and Authorized Purchasers of any such required modifications upon receipt of knowledge or notification of such. 2.2 PAYMENT: Contractor shall look solely to Authorized Purchaser for payment of all amounts that may be due underthis Contract. AUTHORIZED PURCHASER IS SOLELY RESPONSIBLE FOR PAYMENT UNDERTHIS CONTRACT. Subject to Authorized Purchaser's acceptance of goods, payment Is due from Authorized Purchaser within 45 calendar days after the date of the invoice. 2.3 OVERDUE CHARGES: At Contractor's option, it may assess overdue account charges to Authorized Purchaser up to a maximum rate of two-thirds of one percent per month (8K per annum). 2.4 PAYMENTADDRESS: Payments must be sent to the address specified in the Contractor's Invoice, 2.5 INVOICES: Contractor shall invoice Authorized Purchaser only after delivery of all Goods ordered. Invoices shall be sent to the address provided by Authorized Purchaser for that purpose. Contractor shall include all of the following In Its invoice: 2.5.1 Price Agreement number. 2.5.2 Purchase Order number. 2.5.3 Goods and Services ordered. 2.5.4 Date delivered. 2.5.5 Volume or quantity of Goods and Services delivered, 2.5.6 The price per item of Goods and Services. 2.5.7 The total amount Invoiced. 2.5.8 The address to which payment Is to be sent. 2.6 PRICES: Contractor represents that all prices for Goods under this Contractbre equal to or better than the prices listed in the PrlceAgreernmt 2.7 CANCELLATION; INSPECTIONS AND ACCEPTANCE: The Authorized Purchaser may cancel,an order In whole or in part before Goods and Services described in the cancelled whole or part are delivered. The Authorized Purchaser has ten (10) calendar days from date of delivery of the entire order within which to Inspect and accept or reject the Goods. If the Goods or Services are rejected, the Authorized Purchaser shall provide Contractorwith written notice of rejection. Notice of rejection must Include Itemization of apparent defects, including but not limited to (1) discrepancies between the Goods and Services and the applicable specifications or warranties (including variance from demonstrations or sample characteristics where demonstrations or samples have been provided), or (11) otherwise nonconforming Goods (including late delivery) and Services. Notice of rejection must also specify when cure will be allowed. 2.7.1 The Authorized Purchaser may elect to have Contractor deliver substitute conforming Goods at no additional cost to the Authorized Purchaser. In such an event, Contractor shall deliver substitute conforming Goods within ten (10) calendar days of receipt of notice of rejection. 2.7.2 If the Goods or Services are rejected or acceptance is revoked, Contractor shall refund any Contract payments that have been made with regard to the rejected Goods or Services, and shalf (at Contractor's sole cost and expense) remove the Goods within seven (7) calendar days of receiving notice of rejection or revocation of acceptance. 8 2.7.3 Nothing contained in Section 2.7 precludes Authorized Purchaser from other remedies to winch it may lie entitled upon rejection or revocation of acceptance. 2.8 REPRESENTATIONS AND WARRANTIES: 2.6.1 OFFICER STATUS, INSURANCE: Contractor represents and warrants that It is not an "officer," "employee," or "agent" of the Authorized Purchaser, as those terms are used in ORS 30.265. Contractor represents and warrants that Contractor has obtained and will maintain during the term of this Contract all Insurance required by the Price Agreement. 2.8.2 WARRANTY ON MATERIALS, DESIGN, and MANUFACTURE: Contractor represents and warrants that all Goods are new, unused, current production models, and are free from defects in materials, design and manufacture for Contractor further represents and warrants that all Goods are In compliance with and meet or exceed.. all factory specifications. 2.8.3 WARRANTY ON SERVICE STANDARDS: Contractor warrants that all Services required to be performed, If any, shall be performed in a good and workmanlike manner in accordance with standards prevalent In the Industry. 2.8.4 WARRANTY OF TITLE: Contractor represents and warrants that all Goods are free and clear of any liens or encumbrances, that Contractor has full legal title to the Goods, and that no other person or entity has any right, title or Interest in the Goods which is superior to or infringes upon the rights granted to the Authorized Purchaser under this Contract. 2.8.5 WARRANTY ON SAFETY AND HEALTH REQUIREMENTS: Contractor represents and warrants that Goods and Services provided under this Contract comply with all applicable federal health and safety standards, Including but.not limited to, Occupational Safety and Health Administration (OSHA and. all Oregon safety and health requirements, including, but not limited to, those of the Oregon Consumer and Business Services Department. 2.8.6 MANUFACTURER WARRANTIES: Contractor shat! have all manufacturer warranties covering the Goods and component parts, if any, transferred to the Authorized Purchaser attlme of delivery at no charge: 2:8.7 WARRANTIES CUMULATIVE: The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided In this Contract. All warranties provided in this Contract are cumulative, and are intended to afford the Authorized Purchaser the broadest warranty protection available. 2.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS: 2.9.1 Contractor shalt comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract as they may be adopted or amended from time to time.. 2.9.2 STATUTORYTERMS: Authorized Purchaser's performance under this Contract is conditioned upon Contractor's compliance with the obligations Intended foreantraciors under ORS 279B.220,.279B.225 (if applicable to this Contract), 2796.230 and 2798.235 (if applicable. to this Contract), which are incorporated Into this Contract by reference. Contractor shall; to the maximum extent economically feasible In the performance of this Contract,. use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled' plastic resin products and recycled products (as "recycled product" is defined in ORS 279A.010(1)(11)). 2.9.3 NONCOMPLIANT GOODS: In the event of a conflict between the specifications In this Contract and applicable federal or State law, the law prevails. Contractor shall make any modifications required to achieve compliance with 9 i ~I I law. When Contractor is notified or becomes aware of any required modifications, Contractor shall immediately notify DAS PS and Authorized Purchaser. 2.9.4 RECALLED GOODS OR COMPONENTS: In the event any Goods or component parts are recalled by a regulatory body or the manufacturer, or discovered by Contractor not to be In compliance with the applicable specifications, Contractor shall immedlately notify DAS PS and the Authorized Purchaser of the recall or non-compllance, and shall i i provide copies of the notice.or other documentation. Upon notification, Authorized Purchaser maValect to do any of the following: a) Cancel any portion of the Purchase Order. b) Reject the Goods, c) Revoke its acceptance of the Goods, d) Require Contractor to complete necessary modifications, where applicable, In a timely manner, at no charge to the Authorized Purchaser, e) Terminate the Contract. In the event of* rejection or revocation of acceptance under this subsection,. Contractor shall promptly remove the Goods At Its sole cost and expense, and reimburse Authorized. Purchaser for any payments made. 2.10 FOREIGN CONTRACTOR: If the amount of the Contract exceeds ten thousand dollars ($10,040), and if Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue all Information required by that Department relative to the Contract, Authorized Purchaser may withhold final payment under the Contract until Contractor'has met this requl.rement; 2.11 MATERIAL SAFETY DATA SHEET: Contractor shall provide the Authorized.Purchaser at time of delivery with a Material Safety Data Sheet (MSDS) as defined by the Occupational Safety and Health Administratlon (OSHA) for Any Goods provided under the Price Agreement which may release or.otherwise result In exposure to a hazardous chemical under normal conditions of use. In addition, Contractor must properly label, tag or mark such Goods. Additionally, Contractor shall deliver EPA labels and MSDS information if avallable and as requested by Authorized Purchasers. 2.12 TIME IS OF THE ESSENCE: Time is of the essence for performance ofCOntractor's performance obligations under this Contract. 2.13 FORCE MAJEURE: Neither Authorized Purchaser nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which Is beyond the party's reasonable. control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of Its obligations under this Contract.. Authorized Purchaser may terminate this Contract upon written notice to Contractor after reasonably determining. that such delay or default will likely prevent successful performance of the Contract, I 2,14 WORKERS COMPENSATION INSURANCE: All employers, including Contractor,.thatemploy subjectworkerswho work under the Contract In the State of Oregon shall comply with ORS 656.017 and provide the required workers' compensation coverage, unless such employers are exempt under ORS 656:126(2). Contractor shall require and ensure that each of its subcontractors, if any, complies with these requirements. I 2.15 FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: If Authorized Purchaser is an agency of the State of Oregon, payment obligations under this Contract are conditioned upon Authorized Purchaser's receiving funding, appropriations, limitations, allotments, or-other expenditure authority sufficient to allow Authorized Purchaser, in the exercise of its reasonable administrative discretion, to meet ifs payment obligations under this Contract. At the time 10 the Purchase Order was issued, Authorized Purchaser had sufficient funds available and authorized to make payments under this Contract, 2.16 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING: 2.16.1 Contractor is an Independent contractor, Although the Authorized Purchaserreserves the right (I) to determine (and modify) the deliveryschedule forthe Goods and (II) to evaluate the quality of completed performance, Authorized Purchaser cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing any obligations required by this Contract. 2.16.2 Contractor Is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor Is.subject to backup. withholding, Authorized Purchaser will not withhold from such compensation or payments any amount(s) to cover contractor's federal or state tax obligations. Contractor Is not eligible for any social security, unemployment Insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed Individual. 2.17 INDEMNIFICATION: 2.17.1 CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE AUTHORIZED PURCHASER, THE STATE OF OREGON AND ITS OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS,. SUITS, ACTIONS, PROCEEDING$, LOSSES, DAMAGES, LIABILITIES, AWARDS AND COSTS OF EVERY KIND AND DESCRIPTION (INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES AT TRIAL, ON APPEAL AND IN CONNECTION WITH ANY PETITION FOR REVIEW) (COLLECTIVELY, f`CLAIM") WHICH MAY BE'BROU.GHT OR MADE AGAINST ANY AUTHORIZED PURCHASER, THE STATE, OR THEIR AGENTS, OFFICIALS, EMPLOYEES AND ARISING OUT OF OR RELATED TO (I) ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY ANY ALLEGED ACT, OMISSION, ERROR, FAULT, MISTAKE OR NEGLIGENCE OF CONTRACTOR, ITS EMPLOYEES, AGENTS, RELATED TO THIS CONTRACT, (il):ANY ACT OR OMISSION BY CONTRACTOR THAT CONSTITUTES A MATERIAL. BREACH OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION ANY BREACH OF WARRANTY, OR (Ill) THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY BY DELIVERY OR USE OF THE GOODS, AUTHORIZED PURCHASER OR STATE SHALL PROMPTLY NOTIFY CONTRACTOR IN WRITING OVANY CLAIM OF WHICH AUTHORIZED.PURCHASER OR STATE BECOMES AWARE. CONTRACTOR'S OBLIGATION UNDER THIS SECTION SHALL NOT EXTEND TO ANY CLAIM PRIMARILY CAUSED BY (1) THE NEGLIGENT OR WILLFUL MISCONDUCT OF AUTHORIZED PURCHASER, OR (II) AUTHORIZED PURCHASER'S MODIFICATION OF GOODS WITHOUT CONTRACTOR'S APPROVAL AND IN A. MANNER INCONSISTENT WITH THE PURPOSE AND PROPER USAGE OF SUCH GOODS. 2.17.2 HOWEVER, THE OREGON ATTORNEY GENERAL MUST GIVE WRITTEN AUTHORIZATION TO ANY LEGAL COUNSEL PURPORTING TO ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF,.THE STATE OR ITS OFFICERS, EMPLOYEES AND AGENTS PRIOR TO SUCH ACTION OR REPRESENTATION, FURTHER, THE STATE, ACTING BY AND THROUGH ITS DEPARTMENT OF JUSTICE, MAY ASSUME ITS OWN DEFENSE, INCLUDING THAT OF ITS OFFICERS, EMPLOYEES AND AGENTS, AT ANY TIME WHEN IN'THE STATE'S SOLE DISCRETION IT DETERMINES THAT (1) PROPOSED COUNSEL IS PROHIBITED FROM THE PARTICULAR REPRESENTATION CONTEMPLATED; (II) COUNSEL IS NOT ADEQUATELY DEFENDING OR ABLE TO DE FEND TH E INTEREST$ OF THE STATE, ITS OFFICERS, EMPLOYEES O R AGENT$; (111) IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE; OR (IV) THE BEST INTERESTS OF THE STATE ARE SERVED THEREBY. CONTRACTOR'S OBLIGATION TO PAY FOR ALL COSTS AND EXPENSES SHALL INCLUDE THOSE INCURRED BY THE STATE IN ASSUMING ITS OWN DEFENSE AND THAT OF ITS OFFICERS, EMPLOYEES; OR AGENTS UNDER (I).AND (II) ABOVE. 2.18 BREACH: 2.18.1 BY CONTRACTOR: Contractor breaches this Contract if: 19 i i j a) Contractor-Institutes or has Instituted. against it Insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; b) Contractor no longer holds a license or certificate that is required for Contractor to perform Contractor's obligations under this Contract; or c) Contractor commits any breach of any covenant, warranty, obligation or' certification under this Contract, provided however that Contractor may cure the breach within the period specified In Authorized Purchaser's notice of default when Authorized P rchaser determines the breach Is curable by Contractor. 2.182 BY AUTHORIZED PURCHASER: Authorized Purchaser breaches this Contract if; a) Authorized Purchaser falls to pay Contractor any amount pursuant to the terms of this Contract, and Authorized Purchaser falls to cure such failure within ten (10) business days after delivery of Contractor's notice or such longer period as Contractor may specify In such notice; or b) Authorized Purchaser commits any breach of any covenant, warranty, or obligation under this Contract and such breach is not cured within ten (10) business days after delivery of Contractor's notice of breach or such longer period as Contractor may specify in such notice. 2.19 REMEDIES: 2,19.1 AUTHORIZED PURCHASER'S REMEDIES: If Contractor is in breach under Section.2,18.1, In addition to the remedies afforded elsewhere in this Contract, the Authorized Purchaser may recover any and all damages suffered as the result of Contractor's breach, Including but not limited to direct, Indirect, incidental and consequential damages, as provided in ORS 72.7110 to 72.7170. Authorized Purchaser may, at Its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, Including; but not limited to: a) Termination of the Contract as provided in Section 2.20,1; b) Withholding all monies due for invoiced Goods that Contractor is obligated but has failed to deliver or perform within any scheduled completion dates or has performed Inadequately or defectively,' c) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; and d) Exercise of its right of setoff, and withholding of monies otherwise due and owing in an amount equal to Authorized Purchaser's setoff without penalty to Authorized Purchaser. These remedies are cumulative to the extent the remedies are not inconsistent, and Authorized' Purchaser may pursue any remedy or remedies singly, collectively, successively or In any order whatsoever. 2.19.2 CONTRACTOR'S REMEDIES: If Authorized Purchaser terminates this Contract, or if Authorized Purchaser Is in breach under Section 2.18.2 and whether or not Contractor elects to exercise its right to terminate this Contract under Section 2.20.3, Contractor's sole remedy is: (a) A claim against Authorized Purchaser for the unpaid purchase price for Goods delivered and accepted by Authorized Purchaser, (b) with respect to services compensable on an hourly basis, a claim for unpaid Invoices, hours worked but notyet billed and authorized expenses for services completed and accepted by Authorized Purchaser, and (c) with respect to deliverable-based services, a claim for the sum designated for completing the deliverable multiplied by the percentage of services. completed and accepted by Authorized Purchaser, less previous amounts paid and any clalm(s) which Authorized Purchaser has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to Authorized Purchaser upon written demand. 12 i 2.20 TERMINATION: DAS PS may terminate this Agreement upon 30 calendar day's written notice to Contractor for any or no reason. DAS PS may also terminate the Price Agreement upon 30 days written notice to Contractor for reasons including but not limited to, unauthorized substitution of product or equipment, excessive delays in filling orders, poor workmanship, failure to perform as outlined in the specifications, inadequate customer service/support, unsatisfactory customer survey results and pricing irregularities contrary to the Price Agreement and not supported by written documentation from the manufacturer. 2.20.1 BY MUTUAL CONSENT: This Contract may be terminated at any time by mutual written consent of Authorized Purchaser and Contractor. r 2.20.2 RIGHTS OF AUTHORIZED PURCHASER. Authorized Purchaser may, at Its sole discretion, terminate this Contract for convenience with thirty (30) calendar days written notice, Authorized Purchaser may terminate this Contract Immediately upon notice to Contractor, or at such later date as. Authorized Purchaser may establish in such notice, upon the occurrence of any of the following events: (a) Authorized Purchaser falls to receive funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Authorized Purchaser, in the exercise of Its reasonable administrative discretion, to meet its payment obligations under this Contract; (b) federal or state laws, i regulations, or guidelines are modified or interpreted In such a way that either the purchase of the Goods by Authorized Purchasers under the Price Agreement is prohibited, or Authorized Purchasers are prohibited from paying for such Goods from the planned funding sources; or (c) Contractor is in breach of this Contract under Section 2.18.1. Upon receipt of written notice of termination, Contractor shall stop performance under this Contract if and as directed by Authorized Purchaser. J 2.20.3 RIGHTS OF THE CONTRACTOR: Contractor may terminate this Contract with a minimum ten (10) calendar days written notice to Authorized Purchaser, If Authorized Purchaser Is in breach of this Contract as described in Section 2.18.2. 1 i 2.21 ACCESS TO RECORDS: Contractor shall retain, maintain, and keep accessible all records relevant to the this Contract (the "Records") for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Financial Records will also be kept in accordance with Generally Accepted Accounting Principles (GAAP). During the record-retention period established In this Section, Contractor shall permit DAS PS, the Authorized Purchaser, their duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying. i 2.22. NOTICES: All notices required under this Contract must be In writing and addressed to the party's authorized representative. For Authorized Purchasers, the authorized representative is Identified In the Purchase Order. f . Contractor's authorized representative is Contractor's Contract Administrator Identified in the Price Agreement. i Mailed notices will be deemed received five (5) business days after post marked, when deposited, properly addressed and prepaid, into the U.S. postal service. If a notice is sent by facsimile, upon receipt by the party giving the notice of I an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that s the facsimile was sent in its entirety to the recipient's facsimile machine and number. Personal delivery is effective upon delivery. s 2.23 PURCHASE ORDERS; ACKNOWLEDGEMENTS: The parties acknowledge and agree that other than designation of order quantities, types of Goods, delivery destination, dates of order, and scheduled delivery of other performance, any Purchase Orders or acknowledgement documents are simply for the convenience of the parties to initiate or j confirm an order of Goods under this Contract and that no other terms or conditions contained In those documents are of any force or effect or are binding upon the parties. a 13 i i 2.24 GOVERNING LAW: This Contract is governed by and construed in accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws. 2.25 VENUE; CONSENT TO JURISDICTION: 2.25.1 STATE CONTRACT VENUE; CONSENT TO JURISDICTION: Any claim, action, suit or proceeding (collectively, "Claim") between an Authorized Purchaser that is an agency of the State of Oregon and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein shall be construed as a waiver of the State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon. i 2.25.2 ORCPP CONTRACT VENUE; CONSENT TO JURISDICTION: Any Claims between Contractor and an ORCPP I Authorized Purchaser other than an agency of the State of Oregon that arise from or relate to this Contract order shall be brought and conducted solely and exclusively within the Circuit Court of the county in which such ORCPP Authorized Purchaser resides, or at the ORCPP Authorized Purchaser's option, within such other county as the ORCPP Authorized Purchaser is entitled under the laws of the relevant jurisdiction to bring or defend Claims, If any such Clalm must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District in which such ORCPP, Authorized Purchaser resides. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION Of SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein shall be construed as a waiver of ORCPP Authorized Purchaser's sovereign or governmental immunity, if any, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon, 2.26 SURVIVAL: The following provisions survive termination or expiration of this contract: Sections 2.8, 2.9.4, 2.17, 2.19, 2.21, 2.24, 2.25, 2.27; Exhibit C and Section 3 of Exhibit D ("TAIL" COVERAGE). 2,27 SEVERABILITY: If any provision of this Contract Is declared by a court of competent Jurisdiction to be illegal or otherwise Invalid, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be Invalid. r 2.28 ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS: Contractor shall not assign, sell, transfer, or subcontract rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the r Authorized Purchaser. Further, no such written approval shall relieve Contractor of any obligations under the Contract, and any assignee, transferee, or delegate shall be considered the agent of Contractor. The provisions of this Contract are binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns. i i 2.29 MERGER CLAUSE; AMENDMENT; WAIVER: This Contract constitutes the entire agreement between Contractor and Authorized Purchaser on the subject matter of this Contract. There are no understandings, agreements, or representations, oral or written, not specified in this Contract on the subject matter. No amendment of this Contract is valid unless It is in writing and signed by the parties. No waiver or consent Is effective unless in writing and signed by the party against whom It is asserted. Waivers and consents are effective only in the specific instance and for the 14 r i • 3 s s specific purpose given, The failure of the Authorized Purchaser to enforce any provision of this Contract is not a waiver by Authorized Purchaser of that or any other provision. 2.31 VCAF and VSR. Contractor shall comply with the VCAF and VRS requirements of the Price Agreement, 2.32 INTENDED BENEFICIARY. DAS PS is an intended beneficiary of this Contract. But the parties to this Contract may modify the Purchase Order or terminate this Contract without the consent of DAS PS. 2,33 ASSIGNMENT OF ANTITRUST RIGHTS. Contractor irrevocably assigns to the State Of Oregon any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Contract, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's duties under this Agreement to Irrevocably assign to the State of Oregon, as third party beneficiary, any right, title or Interest that has accrued or which may accrue in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to the Contractor in pursuance of this Agreement, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action, Section 3 - Special Terms for Contracts Under This Agreement 3.1 NET INVOICE INCREASES FOR MODEL YEARS: 3,1.1 For 2015 Model Year vehicles, and any subsequent Model Year vehicles introduced for sale during the term of this Price Agreement, Contractor shall prepare and deliver a Net Invoice Increase letter proposing Net Invoice increases for such Model Year, together with the effective Model Year pricing change date established by the manufacturer, to ! 4 the DAS PS Contract Administrator within five (5) business days of Contractor's receipt of Model Year prices from the ! manufacturer. The Net Invoice Increase letter is the Contractor's firm offer of Net Invoice for the specified Model vehicle for that Model Year. r 3.1.2 Following receipt of a Net Invoice increase.letter in accordance with this section, DAS PS may, at its sole discretion, elect for a proposed Net Invoice Increase for a Model vehicle to accept It by amendment to Exhibit A, reject it and remove the Model vehicle from the Price Agreement, or conditionally reject It pending additional supporting E documentation necessary to accept it. 3.1.3 The Net Invoice for a Model vehicle in Exhibit A, Attachment 1, remains unchanged for subsequent Model Year vehicles absent amendment to Exhibit A by timely use of the process in this section. e 3,2 NEW MODELS FOR SUBSEQUENT MODEL YEARS: , 3:2.1 For new Model vehicles introduced for sale in 2015 Model Year and any subsequent Model Year during the term of this Price Agreement, Contractor shall prepare and deliver a new Model vehicle letter proposing Exhibit A, j Attachment 1 information for all columns, to the OAS PS Contract Administrator within five (5) business days of Contractor's receipt of Model vehicle prices from the manufacturer. The new Model vehicle letter is the Contractor's firm offer of Net Invoice for the specified Model vehicle for that Model Year. 3.2.2 Following receipt of a new Model vehicle letter In accordance with this section, DAS PS may, at its sole discretion, elect for a proposed new Model to accept. Model vehicle at Net Invoice and Discount by amendment to Exhibit A, reject t5 it, or conditionally reject it pending additional supporting documentation necessary to accept or modify Net Invoice and Discount, 3.2.3 Contractor shall follow the Instructions In Exhibit A to-compute Net Invoice and Discount for a new Model vehicle. DAS PS expects a product of the Triple Net Invoice pricing. r 3.3 CONTRACTOR COOPERATION: DAS PS may request that. Contractor produce documents and information as deemed necessary in DAS PS's sole discretion to verify and analyze any proposed change to Exhibit A. Contractor shall prepare and deliver documentation and information responsive to the DAS PS request within five (5) Business Days of Contractor's receipt of the DAS PS request. 3.4 SERVICE RATING AND EVALUATION: Beginning in model year 2015, DAS PS will conduct surveys of Authorized i f Purchasers to assess the quality of services and products provided by each Contractor. Customer ratings will be i Incorporated into the process in determining renewals and future awards. State may consider Contractor performance which may include: I l a) Commitment to and provision of superior customer services and assistance, particularly build/delivery dates; b) Adherence to the terms and conditions of the Price Agreement and resulting contracts; c) Attention paid to pre-servicing, registration and delivery requirements; d) Provision of accurate invoices and vehicles free of defect and damage, i Continued or substantial performance issues may result in non-extension of the Agreement. 1 3.5 ADVERTISING: Contractor shall place no advertising, such as dealer's name, logo or emblems on vehicles. Contractor shall reimburse Authorized Purchaser for any costs Incurred for removal of advertising from a vehicle. i f f 3.6 SILENCE OF SPECIFICATIONS: The apparent silence of the specifications as to any detail, or the apparent omission of a detailed description concerning any point, shall be interpreted as requiring that Contractor shall perform to only the best commercial practice and that Contractor shall supply and incorporate into Goods only materials and workmanship of first quality. However, if any omitted specification results in ambiguity as to material characteristics I r of the Goods, and inclusion is necessary to enable a reasonable person In the particular Industry to properly identify such characteristics, and Contractor failed to seek a formal request for solicitation change during the solicitation process for the Agreement, then Contractor shall be required to provide Goods meeting the Authorized. Purchaser's needs With regard to any omitted specification. s 3 3.7 ADHERENCE TO THE SPECIFICATIONS. Deviations discovered after purchase shall be corrected at no cost to the a Authorized Purchaser. Section 4 DELIVERY: 4.1 Delivery. Delivery schedules must be accurate. Contractor shall confirm and notify Authorized Purchaser within 1.4 days of Contractor's receipt of Purchase Order of factory acceptance of order, build date, and scheduled delivery date. It is desirable that vehicle delivery not exceed quoted delivery date by more than 30 days. In the event confirmation and notice exceeds the 14 day window or vehicle delivery exceeds the 30 day window stated here, the Authorized Purchaser may elect to cancel the order without penalty. 4.2 Pre-Delivery Inventory. Prior to delivery of any vehicle, the Contractor shall make arrangements with the Authorized Purchaser for the purpose of conducting a physical inventory of the vehicle(s), 16 ) i I i I r- 4.3 Pre-Delivery Service and Adjustments. As part of contract price for vehicle, Contractor shall complete pre-delivery servicing and adjustments such that vehicle can be put Into service as soon as it Is delivered. Pre-delivery servicing and adjustments Include but are not limited to the following: a. Make all adjustments 1•equired to meet Oregon safety inspection requirements and emission control certifications, b. Tune engine for altitude C. Adjust all accessories to optimal working condition. d. Inspect electrical, braking and suspension systems., e. Charge battery. f. Align front end. g. Inflate tires to optimal pressure.. h. Computer spin balance all wheels including spare. 1. Lubricate engine and chassis. Fill all lubrication reservoirs (crankcase, power steering, transmission, differential, power brakes) with appropriate lubricants for current operating temperatures. Affix a plastic statlctype sticker to upper left windshield advising of next recommended servicing. j. Service cooling system with permanent type antifreeze and summer coolant for -20 deg. F. Windshield washer fluid reservoir(s) should be full and of a type suitable to -20 deg, F. k. Ready vehicle for immediate operation,. Including gas, diesel and alternative fuel at a minimum of a 114 tank. 1. Assure vehicle is clean and thoroughly detailed inside and out. All upholstery and floor protection removed. Floor mats are to be placed, window decals removed and all adhesive cleaned from the vehicle. M. Correct all factory defects. 4.4 Authorized Purchaser may elect to take possession of a vehicle without Dealer Preparation and Pre-Servicing. Authorized Purchasershall advise'the Cointractor at the time the order is placed if the Authorized Purchaser makes that choice. In such an event, the Contractor shall reduce.the vehicle price by the Dealer Preparation'and Pre-Servicing Cost in Attachment 1 of Exhibit A. 4.5 Vehicles Covered by Price Agreement: This Is a. Price Agreement.for all Model Year 2015 Peterbilt and GM.C and their respective series (including all available AFV's up to and Including Electric Vehicles), and any new DSU Peterbilt and GMC models or series Introduced in Model Years 2015 and thereafter, 4.6 Keys; Documentation: Contractor shall deliver the following Items to Authorized Purchaser with each vehicle sold (*denotes documentation that must be provided only to those Authorized Purchasers registering their own vehicles): a. Operators (owners) manual. b. Manufacturer's warranty Information. c.'"Orlginal odometer statement. d. Copy of Manufacturer's Statement of Origin (MSO). e. Vehicle MSRP window sticker f. *Application for title properly completed and signed, g. Manufacturer's specifications attached to vehicle, It. Signed pre-delivery checklist certifying completion of the above items and those listed In Delivery 4 unless waived in favor of the Dealer Preparation and Pre-Servicing deduct (see Attachment 1 of Exhibit A). 17 I I. Two (2) sets of pre-tested keys marked with the VIN. number and license plate number and, the vehicle key code. 4.7 Registration: Except as otherwise expressly agreed In advance with Authorized Purchaser, prior to delivery Contractor shall properly register the vehicle to Authorized Purchaser, and when available, affix the authorized plates to the vehicle. Authorized Purchaser may elect to register a vehicle itself, Authorized Purchaser shall advise the Contractor'at the time the order is placed If the Authorized Purchaser will register a vehicle Itself In such an event, the Contractor shall reduce the vehicle price by the Registration Cost In Attachment 1 of Exhibit A. Section 5-Signature of Contractor's Duly Authorized Representative. 5.1 The undersigned represents: (a) He/she Is a duly authorized representative. of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Agreement and to execute this Agreement on behalf of Contractor;. (b) Contractor is bound by and will comply with all requirements, specifications, andterms contained in this Agreement; j (c) ' contractor will furnish the Goods in accordance with Contracts under this Agreement; and (d) Contractor shall furnish federal Identification number or social security number under a separate document. (e) All Contractor affirmations contained in Its bid or proposal related to this Agreement are true and correct. (f) Contractor has not discriminated against and will not discriminate against.minority, women or emerging small business enterprises certified under ORS 200.055 or against a business enterprise that is owned or controlled by or that employs a disabled veteran as defined In ORS 408.225 In. obtaining any required subcontracts, and that Contractor is not in violation of any nondiscrimination laws. Agreed: Contractor's Name: Authorized Signature: r" Printed Name of Authorized $9g ature; Title of Authorized Signature: Date: 3 '?_3 PC , Administrative. Contact (also referred to as Contract Adm(nistrator-Type or Print): 1~ tb -P rly~ w (~n~. Telephone Number of Administrative Contact: (tit?&) 535^307.5 18 Fax Number of Administrative Contact: (fa(J y 5.:5 - .ZS 11 Email Address of Administrative Contact: hl t e_) n n(,l , (fSGlaYc~['l{ e (~.lYl_ Mailing Address of Administrative Contact: Section 6 -Signature of DAS PS Agreed: Authorized Slgnature: 3)____ `_.,1_-..-~ Date: i DAS PS Contract Administrator (Type or Print): Dow- 2fuvwi d,3 Telephone Number: ('5 013123 4 (oW -3 Fax Number: (5O3) 37 3 ) (o ~~P i ' 19 Attachment 1 will become part of this exhibit. Exhibit A GOODS AND SERVICES (TO BE FILLED iN FOLLOWINGAWARDI Contractor shall provide the Goods and Services described in this Exhibit' A in accordance with the requirements of the Contract. DAS. PS offers Authorized Purchasers a "catalog" approach to purchasing Goods and Services under current statewide price agreements. This catalog approach will list Contractor's Goods and Services Ina master indexof all dealers and vehicles, which will act as a single starting point for Authorized Purchasers to locate Goods and Services available under this Price Agreement. DAS PS or Authorized Purchaser may perform the following: Technical Analysis and Monitoring Contractor Performance, A..quality Assurance (OA): Contractor should perform a. pianned.and systematic action, necessary to provide adequate confidence that the Vehicles or Service to the vehicles will perform and be completed in a satisfactory manner. OA Includes quality control, which comprises all those actions necessary to control and verify the features and characteristics of a the prodrict,:or service to specified requirements. B. Monitoring performance: The Authorized Purchaser may request the status of a Purchase Order or request to analyze the Contractor's schedule to ensure that the order Is on time a progressing as needed. ~ C. Meetings with Contractor Management: Meetings with across-section of contractor personnel, including top level contractor management, agency and State procurement staff, to discuss the contractors performance to ensure that contract requirements are tieing complied with and that their order for goods and services is progressing according to schedule. D. Physical Inspection: TheAuthorizedPtlrchasersmethodsofinspectionmayrangefromasimplephysical"kick the tires" validation to a more structured surveillance designed to validate satisfactory completion-of critical sub points depending on the complexity and size of the order; E. Review of Contractor Payment Requests - Review, Approval, and Processing: The authority to approve or disapprove payments is the responsibility of the Authorized Purchaser. It Is Important that roles and responsibilities of procurement, program and finance officials be clear and understood with regard to review and approval of Contractor requests for payment. i i Exhibit B FORM OF PURCHASE ORDER 20 STATE OF OREGON PURCHASE PAGE ii ORDER (PO) NO. Authorized Purchaser's Authorized Purchase Order Date Requisition No. Representative Contractor Name and Address Authorized Purchaser's Invoicing Address Contractor FEIN Price Agreement number Authorized Purchaser's Authorized Representative Email Address Deliver to Address Authorized Purchaser's Authorized Representative Phone and Fax Number Delivery Schedule or Delivery Date item.. Descri tloir Quantlt :uJM Unlt,Prlce.. = Net Price . - - - = - - _ -Sub Total = - Freight : - - This Purchase Order, in addition to any exhibits or addenda attached, is placed against State of Oregon Solicitation N and Price Agreement . The terms and conditions contained in the Price Agreement apply to this purchase and take precedence overall other conflicting terms and conditions, express or implied. There are no understandings, agreements or representations, oral or written, not specified herein. Agency's Authorized Representative to Make Purchase Date 21 Exhibit C Vendor Collected Administrative Fee and Volume Sales Reports 1) VCAF a) Contractorshall remit to DAS PS a Vendor Collected Administrative Fee ("VCAF") no laterthan forty- five (45) calendar days after the end of eacli calendar quarter. b) Contractor shall not reflect the VCAF as a separate line item charge to AUthorized Purchasers. c) Contractor shall keep records showing the sales of Good's pursuant to this Agreement In. sufficient detail to enable the DAS PS to determine the VCAF payable by Contractor and further agrees to permit its books and records to be examined from time to time to the extent necessary to verify the Volume Sales Reports. Such examination is to be made at the expense of DAS PS by any auditor appointed by DAS PS who is reasonably acceptable to Contractor; or, at the option and expense of Contractor, by a certified public accountant appointed by Contractor. d) In the event that such examination reveals underpayment of the VCAF, Contractor shall Immediately pay to DAS PS the amount of deficiency, together with Interest thereon at the rate provided In Section 1.3 b). If the examination reveals.an underpayment of 5% or more, Contractor shall reimburse DAS PS for the cost of the audit. e) The VCAF Is a charge equal to in an amountequal to One Percent (1%) of up to $17,500.00 Individual total sales price per unit (VCAF capped at a maximum of $175.00 per unit), as Illustrated below." For Item 01 the unit sale price of that vehicle Is below $17,500, thus VCAF Is calculated at 1%. 1%X $9,900.00 = $9900 for VCAF. For Item 2 and multiple quantities VCAF is calculated at: 1% times unit sale price = $99. For Items 3 and 4, the unit sale price Is above $17,500.00, thus the VCAF Is capped at $175.00 per unit" f) Contractor late payments of the VCAF accrue Interest at a rate of 18% per annum or the maximum rate permitted bylaw, whichever is less, until such overdue amount shall have been paid in full. Item,,; < .4uan l4u pe~prJ ` t)on.,., . , s _ U l ti e P , e.$ : GAF tR.a ; . F,lft"e fiotal. . 1 1 Ford Ranger In Dazzling $9,900.00 $99.00 $9,999.00 White 2 2 Ford Ranger in Shadowy $9,900.00 $198.00 $19,998.00 Black .3 1 Ford Cab Chassis F350 $27,500.00 $175.00 $27,675.00 4 6 Ford Cab Chassis F600 $33,300.00 $.1,050:00 $34,350.00 22 g) Contractor shall make VCAF payments by Automated clearing House (ACH) transactlons, Contractor may elect to make payments by ACH Debit or ACH Debit, [Contractor: cheek:oite,gf.fhe poiies`lielow] ❑ ACH Debit transactions will be initiated by the DAS PS through the Oregon State Treasurer's ACH Network, These payment transactions will occur from a bank account of Contractor's choosing no less-than one (1) and no more than five (5) business days following thesixtieth (60'h)calendar dayafter theendofacalendar quarter, Contractorshalisub mftasigned electronic debit authorization to DAS PS upon request and shall otherwise comply with DAS PSs reasonable Instructions to facilitate this method.of payment; or ❑ ACH Credit transactions will be initiated by Contractor to initiate transfer of funds from a bank account of Contractor's choosing to the bank for DAS PS after Contractor receives from DAS PS a completed authorization j. agreement for ACH Credits, These payment transactions must occur no later than the forty fifth (45th) day after the end of a calendar quarter. Contractor shall comply.with DAS PSs reasonable Instructions to facilitate this method of payment. VSR a) Contractor shall submit a Volume Sales Report ("VSR") to DAS PS•no later than thirty (30) calendar days after the end of each calendar quarter. For the purposes of this Agreement, calendar quarters end March 31, June 30, September 30, and December 31. b) The VSR must contain: i f) Complete and accurate details of all receipts (for both sales and refunds) for the reported period; i I if) The infonnation identified in document titled Volume Sales Report Template - Data Requirement, Format and Layout (Schediilesiix) and III) Such other Information as D'AS PS may reasonably request In writing: Contractor shall send a VSR to DAS PS each quarter, whether or not there are sales or credits. When no sales or credits have been.recorded for the quarter a report must be submitted stating "No Sales or credits. for the Quarter," This report Indicating no sales or credits may be sent by e-mail without any attachment provided the sub)ect title clearly Identifies Contractor's company name, the relevant Agreement Number, and the reporting period forthe VSR, c) Contractor shall provide the VSR in MS Excel (.xls, xlsx) format. The VSR must be submitted by e-mail unless the size of the file precludes transmission by email.. VSR may be submitted by CD if the file precludes transmission by email. CDs must be delivered to: 1225 Ferry Street Salem OR 97301. Delivered print outs of VSRs or faxed VSRs are not acceptable, d) Contractor shall submit the first VSR to the DAS PS Contract Administrator for review and approval. The approved first VSR and subsequent VSRs must be submitted to vcaf.reoorting@state.or.us, 23 r Exhibit D INSURANCE REQUIREMENTS A. REQUIRED INSURANCE-. Contractor shall obtain at Contractor's expense the Insurance specified In this Exhibit prior to performing under this Price Agreement and shall maintain it In full force and at its own expense throughout the duration of this Price Agreement and ail warranty periods. Contractor shall obtain the following Insurance from insurance companies or entitles that are authorized to transact the business of insurance and issue coverage ftrState and that are acceptable to DAS PS. 1. WORKERS COMPENSATION. All employers, Including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation Insurance coverage for those workers, unless they meet the requirement for an exemption under ORS ¢56.126(2), contractor shall require and ensure that each of Its subcontractors complies with these requirements. H. EMPLOYERS' LIABILITY. If Contractor is a subject employer, as defined In ORS 656.023, Contractor shall obtain employers'. liability Insurance coverage. Ill. PROFESSIONAL LIABILITY ❑ Required by DAS PS ® Not required by DAS PS. Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided underthis Contract. Contractor shall provide proof of Insurance of not less than the.followingamounlsas determined by DAS P5: ® Per occurrence limit for any single claimant: From commencement of the Price Agreement term to June 30, 2016: $2,000,OOQ, July 1, 2015 and thereafter the adjusted limitation as determined by the State Court Administrator pursuant to ORS i 30.260 to 30.300. i Per occurrence limit for multiple claimants: From commencement of the Price Agreement term to June 30, 2015; $4,000,000. July 1, 2015 and thereafter the adjusted limitation as determined by the State Court Administrator pursuant to ORS30.260 to 30.300: State Court Adminisiratorwebsite:lhllo://courts.Oregon.gov/OJDlcouds/circulUtorl claims aclriane Iv. COMMERCIAL GENERAL LIABILITY. ® Required by DAS PS ❑ Not required by DAS PS. Commercial General Liability. Commercial General Liability Insurance covering bodily Injury, death, and property damage in a form and with coverage's that are satisfactory to the State. This Insurance shall: include personal injury liability, products, and completed opera(ions. Coverage shall be written on an occurrence basis. Contractor shall provide proof of insurance of not less than the following amounts as determined by DAS PS: ® Per occurrence limit for any single claimant: From commencement of the Price Agreement term to June 30, 2015: $2,000;000. July 1, 2015 and thereafter the adjusted limitation as determined by the State Court Administrator pursuant to ORS 30.260 to 30.00. Per occurrence limit for multiple claimants: From commencement of the Price Agreement term to June 30, 2015: $4,000;000, July 1, 2015 and thereafter the adjusted limitation as determined by the Slate Court Administrator pursuant to ORS 30.260 to 30.300, j Slate Court Aeminfstratorwebslte: hllp;!lcourts.oregon.nov/OJD/Courts/circultftort claims acl.page 24 AND Property Damage: ® Per occurrence limit for any single clalman: From commencement of the Price Agreement term to June 30,2014: $104,300 Per occurrence limit for mulliole claimants: From commencement of the Price Agreement form to June 30, 2014: $524,40D. From July 1, 2014, and every year thereafter, the adjusted limitation will be as determined by the State Court Adminlstralor pursuant to ORS 30.273. v. AUTOMOBILE LIABILITY INSURANCE: AUTOMOBILE LIABILITY. ® Required by DAS PS ❑ Not required by DAS PS, Automobile Liability, Automobile Liability Insurance covering all owned, non-owned, or hired "vehicles.. This coverage may be written In combination with the Commercial General Liability Insurance. (with separate limits for "Commercial General Liability' and "Automobile Liability'). Contractor shall provide proof of Insurance of not less than the following amounts as determined by DAS PS: Bodily Injury/Death: Per occurrence limit for any single claimant: From commencement of the Price Agreement term to June 30, 2015:. $2,0()0,000. July 1, 2015 and thereafter the adjusted limitation as determined by the Stale Court Administrator pursuant to ORS30200 to 30.300. Per occurrence limit for multiple claimants: From commencement of the Price Agreement term to June 30, 2015: $4,000,000. July 1, 2016 and thereafter the adjusted limitation as determined by the Slate Court Administrator pursuant to ORS 30.260. to 30.300. Slate Court Administrator webslte:lit(o:/Icouris.orenon.eov/OJD/Coutts/circuiViort claims ect.pane AND i Property Damage: ® Per occurrence limit for any single claimant: From commencement of the Price Agreement term to June 30, 2014: $104,300 Per occurrence limit for multiple claimants: From commencement of the Price Agreement term to June 30,2014; $521,400. From July 1, 2014, and every year thereafter, the adjusted limitation will be as determined bylhe Stale Court Administrator pursuant to ORS 30.273. State Court Administrator websile:hitnJ/courts.orenon.oeV/OJD/courtdcircu!Ytort claims act.vage vi. POLLUTION LIABILITY: ❑ Required by DAS PS ® Not required by DAS PS. Pollution Liability Insurance covering Contractor's liability for bodily injury, property damage and environmental damage resulting from either sudden or gradual accidental pollution and related cleanup costs Incurred by Contractor, all arising out of the Goods j delivered or Services (including transportation risk) performer) under this Contract. Combined single limit per occurrence shall not be less than Annual aggregate limit shall not be less than vll. EXCESS/UMBRELLA INSURANCE. 26 A combination of primary and excess/umbrella Insurance Is acceptable. If you are using excess/umbrella Insurance to meet the minimum insurance requirement, your certificate must Include a list of the policies that fall under the excess/umbrella insurance. Sample wordiing is "The Excess/Umbrelfa policy Is excess over General Liability, Auto Liability, etc." B. ADDITIONAL INSURED. The Commercial General Liability insurance and Automobile Liability insurance required under this Contract shall include the State of Oregon, Its officers, ennployees and agents as.Addltlopal Insureds but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and noncontributory with any other Insurance and self-insurance. C. "TAIL" COVERAGE. If any of the required professional liability Insurance is on a "claims made" basis, Contractor shall either maintain either "tall" coverage or continuous "claims made" liability coverage, provided the effective date of the continuous "claims inade" coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of (1) Contractor's completion and DAS PS's acceptance of all Services required under this Contract, or, (11) The expiration of all warranty periods provided under this Contract. Notwithstanding the foregoing 24-montb'requirement, if Contractor elects to maintain "tall" coverage and If the maximum time period "tail" coverage reasonably available in the marketplace is less than.the 24-month period described above, then Contractor shall Maintain "tall" coverage for the maximum time period that "tali" coverage Is reasonably available In the marketplace forthe coverage required underthls Contract. Contractorshall provide to DAS PS, upon DAS PS's request, certification of the coverage required under this section C. D. CERTIFICATE(S) OF INSURANCE. Contractor shall provide to DAS PS Certificate(s) of Insurance-for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) must specify all entities and Individuals who are endorsed on the policy as Additional insured (or Loss Payees). Contractor shall pay for all deductibles, self- Insured retention and self-insurance, If any. The Contractorshall Immediately notify DAS PS of artychangeln Insurance coverage. i 26 EXHI BIT E BEST VALUE ANALYSIS AND SELECTION PROCESS Summary: Use of this Price Agreement and sound business practice require that a selection process be followed to determine a "Best Value" price. This Is accomplished In most cases by factoring industry and market pricing with the expected value and quality of the vehicle, solutions and SerVlces to be purchased, however, Best Value does not necessarily mean'the lowest price offer. This selection process will assist the Authorized Purchaser In establishing Best Value. 1,0 Process: Authorized Purchasers shall follow the process' outlined here prior to issuing Purchase Orders and use the form at Appendix A to document the results. An Authorized Purchaser shall: 1. Contact at least three different suppliers via phone, e-mail 'or fax with requirements that includes a "Best Value Analysis" which may request, but Is not limited to, the total price; delivery schedule, service levels, and I information on past performance, service area, and references that may also be contacted; 11, Request these suppliers to provide quotes for specific Goods and Services needed. Suppliers must respond to Authorized Purchaser with a quote. Rates provided in any quote shall not exceed the most competitive rates and discounts set forth In Exhibit A. However, the suppliers may agree to extend specialized, discounted pricing based on the Authorized Purchaser's requirements by providing a specific quote; Iii. Determine which supplier provides the best value for Authorized Purchaser based on the Best Value Analysis . described in Authorized Purchaser's request; and iv. Use the form at Appendix A to document Its files on the process, considerations, findings, and decisions used for selecting the supplier through the Best Value Analysis. 1.1 Price competition: When two or more acceptable offers are received and the lowest price is selected, the Authorized Purchaser may determine that the price of the lowest offer Is fair and reasonable.'It is noted that generally where the difference in prices ranges up to 15%, price competition Is said to exist. If selection is made to other than the lowest acceptable offeror, the price may be determined to be fair. and reasonable by other means. A price which Is very low must be checked to.assure that the supplier understands what:be is selling and has made no errors. Example: Three Suppliers have made acceptable offers. Supplier A proposes a price of $22,592.00; Supplier` B, a price of $22,550,00; and Supplier C, a price of $11,400,00. Supplier .C Is proposing the same item and has made no errors In Its pricing. 1.2 Multiple suppliers and a specific manufacturer: A Best Value result may also be accomplished by requesting offers. from multiple suppliers on vehicles from specified manufactures. Some reasons would be due to capital equipment specific to that vehicle manufacturer (ex. one manufacturer could be metric while another is English or shop equipment may be for one manufacturer) or.because Inventory is for one type of vehicle. The TCO (Total Cost of Ownership) method would be the same as above except for only bidding the one. manufacturer. 1.3 Price based on prior competition: If only one supplier makes an offer, the price may be compared with similar prior purchases. If the price Is relativelythe same as the price of the Item when it was purchased using an earlier competition, generally within the last 6 months, this may be acceptable. In such cases, the Authorized Purchaser should state the price of the prior purchase and note whether it was competitive or based on catalog.price, or other means. An increase in price, with no current catalog or competition, should be near the current rate.of inflation. 2.0 Other means to establish Best Value: 27 I 2.1 GSA contracts or pricing agreements: The federal government often enters into contracts with various companies that set the prices of Items which•will be sold to the government. Typically these are the highest prices that a supplier can sell a single unit to a federal government agency, and they often include fees and rebates back to the federal General Services Administration (GSA). A fair and reasonable price Is typically lower than GSA prices. 2.2 Comparison to substantially similar item(s): An item may be similar to an item from a recent transaction but It Includes or lacks certain features. If the supplier can validate the price of the base item and then state the cost of the unique features, the Authorized Purchaser can determine whether a price is reasonable based on these two factors. The reasonableness of the extra cost may also be derived by comparison with other Authorized Purchasers that had similar purchasing experiences or be based'on an evaluation of the extra cost by technical subject matter experts. 2.3 Sales of the same item to other purchasers: If the supplier has recently sold the same item to other purchasers , the price can be determined to be fair and reasonable by comparing the price paid by those purchasers. 2.4 Independent estimate: An independent estimate of the Item's price or another method or Information that establishes an item's price may be used to compare with ari offer price and be used as the basis for a Best Value determination, The estimate, however, must be Independent. Using a supplier's pricing is not considered an Independent source and should not be used. 2.5 Comparison with prior purchases of same or simllar product: Historical prices are an excellent source of market Information. Research of historical market information can provide analysis of the acquisition situation for the product at some point or points In the past, If the Authofzed Purchaser has a purchase history of the Item over an extended period, this information, taking Into account inflation factor's, may be used. to determine.a fair and reasonable price. The following table presents research elements to consider when examining historical acquisition information and doing historical pricing research. 5 :.-sit a on'u; .,,>,_s,. , , ~ ~..~:_~~Y;Yottfifih'OUlid' ;e~abie5>rp= h's a esl:rona~alah`Idsi'~ ~ Trends in supply and demand When did past acquisitions take place?' Is there an Indication of revallin market conditions at that time? Pattern of demand What quantities were.sollclted for each. acquisition? What uantitles were acquired? Trends in prices What was the contract price? How did the unsuccessful offers compare with the successful offer? Start-up costs and pricing strategy Did the contract price include one-time engineering, tooling, or other start-up costs? Should future contracts Include simllar or related.costs? Were necessary start-up costs'paid for In a manner separate from the rice for the Item or service? Sources of supplies or services How many sources were sollcited for the prior acquisition? What specific sources were sollcited? How many sources made offers or proposals? What:s eclffc sources made offers or proposals? Product characteristics Are there any significant differences between the requirements documents for the prior contract and the current requirements? Delivery/ performance terms What was the delivery or performance period in days, weeks, months, or years?, In what month(s) were the supplies to be delivered or the service to be performed? Did the supplier meet the delivery targets? What was the FOB.polnt? Was premium trans ortatlon re ulred for tiinel delivery? Ownershl costs What costs of.ownershl were associated with the ac ulsition? 28 Lcgulsltlon Method What acquisition method was employed for past. acquisitions? Contract terms and conditions What were. the general terms of past contracts? Are there any slgnlBcant differences between term's, of the last contract (e.g., packing requirements, type of contract, and the like) and those recommended for this acquisition? Problems What Problems were encountered during contract performance? I i I 29 Appendix A Best Value Determination Form Lo be completed and placed in the Procurement file to document how Best Value has been established.) Today's Date: Agenc Name; Contact Name: Telephone It: Price Agreement It: Other: How was the Best Value price determined? 1. Competition (See Section 1.1): ❑ Offers from at least three suppliers or manufacturers Prices Received: 1. 2. 3. ❑ Only one manufacturer provided 3 bids thru its dealer network (See section 1,2) Price Received: Was the price compared with one or more prior purchases of similar items? Reason: 1, Total Cost of Ownership ❑ 2. Capital Equipment ❑ 3. Other ❑ (Please explain 2. Competition could not be established. Best Value was determined by: ❑ Reviewing GSA contracts or.pricing agreements (See section 2.1): Provide data here: ❑ Price based on prior competition (See section 13); Provide data here; ❑ comparison to substantially similar Item(s) (See section 2.2): Provide data here: ❑ Sales of the same Item to other purchases (see section 2.3): Provide data here: ❑ Independent estimate (See section 2.4): Provide data here: ❑ Comparison with prior purchase of same or similar product (See section 2.5)a Contract a that you compared: Supplier Name: Contract Date: Quantity; Unit Price: Other Data: Signed (Authorized Purchaser) 30 APPENDIX B PRICE OR COST REDUCTION FACTORS TO CONSIDER: Fair and reasonable pricing: Fair pricing: Buyers and suppliers may have different perceptions on what price is fair. To be fair to the buyer, a price must be in line with the fair market value of the contract deliverable. To, be fair to the supplier a price must be realistic In terms of the supplier's ability to satisfy the terms and conditions of the contract, In agreeing to a price that is too low a supplier may: • Cut corners on product quality • Deliver late • Default, forcing a time-consuming re-procurement • Refuse to deal with the State or Authorized Purchaser in the future • Be forced out of business entirely • Demand cost increases before shipping a critical order Below-cost prices are not necessarily unfalrto the supplier: A supplier, in Its business judgment, may decide to submit a below-cost offer. Such an offer Is not Invalid. Whether the supplier can then perform the contract at the low price offered Is a matter of responsibility which ntay pose a risk to the buyer, Be aware of suppliers who submit offers below anticipated costs and may expect to either Increase the contract amount after award through change orders or to receive follow-on contracts at higher prices to recover losses Incurred on the buy-in contract, lp addition, the offered price may be unexpectedly low because the supplier has made gross mistakes In determining price. Reasonable pricing: A reasonable price is a price that a prudent and competent buyer would be willing to pay given available data on: i • Market.condltioris: Economic forces such as supply, demand, general economic conditions and competition change constantly. Hence, a price that Is reasonable. today may not be reasonable tomorrow. Markets can be defined by considering the number of buyers, the number of suppliers, product home enelty, and ease of market entry and exit. • Supply and demand: The forces of supply and demand have a significant effect on the price of goods and services. • General economic conditions: General economic conditions affect the prices of all goods and services, but the effect will not be the same for every product. Inflation and deflation affect the value of the dollar. Economic boom, recession and depression affect availabie production capacity. j • Defective Competition: When competition does not exist, the forces of supply and demand may not work effectively. The buyer or supplier may have an advantage in the pricing decision process. Solicitation specifications that are not well defined or are too restrictive, proprietary or aimed at one solution could restrict price competition. Determining a fair and reasonable price: Fair and reasonable pricing is determined by conducting a price analysis. Price analysis: In simple terms, a price analysis Is a review or examination of the price proposed by a supplier and an assessment or evaluation as to whether such price is fair and reasonable..A determination that a price is fair and reasonable is really a conclusion that the proposed price is fair to both parties. Price analysis Is the process of deciding if the asking price for a product, solution or service Is fair and reasonable, without examining the specific cost and profit. calculations the supplierused in arriving at Its price. It is basically a process of comparing the price with known indicators of reasonableness. When adequate price competition does not exist, some other form of analysis is required. 31 Methods of price analysis: In performing a price analysis to determine a price to' be fair and reasonable, a buyer may utilize a wide selection of methods. Which method is used depends on the facts or information of the Individual Fleet Vehicle procurement. The most common methods or criteria used to determine whether a price is fair and reasonable are: Cost analysis: Cost analysis is an element-by-element examination of the estimated or actual cost of contract performance to determine the probable cost of such performance to the supplier. The goal is to determine whether the supplier's costs are in line with what reasonably economical and efficient performance should cost. Cost or pricing data provided by the supplier Is the means for conducting cost analysis, Such data provides factual information about the costs that the supplier says may be incurred in performing the contract. Cost analysis should be performed in those situations where price analysis does not yield a fair and reasonable price. Cost analysis techniques are used to break down a supplier's cost or pricing data to verify and evaluate each component, Some of the cost elements examined for necessity and reasonableness are materials' costs, labor costs; equipment and overhead, These costs can be compared with actual costs previously incurred for similar vehicles acquired, the cost or pricing data received from other suppliers, and Independent cost estimate breakdowns. Negotiating a contract With a sole source or on an emergency basis, Le„ not soliciting competitive offers: When a sole source 'or emergency procurement Is appropriate a complete cost breakdown from the sole source contractor should be obtained and an analysis performed to establish a fair and reasonable price. If during a competitive bidding, only one offer is received and It differs substantially from your agency's independent estimate of the contract price, If it is determined that the offer is unreasonable and a decision is made to not re-compete (e.g., market survey Indicates that you would not get competition), then the agency may formally cancel the solicitation and negotiate a contract price with the single offeror. In that case, a cost breakdown of the single offer price must be obtained and a determination made about that price's reasonableness, I The buyer should obtain a detailed breakdown of the supplier's proposed cost-not a lump sum proposal-before negotiating the change in contract price. Insight Into the supplier's fixed and variable cost structures allows the.buyer to negotiate volume discounts appropriate for the volume. I Identification of the key drivers of the supplier's costs will allow the buyer an opportunity to impact or reduce one or more of these key cost elements In order to negotiate a lower price to the State and Authorized Purchaser, other price evaluation factors: There are other price-related factors that need.to be considered when determining the price to be used in evaluating a supplier's proposal or offer, Some examples Include: • Logistical support requirements including maintenance, warranty protection or repair, training, installation, technical manuals, spare parts and supplemental supplies. Request prices for all such services needed either on a per-service basis, package basis or some comblhatlon. • Life cycle costing including expected life, salvage value, discounted total. cost of ownership, Select life cycle costing for equipment with an expected life greater than one year if there are sufficient data, from market research. • Economic price adjustments based on projected and.historical data, • Transportation and/or shipping costs. • Packaging and marking costs. • Lease versus purchase costs. Perform an analysis to determine which Is of greater overall value based on ownership, support and maintenance and life-cycle needs, 32 r Options and/or multiyear costs. Sometimes alternate pricing is available if your agency Is willing to contractually commit up front to an extended base term and/or minimal out-year support and maintenance terms; however, there are many project and/or budgetary considerations that must be taken into account with state agencies. • Incremental pricing or quantity discounts. e Energy.conservation and efficiency criteria. e Estimated quantities. There are a few warranty definitions that buyers should understand and that will drive warranty pricing. Common warranties include general warranty, express warranty, implied warranty of merchantability, and implied warranty of specifications. Warranty pricing may be greater on warranties other than general or express, which are likely built Into the Vehicles product's or service's market price. i I General warranty Is a promise or affirmation given by the supplier regarding the nature, usefulness, or condition of the supplies, solutlon or performance of services furnished under a contract? Express warrant Means the w trant terms as defined in the contract. Implied warranty of merchantability Means the Implication by sale of the item Is that It Is reasonably fit for ordinary purposes for which the Item is used. Items must be of at least average, fair, or medium- grade quality and must be comparable In quality to those that will pass without objection In the trade or market for Items of thesamedescrl tion. Implied warranty of specifications Is Interpreted as the supplie'r's specific warranty to the state or'Authorized Purchaser that Its design specifications can be successfully used to perform a contract. When a supplier falls to perform because such specifications are defective, it can assert a constructive change claim in order to obtain an equitable adjustment In the. contract price. Essentially, by providing the supplier with specifications to be followed In carrying out the contract work, the state or Authorized Purchaser warrants that If the supplier compiles with those specifications, an adequate result will follow. The principal purpose of warranties in a Contract is to delineate the rights and obligations of the supplier to the State and Authorized Purchaser for defective work or products and to foster quality performance. By agreeing to a warranty, suppliers accept the riskof deferred liability. That acceptance of risk has associated costs and a supplier's unwillingness to accept that risk may drop them from the competition. Other suppliers may increase their prices to compensate for the risk. Before a warranty provision or requirement is included In a solicitation, the buyer should evaluate the benefits of the warranty against the effect on competition and, price. The buyer should understand the relationship between warranty requirements, competition, the nature of the product, and trade practice. Warranty requirements. that are unreasonable will reduce competition and increase price. Requirements that significantly exceed trade practice will also reduce competition and increase price. Authorized Purchasers Should Identify and eliminate warranty requirements that will Increase costs. In a warranty analysis, the following should be considered: For commercial Items, use commercial or standard warranties rather than unique warranties, for non-commercial Items, tailor warranty requirements to mirror existing market or trade practices, 33 Mien a unique warranty is required, solicit the warranty as a separately priced line Item, which the Authorized Purchaser may or may not include in the final purchase. If the Authorized Purchaser is unsure about the benefits of an extended warranty, solicit offerors for the extended warranty as a separately priced option, especially for out-years. Take advantage of commercial warrantles (Including extended warrantiese where appropriate .and in the State's best Interest) offered by the supplier for the repair and replacement of vehicle related Items. In solicitations for standard goods, require suppliers to offer the Authorized Purchaser at least the same warranty terms, Including offers of extended warranties, as those offered to the general public in.customary commercial practice. For example, the supplier may provide warranty services to select high volume customers that are not offered to the general public. In some markets, customary commercial practices mayexclude or limft the Implied warranties contained in the Contract terns and conditions. In such cases, the State must ensure that the express warranty provides for the repair or replacement of defective items discovered within a reasonable period of time after acceptance. The written determination of fair and reasonable price requires that the price Is acceptable to both the Authorized Purchaser and the supplier considering all circumstances, which may Include the degree of competition, market conditions, quality, location, infiation, value, technology and unique requirements of the procuring agency or Institution. The written determination may be based on price analysis (comparison with prices previously paid, prices charged for functionally similar items, prices pald by other consumers, prices set forth in a public price list or commercial catalog, or state estimates) or through the analysis of price-to-unit variations, value analysis (make-or-buy study), or cost analysis. The written analysis must be supported by factual evidence in sufficient detail to demonstrate why the proposed price Is deemed to be.fair and reasonable. If a determination Is made that'the prices offered are not fair and reasonable, a decision must be made whether to seek broader competition through a re-solicitation, to revise specifications and re-compete, or to negotiate a better price identified through the price analysis process. Services (e.g., packaging, shipping, and availability) for commercial items may exceed the Authorized Purchaser's peels. It may be possible to negotiate a price reduction by reducing or eliminating some of these services, thus reducing the supplier's cost and the price charged to the Authorized Purchaser, while still ensuring that the Item meets the Authorized Purchaser's needs. Some alternatives may not have been sufficiently reviewed. Areas overlooked may include cost benefit analysis of lease versus buy or analysis of spare or replacement parts pricing. The Authorized Purchaser should attempt to negotiate a lower price for quantities to maximize possible discounts or rework the requirements to reflect market avallabie goods andservlces. ALL AUTHORIZED PURCHASERS: All ordering agencies shall place this form In your procurement file. 34 i Attachment 1- PRICING (OFFEROR MUST COMPLETE AND RETURN WITH OFFER) i (See also ottochedspreedsheet) i CREDITCARD PURC14ASES: Bidders shall list all majoreredit card brands, if any, that It will accept: i /Vent- Aeccpteel . I I List the early payment discount, if any, Bidder offers forcredit card purchase payments received soonerthan the standard net thirty (30) days: Discount Net days 1 Pricing: This Price Agreement Is forvehicles under production for Model Year 2015 or that are placed Into production by Peterbilt and GMC Corporation during the term of the Price Agreement. The price is.for the base Standard Equipped vehicle. The Discount is a fixed percentage discount of the Net Invoice for each vehicle and factory Installed options purchased under the Price Agreement, Contractor shall use the Discount applicable to a Model Code to determine both-the contract price for a vehicle and the contract price for an option or package. i 2 The Discount A IS effective through the life of the Price Agreement, OAS PS and Contractot may amend the Price Agreement to reflect Model Year Net Invoice changes, andto add and delete Peterbilt and GMC vehicle Models, The Price Is FBO Authorized Purchaser location within 60 miles of Contractor location listed Iii Exhibit A. At Authorized Purchaser location greater than 60 i miles, the price is FBO Authorized Purchaser location at Price plus per mile delivery stated in Exhibit A. 3 At time of Authorized Purchaser purchase order, Contractor shall make avallable.to the Authorized Purchaser the greater of Discount or all Incentive rebates;.Standard Equipment discounts, optional equipment discounts, and all other discounts offered to the Authorized Purchaser by the manufacturer not.already Included Ili the Atteclirrient 1 Final Bid Price. Contractor shall apply these discounts at the time Authorized Purchaser orders the vehicle and selects factory Installed options. 4 If Discount available to Allthorized Purchaser Is higher for Model Year vehicles than.that stated In Attachment 1, Contractor Shall allow the higher Discount and the lower Final Bid Price. Contractor shall freely communicate any additional discounts offered by the Contractor over and.above those In Attachment 1 and state to which Models the additional discounts are applicable. 5 Contractor may add additional charges, such as delivery outside of a 6o mile radius or shop/service manuals, third key or decal application or pass-through code charges to the Invoice as separate line Items (see Attachment 1). Contractor may give deductions, such as for Authorized Purchasers who wish to register their own vehicles or those who wish to forego dealer preparation and pre-servicing costs (see Attachment 1). Contractor shall make no addition or deduction to or from the Invoice without the consent of the Authorized Purchaser qn the Purchaser Order or in other writing. 6 Net Invoice in Attachment 1 Includes the D6stlnatlon Charge. The Destination Chargek for a vehicle Modell Is fixed for the Price Agreement period, except any decreases shall be passed Immediately to the Authorized Purchaser. . 35 7 DAS PS and Authorized Purchaser must be able to verify all prices, discounts, and options forthe contract price for a vehicle. Contractor shall provide documentation on request by DAS PS or Authorized Purchaser to support prices, discounts, options, In cases where a variation In price or discount or option is in dispute, Contractor shall consult directly with the manufacturer and provide to the Authorized Purchaser's satisfaction written documentation to support the variation. In no case shall Contractor require'or shall Authorized Purchaser accept changes that are contraryto Attachment 1 or to any provision of this Price Agreement. . I. I f I 36 I l Council Business Meeting Title: Request for approval of contract addendum for Internet service From: Donald Kewley AFN operations manager donald.kewley(a-)-ashland. or.us Summary: This is a request for approval to extend an existing contract for internet service with Hunter Communications until October 31, 2018. Hunter Communications was awarded a contract for an initial term of two years (November 1, 2015 to November 1, 2017), with the option to extend the contract for up to three additional years for a total of five years. Actions, Options, or Potential Motions: The Council, acting as the Local Contract Review Board, moves to approve the contract addendum to extend the contract until October 31, 2018. Staff Recommendation: Staff recommends the public contract be extended until October 31, 2018. Resource Requirements: Funds are budgeted in the 2017-19 biennium at a rate of $170,000 per year for the contracted internet service. Policies, Plans and Goals Supported: 17. Market and further develop the Ashland Fiber Network. 17.1 Complete and implement the AFN business plan. BacklZround and Additional Information: In order to continue to meet the demand and successfully compete against the large national incumbent for customers, AFN needs to maintain its current internet bandwidth. In 2015, AFN adopted a carrier approach to obtaining internet connectivity. The carrier approach allows AFN to participate in higher capacity connections and more aggressive wholesale costs. A reduction in costs facilitates AFN's financial success and the ability to provide high quality Internet to businesses and residences in the City of Ashland. Attachments: Contract Addendum Current Internet Service Agreement Additional Links: October 20, 2015 Council Communication Page 1 of 1 CITY OF -ASHLAND ADDENDUM TO CITY OF ASHLAND INTERNET AGREEMENT (Internet Bandwidth Services) Addendum made this 4th day of October, 2017, between the City of Ashland ("City") and Hunter Communications. Inc. ("Provider"). Recitals: A. On November 1, 2015, City and Provider entered a "City of Ashland Internet Service Agreement" (further referred to in this addendum as "the agreement'). B. The parties desire to amend the agreement to renew the agreement for 12-month term. City and Provider agree to amend the agreement in. the following manner: 1. The date for completion is being extended to October 31, 2018. 2. Except as modified above the terms of the agreement shall remain in full force and effect. PROVIDER: CITY OF ASHLAND: BY BY City Administrator Its Date DATE Purchase Order # Acct. No.: ADDENDUM TO CITY OF ASHLAND INTERNET SERVICE AGREEMENT, PAGE 1 OF 1 CITY V IF SASHLANE Internet Service Agreement This is an Internet Service Agreement ("Agreement') between the City of Ashland, hereinafter referred to as "City," and Hunter Communications, Inc., hereinafter referred to as "Provider", together referred to as the "Parties". 1. Services. City will purchase and Provider will provide to.City: 1.1.. Data Services. Data Services access by City to Provider's telecommunications system to receive Internet bandwidth at the point of delivery located at 90 N. Mountain Avenue, Ashland, Oregon, The point of delivery is the location where the Provider's system and City's system are connected and the Data Services are provided. At a minimum, the provided Data Services will meet all the service requirements, performance standards and performance criteria of section 4. 1.2. Installation Services. Installation services consist of coordinating with City the necessary engineering, site survey, system configuration and other services necessary to deliver Data Services to the City. These services must be provided up.to the date that the service testing is completed based on Provider's customary testing procedures and the service is accepted by the City (the service acceptance date"). In addition, Provider must provide the equipment (collectively referred to as "Provider facilities'l necessary to connect City's facilities to the Provider's network. 2. Term. This Agreement will be effective on November 1, 2015 and will continue for two (2) years from the service acceptance date unless as otherwise provided in this Agreement. 2.1 City has the option at the time of the final financial review, as provided under Section 3.5 below, to renegotiate this Agreement, renegotiate pricing and renew for an additional twelve (12) month term. To renew the Agreement for an additional twelve (12) month term, both parties must agree to the extension in writing. This Agreement may be renewed for a maximum of three (3) additional twelve (12) month terms. 3. Charges. City agrees to pay for Provider's services in accordance with the Fee Schedule attached as Exhibit A and incorporated herein by this reference. 3.1. Data Services Rates. From the service start-up date, City must pay.the rates specified in Exhibit A, except as otherwise allowed in other provisions of this Agreement. If data service does not begin on the first day of a billing cycle, then payments for the first month will be prorated on a daily basis. All accounts will be invoiced on the fifteenth day of each month, and all sums must be paid within thirty days after the date of the monthly billing for services (the "due date'). Provider will include detailed usage and pricing on each invoice submitted to the City for payment. 3.2. Installation Services Charge. Upon service acceptance by the City, the prorated data service charges of subsection 3.1 will apply. The City maintains the right to refuse installation and service if, In the City's discretion, the service will not meet all the service requirements, performance standards and performance criteria of section 4. 3.3. Late Payment. Payments received more than ten days after the due date are 2015110129 Internet Service Agreement, Page 1 of 7 subject to a charge of 1% per month on the unpaid balance at the discretion of Provider. 3.4. Taxes, Fees, Government Charges. City agrees to pay any applicable taxes, franchise fees or other governmental charges imposed upon Provider by a governing body with jurisdictional authority over the Data Services provided to the City or for use of public right of ways and easements within the City. 3.5. Financial Reviews. This Agreement is subject to quarterly financial reviews, the first of which will occur three months from the date executed by Provider. The final financial review will be completed prior to any extension of this Agreement. As part of any financial review, Provider will provide to City all applicable information necessary for review, including but not limited to: . • City's Bandwidth Consumption • Service rates • Provider bandwidth costs, and • Provider support costs Summary of achievements in meeting/not meeting service requirements, performance standards and performance criteria contained in section 4. 4. Service Requirements and Performance Standards. 4.1. Minimum Requirements: Provider agrees to provide Data Services to City that meet the following minimum requirements: (a) Two Physically and topologically redundant and diverse connections to the Internet, (b) The point of delivery for the Internet connections is located at 90 N. Mountain Avenue, Ashland, Oregon, (c) Minimum link speed of ten (10) gigabits per second for each connection to the Internet, (d) Packet delay may not to exceed twelve (12) milliseconds one-way at ten (10) gigabits per second per connection to Providers upstream network interfaces, (e) BGP4 routing management of AFN's Autonomous System Number 4.2. Performance Standards. Provider agrees to provide data services that meet the following standards: (a) Within any 365-day period, Internet bandwidth must be fully operational 99.99% of the time it is scheduled to be so, and (b) Provider must provide an acceptable.process for City to enter, process and monitor work orders/trouble tickets from the City to the Provider, (c) Provider will follow the Outage Notification and Resolution Protocol in section 6. 4.3 Provider Performance Criteria. 4.3.1 Bandwidth Availability. Within any thirty-day period, Internet bandwidth must be fully operational 99.99% of the time it is scheduled to be so. If the bandwidth is not fully functional or inaccessible more than 0.01% in any thirty-day period, the Provider will pay the City 5% of the price of the Data Service for each 0.01% the Data Service is non-functional to a maximum of 50% of the monthly charge for the Data Service. Scheduled outage periods for maintenance will not be counted against this performance level, nor will a Data Service that is nonfunctional or inaccessible due to a general failure of public telecommunications or other force majeure., The Provider will notify the City at least seventy-two hours prior to any scheduled outage period. 4.3.2 Provider Availability. Provider must have expert staff available and accessible via the designated toll-free numbers 99% of the time. In no event will expert staff be unavailable to contact for a period exceeding fifteen minutes. Provider must also have staff capable of responding to 90 N. Mountain, Ashland, Oregon, within thirty minutes. If the 2015/10/29 Internet Service Agreement, Page 2 of 7 'Provider staff are unavailable or Inaccessible more than 1% In any 30-day period, the Provider will pay the City 5% of the price of the Data Service for each 1% the Provider staff are unavailable or inaccessible to a maximum of 50% of the monthly charge for the Data Service. The Provider will provide measured results of the occurrence of periods in which no staff were available. Unavailability due to a general failure of public telecommunications or other force majeure will not be counted against this performance level. 4.3.3 Redundancy. Internet bandwidth must have a minimum of two physically and topologically redundant and diverse connections to the Internet. The Data Service must provide no less than ten (10) gigabits per second speed 99.99% of the time. If the bandwidth is not fully functional or inaccessible more than 0.01% in any thirty-day period, the Provider will pay the City 5% of the price of the Data Service for each 0.01% the Data Service is non-functional to a maximum of 50% the monthly charge for the Data Service. A solution determined nonfunctional or inaccessible due a general failure of public telecommunications or other force majeure will not be counted against this performance level. 4.3.4 Response Time. Internet bandwidth must maintain packet delay not to exceed twelve (12) milliseconds one-way at ten (10) gigabits per second. If the packet delay exceeds twelve milliseconds more than 0.1% in any thirty-day period, the Provider will pay the City 5% of the price of the Data Service for each 0.1% the Data Service is non-functional to a maximum of 50% of the monthly charge for the Data Service. If the Data Service becomes nonfunctional or inaccessible as a result of a general failure of public telecommunications or other force majeure, the time the Data Service is not functioning or inaccessible will not be counted against this performance level. 4.3.5 Provider Response. Provider will provide correct, reliable Information for problem resolution in a timely fashion, as well as answer reasonable questions City may have regarding any aspect of Provider's operations, services and equipment or any problems caused by a solution failing to operate in accordance with the Agreement. The City must notify Provider when more than 5% of its calls for assistance remain unresolved for more than two days and explain the specific unresolved complaint, and determine if a violation has occurred for which liquidated damages would be payable. If after reasonably determining that a violation has occurred, the Provider falls to satisfactorily resolve the violation, or reasonably assist with diagnosing the source of the violation, and to the extent compensation for such damages is not provided for elsewhere in the Agreement, the Provider will pay the City an additional $250 per day for each full percentage point over 5%. Provider. is not liable for failure to remedy a problem not within its control, unless the Provider has not provided reasonable assistance in diagnosing other localized problems or provides an Incorrect diagnosis due to negligence on the part of the Provider. 4.3.6 Storage of Data. Specific customer data from the City's services must not be saved or utilized by the Provider for any purpose or reason. If data is saved, shared, or used in violation of this requirement, the Provider must pay the City $100,000. Provider will not be liable to City for provider's use of metadata in the administration of the network and bandwidth, or for specific data that is required by law, the direct order of a court of law or law enforcement. 4.3.7 Work Order Completion. The Provider must have a specific process in place to process/execute work orders and trouble tickets. This process must account for thorough analysis, design; test, and implementation of any changes affecting the Data Service. The Provider must pay the City an additional $250 for each full or partial day of delay beyond the fifteenth day of the scheduled change or update. 5. Provider Facilities and Equipment. Provider must, at its expense, undertake all 2015/10/29 Internet Service Agreement, Page 3 of 7 necessary preparations to install and maintain its equipment upon City's premises or in other locations that are required for Provider to deliver Data Services, except for any costs agreed upon by City pursuant to subsection 7.1. Any Provider facilities and/or equipment installed-on City's premises must be, and remain, the property of Provider and may be repaired or replaced, in coordination with the City at any time and must be removed at the termination of service. The City will not charge rent to Provider for placing or maintaining mutually agreed facilities and/or equipment upon City's premises for the exclusive purpose of providing Data Service to City under the terms and conditions of this Agreement. Provider shall be entitled, at any time coordinated with the City, to affix to Provider facilities or equipment a label indicating the Interest of Provider. 5.1. Removal. City will use reasonable efforts to ensure that Provider facilities and/or equipment are not removed or caused to be removed by any person, other than Provider or without Provider's prior written consent. 5.2. Proper Environment. City will use reasonable efforts to keep the location of Provider's facilities and/or equipment in the proper environment as specified by Provider and agreed to by the City. 6. Outage Notification and Resolution Protocol. 6.1. Degradation of Service Requirements and Performance Standards. Provider must notify City within 15 minutes of when Provider knows or should have known about any degradation of its Data Services. Failure to resolve the degradation in accordance within the time periods in subsection 9.3 will result in liquidated damages, and such continued failure may result in termination pursuant to section 9. 6.1.1 Degradation occurs when Provider is providing Data Services, but those services fail to meet the service requirements, performance standards and performance criteria in section 4. 6.2. Outage. Provider must notify City within 15 minutes if Provider is unable to provide data services due to an outage that is not due to a force majeure. Provider must restore data services within eight (8) hours. Failure to restore data services in accordance with this section and Section 10 will result in liquidated damages, and may result in termination pursuant to section 9. 6.3. Emergency. Provider must notify City immediately if Provider is unable to provide data services due to a force majeure or other unplanned inability to fully provide data services. 7. Rights and Obligations of City.. 7.1. Installation. City will provide necessary consent'for the installation and use of its property by Provider's facilities and/or equipment, including consent to necessary alterations of City buildings. City will provide a suitable and safe working environment for Provider's personnel in City facilities, including an environment safe from environmental hazards. City agrees to make other accommodations that are mutually agreed upon prior to execution of this contract. 7.2. Premises Access. City will provide Provider, or other persons authorized by Provider, with reasonable coordinated access (on both a routine and emergency basis) for the performance of all services. (a) At City's request, Provider will carry out work to install Provider's facilities and equipment outside Provider's regular working hours, in which event City agrees to pay the difference between the overtime rate and the standard rate and any other appropriate charges agreed between the parties. 7.3. City's Connection to Data Services. 2015/10/29 intemet Service Agreement, Page 4 of 7 (a) City will cooperate to configure its equipment to connect with Provider's network including the use of industry standard equipment that has compatible standards with the service specifications required by Provider. (b) Provider may from time to time Issue technical instructions on the use of the network to ensure the proper functioning of the services or the protection of the network from damage or deterioration. City will take reasonable steps to ensure such instructions are followed. (c) The City may terminate the contract according to Section 9.1 if the City cannot reasonably configure its equipment or accommodate Provider's technical instructions, 7.5. Provider Equipment Movement. City will obtain written approval from Provider prior to moving any of Provider's equipment Any costs resulting from an outage caused by the City moving equipment without written authorization, will be borne by the City. S. Provider's Acceptable Use Policy for Provider IP Products and Services. Provider's use policy, if any, is attached as Exhibit B and is incorporated herein by this reference. 9. Termination. 9.1 For Cause. Either party may terminate this Agreement for cause, provided written notice is given to the other party specifying the cause for termination and requesting correction within ten days for failure to pay a sum due, or within thirty days for any other cause, and such cause is not corrected within the applicable period. The term "cause" means a material breach of the terms of this Agreement and includes failing to pay any amount when due, failing to meet any other obligation herein when due, the filing of a petition in bankruptcy by or against either party, City's inability to meet obligations when due, or Provider incurs a penalty of 20% or more for non-compliance under subparagraphs 4.3.1 through 4.3.7 more than twice in any ninety-day period. 9.2 Without Cause. Either party may terminate this Agreement without cause, provided written notice is given to the other party at least 120 days prior to the proposed termination date or sooner if mutually agreed between the Parties. 10. Default/Estoppel/Damages. 10.1 Estoppel. A Party will be conclusively deemed to have fulfilled its obligations, unless It receives a deficiency report from the complaining Party 'Complainant l by the fifteenth (15th) day of the month following the month of the alleged deficiency and the Complainant identifies the specific deficiency in the deficient Party ("Respondent') fulfillment of its obligations in that report. Deficiencies must be described in terms of how they have affected operations and/or a specific performance requirement of the Respondent. 10.1.1 In the event the Provider identifies a situation that is impairing Provider's ability to perform for any reason, the Provider's deficiency report must contain suggested remedies for the situation. These suggestions should be in sufficient detail so that the City can make a prompt decision as to the best method of dealing with the problem and allow the Provider's service in an unimpeded fashion. 10.2 Operation Standards of Performance/Liquidated Damages. The Parties agree that damages from breach of this Agreement are difficult to prove or estimate, and the amount of liquidated damages specified herein represents a reasonable estimation of damages that will be suffered by the City due to late performance, including costs of additional inspection and oversight and lost opportunity for additional efficiencies that would have attended on-time completion of performance. 10.2.1 If after completing the process In 10.1 above, the City Is found at fault, the City shall, without limitation, provide information, work input, or approvals necessary for the 2015/10/29 Internet Service Agreement, Page 5 of7 Provider to proceed. 10.2.2 If after completing the process in 10.1 above, Provider's performance is found unsatisfactory at providing operations and support of Internet bandwidth, Provider shall be responsible for the direct payment to the City for any liquidated damages as provided in this Agreement. The maximum liability of the Provider for liquidated damages and other damages provided for in this Agreement, shall not exceed the total value (three-month average monthly cost of service times duration of contract) of the Agreement. 10.3 Provider Deficiency Damage Schedules. Subject to 10.2, Provider shall pay the City the following amounts in connection with the following deficiencies: 10.3.1 When unsatisfactory performance by Provider affects one or more of the following criteria under subparagraphs 4.3.1 through 4.3.7 and where one of the deficiencies is ' clearly the cause of the other(s), Provider shall be liable to pay only the amount of the damage for the deficiency resulting in the greatest amount of damages. 10.3.2 With the occurrence of noncompliance under subparagraphs 4.3.1 through 4.3.7, such damages shall accrue from the date that deficiency occurred and will continue through its resolution. In any single billing period the credit received by the City for Provider noncompliance under subparagraphs 4.31 through 4.3.7 will not exceed 50% of the billing period charge for the Data Service. 11. Miscellaneous Provisions. 11.1 Indemnification. Provider shall indemnify, hold harmless and defend City and its representatives, officers, directors and employees from any loss or claim made by third parties including legal fees and costs of defending actions or suits, to the extent that it results from the negligence or misconduct of Provider or Provider's employees or subcontractors in performing the work called for in this contract. If the loss or claim is caused by the joint concurrent negligence or other fault of City and Provider, the loss or claim shall be bome by each in proportion to the degree of negligence or other fault attributable to each. Provider's and City's obligations under this paragraph shall survive the termination of this contract. 11.2 Non-waiver. Waiver by either party of strict performance of any provision of this Agreement shall not waive or prejudice the party's right to require strict performance of the same provision or any other provision in the future. No waiver, consent, modification, or change of the terms of this Agreement shall bind either party unless in writing and signed by all parties. Such waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given. 11.3 Litigation and Attorneys'. Fees. In the event that liquidated damages are not specified for the default that occurs, the City may elect to pursue an action in a court of competent jurisdiction. If any litigation is commenced between the parties to this Agreement concerning this Agreement, or the rights and duties of either party, the prevailing party in that litigation shall be entitled, in addition to any other relief that may be granted in the litigation, to a reasonable sum for that party's attomeys' fees, including attorneys' fees on appeal. The amount of the fees shall be determined by the court in that litigation or in a separate action brought for that purpose. 11.4 Contract Administration. This Agreement will be administered by the City Information Technology Department through its Director and by Provider through the representative listed in subsection 11.5. Either party may change its representative by providing the other party written notice of the new representative's name and address. 11.5 Notices. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to a party of this Agreement shall be in writing and shall be deemed duly served and 2015/10/29 Internet Service Agreement, Page 6 of 7 given when personally delivered to the party, any managing employee of the party, or, in lieu of personal service, when deposited in the United States mail, Flrst class postage prepaid, addressed to the appropriate party as follows: CITY PROVIDER City of Ashland Hunter Communications, Inc. Attn: Director of IT and Electric Utility Attn: Director of Business Development 90 N. Mountain Ave. 801 Enterprise Drive Ashland, OR 97520 Central Point, OR 97502 i 11.6 Amendments and.Assignment. No amendment to this Agreement or assignment of this Agreement Will be effective unless it is in; writing and signed by both parties. 11.7 Force Majeure. Neither party shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of severe weather and storms; earthquakes or other natural occurrences; strikes or other labor untest; power failures; nuclear or other civil or military emergencies; acts of legislative;. judicial; executive or administrative authorities; or any other circumstances which are not within its reasonable control. 11.6. Governing Law. This Agreement, and all matters relating to this Agreement, shall be.govemed by the laws of the State of Oregon In fbrce.at.the time any need for interpretation of this Agreement or any decision or holding concerning this Agreement arlses, . I 17:,9 Se'verability. If any provision of this Agreement is held by a court; governmental I agency, or regulatory body of competent jurisdiction to be either invalid, vold, or unenforceable, the remaining provisions of this Agreement shall remain in full force artd effect unimpaired by the holding. The invalidity of a section, subsection, paragraph, or clausez..Fiall 1 not affect the validity of the remaining sections, subsections; paragraphs and clauses as long as the parties can legally, commercially and. practicably. continue without the invalid provision. 11.10 Entire Agreement. THIS AGREEMENT AND ANY ATTACHMENTS CONSTCfWTE. THE ENTIRE AND SOLE AGREEMENT BETWEEN THE CITY AND PROVIDER. ANY AGREEMENTS OR REPRESENTATIONS RESPECTING INTERNET SERVICE OR ANY RELATED MATTERS DISCUSSED IN THIS AGREEMENT NOT EXPRESSLY SET FORTH OR INCORPORATED INTO THIS AGREEMENT ARE NULL AND VOID. INTENDING TO BE BOUND, the parties have executed this Agreement-as of the date written below. City of Ashland- 3 a Date:' t° 3o i5 City Administrato , Dave Kanner t - Provider: Date: le~z9 2oIS AP OVE-D AS FORM 2015/10129 Internet Service Agreement, Page 7 of 7 A6h18 IlyAltOnlBy 10 - 30- lt~- :,.e :ec~.}-~.~aK.esar::`.a4.,ra:.r«,'.`F;~~3... `:i'~ ,w,., a.'~-~~~-'-_' -.+5~ _.,LV-:ez::~s-3iials`^~I:e.,sx 1 Exhibit A ! Internet Service, Agreement Fee Schedule i This is Exhibit A to the attached Internet Service Agreement and shall be effective the same date as the attached Internet.Service Agreement. This-Exhibit documents the pricing for the Data Services described in j the attached Internet Service Agreement. t Fee Schedule 1. Fees, Provider agrees to provide Internet connection services as specified in the attached Internet Service Agreement for which City agrees to provide consideration of thirteen thousand eight-hundred j dollars ($13,800.00) per month per the terms and conditions contained in the attached Internet Service Agreement. I i ' i { City or Ashland Hunter Communications By: Dave Kanner BY:IG}^'i9rclt.la ~.t..I c7r1 ? Title: City Administrator Title:r'G6 ckerrl? C i Signature Signature i Dated 101'6115 Dated (0/29/20!5 s Af' R VLD FORM i Aahlond 0llyAttamey lo'3~-IS tya 1 c 1 r j e i z j Council Business ing October 3, 201 Authorization to Transfer Ownership of a Retired Police Vehicle to Talent Title: PD From: Tighe O'Meara Police Chief Tighe.omeara@ashland.or.us Summary: Staff is seeking Council's permission to donate a soon to be decommissioned police vehicle to a partner agency. Actions, Options, or Potential Motions: I move that Council authorize the donation of a retied 2014 Chevrolet Tahoe police vehicle to the Talent Police Department. Staff Recommendation: Staff recommends that Council authorize the donation of this vehicle to the Talent Police Department. Resource Requirements: This authorization does not require any resources and mitigates the amount of personnel resources that have to be dedicated to fully stripping police equipment from a vehicle prior to a surplus sale. Policies, Plans and Goals Supported: N/A Background and Additional Information: One of the Police Department's vehicles (described below) is going to be taken out of service in the coming weeks. This vehicle has reached the end of its service life with the City of Ashland and is becoming increasingly costly to maintain and is being replaced with a newer vehicle of the same make and model. The normal procedure for a surplus vehicle is to ask fleet services to make the vehicle sale-ready. In order to do this with police vehicles, a good deal of time must be dedicated to removing all of the police-specific equipment. This equipment, as well as the vehicle itself, must then be stored, taking up limited space in city buildings and property. The Talent Police Department has expressed an interest in taking ownership of this vehicle. Transferring ownership to another police agency allows us to leave much of the police equipment intact (equipment that is still needed by APD will still be stripped away). This is in keeping with donations we have made in the past to partner agencies in Jackson County. Vehicle: 2014 Chevrolet Tahoe, VIN: IGNSK2E04ER196641, approximately value $14,000. Attachments: None Page 1 of 1 CITY OF -ASHLAND Council Business Meeting October 3, 20 Title: Appointment to Housing and Human Services Commission From: Melissa Huhtala City Recorder Melissa. huhtala@ashland.or. us Summary: Confirm Mayor's appointment of Jackie Bachman to the Housing and Human Services Commission. Actions, Options, or Potential Motions: Motion to approve appointment of Jackie Bachman to the Housing and Human Services Commission with a term to expire April 30, 2020. Staff Recommendation: Motion to approve appointment of Jackie Bachman to the Housing and Human Services Commission with a term to expire April 30, 2020. Resource Requirements: N/A. Policies, Plans and Goals Supported: Ashland Municipal Code (AMC) Chapter 2.19. Back,2round and Additional Information: This is confirmation by the City Council on the Mayor's appointment to the Housing and Human Services Commission. Attachments: Apptication. Pa-eIofI CITY OF -ASH LAN D CITY OF -ASHLAND APPLICATION FOR APPOINTMENT TO CITY COMMISSION/COMMITTEE Please type or print answers to the following questions and submit to the City Recorder at City Hall, 20 E Main Street, or email melissa.huhtala i ashland.or.us. If you have any questions, please feel free to contact the City Recorder at 488-5307. Attach additional sheets if necessary. Name: Jackie Bachman Requesting to serve on: Housing and Human Service (Commission/Committee) Address: 943 B Street, Ashland, OR 97520 Occupation: Retired Public Education Admin. Phone: Home: 760 889 5122 Work: N/A Email: jackie.bachman53@gmail.com Fax: N/A 1. Education Back round What schools have you attended? UCLA, (BA), California State University at Los Angeles (MA) What degrees do you hold? BA majoring in Psychology, MA, Special Education, CA Teaching Credentials in General and Special Education, Administrative Credential, What additional training or education have you had that would apply to this position? I have served as a public education teacher and administrator for 36 years. I have been trained in mediation, strategic planning, personnel management, staff evaluation, public laws concerning accessibility for the disabled, behavior management, autism, and mental health, (certified as a NAMI instructor by the National Alliance for Mental Illness). I served as a Special Education Director for 13 years, working closely with families, often in crisis, and staff serving the needs of students with disabilities, ages 3-22 years old. 2. Related Experience What prior work experience have you had that would help you if you were appointed to this position? I have worked for 36 years with children, families and young adults in crisis to solve challenges related to accessibility, mental health, behavior disorders, housing, and employment. I also have past personal experience supporting a parent with dementia. I am a current Food Bank Coordinator for my neighborhood. Do you feel it would be advantageous for you to have further training in this field, such as attending conferences or seminars? Why? I always look forward to learning more about any issues related to helping people in my community. I am open to attending conferences or seminars that would help me serve the community. 3. Interests Why are you applying for this position? I am interested in supporting the Ashland community in improving housing and social services, especially for seniors. 4. Availability Are you available to attend special meetings, in addition to the regularly scheduled meetings? Do you prefer day or evening meetings? Yes. I prefer day meetings but I am flexible for evening meetings. 5. Additional Information How long have you lived in this community? 2 1/2 years Please use the space below to summarize any additional qualifications you have for this position: In addition to the above mentioned training and experience, I am a senior citizen, (63 years old), who plans to live in this community for the long term. This gives me a personal motivation to improve my community, especially for Seniors, who make up a large part of the Ashland community. Date: August 24, 2017 Signature: Jackie Bachman ~r, Council Business Meeting October 3, 2017' Title: Recommendation from the ad hoc City Hall Advisory Committee From: Ann Seltzer Management Analyst an n.seltzerCcDashland.or. us Kaylea Kathol Project Manager kaylea.katholCaD-ashland. or.us Summary: The ad hoc City Hall Advisory Committee presents its recommendation on the replacement of City Hall. Actions, Options, or Potential Motions: 1) I move approval of the recommendation of the ad hoc City hall Advisory Committee to place a GO Bond on the May 2018 election for $1 million to complete Phase II construction of the Police Department and Emergency Operations Center (EOC) facility. 2) I move approval of staff s recommendation to issue an RFQ for Architectural Design Services. Staff Recommendation: 1) Staff recommends approval of the Committee recommendation to place a GO Bond of $1 million to complete Phase II construction of the Police Department and EOC facility on the May 2018 ballot. A 15-year loan at 3% interest will be $0.0319 per $1000 assessed value (see attachment 2). Rationale: The Council-approved Scope of Work of the ad hoc City Hall Advisory Committee requires $1 million to complete Phase Il construction of the Police Department and EOC facility. The committee felt it would be beneficial to have the EOC bond on the May 2018 ballot. 2) In addition, staff recommends the following action: Publish an RFQ for Architectural Services for replacing/rebuilding City Hall with a target budget of $10 million to include the following: Phase 1. Develop conceptual preliminary drawings with planning level costs for all three sites noted in the committee recommendation, (current location, Civic Center, and Briscoe School). Phase 2. Develop final design. Phase 3. Construction Administration Page 1 of 3 CITY OF -ASH LAN D Rationale: The ad hoc Committee recommendation states that given the uncertain costs for-the three location alternatives, they are unable to recommend a specific general obligation bond amount for voter approval. Securing design build concepts for the proposed sites would provide the community and Council with visual drawings, planning level costs and functionality of the proposed building and locations. The design of the concepts would factor in the criteria developed by the ad hoc Committee. The estimated costs for a new City Hall range from $8.5 million to $11.5 million. Setting a target budget of $10 million gives the architectural firm a specific budget to work within in designing the concepts. The deadline to submit a ballot measure title for publication of notice is February 23 and the final day to submit the ballot measure language is March 15. Given this timeline, it is unlikely that an RFQ could be issued, a contract awarded and designs concepts completed and available for review and a decision to meet the deadline for the May 2018 ballot. Therefore, the ad hoc Committee recommends placing a GO Bond for City Hall on the May 2019 ballot, allowing time to complete the phases of the RFQ noted above over the next 18 months. The ad hoc City Hall Advisory Committee has indicated they would be willing to reconvene to review the designs and costs. Discussion Question Does the City Council want to commission design concepts for all three sites or just the City- owned sites? Does the City Council wish to explore the acquisition of Briscoe School? If so, a letter of interest from the City Council to the Ashland School Board would be a starting point. Resource Requirements: The recently approved facilities budget includes $100,000 for facility evaluations and studies. An estimated $80,000 would be needed for architectural contractual services. The amount will depend on whether the Council wants design concepts for all three locations: Civic Center, Briscoe School and the current City Hall location. Staff estimates $40,000 for a single concept plus $20,000 for each additional site. Policies, Plans and Goals Supported: City Council Goal 4.4: Examine city hall replacement and other facility needs. Background and Additional Information: In 2015, Council directed to staff to complete a new seismic study on City Hall and to move forward with a comprehensive examination of options for replacing or rebuilding City Hall. The City contracted with Miller Engineering to complete the seismic study and with ORW Architecture to evaluate and develop options for replacing or rebuilding City Hall. Page 2 of 3 CITY OF ASHLAND r In January 2017, the Council reviewed the ORW feasibility study for the replacement of City Hall and in April of 2017 appointed an ad hoc City Hall Advisory Committee to review feasible alternatives for the replacement of City Hall and to recommend an amount for a GO Bond for a future election date and include $1 million to complete Phase II construction of the Police Department and Emergency Operations Center facility. As noted in the Committee's final report, the eleven-person committee met ten times over the past four months. All material related to the work was posted online as a Hot Topic on the City's website as well as all the agendas and minutes. 74% of the 2016 Citizen Survey respondents indicated support of making City Hall earthquake resilient. Ad hoc City Hall Advisory Committee Members Juli Di Chiro, chair and former Ashland Cathy Shaw, Former Ashland Mayor School District Superintendent Roger Pearce, Attorney Ed Finklea, Executive - Natural Gas Darrell Boldt, Retired Contractor Jac Nickels, Architect Meiwin Richards, Retired Banker Jerry Kenefick, Tax and Finance George Kramer, Historian Rich Miller, AWAC Barry Thalden, Architect Attachments: 1) Committee report and recommendation 2) Minority opinion from committee member Jac Nickels 3) Draft minutes from final ad hoc committee meeting 4) GO Bond Amortization Schedule 5) Public input Page 3 of 3 CITY OF ASHLAND i .I I CITY OF j INS H LAN D Ad Hoc City Hall Advisory Committee Final Report and Recommendation to the City Council October 3, 2017 j The ad hoc City Hall Advisory Committee is pleased to make its recommendation to the City Council. Introduction The existing City Hall building is a historic, unreinforced masonry building. Due to the vulnerability of that building to seismic activity, the City Council has previously considered options for City Hall, including a feasibility study done by City Staff and ORW Architecture that was presented to the Council in October 2016. In January 2017, the City Council approved formation of an ad hoc advisory committee to consider alternatives for City Hall, including. additional alternatives to the ORW Study. In April 2017, the City Council approved the ad hoc committee appointments and scope (Tab A). The central charge of the committee was to evaluate options for improving or replacing City Hall j that address work space needs for City employees through 2031 (as laid out in the ORW Study) and that provide a reasonable degree of seismic safety for employees. The committee was also asked to recommend timing and amounts of any general obligation (GO) bond, or other financing, needed to implement the recommended alternative. Summary of Recommendation The committee did not reach a unanimous recommendation on a site. Eight of the eleven members recommend rebuilding the City Hall on its, current site, expanding the structure to accommodate the future square footage needs of the City, and retaining the Community Development (ComDev) Building. Two committee members recommend building a new structure on the Civic Center site and retaining the C'omDev Building. One committee member recommends consolidating all City Hall and ConiDev uses at the Briscoe School site. The I criteria developed and applied by the committee and the explanation for the recommendations j are explained in detail below. j I Costs will depend both on the Council's final decision on an alternative and on the design of the project. Accordingly, the Committee is unable to recommend a specific general obligation bond amount for voter approval. However, once the City Council makes final decisions for a new City Hall, the committee recommends placing a GO bond on the May 2018 ballot, which should 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 1 i i i I I include $1M to complete Phase H construction of the Police Department and Emergency Operations Center (EOC) facility, as directed by Council. If the timing proves infeasible for a City Hall bond issue, we recommend spring of 2019 for the City Hall bond issue but going forward in May 2018 with the $1M bond issue for the EOC project. i Committee Process i The eleven-person committee met ten times over the past four months. We received presentations from staff on the condition of City Hall, the Community Development Building and the Civic Center. We toured City Hall, the Community Development Building, the Civic Center, the Police Station and the proposed location for the EOC at that facility. We received a j presentation from the Ashland School District and toured Briscoe School. We reviewed the ORW Feasibility Study and received a presentation from ORW's Dana Crawford who explained the process utilized for the study and its space needs analysis. We reviewed a number of additional presentations and materials, including analysis of the 1888 Helman deed to the City that included the City Hall site, City Staff reports on cost estimations, the December 2015 City Hall seismic evaluation, and a committee review of the square footage costs from committee member Darrell Boldt. We had informative discussions on the identified space needs, the criteria j utilized in the prior feasibility study, and additional criteria deemed important by the committee for any recommendation, including cost effectiveness, opportunities for operational flexibility, preservation of the existing civic use and downtown presence, and parking for customers and employees. We heard numerous comments from members of the public. Agendas, minutes and materials were posted online as a Hot Topic on the City's website. Alternatives Considered The starting point for feasible alternatives was the ORW Feasibility Study. The only alternatives I carried forward were those that met the City's 2031 additional space requirements as estimated in the ORW Feasibility Study as an increase of 4,846 square feet over existing square footage available at City Hall and the Community Development building. Two new options were brought forward and considered as set forth below. The committee believes it was thorough in its research. While some other options were mentioned to us, the list in Table A below are the ones that we deemed sufficiently feasible to analyze. Construction timeline estimates were done by City staff. Cost estimates were provided by City staff based on the methodology used in the ORW Feasibility Study. Since there is no actual design from which to estimate,, these numbers are necessarily quite general. A number of committee members, particularly those with construction . experience, felt that some of the cost estimates (e.g., for seismic strengthening) were quite high. With one exception, the committee felt that the estimates were sufficiently similar in methodology that they provided a legitimate basis for comparison purposes. The exception is the i Briscoe School option, which was presented later than others. The estimated cost for that option 10 03 2017 Recommendation Ad Hoe City Hall Advisory Committee 2 I o shown below only includes seismic upgrades, and architectural, mechanical, electrical, and plumbing improvements for use as a school (less a presumed sale price for the Community Development building of $2.5M). We did not have any estimates for the purchase price of the land and buildings, for any demolition and construction of surface parking, or for the improvements to the building that would be required for it to function for the combined uses now in City Hall and the Community Development Building. Table A - Alternatives Alternative Cost Estimate Construction Timeline months 1 City Hall Expansion (2 options) la Rebuild and expand existing City Hall $8.5 M 11 lb Rebuild and expand existing City hall and retain $9.7 M 16 historic facades 2 Expand ComDev to include City Hall $9.5 M 16 3 New construction at Lithia Way and Pioneer parking lot 2 options) 3a Consolidate COn1Dev and City Hall at Lithia Way $16.1 M 17 and Pioneer with 50 underground parking stalls 3b Consolidate ComDev and City Hall at Lithia Way $19.6 M 19 and Pioneer with 100 underground parking stalls 1 4 Civic Center 2 0 lions 4a New City Hall at Civic Center and keep ComDev $11 M 16 downtown** 4b New City Hall at Civic Center and incorporate $12.9 M 16 ComDev** 5 Briscoe School as new City Hall and ComDev** $8.1 M 16 (est. is for structural rehab only) Options developed by City after ORW completed Feasibility Study. Costs and timelines were estimated by staff, based on construction assumptions used in the Feasibility Study. Decision Criteria The committee spent considerable time developing the criteria by which to evaluate the options listed above and ranking each criterion. The list of criteria with brief explanations is set out in Table B below. 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 3 i I Table B -Criteria 1 Option Is Cost Effective Whether the City is spending public dollars wisely 2 Option Provides Flexibility Whether the option would provide the 1 City with design and operational flexibility to meet current and future i needs. 3 Preserves Civic Use of Existing City The existing civic use on its key corner j Hall Downtown was seen as an important factor 4 Option is Acceptable to Voters Whether the option would be something for which voters would be willing to tax themselves 5 Retains a Downtown Presence The existing presence in Downtown was seen as an important factor 6 Option Addresses Parlung for Whether the option would improve Employees and Customer parking for employees and customers of ' City Hall. j 7 Provides centralized services Whether the option would centralize services for the convenience of the public and City staff coordination 8 Potential to increase public parking Could the option provide for additional public parking, especially in the Downtown area 9 Preserves historic fagade of the existing The preservation of the historic fagade of City Hall the existing National Register building is k a factor 10 Is outside the Hosler Dam zone Whether the option is within the FEMA inundation path of a Hosler Dam failure event 11 Built to LEED standards Whether the option could meet Livability through Energy and Environmental Design (or other `green building') standards 12 Construction time-line and impact What would be the construction impacts to neighboring uses and to traffic i The committee determined that the six highlighted criteria were the most important for its decision-making, but it considered all the criteria. Some of the criteria deemed of lesser importance are fairly included in the six highlighted criteria. The order in Table. 13 above reflects the number of votes each criterion received when the committee assessed the criteria. Individual members naturally place greater weight and importance to different criteria, which helps explain the non-unanimity in the committee's recommendation. Note that the criteria often address competing goals, so some balancing of interests was required. None of the alternatives considered could meet all of the criteria deemed important. 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 4 i I Analysis of Alternatives i The finalist alternatives analyzed by the committee were: • lA Rebuild and expand the existing City Hall and retain ComDev Building • 1B Rebuild and expand the existing City Hall, retain the historic facades, and retain COmDev Building • 4A New City Hall at the Civic Center and retain ComDev Building • 5 Briscoe School - consolidate both City Hall and ComDev at Briscoe Other alternatives did not get enough support to be carried forward. • With respect to Alternative 2 (Expand COmDev to include City Hall plus expansion for future), adding two stories to that building would be a challenge and would result in a bulky and inefficient design; that building is relatively new and functions fairly well; parking downtown would worsen (assuming some alternate use would occupy the current City Hall); and the City would still have the problem of what to do with the seismically unsafe current City Hall building. I • With respect to Alternatives 3A and 3B (Consolidate City Hall and ComDev in a new building at Lithia/Pioneer with either 50 or 100 underground parking stalls), those f options did provide some parking in the Downtown area but were far more expensive than other alternatives and did not meet other important decision criteria. • With respect to Alternative 4B (New City Hall at Civic Center including ComDev uses), that alternative was also not cost effective, and the committee felt that abandoning the ComDev Building was unwise because it is a relatively new building that functions fairly well currently. Alternatives IA and 1B - Rebuild and Expand on Existing Site Eight of the eleven committee members recommend rebuilding and expanding City Hall on the existing site and keeping the ComDev Building. These are close to the same alternative - the only difference being that 1B is estimated to cost more but would preserve the historic faeade. Some members thought preserving the faeade was important and that the estimated extra costs of that work ($121v1) was overstated. Others felt that the difference in cost was more important, a new building would be faster to rebuild (less construction impacts to Downtown), and other mitigation for impacts to historic resources is possible. • This alternative is the most cost effective of the four finalists. • New space, whether in a new building or in the shell of the existing structure, could be designed to be flexible, without all the internal walls and grade changes in the existing structure. 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 5 • Alternatives 1A and 1B are the only alternatives that preserve the existing civic use on the existing location. It was felt that the City Hall on that key corner of Downtown was a signature part of Ashland. • For that same reason, many committee members thought this alternative could be more readily acceptable to voters. This would not only provide additional space for City functions, it would also preserve something that is unique and historic about Ashland. I • The alternative would better retain a Downtown presence than other alternatives. • The alternative would not provide additional parking for employees and customers. f Some members pointed out that parking Downtown is a far larger problem than just City employees and just one building, however, and there are other ways to address parking problems as shown in the City's recent Downtown Strategic'Parking Management Plan. As one member stated, it is difficult to build your way out of parking issues - rather, you need an overall management strategy. The two other alternatives (4A and 5) could provide on-site parking for users of the building itself, but may not have much impact on Downtown parking, depending on what replacement use went into the vacated City Hall building. • This alternative would retain reasonably centralized services, because the two City administrative buildings would still be only one block apart. j • Other Issues. Construction Impacts Downtown - the City Hall building requires seismic upgrades for safety reasons, so some construction impacts will occur under any alternative selected, but the more extensive construction contemplated under Alternatives IA and 18 would have greater construction impacts to Downtown. Rehousing Staff- current uses in City Hall would have to be relocated during construction; that impact might be avoided under other alternatives. Historic Consultation - any major renovations or demolition of the existing structure will require consultation with the State Historic Preservation Officer under state law. Alternative 4A - New City Hall at Civic Center / Retain CornDev Downtown I Two of the eleven committee members recommend Alternative 4A, which would keep the j ComDev Building in Downtown and build a new structure at the Civic Center. • This alternative would be less cost effective ($11M) than the alternatives discussed above -Alternative 1A ($8.5M) and Alternative 113 ($93M). • The alternative would provide good flexibility in design of the new building. • The alternative does not'preserve the use of the existing City Hall on its prominent place in Downtown. But retaining the ComDev Building would retain a Downtown presence for those City uses appropriate for. a Downtown location. • The 4A alternative can address parking for employees and customers. The proponents of this alternative explained that functions accessed less frequently by the public, such as administrative functions and perhaps the Mayor's office, could be relocated to the ComDev building, and functions accessed more frequently (and which need more j I 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 6 i parking) could be in the new building at the Civic Center. Depending on what alternate use went into the vacated City Hall building, there may be a different impact on Downtown parking fiom the current City Hall use. j • Proponents of this alternative have a different opinion of what would be acceptable to voters and what would make a saleable bond issue than the majority of the committee I members. • The alternative would not provide centralized services. The advocates for this alternative point out that putting the most-accessed services at the Civic Center could mitigate that drawback. • Proponents of this alternative point out that construction impacts would be less for a new structure at the Civic Center. Others point out that whatever uses go into the old City Hall Building, there will likely be some construction needed to upgrade that building, although likely less than enlarging it for City Hall uses. Alternative 5 - Briscoe School / Relocate all City uses from City Hall and ComDev to Briscoe One committee member recommends Alternative 5, which would centralize all the functions currently in the ComDev Building and the City Hall Building to the Briscoe School site. Some offset in costs would be available by selling the ComDev Building. This committee member points out the unique opportunity afforded by the School District wanting to divest itself of the Briscoe site, which is a large property near Downtown. • The cost effectiveness of this alternative is not known with certainty. The Briscoe building has not been updated for some time. Based on an Ashland School District study of how much it would cost to upgrade the facility for use as a school, City Staff has estimated that the cost of that retrofit would be $10.6M, which would be reduced to about $81M if the City sold the COmDev Building for $2.5M. There are a number of unknown costs for this alternative, including the cost of purchasing the land and building from the School District (Jackson County shows a current assessed value of the land and buildings of approximately $3.16M, which is likely well below fair market value; the land itself is currently assessed at only $240K). Other unknown costs for this alternative include the cost of internal improvements to the building to make it usable for City purposes, the cost of demolishing a wing of the building to provide for additional on-site parking, and the cost of constructing on-site parking. Several committee members commented that it would be the most costly alternative and it would take a great deal of work to retrofit for City Hall and COmDev uses. • Briscoe is a large building on a very large site (3.74 acres). Without a specific. development proposal it is not clear how easily the existing building can be developed into flexible work space for City uses. • The proponent of the Briscoe site points out that the site is quite close to Downtown. • Because it is a large site, a plan for the Briscoe site could provide some additional surface parking for customers and employees. Whether there would be any positive effect on 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 7 i i i I Downtown parking would depend on what types of replacement uses occupied the vacated City Hall Building and ComDev Building. • The Briscoe alternative would not preserve the civic use of the existing City Hall site. • It is unclear if this alternative, which includes vacating the relatively new ComDev j Building, would be acceptable to voters. The committee heard from a number of neighbors who would like the City to buy the site. A portion of the site currently provides one of the few green open spaces in the neighborhood. • Briscoe is the only alternative that is outside of the Hosler Dam failure event flood zone. Both the existing City Hall and the ComDev Building are in that flood zone. General Obligation Bonds Given the cost uncertainties of the various alternatives, and the very general nature of the cost estimates to date, the committee was unable to recommend a specific, proposed bond amount at this time. Once a specific proposal is selected and more detailed estimating is obtained, the financing can be better estimated. The committee recommends that the best date for the bond issue would be the May 2018 election. If that date proves too soon to be feasible for the City Hall bond issue, the best date would be the spring of 2019. The committee recommends putting the EOC bond issue ($1M) on the May 2018 ballot, even if time is too short to get a City Hall ballot ready by that date. I General Comments 'The following comments reflect important parts of the committee's discussion. As noted below, not all committee members would endorse every comment. • The committee recognizes that existing City facilities are cramped, with little meeting space, but encourages the Council to carefully consider during the building design phase how flexible work spaces and greater use of technology can limit the need for additional building square footage. • Even though not recommending it for a unified City Hall site, several members of the committee thought that the Briscoe School property was an exciting opportunity for the City to locate more open space and/or housing on this important site near Downtown. • Some committee members feel strongly that the amount of space identified in the ORW Feasibility Study to meet the City's 2031 space needs was excessive. That study called for an increase from the current square footage of 19,506 square feet to 24,352 square feet in 2031. These members encourage the City to consider that, given advances in technology, more employees will be working remotely and will need less space in building offices in the future. 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 8 I • Several committee members commented that, for any alternative that proposed changing the use of the existing City Hall Building from a "Town Hall" use or "Plaza" use, it will be important for the City Attorney to resolve the reversionary interest in the original deed for that property before the new use is implemented. That deed conveyed most of the existing Plaza as well the City Hall site itself. • Some members recommend that the City take a hard look at space utilization during final design to ensure that existing space and any new construction is used in the most cost effective and efficient manner. Ten of the eleven members did not recommend an alternative that would consolidate all City functions in one location, and a number of members felt that centralization concerns could be addressed by planning that would ensure that departments that need to work together are placed in close proximity. • Members of the committee were concerned about the total amount of bonded debt that the City would have with a new GO Bond issue. To mitigate this, they felt that the City should consider retiring any existing debt that could be paid off more quickly than the current schedule. For instance, the bond that covers Fire Station 1 could be considered for this strategy. • There are a large number of older buildings near existing City Hall. If there were a large seismic event, access to the current City Hall might be impaired, even City Hall itself was rebuilt and remained functional. • The committee was asked to include $1M in the bond offering for Phase 2 of the Ashland Police Department. We understand that this money would be used primarily to construct a new Emergency Operations Center. Some members felt that it might be more acceptable to voters if the wording in the ballot statement.focused on the Emergency Operations Center rather than on the Police Department. The committee appreciates the opportunity to provide our recommendations to the City Council on this important issue. At the discretion of the City Council, the committee offers to continue to be involved in the City Hall process, which could include review of project designs and recommendations regarding GO bonds. Respectfully Submitted: Juli DiChiro, Chairperson Ad Hoc City Hall Advisory Committee 10 03 2017 Recommendation Ad Hoc City Hall Advisory Committee 9 i i Ad hoc City Hall Advisory Committee Minority opinion submitted via email to committee Chair Juli Di Chiro and Vice Chair Roger Pearce by Jac Nickels, committee member. September 11, 2017 Juli & Roger, I would like to further explain my decision for selecting Briscoe as my first choice and Civic Center as my second choice. Let me first elaborate why I think the existing City Hall is a bad choice. One of the main reasons is that there is no parking! Even though some folks believe we won't be using cars in 10 years, the reality is we will be using more cars than we are today with the increase of the population. I for one, visit the Community Development building on a regular bases and parking is always a struggle and the problem multiplies from early May till late October. Another big reason I'm against this site is the ramifications of a seismic event. Even though the new City Hall (whether existing or torn down and built new) will be designed or retrofitted to meet the standards for an Essential Building- Category IV, can you imagine what the "plaza" will look like when several of the non- reinforced buildings fall to the ground? I've worked on many buildings downtown and I'm very familiar with their construction. How will the City employees be able to function when they won't be able to get to work. To look at an even more horrific scenario, what if Reeder Reservoir failed and all the City employees are stuck inside a building that survived but are crippled because of all the debris from the flood piled up on the ..plaza" If you remember, one of our criteria was to keep the new City Hall out of the path of Reeder Reservoir, but somehow that was eliminated from our list. Another reason for not choosing that site was the difficulty of construction. Although this a temporary problem it will most definitely affect the vitality of our City for a couple of years. I do agree it would be nice to keep a "city" presence downtown but the negatives of this site far out weight the benefits of located the new City Hall on this site. This is not a good choice! The reason I choose Briscoe as my first choice is that it would avoid all the negative aspects of the existing City Hall site. It is very accessible and there is plenty of room for parking, the building is large enough to accommodate the City's needs, the proximity to downtown is close enough for the employees to walk to lunch and it has great visibility being the first major building you see coming into town from the North plus it's also a historic building. Another of the major advantages to this site is that it would retain the existing playground for the Briscoe neighborhood which would likely disappear if the School District sold the property to a private developer. The Civic Center of East Main Street was my second choice because it too would avoid all the negative aspects of the existing City Hall site. It would have plenty of parking and easy access. The cost of construction would be less as you are starting with a clean slate. The only disadvantage I can see is that you would lose the "downtown" I presence. Although, with this site and Briscoe site, the mayor and his support staff could be located in another building downtown, whether it's in the existing City Hall building or in the existing Community Development building, if the Community feels that this presence is a necessity. In summary, either the Briscoe site or the Civic Center site would be best but not the existing City Hall site. There are way too many problems with that site to justify it. Thanks, Jac Jac Nickels Principle Architect j sign DesignWork,, lnc_ 518 Washington Street, Suite 4 Ashland, OR 97520 CITY OF ASHLAND Tab A City Hall Advisory Committee Scope of Work Approved by Ashland City Council April 4, 2017 Memo i i DATE: March 7, 2017 TO: Mayor and Council FROM: John Kams, interim city administrator RE: City Hall Advisory Committee Scone of Work The City Hall Advisory Committee will work with City staff, consultants, architects, and stakeholders to create finding and develop recommendations to present to Council on several projects and concepts relating to City Hall. Central to this charge will be identifying options that address work space needs for City employees through 2031 and providing a reasonable degree to seismic safety for employees. In addition, funding options must include $1 million to complete Phase II construction of the Police Department and Emergency Operations Center facility. Specific issues within the committee's purview included but are not limited to: Facility Evaluation • Evaluate the options for improving/replacing City Hall including those cited by the ORW architecture firm report and additional. sites provided by staff. • Evaluate whether any of the options for City Hall could also address a portion of the vehicle parking needs for the downtown area. • Prioritize recommended improvements. Funding Strateries/Opfions • Determine whether the City should seek voter approval of a General Election Bond (or a series of bonds) to fund recommended improvements; • Recommend the amount that should be on the levy; • If it determined a General Obligation Bond should be placed on the ballot, which election date is recommended coordinating with other public agency bond plans; • . If a General Election Bond is not recommended identify optional funding sources. Conclusions • Provide to the Council the committee's rationale on making a final decision/recommendation. The committee will be asked to make a recommendation to the City Council no later than September 1, 2017. The recommendation shall include preferred option(s), cost estimate, bonding strategy, and the approximate cost per home at the prevailing rates. Page 1 of 1 August 2017 Karns City Hall OWFA:~ i CITY OF -ASHLAND Draft Minutes ad hoe City Hall Advisory Committee September 13, 2017 Corn Dev, 51 Winburn Way 1:30 p.m ATTENDANCE Committee Members: Boldt, Di Chiro, Finklea, Kenefick, Kramer, Miller, Nickels, Pearce, Shaw, Thalden Staff: Fleury, Kathol, Morrison, Seltzer Absent: Richards CALL TO ORDER: Di Chiro called the meeting to order. Changes to the Minutes of the August 30 Committee Meeting were as follows: • Page 4 - Shaw made the following changes: o "Shaw said the best timing for an issue-based election is a mid-term primary election because you have a difference in the profile of who votes versus who votes on a presidential cycle. She said the best chance for passing a bond is in a mid-term primary because you have the lowest voter turnout in part because non-affiliated voters (NAVS) cannot participate in a partisan race, and mid-term primary voters are the most engaged, so you are dealing with a different kind of an audience. " • Page 4 - Shaw cut the sentence: "Shaw said that in a presidential primary you have 10% more Jackson County voters participating then you typically do." • Page 4 - Shaw changed: because you can dramatically impact the turnout." • Page 4 - Di Chiro changed: "Di Chiro did not think we could agree on only one option." • Page 4 - Kramer changed "Kathol had arrived at $8.1 M for Briscoe and that entailed selling ComDev.... " • Page 5 - Kramer changed ......but 1 b retained the fayade, which accounted for the $1.2 M difference." • Page 6 - Shaw changed `He" to "She" on Richard's statement • Page 7 - Finklea changed his statements to: "Build a new City Hall on the same site but it is incumbent on the Council to make that choice after more financial analysis." "He thought that Briscoe should stay with the City if possible. His first choice is to stay with the existing site and his second choice is going to the Civic Center." • Page 8 - Shaw changed ``Di Chiro and Pearce will work with...." ad hoc City Hall Advisory Committee ] APPROVAL OF MINUTES: MOTION by Boldt, second by Pearce to approve the Minutes of the August 30, 2017 ad hoc City Hall Advisory Committee meeting as amended. Carried unanimously. REVIEW AND DISCUSSION OF DRAFT RECOMMENDATION: Di Chiro thanked Pearce for his work and assistance on the draft of the Final Report and Recommendation to the City Council. Di Chiro said that she reviewed all of the committee Minutes, reviewed Pearce's first draft, she and Pearce made changes and sent their draft to City staff for review. The committee members were then sent the third draft. Di Chiro said the General Comments section were based on recurring themes from the meeting Minutes. Committee members thanked Di Chiro and Pearce for their work on the Final Report Draft. Members of the public that were present thanked the committee for their work. Di Chiro then asked that committee members give their input on the draft, in particular, were the relevant issues captured? Was anything missed? Committee input was as follows: • Kenefick recommended changing on Page 1 the sentence beginning the fifth paragraph to read: "The costs will depend both on the Council's final decision on an alternative and on the design of the project." • Kramer recommended changing at the top of Page 2:....... which should include $1M to implement the Phase 11 Police Station project as directed by Council." • Shaw recommended changing on Page 5:...... and the committee felt that abandoning the ComDev Building was unwise because it is a relatively new building that functions fairly well currently." • Shaw recommended changing on Page 5, first bullet under Other alternatives:.... "that building is relatively new and functions fairly well currently." Shaw said the voters did not approve the ComDev building, so that sentence was cut. • Kramer recommended changing on Page 5:...."These are close to the same alternative - the only difference being that 113 would be estimated to cost more but would preserve the historic facade." • Kramer corrected on Page 6: "Some members pointed out that parking Downtown is a far larger problem than just City employees...." • Kramer asked that somewhere in the comments section it be noted that Briscoe and the Civic Center were outside of the Hosler Dam concern and were not adjacent to other buildings in the event of an earthquake. ad hoc City Hall Advisory Committee 2 • Kramer recommended on Page 8 adding another bullet point with the sentence beginning: "The committee recognizes that existing City facilities are cramped...." Kramer and Boldt wanted it noted that space needs are driven by the staffing increases. • Kenefick wanted it noted that the committee had been asked by Council to include the $1M in the Bond primarily to construct the Police Phase II. He thought it may be more acceptable to voters if the wording focused more on the EOC instead of the Police Department. The next step will be to make corrections and send out the revised Final Report to the committee members. MOTION by Boldt, second by Shaw to approve as amended the Final Report and Recommendation to the City Council. Carried unanimously. Seltzer said that the Final Report and Recommendation will be presented to the City Council by Di Chiro on October 3, 2017. Seltzer said some of Morrison's presentation from the May 24 meeting would be included for the benefit of the Council. Staff cover sheets will include specific recommendations from City staff. Seltzer said there would be a RFQ for an architect to design concepts with cost estimates for all three sites. She also said two points to be considered were: 1. The committee is agreeable to reviewing the design concepts once developed; 2. We will not be able to make a May 2018 ballot. The deadline to title and notice is by February 23, 2018 and the final language deadline is March 13, 2018. Seltzer said that an RFQ would take a while to draft and would likely have to go back to the Council for approval. We would be asking one firm to develop a concept for three sites, which is unlikely to be done for inclusion on the May 2018 ballot. Shaw asked if three firms could be hired - one for each site. Seltzer said that was cost prohibitive. One firm could cost $40,0000 for the first site concept design, and $20,000 for each additional site concept design. She added that we could direct an architectural firm with a target budget of $ l OM and then scale that down, but that we have to give the architectural firm parameters. In addition, we need to know if the Council is interested in purchasing Briscoe. Why pay for a concept design if Briscoe is not feasible or not available? It would be great if the time-line allowed the committee to get design concepts and have them approved, but that cannot be done by the May 2018 ballot deadlines. It could be March or April by the time the designs were being reviewed for approval. Di Chiro said that the Council would have the prerogative to only cost out one or two of the site options. If the City was interested in Briscoe, they could pursue that. The School ad hoc City Hall Advisory Committee 3 District has their bond in the November election. Kramer said he would be willing to help draft bond language. Seltzer said that usually an Ad Hoc committee is disbanded once they give their Final Report. However, the City Hall Ad Hoc committee has generally agreed to reconvene when given design concepts. The committee members did not feel they could put the cost estimates together. Kramer said the committee could advise the Council on a reasonable bond amount -'here are the three options and each design cost is Nickels disagreed. Kenefick said on the Fire Station bond, the committee knew what was acceptable to the voters and they did not retool the numbers. Seltzer said the committee has the benefit of meeting with the architect and giving input to dial down cost estimates. The committee could work with the architect and on the designs. Kramer said that if the City goes to a GL bond, it needs to be crafted so it meets with voter approval. Nickels said the committee was not qualified to come up with a cost estimate for a design they have not seen. Di Chiro thought the Council had more work to do - City staff cannot advocate for it, but the Council can. Thalden said that we would see what the architect proposes and then someone has to oversee it - like a Design Committee. The Council could decide to appoint a new committee, but if they want the current Ad Hoc committee to continue with their work, then the Ad Hoc committee is willing to. Seltzer said she would explore if a dollar amount was required to be included in the Title and Notice language. Settzer said that in theory, rather than going out for an RFQ, the City could do a direct award to ORW, who completed all of the initial work. That could save three months on the timeline. The City can do a special procurement and say to the Council that it would be more cost effective to give the direct award to ORW. Fleury said that if you make a site selection, you would have to do a formal selection process. Seltzer said there was budget left in the ORW scope to continue the work. If we miss the May 2018 election, the next opportunity is a special election the next year. Otherwise, we are competing with the School Board election. If we miss the May 2018 election, we would have to wait until 2019 and costs would go up. Seltzer said that if the Council wants to vote that the current City Hall location is best, then the committee recommendation could be to follow forward with design and costs, but she felt it was awkward asking the Council to pick one of the three site options. Pearce said the Council was free to select one site. Kenefick said we are worrying about missing the May 2018 timeline, but what was the hurry? Shaw said the EOC bond could go on the May 2018 ballot and not be combined with the City Hall bond. The committee members liked that idea. ad hoc City Hall Advisory Committee 4 MOTION by Kenefick, second by Kramer that the Ad Hoc committee recommends that the Council put the EOC bond on the May 2018 ballot. Motion passed, with Di Chiro a nay. Di Chiro said her vote was a nay because she felt the recommendation was outside the scope of the committee's charge. The committee generally felt it would be to everyone's benefit to get the EOC bond on the May 2018 ballot and have it stand on its own. Seltzer said that forfeiture funds were used to complete Phase 1 of the Ashland Police Station to get it where it needed to be Phase 2 is to build the EOC and there are not forfeiture funds for this project. Boldt wondered if tagging the EOC Phase with the City Hall recommendation had an advantage, and Seltzer did not think there was a specific reason to couple them together. Shaw said they become competing clauses within themselves. Seltzer wanted to revisit doing a direct award for the design concept. Fleury said we could do a direct award. We have some money left in the budget but would have to have a conversation with ORW first. He did not know ORW's work load and that could drive the cost up. Even if we give ORW a set time line and they come back with their prices, Council will have to decide if the schedule can be met or not. Kramer, Kenefick and Nickels said they would rather wait a year to put the City Hall on the ballot and get it right. Thalden thought the direct award was a good approach. Fleury said that to save time, the City could do a full solicitation and scope the project in phases, and based on the outcome of the first phase, you can continue to negotiate the next phases. Each phase is independent and can be brought to the Council. Nickels added that if a firm is not performing, the contract can be amended at any time. Shaw thought that would give the committee a chance to revisit the numbers as we go along. Kramer felt that the EOC independent bond idea should be included in the committee's final recommendation to the Council. We are better served to get it right than do it too quickly. MOTION by Shaw, second by Thalden to amend the recommendation to reflect that EOC be placed on the May 2018 ballot independently and if it is not feasible, that it be placed on the ballot in the Spring of 2019. Carried unanimously. MOTION by Kramer, second by Shaw to include in the committee recommendation the offer of the Ad Hoc committee to participate in the process goin¢ forward. Carried unanimously. ad hoc City Hall Advisory Committee 5 Seltzer said she felt staff received significant direction from the committee. Di Chiro said next steps would be to: • Review the September 13 Draft Minutes • Pearce and Di Chiro will update the Final Report and Recommendation • City staff is discussing and deciding if they will make a recommendation to make a direct award to ORW • Send out the drafts of the Final Report and the September 13 Meeting Minutes for input from committee members. Since this was the final committee meeting, the Minutes will remain Draft Minutes, as the committee cannot vote electronically. Seltzer thanked all of the committee members for their time and thoughtful discussions. Di Chiro adjourned the meeting at 2:55 p:m. Respectfully submitted, Shelly D. Hensarling ad hoc City Hall Advisory Committee 6 Emergency Operation Center (EOC) $1 Million Emergency Operations Center Loan Amortization Schedule Assumptions: 15 Years 3% Tax Exempt Municipal Bond Rate Loan Amortization Schedule Enter values' Loan summary Loan amount 5 1,000,000.00 Scheduled payment 5 Annual interest rate 3.00 % Scheduled number of payments 15 Loan period in years 15 Actual number of payments 15 Number of payments per year 1 Total early pnvments S - Start date of loan 12/1/2018 Total interest S 256,498.71 Optional extra psvmrnts Lender name.! i F.I. Scheduled No. Payment Date Beginning Balance Extra Payment Total Payment Principal Interest Ending Balance Cumulative Interest Payment i 1_ 1. cl'_. 1JU,;..~, L'~ -c_ c. - ~•.~ic S ci._ _ ."UC,. ':4o_~--4-' S 12/1/2020 5 946,233.42 5 53,766.55 5 - 5 83,76635 S »,3745S S 28,38.-.OD S 590,553-S4 5 88,38:.00 1'_/1/2021 S 890,853.&4 S 53,766.55 S - 5 53,766-55 S 57,040.97 S 26,725.62 5 S33,81188 S 85,11262 4 12/1/2022 5 833,812.88 5 53,766.55 S - S 83,766-56 S 55,75 5219 S 25,014.39 S 775,060.65 S 110,127.00 3 12/1/2023 5 775,060.68 5 53,766.55 S - S 83,766.58 S 60,514.76 S 23.251.52 S 714,545-92 5 133,378.52 d 12/1/2024 S 714,545.92 5 83,766.55 5 - S 83,766.55 S 62,330.20 5 21,436.38 S 652,215-72 S 154,51520 12/1/2025 5 652,215.72 5 53,766.55 S - S 53,766.55 S 64,200.11 S 19,566.17 5 585,015.61 5 1,7-1,381.67 S 12/1/2026 5 588,015.61 5 53,766.55 S - S 83,766.55 S 66,126.11 5 17,640.17 5 521,889.50 5 192,02-714 9 12/1/2027 5 521,589.50 5 83,766.58 S - S 53,766.55 S 68,109.90 S 15,656.65 5 453,779.60 5 207,678.83 10 12/1/2025 5 153,779.60 5 83,766.58 S - S 53,766-58 S 70,153.19 5 13,613.39 5 353,626.41 5 ?21,2922? 11 12/1/2029 S 383,626.41 S 53,766.58 5 - S 53,766.58 S 72,257.79 S 11,505.79 S 311,368.62 S 232,501.01 12 12/1/2030 S 311,365.62 S 83,766.55 5 - S 53,766.55 S 74,12532 S 9,341.06 5 236,943.10 5 242,142-07 ,13 12/1/2031 S 236,943.10 S 83.766.58 5 - S 83,766-58 S 76,658-29 S 7,10829 S 160,281.81 S 249,250.36 14 12/1/2032 S 160254.81 S 53.766.55 S - S 53,76655 S 75.95801 S 4.505.54 S S1,326JS S 251,05S.90 1- 1J/L'_., S SL..,r-S -66 ;S S - 51.526.-5 S -S.SS0.9 .-430 SO 5 - S 2=o,49S 71 Impact on Assessed Valuations Rate per 51,000 AV House Value 200,000 250,000 300,000 400,000 500,000 600,000 700,000 800,000 Police Station Phase II 1,000;000 0.0319 6.39 798 9.55 1277 15-96 19.16 22.35 25.54 Email send to the ad hoc City Hall Advisory Committee Email from Rick Vezie August 8, 2017 From: Rick Vezie [mailto:rvezie@gmail.com] Sent: Tuesday, August 08, 2017 7:19 AM To: Ann Seltzer Subject: City Hall Ann, please forward this email to all members of the City Hall Advisory Committee. Thanks All members of the ad hoc City Hall Advisory Committee, Hopefully we have not reached the point where we are willing to trade off the gifts of our heritage for the tyranny of convenience. I attended the 8/2/17 committee meeting and have the following observations and comments - The point was made that in conversations with citizens regarding the location of City Hall, most or maybe all didn't care if it was moved from the downtown. I confess that in the early nineties I would have agreed, especially if it would have saved money and provided more parking. I never gave our City Hall's location any serious thought until numerous letters to the editor started appearing in the Daily Tidings discussing the issue. After all, what possible difference could it make? That was back in the early-mid 90's. I eventually came to understand that both the location and prominence our City Hall are extremely important to the economic vitality and well-being of our town. One magazine article highlighting Ashland several years ago said something to the effect"... where the town itself is the main attraction." Beyond our other attributes, Ashland has three main things going for it - the festival, the university and the fact that we are Mayberry. We lose any one of those three and it will cost us dearly. We are to some degree, like a museum of small town America. We preserve our history, we preserve our traditions and hopefully - we will preserve our heritage. Are our restaurants and boutiques better than those of other towns? Well maybe, but that's not what brings people here. People visit our town because of the combination of unique components, which provide them with lasting memories of a wonderful small town. The current 1 Email send to the ad hoc City Hall Advisory Committee location of our City Hall - pointing from its prominent corner toward the plaza and housing the functioning leadership of our town's government is a vital component of this combination. And if our city government represents us, the building housing our leadership should represent us. Perhaps we can even enhance that representation a bit in the near future. In the end it really is location, location and location. That's probably why most of us live here in the first place. There are of course - other options. One needs to look no further than Main Street Medford to see a rather desolate alternative. They do however - have "plenty of parking." Rick Vezie Member of the former City Ad Hoc Space Needs Study Committee 446 Walker Avenue Ashland, Oregon 97520 Email from Larry Cooper August 7, 2017 From: Larry Cooper [maiIto: lcooperashland(2gmail.com] Sent: Monday, August 7, 2017 7:20 PM To: jerryken(2charter.net Subject: City Hall committee stuff Hi Jerry, We spoke after your committee meeting about 3 weeks ago and I said that I would research the remodel plans of the old City Hall from the early 1990's. I had remembered that the city did some sort of seismic upgrade then, but it turned out all they did was a small bit of structural work on the floors, but nothing to hold up the walls in the event of the "big one". Looking at the structural drawings of that building gave me a sinking feeling that it would be a waste of money to do much there. It's amazing that the City got away with having staff work in that building which is a potential death trap in a major earthquake. The adjacent Shakespeare/ Pizza building was structurally reinforced back in the 90's as well as several other downtown buildings. 2 Email send to the ad hoc City Hall Advisory Committee Ashland could potentially build a steel I-beam cage on the first floor of the City building that would make it safe for workers on that floor. That would probably cost well under $1 million. If I owned the City, I would do that and then build a new 3 story office building at the East Main Campus to accommodate the rest of City space needs and create a quality work space for the least cost. Just typing those words makes me realize that Council would almost never consider such a modest proposal., I'm also of the opinion that the Briscoe School building is of no value to the City. My kids attended there, and it was always a crappy space but with nice big windows. I think the School District and the Parks. Department need to partner on a solution to make the Briscoe open space be a permanent park and leave the building to others; perhaps a non-profit that could raise the money for necessary repairs. Thanks for your service on the committee. Let me know if you want to talk about any of this. I'm around Ashland through mid September. Larry Cooper 541 210-1458 Email from Sharon Javna August 3, 2017 Hello Ad Hoc City Hall Committee, Thank you for your service on the Committee. It's a tough job, and an important one. I'd like to follow up with you on my comments at the last meeting, with questions: Are you interested in preserving the Briscoe building? Located in the Skidmore Academy Historic District, the oldest residential area in Ashland, Briscoe School is on the National Register of Historic Places in Jackson County. It seems clear that City Hall in the current building should be preserved, and should continue to be used for civic functions. For one, it's an iconic building, and for another, we need to maintain the City's title. But could we keep City Hall as is, with seismic upgrades, possibly used for the Chamber, and move all other public functions to Briscoe? Has the Committee studied what could fit in Briscoe? Could it house the Muni Court (doubling as Council Chambers,) Parks and Rec, and all staff currently working in the Com Dev building? Have cost savings been examined if the Police used the whole Civic Center building (obviating 3 Email send to the ad hoc City Hall Advisory Committee the need for an expansion of the police department), the sale/lease of the Com Dev building, the sale/lease of the Grove, the sale/lease of the present Chamber building, and leasing the upper floor of City Hall as offices (providing for possible future expansion for new City staff)? Has anyone studied whether funds are available from government, foundation grants and individual donations to preserve Briscoe in order to bring down the costs to the voters? Parking is a huge issue. Does it make sense to build off-street parking structures at $20,000-$40,000 when the need for parking is great in the short term, but will markedly decrease in the next 5, 10, 15 years due to better public transit, more bikes and electric bikes, increased concern with our carbon footprint, and more staff working remotely? Would it be possible to get around the Parking Code by creating an exception for municipal buildings? Melissa's parking plan is one option, but maybe we don't need to change the Briscoe field at all. The City could claim the 25+ angled spaces on Laurel as staff and visitor parking, claim the spaces on the Briscoe side of Manzanita, and possibly buildi new ($5,000 to $7,000) angled off- street parking on the Briscoe side of High Street? As Mellissa has shown, there is ample additional street parking very close to Briscoe. Has anyone talked to the Methodist Church about using its parking lot for a few evenings per month for large public meetings? Shouldn't the parking issue be considered in light of new City priorities, including the approved Climate Energy Action Plan and Parking Plan? Has the Committee examined the CEAP and Parking Plans? Do you find it ironic that the City Hall Committee meetings are held away from downtown (practically at Briscoe!) because there is no parking downtown? Are benefits to Staff one of the criteria? Would staff rather move to the Civic Center, which is isolated and far from downtown, with few amenities nearby? Or would they prefer Briscoe, 4 Email send to the ad hoe City Hall Advisory Committee which has its own park, is two blocks from downtown and is easily walkable to cafes, restaurants, the current City Hall, and'Lithia Park? Would the merchants support more traffic and less parking downtown? Would voters support expensive new construction and parking lots when instead they could preserve two beautiful, historic buildings? A lot of questions. But I think they all deserve answers from the Committee. Thank you for your consideration, Sharon Email from Larry Cooper July 24, 2017 To the Ad hoc City Hall Committee: Dear Committee Members: Thank you for the opportunity to share this. I am very concerned that the study that future city staff space needs is based on is flawed when it comes to projecting future space needs for city staff based on staff population. The model that was used to project "workstation" space needs, etc, was apparently based on what most of us in the room have experienced in our work places: one desk/cubicle per worker plus some additional "floating" workstations for serving customers. This model is becoming obsolete as I write this. In more cutting edge work places today, workers are not tied to specific office spaces. They have their office with them on a phone, tablet or very lightweight and portable laptop. They often or sometimes always work from wherever in the world they currently reside. The central corporate or government office is primarily a virtual space that is cloud based and includes all the data, emails, apps, etc that workers need to complete their tasks and communicate with co-workers and customers. Weekly staff meetings 5 Email send to the ad hoc City Hall Advisory Committee happen on line with full video conferencing amenities so that workers do not have to travel and work spaces do not need large conference rooms in order for collaboration to occur. This is all happening right now. It is a trend that will, in the next 5-10 years, become the norm in corporate, professional, and yes, small government organizations. Ashland has been a bit slow to adopt telecommuting and definitely slow to embrace this future, but it is coming and will be here before any new building is completed. The point of all this is to point out that the study for future work space is dictating the need for more space than is unfolding in current reality: fewer workers work onsite and they don't drive cars to work as often mass transit or not! Please ask staff about these discrepancies between the study and what is clearly indicated by present work trends as they move into the near future. Ashland needs a City Hall and staff facilities that fit future changes. I'm old enough to remember when the City funded and built a sewage treatment plant based on a similarly flawed analysis that sent the City on the path of building a plant designed for "present" conditions that turned into an opposite future. We ended up with an overbuilt, expensive solution that smelled bad for years and we're still feeling financial pain from. Please don't let a similar thing happen with our current space needs. Submitted by Larry Cooper, 259 B Street, Ashland 541 210-1458 P.S. I worked for 10 years as an information technology manager in the late 90's and 2000's and learned many lessons about how quickly change comes upon the work place. Email from Sharon Javna July 22, 2017 Hi George, Thank you for your service on the City Hall Committee. It's a tough job, and an important one. I'd like to follow up with you on my comments at the last Committee meeting. A few questions: Are you interested in preserving the Briscoe building? 6 Email send to the ad hoc City Hall Advisory Committee I know your first choice for'City Hall is the current building, and I agree that it should continue to be used for civic functions. For one, it's an iconic building, and for another, it needs to continue to house City functions in order to maintain its title. But could we keep City Hall as is with seismic upgrades and City use as the Chamber and non- public City functions, and move all other public functions to Briscoe? Has the Committee studied if Briscoe could fit all public City functions? Could it house the Muni Court and all other City staff, including Parks and Rec, and all staff currently working in the Com Dev building? Have cost savings been examined if the Police used the whole Civic Center building (obviating the need for an expansion of the police department), the sale/lease of the Com Dev building, the sale/lease of the Grove, the lease/sale of the present Chamber building, and leasing the upper floor of City Hall (providing for possible future expansion for new City staff)? Has anyone studied whether funds are available from government, foundation grants and individual donations to preserve Briscoe in order to bring down the costs to the voters? Parking is a huge issue. Does it make sense to build off-street parking structures at $20,000- $40,000 when the need for parking is great in the short term, but will markedly decrease in the next 5, 10, 15 years due to better public transit, more bikes and electric bikes, increased concern with pollution, and more staff working remotely? Can we get around the parking Code issue, either by modifying the Code altogether or creating an exception for municipal buildings? Melissa's parking plan is one option, but maybe we don't need to change the Briscoe field at all, by claiming the angled spaces on Laurel as staff and visitor parking, claiming spaces on the Briscoe side of Manzanita, and possibly building new ($5,000 to $7,000) angled off-street 7 Email send to the ad hoe City Hall Advisory Committee parking on the Briscoe side of High Street? As Mellissa has shown, there is ample additional street parking very close to Briscoe. Has anyone talked to the Methodist Church about using its parking lot for a few evenings per month for large public meetings? Shouldn't the parking issue be considered in light of new City priorities, including the recently- approved Climate Energy Action Plan (with an already budgeted full-time staff position) and the Parking Plan, for which we paid a huge amount of consulting fees, and which will be adopted in its present or modified form very soon? Has anyone on the Committee examined the CEAP and Parking Plans? Do you find it ironic that the City Hall Committee meetings are held away from downtown (practically at Briscoe!) because there is no parking downtown? Are benefits to Staff one of the criteria? Would staff rather move to the Civic Center, which is isolated, far from downtown, and has no amenities nearby, such as a park or restaurants? Or would they prefer Briscoe, which has its own park, is two blocks from downtown and is easily walkable to cafes, restaurants, the current City Hall, and Lithia Park? Would the merchants support more traffic and less parking downtown? Would voters support expensive new construction and parking lots when instead they could preserve two beautiful, historic buildings? A lot of questions. But I think they all deserve answers from the Committee. Thank you for your consideration, Sharon 8 Paradigm Shift Briscoe - City Hall Partnerships & Commitments Twelve years ago, as chair of the Lithia Arts Guild of Oregon, I finalized the contract with Ashland Schools, that allowed the ArtWing to become a reality. I wish to thank the District for their unwavering support of our program, and welcome the prospect of Briscoe becoming Ashland's new City Hall. As Guild Chair I have kept myself abreast of negotiations between the District, City, Parks, Save Our School Playgrounds (SOSP), and interested community members. Based upon these observations, I believe that a decision crafted to satisfy all participants will create a momentum, through partnership, that will realize our mutual vision. Historic Commitments The site of Briscoe Elementary (built in 1949) was purchased by the Community for the purpose of building a school in 1889. There remains a basalt stone block, near the school entrance, that was used by children to mount horses in their day. Although there are no historic obligations regarding the building, the surrounding property was long ago designated as part of the City's commitment to open space. The neighborhood has matured on the surety of this commitment. In 1907 our current City Hall was donated to the City, by a prominent Ashland family, with the stipulation that it would remain a viable City facility in the years to come. These commitments are held in trust by the institutions that represent our community, but as members of the community we share in the responsibility to maintain them. A Changing Landscape - Paradigm Shift The synchronicity of Ashland Schools divesting themselves of Briscoe, while preparing for the promulgation of a 10 year building maintenance/upgrade bond; and the City's need of a new City Hall, and concomitant funds for construction, will require a strong coalition, speaking with one voice, to insure voter approval. The School District has acted in good faith, in its willingness to trade the Briscoe property in exchange for a waiver of building permit fees. My understanding is: the District is bound, by Federal and State law, to document and execute the engineering of their construction at a level that facilitates the job of Ashland Building Inspectors. Thus the burden of this property/fee exchange would not be onerous. In choosing Briscoe as Ashland's new City Hall, the City gains the interior space and parking it needs, preserves the playground (see design proposal), gains an activist ally in SOSP, and sidesteps the need to move during construction. Further, both the Ashland School District and the City would be celebrated for their roles in "passing the torch" to a finish that preserves the Briscoe School Playground. (over)::::> Uses for the current City (tall, after remodeling, are numerous as well as exciting: 1) As a new Parks Headquarters, located adjacent to the Front Lawn of Lithia Park, there would be room enough for Parks administration and staff to be located under one roof. 2) A portion of the building could be dedicated as a City Museum, for an educational addition to the downtown milieu. 3) A Town Hall Community Center could host a variety of meetings and events. 4' of July, Halloween, the Honey Bee Festival, and Taste of Ashland all come to mind. 4) The Chamber of Commerce might find a portion of the space to their liking. The Design (see plan) Parking: Parking is laid out to minimize the impact of traffic on the neighborhood. Visitors and staff would be directed to onsite or angle park, all via Laurel St.; thus preserving established traffic patterns and making full use of the stop light at North Main and Laurel. Long term staff parking, along the length of the building, would relieve potential congestion in this area. The addition of angle parking on Manzanita would simultaneously create a compelling entrance into the park, without impacting the width of the street. Main & Historic Building Entrances: I see the Historic Entrance remaining locked, with the exception of special events. Stairs to the Park: Sight lines for pedestrians and vehicles are much better at the corner stairway. Final Thoughts Nothing we did within the ArtWing compares with the cultural significance of First Nations Day and MidSummers Dream Art & Music Festivals. There is freedom in open space: it belongs to no one and is shared by us all. Artists will always find studio space, but open space? Let us build trust, and work as partners to fulfill our commitments to parklands and promises. Once again I would like to thank the City, Ashland Schools, and the Briscoe Neighborhood for their support of culture, the arts and particularly the ArtWing over the past 12 years. I find it wonderfully interesting that the theme of the last MidSummers Dream Art & Music Festival was "Paradigm Shift". James Royce Young Lithia Arts Guild of Oregon chair I 15 angled&parallelon-sUee MtspacZANITA STREET % I Music Rm. I I L, 2,200SF / 1 1 ~..N_ Gymwith Stage. 4,982SF~.. _..i. I 1 Playground Slope j JI \ 1 Iq Building ^~I j I c n 21,643 SF Bops ..I6 I Z I F I $ o I ~ N I 52 spaces total f O Basketball I , 1 x i coon I i Main Historic k~ Entrance Entrance Imo.. .i .J i 1 i i F-1 eolo 22 angled spaces plus one loading space S. LAUREL STREET WING OF BUILDING REMOVED ON PARTNERSHIP OPTION 52 SPACES ONSITE - 38 ON STREET PARK OPEN SPACE KEPT 990% INTACT NEAR SCALE AUGUST 21, 2017 Briscoe N City Hall Lithia Arts Guild of Oregon Daily Tidings i hiday,May5,2017, J A37 .i. ..GiTEST OPINION Ott Hall belon6 o the Plaza ByMazilynBriggs uthcenturyEprope,wherethe localgovernmentwithhisideas feudalorderwascollapsingand 'and complaints .."Espe=.' . ' controloftownswaspassmg ciaAynote,».. the open ace T_" headhodeltyliall figmther oyaityandthechurch, aroundthebuildmgisshaped . AdvisoryCometingon these t haditsfirstmeeting these inhabitantsToexercise to sustain people gathering newresponsWities,ciii- andhngering...tvithacce;s April 26. 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Attorneys mightAmd. therealmofmostcitizens' thoseselectedforstudythat, - waystodismissthathonorable dailylives.."Theymustbe matchestheseprovenptereq- intention,butthatwouldbe "...highlyviszble-and acces--' uisitesistheexistingsiteofour foolhardybecaosethecurrent, si"ble...onn*orpedestrian CityHall. siteisperfectforitsfuuction: intersections."Thesitemust Attendtheadboccommittee That declarationisbasedonfol- "...beclear lyrecognizableas meetings as thestakeholders lowmgquotestargetinga"ttyHall communit,territory..."with you are sitesfromtviorecognizedlead- the".. posszbilityofaccess batesarepostedonthecity F .mg'authoritiesmcriyplanning. • tothelocalgovernment , wet site Iiistoncally,accordmgto thatis," apgljticadcente"r'of. "Amel~canCrtyHa]Is"(1984), gravity foreverypersoiAo -MonlynBnggsimes. ; _ityhailshave autecedeutsin feel at home in theplaceofhis inAs121and. . ` I i NSTREETSPACEMAN2M1TA ST REET U6 FIELD SIZE I z MUSICRM. I i ~ 20'x 30' A 2,200 SF / / I 1 \ / U8 FIELD SIZE - ! { k 30' x 50' ! / ) I r PLAYGROUND SLOPE 1 \ c t ) L / U12FIELD SIZE I 50'x100 - \ 1 ! I / U10 FIELD SIZE ! 1 c t / 1 r~ r 40'x80' .r c - r / ! 1 41 cms cn j I BASKETBALL COURT BUILDING x I I 30.264 SF W I } \I ( 0z } GEOLOGY PARK / k 26 ANGLED SPACES PLUS ONE LOADING SPACE S. LAUREL STREET PARKING OPTION A - EXPANDED LOT ADJACENT TO BUILDING ON PLUS NEW ANGLED SPACES ON MANZANITA 41 SPACES ONSITE - 41 ON STREET FIELD IS SHORTENED 36 FEET NOT TO SCALE JULTY 18, 2017 BRISCOE SCHOOL ASHLAND SCHOOL DISTRICT M 130NSTREETSPACE3 ` NZAIVITA SHEET - \ - / MUSIC RM. t 1 \ 2,200 SF fi I ~ ~ _ f I II 1 -32 spaces \ t f V ~ / 1 ~ .ter ~ i f I~ I \ f i_ i - PLAYGROUND SLOPE t \ \ FIELD U6 FIELD SIZE f - ! I c I` 20'x 30' % c l c I f U8 FIELD SIZE c f \ 30' x 50' 1 t I \ ~I ~ c I I I ~ c \ i I a5 ~eragel ~ I ~ - 17 spaces (tt compact) z F~ BASKETBALL W I COURT BUILDING l 30.264 SF x x t~ ~ 1 H 0 t 1 J \ f 1 t 1! \ z GEOLOGY P \ d 1 1 \ 1 \ \ Z \ t ARK 26 ANGLED SPACES PLUS ONE LOADING SPACE S. LAUREL STREET PARKING NEW PARKING LOT ON FIELD PLUS EXISTING ADJACENT O OPTION B ' 54 SPACESONSITE - 40 ON STREET N OVER HALF OF FIELD IS TAKEN FOR PARKING NOT TO SCALE JULTY 18, 2017 BRISCOE SCHOOL ASHLAND SCHOOL DISTRICT 130WSTREETSPACES Z' `1T A STREET II - - FIELD I r` I MUSICR&I. ( I ~I - \ 2,200 SF I \ U6 FIELD SIZE 15 I / 20'x30' spaces \ U6 FIELD SIZE 30' x 50' - PLAYGROUND SLOPE I' 1 I I I I- U12 FIELD SIZE I _ I c I - 50'x100' \ c / ~I U10 FIELD SIZE c I \ / I 40'x80' I c 1' I +5 baranel 17 spaces y (11 compact) z I M BASKETBALL W I COURT BUILDING I - 30,264 SF L~ l~ I I \ I 0 - / \ I I I 1 I 1! I / 1 1 GEOLOGY PARK / I f 28 ANGLED SPACES PLUS ONE LOADING SPACE S. LAUREL STREET PARKING OPTION C ' EXPANDED LOT ADJACENT TO BUILDING ON 37 SPACESONSITE - 40 ON STREET FIELD IS NARROWED BY 27 FEET ALONG HALF OF LENGTH NOT TO SCALE JOLTY 18, 2017 BRISCOE SCHOOL ASHLAND SCHOOL DISTRICT I - 13 pys MANZ 17, TREETSPACES STREET I I 1 FIELD ly / - MUSIC RM. \ 2.200 SF / U6 FIELD SIZE 1 \ / 20' x 30' I 11 I U8 FIELD SIZE ' r 30' x 50' _ PLAYGROUND SLOPE _ i it ~ 1 f ' U12 FIELD SIZE 50'x100 c - U10 FIELD SIZE C - 40'x 80' c / 1 \ BUILDING I I \1 21.643SF , \ I i i I - II= ' 11 ~ i ~ ~ I ~ 83 spa= IbW I ~.~.1 BASKETBALL Mi I COURT x x ~ I o I I 1 _.e I I I , \ GPOARKY\ / 1 1 I 1 \ \ I - If - \ - 1 - 22 ANGLED SPACES PLUS ONE LOADING SPACE S. LAUREL STREET PARKING OPTION D - LOT ADJACENT TO BUILDING, PLUS NEW LOT WHERE SOUTH O" WING OF BUILDING IS REMOVED 83 SPACES ONSITE - 37 ON STREET FIELD IS NARROWED BY 24 TO 27 FEET ALONG FULL LENGTH NOT TO SCALE JULTY 18, 2017 BRISCOE SCHOOL ASHLAND SCHOOL DISTRICT