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HomeMy WebLinkAbout2019-012 20190233 Freshwater Trust i PERSONAL SERVICES AGREEMENT (greater than $25,000.00 CONSULTANT: THE FRESHWATER TRUST CITY OF CONSULTANT'S CONTACT: TIM WIGGINGTON ASHLAND ADDRESS: 700 SW TAYLOR, SUITE 200. 20 East Main Street 81 CENTRAL AVENUE Ashland, Oregon 97520 PORTLAND, OR 97205 Telephone: 541/488-5587 Fax: 541/488-6006 TELEPHONE: (503) 222-9091 x41 EMAIL: Tim thefreshwatertrust.org This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and THE FRESHWATER TRUST, a domestic professional corporation ("hereinafter "Consultant"), for WATER QUALITY TRADING PROGRAM PARTNERSHIP, PHASE 1. NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below (the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than FEBRUARY 6, 2019. 2. Scope of Work: Consultant will provide WATER QUALITY TRADING PROGRAM PARTNERSHIP, PHASE 1, as more fully set forth in the Consultant's Proposal dated AUGUST 21, 2018, which is attached hereto as "Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the "Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne By Consultant: Consultant shall, at its own risk and expense, perform the Work described above and, unless otherwise specified in this Agreement, famish all labor, equipment, and materials required for the proper performance of such Work. 5, Qualified Work: Consultant has represented, and by entering into this Agreement now represents, that . all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Ili Page t of 6: Personal Services Agreement with THE FRESHWATER TRUST. 6. Compensation: City shall pay Consultant the NOT TO EXCEED sum of $130,998 as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of $130,998 without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within 30 days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work product or deliverables produced as specified in Exhibit A of this Agreement shall become the physical property of the City. To the extent the Work product and deliverables incorporate pre-existing intellectual property of Consultant, Consultant hereby grants City a perpetual, fully paid, nonexclusive and nontransferable license to use such pre-existing property for City's purposes as specified in Exhibit A. Consultant retains ownership of any and all copyright, patent, trademark, proprietary or any other protected intellectual property rights included in, or delivered with, the Work product or deliverables. The City has a perpetual, royalty-free license to use the Work. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 27913.220, 27913.230 and 27913.235. 9. Living Wage Requirements: If the amount of this Agreement is $20,688.86 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B" predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, or damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to any property, of whatsoever nature arising out of or incident to the performance of this Agreement by Consultant, its officers, employees, and agents. To the extent permitted under the Oregon Tort Claims Act, City hereby agrees to defend, indemnify, save, and hold Consultant, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, or damages resulting from or caused by the negligence or wrongful acts of City, its officers, employees, and agents. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than 30 days' prior written notice delivered by certified mail or in person. C. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Page 2 of 6: Personal Services Agreement with THE FRESHWATER TRUST. Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. L Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this Agreement if Consultant fails to provide services called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all Agreement documents, information, works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general Page 3 of 6: Personal Services Agreement with THE FRESHWATER TRUST. assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under, this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than ~ w U611d , $2,OQO,OOOy(~wo~ntll'ioi? d' per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than F-- r"o- $2,QQ0~000 {t~iro`'milllon d)l--ai~ per occurrence for Bodily Injury, Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than --r-- - $1;000,000 {,qng milhpn;dolliir'~ for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' prior written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; Page 4 of 6: Personal Services Agreement with THE FRESHWATER TRUST. (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Governing Law; Jurisdiction; Venue: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City and the Consultant that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Consultant, by its signature hereon of its authorized representative, hereby consents to the in personam jurisdiction of said courts. 19. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. Page 5 of 6: Personal Services Agreement with THE FRESHWATER TRUST. 22. Certification. Consultant shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. CITY OF ASHLAND: THE FRESHWATER TRUST (CONSULTANT): By: By: Signat e City Administr aw? f 1, 6cw/tc f A. Printed Name Printed Name ate Title Date Purchase Order No. 's (-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: Assistant City Attorney Date Page 6 of 6: Personal Services Agreement with THE FRESHWATER TRUST. A I ® DATE (MM/DD/YYYY) `1114~ F Q CERTIFICATE OF LIABILITY INSURANCE 3/9/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Emil Newton Durham and Bates Agencies, Inc. PHONE FAX 720 SW Washington St. E-MAIL 503-796-1647 vc No :503-542-0660 Ste 250 AbDREss; emit n dbates.com Portland OR 97205-3554 INSURER(S AFFORDING COVERAGE NAIC# INSURER A : Admiral Insurance Co 24856 INSURED INSURER B : Saif Corporation 36196 The Freshwater Trust 700 SW Taylor St Suite 200 INSURER C: Ohio Security Insurance Company 24082 Portland OR 97205 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 2038563398 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YYW A X COMMERCIAL GENERAL LIABILITY FEIECC1345605 311/2018 311/2019 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE Fx] OCCUR PREMISES Ea occurrence $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY F-] PRO ❑ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 JECT OTHER: $ C AUTOMOBILE LIABILITY BAS56761929 3/1/2018 3/1/2019 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident XANY AUTO BODILY INJURY (Per person) $ JX OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED (Par ac tlen DAMAGE $ AUTOS ONLY AUTOS ONLY A UMBRELLA LIAB X OCCUR FEIEXS1345705 3/112018 3/112019 EACH OCCURRENCE $ X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 3,000,000 DIED RETENTION $ $ B WORKERS COMPENSATION 936923 211/2018 2/1/2019 X SPER TATUTE EORH AND EMPLOYERS' LIABILITY Y / N E.L. EACH ACCIDENT $ 500,000 ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000 A Professional Liab FEIECC1345605 3/112018 3/1/2019 General Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability - Claims Made; Retroactive Date 3/01/2012; $25,000 Deductible Per Wrongful Act Additional Insureds - refer to attached coverage form(s). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Ashland 20 East Main Street AU ORIZED REPRESENTATIVE Ashland OR 97520 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes r place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.S. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or ©2010Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $750 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE- ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 ©2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- , able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of iy returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V- DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. $ 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION 111 - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for ' "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: 02010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN I LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", L Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ©2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 18. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 19. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. ©2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 6 of 7 The Freshwater Trust Endorsement Number: 5 AOM1RAl caR..vr Automatic Additional Insured - Owners, Lessees or Contractors This endorsement, effective 3/1/2018 attaches to and forms a part of Policy Number FEI-ECC-13456-05. This endorsement changes the Policy. Please read it carefully. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to name as an additional insured. However, this status exists only for the project specified in that contract. The person or organization shown in this Schedule is included as an insured, but only with respect to that person's or organization's vicarious liability arising out of your ongoing operations performed for that insured. ECC-319-0712 F Purchase Order OVA& Fiscal Year 2019 Page: 1 of: 1 THIS PO NUMBER MUST APPEAR ON ALL B City of Ashland INVOICES, AND SHIPPING DOCUMENTS. L ATTN: Accounts Payable Purchase 20 E. Main 20190233 L Ashland, OR 97520 Order # T Phone: 541/552-2010 O Email: payable@ashland.or.us V H C/O Public Works Department E FRESHWATER TRUST I 51 Winburn Way N 700 SW TAYLOR ST D SUITE 200 P Ashland, OR 97520 O PORTLAND, OR 97205 Phone: 541/488-5347 T Fax: 541/488-6006 R O Vendor Phone Number Vendor Fax Number Requisition Number Delivery Reference Paula Brown Date Ordered Vendor Number Date Required Freight Method/Terms Department/Location 10/01/2018 2959 FOB ASHLAND OR/NET30 Cit Accounts Pa able Item# Descri tion/PartNo QTY UOM Unit Price Extended Price Water Quality Trading Program 1 Description of Services: 1 130,998.0000 $130,998.00 Water Quality Trading Program Partnership, Phase 1 Contract Name: Personal Services Agreement (Greater than $25,000) for Water Quality Trading Program, Phase 1 Terms of Contract: Effective Date: 9/21/18 Completion Date: 2/6/19 Project Account: GL SUMMARY 086100 - 704200 $130,998.00 By: Date. r Authorized Signature PO Total $130,998.00 FORM #3 CITY OF ASHLAND REQUISITION Date of request: 09111/2018 Vendor Name The Freshwater Trust Address, City, State, Zip 700 SW Taylor, Suite 200 Portland, OR 97205 Contact Name Tim Wigington Telephone Number 503-222-9091 x41 Email address SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Invitation to Bid ❑ Reason for exemption: Date approved by Council: ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 -(Attach copy of council communication) ❑ Written quote or proposal attached ❑ Written quote or proposal attached If council approval required, attach co of CC ❑ Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding $5,000 Date approved by Council: 09/04/2018 ❑ State of Oregon ❑ Direct Award b (Attach copy of council communication Contract # ❑ Verbal/Written quote(s) or proposal(s) 0 Request for Qualifications (Public Works) ❑ State of Washington Intermediate Procurement Date approved by Council: Contract # GOODS & SERVICES (Attach copy of council communication) ❑ Other government agency contract Greater than $5,000 and less than $100,000 ❑ Sole Source Agency ❑ (3) Written quotes and solicitation attached ❑ Applicable Form (#5,6, 7 or 8) Contract # PERSONAL SERVICES El Written quote or proposal attached Form Intergovernmental Agreement Greater than $5,000 and less than $75,000 ❑ Form #4, Personal Services >$5K & <$75K Agency ❑ Direct appointment not to exceed $35,000 ❑ Annual cost to City does not exceed $25,000. El Special Procurement ❑(3) Written proposals/written solicitation E] Form #9, Request for Approval Agreement approved by Legal and approved/signed by ❑ Form #4, Personal Services >$5K & <$75K City Administrator. AMC 2.50.070(4) ❑ Written quote or proposal attached Date approved by Council: ❑ Annual cost to City exceeds $25,000, Council Valid until: (Date) approval required. (Attach copy of council communication) Description of SERVICES Total Cost Water Quality Trading Program Partnership, Phase 1 $ 130,998.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost Per attached quotelproposal TOTAL COST Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Project Number Account Number 086100 704200 $ 130,998.00 Project Number _ _ _ _ _ _ _ Account Number _ _ _ _ _ _ _ _ _ _ Project Number Account Number $ IT Director in collaboration with department to approve all hardware and software purchases: By signing this requisition form, / certify that the City's public contracting requirements have been satisfied. 1T Director Date Support -Yes/ No rIyb .7ald Employee: Department Head: E u o or grea rtha $5,000) Department Manager/Supervisor: City Administrator: (Equal rgreat rthan 25,000) Funds appropriated for current fiscal year., YES / NO Plitt" Finance Director- (Equal to orgreaterthan $5,000) D to Comments. Form #3 - Requisition Council Business Meeting September 4, 2018 Agenda Item Approval of Personal Services Contract - Water Quality Temperature Trading Pro ram Partnership (2018-21); Phase 1 From Paula C. Brown, PE Public Works Director Contact Paul a.brown(a-)-ashland. or.us 541-552-2411 SUMMARY Before the Council is a personal services contract with The Freshwater Trust for professional services to develop and begin implementation of a water quality trading program for temperature compliance for the Wastewater Treatment Plant. This contract is only for phase 1 which will complete the initial program design architecture of the overall riparian restoration and shading program. Phase 1 is for a not to exceed amount of $130,988. POLICIES, PLANS & GOALS SUPPORTED City Council: 21. Be proactive in using best practices in infrastructure management and modernization. 22. Prepare for the impact of climate change on the community. Department Goals: • Maintain existing infrastructure to meet regulatory requirements and minimize life-cycle costs • Deliver timely life cycle capital improvement projects • Maintain and improve infrastructure that enhances the economic vitality of the community • Evaluate all city infrastructure regarding planning management and financial resources PREVIOUS COUNCIL ACTION This project represents priorities within the Council approved 2012 Comprehensive Sewer Master Plan Update. The Riparian Restoration / Shading project has been included with staffs need to meet anticipated temperature reductions for the wastewater treatment plant since 2010. At the February 6, 2018, business meeting, the City Council approved revisions to the City's Oregon Department of Environmental Quality (DEQ) Clean Water State Revolving Fund Loan (CWSRF). The new loan is for $4,829,000 to fund the Riparian Restoration / Shading ($2,000,000) and the Outfall Relocation ($2,829,000). BACKGROUND AND ADDITIONAL INFORMATION Staff advertised the request for qualifications based proposals on September 11, 2017, on the ORPIN statewide site, in the Ashland Daily Tidings, in the Daily Journal of Commerce, and on the City's website. One proposal was received on May 15, 2018. City staff members independently reviewed this proposal based upon the criteria that was included in the RFQ. The Freshwater Trust's proposal was deemed acceptable and the consultant was provided an intent to award on June 1, 2018, conditioned upon Council approval of this contract. The Freshwater Trust has been negotiating the cost and final scope of services with staff and submitted a final proposal on August 21, 2018. Page 1 of 2 CITY OF ASHLAND The Water Quality Trading Program is one of several capital projects included in the 2012 Comprehensive Sanitary Sewer Master Plan (Keller Associates) identified to meet anticipated regulatory temperature limits for compliance with the Clean Water Act. Ashland's Water Quality Trading Plan was accepted by the Oregon Department of Environmental Quality (DEQ) on March 9, 2018, as being consistent with Oregon's Water Quality Trading Rule. The Water Quality Trading Plan will focus on implementing riparian re-vegetation and shading projects to generate "credits" to satisfy the City's anticipated upcoming temperature obligation. FISCAL IMPACTS The Riparian Restoration/Shading (water quality temperature credit) project includes $1,262,000 in the 2017-19 BN Wastewater Fund. This amount will fund both phase 1 and 2 but will not fully fund phase 3. Phase 3 provides for the remainder of the credit requirements, likely over 6 years, and the 20-year plant establishment and maintenance obligations. Phase 3 is planned for inclusion in the 2019-21 BN. Previous expenditures for the riparian restoration included $23,985 to The Freshwater Trust to analyze the water quality trading benefits and policy support for the City (2011-27). STAFF RECOMMENDATION Staff recommends Council move approval of a personal services contract with The Freshwater Trust to execute the Water Quality Temperature Trading Program Partnership to develop and begin implementation of a water quality trading program for temperature compliance for the Wastewater Treatment Plant. Staff is requesting approval of phase 1 for a not to exceed amount of $130,988, and will bring the results of phase 1 back to Council with an anticipated follow on contract for phase 2. Phase 2 begins initial site development, credit definition and should provide 30-40% of the overall credits necessary for the Water Quality Temperature Trading Program. It is anticipated that phase 2 could begin as early as three months from the start of phase 1 and will depend upon the final program "design". ACTIONS, OPTIONS & POTENTIAL MOTIONS Council has the option to approve this contract or refer staff back for renegotiation or a new request for proposals. Potential motions include: 1. I move to approve the execution of a personal services contract with The Freshwater Trust for the Water Quality Temperature Trading Program Partnership; Phase 1. 2. 1 move to direct staff to renegotiate terms with The Freshwater Trust for the Water Quality Temperature Trading Program Partnership. 3. I move to direct staff to develop a new solicitation for the Water Quality Temperature Trading Program Partnership. ATTACHMENTS: 1. Personal Services Contract which includes the scope of work, cost and schedule, between the City and The Freshwater Trust for an amount not to exceed $130,988, to initiate the Water Quality Temperature Trading Program Partnership; Phase 1. REFERENCES: • Request for Qualifications Based Proposals - Water Quality Temperature Trading Program Partnership (2018-21) (available upon request) Page 2 of 2 CITY OF ASHLAND