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HomeMy WebLinkAbout2019-076 20190368 Jonathan Lange PHD SERVICES AGREEMENT PROVIDER: Jon Lange Consulting CITY OF PROVIDER'S CONTACT: Jon Lange,PhD. ASH LAN D 20 East Main Street ADDRESS: 2345 Blue Sky Lane,Ashland, OR 97520 Ashland,Oregon 97520 Telephone: 541/488-5587 PHONE: (541) 778-4072 Fax: 541/488-6006 This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Jon Lange Consulting, a domestic business corporation ("hereinafter"Provider"), for consulting with the City Council's goal setting. 1. PROVIDER'S OBLIGATIONS 1.1 Provide goal setting consulting as set forth in the"SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS,and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The services defined and described in the "SUPPORTING DOCUMENTS"shall hereinafter be collectively referred to as"Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder,a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. wa;VIP 1.2.1 The insurance required in this Article shall include the following coverages: W • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; and • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. Page 1 of 5: Agreement between the City of Ashland and Jon Lange Consulting • 1.3 Provider shall,at its own expense,maintain Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. 1.4 Provider 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 this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider 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. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Provider 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 A"predominantly in areas where it will be seen by all employees. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of$200/hour for between 20 and 27 hours for all activities as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$6,400 without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. Page 2 of 5: Agreement between the City of Ashland and Jon Lange Consulting Ii 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.8 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,strikes,lockouts,accidents,or other events beyond the control of the other or the other's officers, employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 4. SUPPORTING DOCUMENTS The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively referred to in this Agreement as the"SUPPORTING DOCUMENTS:" • The Provider and other consultant's complete written proposals or pricing quotes. 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or paid to Provider exceed the amount due, Provider shall pay anticipated profits. If previous amounts paz P Y immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION Page 3 of 5: Agreement between the City of Ashland and Jon Lange Consulting 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the `Effective Date"), and shall continue in full force and effect until March 1, 2019, unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen(14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: City of Ashland—Administration Department Attn: Kelly Madding 20 E. Main Street Ashland, Oregon 97520 Phone: (541)488-6002 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541)488-5350 If to Provider: Jon Lange Consulting Attn: Jon Lange 2345 Blue Sky Lane Ashland, OR 97520 Phone: (541) 778-4072 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider 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 5: Agreement between the City of Ashland and Ion Lange Consulting (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider, 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 Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: JON LANGE CONSULTING (PROVIDER): By: By: . _ Stgnatur Si an e V-404,1 \IA,ActettsV—Ir ',L.-Vert-ft-17v Lpv4c- C,tk Printed Name Printed Name 1ç * t L ca n ivK- Title Title Lq / ry/ Date Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. Page 5 of 5: Agreement between the City of Ashland and Jon Lange Consulting JON LANGE , PhD . 2345 BLUE SKY LANE • ASHLAND • OREGON • 97520 • 541.778-4072 www.jonlangeconsulting.com jonlangeconsulting(&gmail.com PROPOSAL FOR CITY OF ASHLAND COUNCIL GOAL-SETTING Introduction This (second) proposal identifies steps for the Ashland City Council goal-setting process. After the steps are listed, a tentative timeline is presented; costs are estimated; and a "final word" is offered. Steps The process has already begun with meetings between Kelly Madding, City Administrator, and Jon Lange facilitator. Based partially on those meetings, and a previous proposal, the following steps were generated. (1) The City Councilors and Mayor (participants) will receive an e-mail preparing them for 30-45 minute interviews the facilitator will conduct. Each participant will also receive a list of all the services the City provides. (2) Next, in the interviews, participants will be asked to identify which services each believes is "core" or "essential" for the City to provide. The facilitator will record the seven lists.) Interviewees will also be asked to identify his or her additional goals for the upcoming biennium, apart from the core services, which the facilitator will also record. The interviewer/facilitator will assist interviewee/participants in creating goals that are realistic, measurable, and balanced between specific and general. (3) The facilitator will compile all the goals and, with the help of the City Administration's Executive Assistant, get them on to poster paper to display at the goal-setting session in January. (4) The actual goal setting session will involve a 3/4 to one full day-long meeting with all participants, during which agreement on core services will be sought, and goals prioritized (using a dot-voting process; see page 3). (5) Next, in a separate meeting or set of meetings--led by the City Administrator with the facilitator present--those services and goals will be examined by staff, who will be asked to describe how those services and goals will be implemented, and how much each would cost. (6) In yet one final meeting, projected to be 2&112 hours, the staff-generated information will be transferred to the councilors and mayor, enabling them to make changes to the services and goals they have chosen. The final list will be used for the budget committee work. Timeline > The facilitator and City Administrator have already met to: • plan some of the specific steps, broadly outlined above • identify a more specific timeline and some of the meeting logistics (such as coordinating administrative/clerical assistance, identifying meeting sites, handling public who might attend, etc.), • discuss and create the first, outgoing e-mail, • converse about staff participation, and • go over any other considerations that emerge > Interviews: Prior to January 1 > First goal-setting session: To be determined > Staff meetings: To be determined. > Final meeting with councilors and mayor: To be determined but before January 31, 2019 Costs The cost estimate is based on a non-profit/government (further reduced for the City of Ashland) rate of$200/hour for between 20 and 27 hours for a//activities, including meetings, preparation, planning, email, and phone. This results in an estimate of between $4000 and $5400. Actual costs will depend on length of time for: interviews; facilitator preparation and meeting participation; coordination and translation of information between staff and council; phone and e-mail exchanges. We can also use a Not To Exceed (NTE) rate if that is desirable. A last word I understand this work will significantly affect the City Council's agenda, and therefore, the entire city of Ashland. In addition, it will be one of the earlier shared meetings for the new Council. So, it will be important to create a serious-minded, yet affirmative and sometimes even upbeat tone. I will work to find just the right combination of those variables. It would be a pleasure and honor to assist with this important endeavor. 2 I I DOT-VOTING PROCESS Step One: Opportunity to Add or Change Goals 11 • Councilors would see all the goals, displayed on poster paper on the wall, and on sheets of paper they would receive. • This is a chance to modify or even add a goal they hadn't originally thought of. • At this point, no evaluations or disagreements are allowed. Step Two: Discuss and Advocate • Facilitator provides the opportunity for question-asking and clarification so that everyone fully understands each goal. • Everyone is encouraged to speak. Facilitator works to make councilors "feel heard." • Group members advocate for their goals. • Members can attempt to persuade others but are encouraged to remain open. Step Three: Synthesize and Cluster • To prevent goals that are similar from "splitting the vote," similar ideas are combined. That is, the facilitator works with the individuals who offered the similar items to create perhaps just one overall goal so that two or more won't inadvertently split a vote in the prioritization process. Step Four: Prioritize • Each person has four"sticky-dots,"*each dot a different color. One dot is worth four points, another is worth three. Another dot is worth two points and the final dot worth one. On the poster paper, people attach their four point dot to their first choice, their three point dot to their second choice, and so on. Members must vote four different times; that is, no combining of dots on a favorite goal. • The total point values are added up to reveal a collaborative, democratically- arrived at prioritization of all the goals. • Those items not getting points are kept on the list. • The sheets are kept and the goals are written up and adopted using whatever mechanisms the Council usually employs. Step Five: Last comments • Optional: If time, each councilor would be given a minute to offer any "last words," during which they suggest any non-tangible goals they might hold for the upcoming years, for example, about how they will work together. *Depending on the number of initial goals, the number of dots and colors could vary. 3 Kelly Madding From: Jon Lange <jonlangeconsulting @gmail.com> Sent: Tuesday,January 08, 2019 3:43 PM To: Kelly Madding Subject: Not To Exceed number Hi Kelly, My best estimate is now$5600. I am more than comfortable, if you are, using a Not To Exceed (NTE) number of $6400. The latter figure gives a four hour latitude beyond what I'm now projecting. Let me know if you want to discuss this further. Thank you again, Jon Jonathan I, Lange, Ph.D. Professor Emeritus Southern Oregon University www.jonlangeconsulting.com ionlangeconsulting@gmail.com (541)778-4072 1 CITY OF Memo ASHLAND FROM: Kelly Madding DATE: February 8, 2019 RE: City Council Goal Setting Facilitation Quotes The City Council directed me to provide them a consultant to facilitate their goal setting. I asked each consultant for costs on the following: • Meeting with each Councilor and the Mayor 1 day • Initial goal setting facilitation 1 day • Final goal setting facilitation 1/2 day • Meetings with staff over course of project 1/2 day three consultants and the quotes/answers are below. I talked to thr co q Davis Consulting Group: total quoted cost$12,000 I met with Megan Davis Lightman on October 30, 2018 to discuss the project. She verbally quoted me $4,000 per day. JLA Public Involvement: declined to offer a quote I talked with Jeanne Lawson of JLA Public Involvement who had been contracted with the City of Ashland to conduct goal setting in the Spring of 2018. She would have been the likely consultant due to her work with the City however she declined to offer a quote. Jon Lange, PhD: total quoted cost$6,400. Jon Lange, PhD offered the lowest quote of the three consultants that were asked and he was offered the contract. CITY ASHLAND 20 East Main Street Tel:541-488-6002 Ashland,Oregon 97520 Fax:541-488-5311 www.ashland.or.us TTY: 800-735-2900 '` CITY OF FORM #4 AS H LAN D DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 Prepared by:Kelly Madding,City Administrator Date: February 8, 2019 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that the City does not have the personnel or resources to perform the services required under the proposed contract. Background The Council's intent is to hire a consultant for their 2019 Goal Setting sessions by January 2, 2019. See proposal from John Lange Consulting for details of services provided. The estimated cost and amount budgeted is $5,600 and will not exceed $6,400. The intended contract will last through March 1, 2019. Pursuant to AMC 2.50.120(A), has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? Yes, a reasonable inquiry has been conducted as to the availability of City personnel to perform the services. As past goal settings have utilized a consultant, this one also needed one to plan the goal setting process and facilitate the meetings to ensure that the end result was reached in a timely manner. Requested by: Date: rtme He Approved by: ra, Date: 1 II /I`j Kelly Madding,Ci dministrator Comments: Form#4-Department Head Determinations to Procure Personal Services, Page 1 of 1, 2/8/2019 �� R;IEA Purchase Order r� 7. Iff° — mowr-r- a � Fiscal Year 2019 Page: 1 of: 1 °a; °r';�l=lNlBt d ,s-m S E B City of Ashland �in7� 6 ��E6 LMTh: Aacnounts Payable Purchase Ashland, OR 97520 Order# 20190368 T Phone: 541/552-2010 O Email: payable @ashland.or.us • ✓ H C/O Administration E LANGE, PHD, JONATHAN I I 20 East Main St • N 2345 BLUE SKY LANE p Ashland, OR 97520 ASHLAND, OR 97520 Phone: 541/488-6002 R T Fax: 541/488-5311 av- la Is72Ua =nit aia a=1= -s'i MTh e8€ _=h=.-1 1515 e!, =CI .. — X11 D d�*e 31=1=1 :Ip[E: ___ _= 541 552-6425 Kell Maddin 9n3•:_�. � L-v_�i:I;13���1=__ a€=1�Il=loll=S:lizl;l=�:lt.et. _ 02/12/2019 308 FOB ASHLAND OR Ci Accounts Pa able -==D ia�ja! 1E,[e -- --- --°--a�ej,:1�`__ __t_e__e�a7�'siof Council Goal Setting 1 Council Goal Setting Consultant 1 $6,400.0000 $6,400.00 Per attached proposal Services Agreement Completion date: 03/01/2019 Project Account: *************** GL SUMMARY 010100-604100 $6 40000 • • • By: — Date: a o l 19 _ __ Aritfiioriz ignature �� F_ — $6,400.00 v • CMG€_ . 7? 7 • FORM #3 �W/,--- ( - CITY OF ASHLAND A rrrepiest for a P irtaae Or 9r _ , / cy 0 3l REQUISITION Date of request: 02108!2019 Vendor Name Jon Lange Consulting ' • Address,City,State,Zip 2345 Blue Sky Lane,Ashland,OR 97520 i Contact Name Jon Lange Telephone Number (541)7784072 Email address jonlangeconsulting(a?gmail.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council: ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach copy of council communication) El Written quote or proposal attached ❑ Written quote or proposal attached (If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: ❑ State of Oregon ❑ Direct Award (Attach copy of council communication) Contract# ❑ VerbalMritten 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 ❑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. ❑ Special Procurement by Legal Agreement approved b and approved/signed Written proposals/written solicitation ❑ Form#9,Request for Approval A 9 9 gned y b ❑Form#4,Personal Services>$5K&<$75K ❑ Written quote or proposal attached City Administrator.AMC 2.50.070(4) 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 • Council Goal Setting Consulting $ 6,400.00 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 010100 - 604100 $ 6,400.00 — 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,IIccertify that the City's public contracting requirements have been satisfied. IT Director Date Support-Yes/No Employee: FYI- 4&f t 41.1(VL 2/a'I 9.• • .. Department Head: I JQQQ `� (Er 0 s: eater than �O11a Department Manager/Supervisor: City Administrator: l /(Equal toSe ea rthanl$25,0 ) Funds appropriated for current fiscal year: ®i NO � C'ice 2_I t s 5 art eDirector-(•''