HomeMy WebLinkAbout2019-089 20190201 Nancy Wylie Design SERVICES AGREEMENT(less than$25,000)
PROVIDER: Nancy Wylie Design
CITY OF PROVIDER'S CONTACT: Nancy Wylie,
ASH LAND nancymay.w @gmail.com
20 East Main Street
Ashland,Oregon 97520 ADDRESS: 3790 Erlewine Circle
Telephone: 541/488-5587 Sacramento, CA 95819
Fax: 541/488-6006
PHONE: (916) 812-9148
This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an
Oregon municipal corporation (hereinafter "City") and Nancy Wylie Design, a domestic business corporation
("hereinafter"Provider"), for(Artwork in Ashland Forest Resiliency Stewardship Project interpretive signs).
1. PROVIDER'S OBLIGATIONS
1.1 Provide detailed description of services 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.
1.2.1 The insurance required in this Article shall include the following coverages:
• Automobile Liability.
e`�� 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form and
'V 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.
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 employees.
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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 Requirement: 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. Provider 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$2000.00 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$2000.00 (this is maximum, not to exceed amount of ENTIRE Agreement)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 All Work product or documents produced in furtherance of this Agreement belong to the City, and any
copyright, patent, trademark proprietary or any other protected intellectual property right shall vest in
and is hereby assigned to the City.
3.5 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.
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3.5 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.
3.6 This Agreement may be amended only by written instrument executed with the same formalities as this
Agreement.
3.7 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
4.1 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 City's written (Request for Proposals, etc.) dated 8/24/2018.
• The Provider's complete written Proposal dated 8/24/2018.
4.2 This Agreement and the 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 SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the
SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order
listed in Subsection 4.1.
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;
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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
for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay
immediately any excess to City upon written demand provided.
6. TERM AND TERMINATION
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 September 25th, 2018, 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—Fire Department
Attn: Sara Jones
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 552-2218
With a copy to:
City of Ashland—Leg al Department
20 E. Main Street
Ashland, OR 97520
Phone: (541) 488-5350
If to Provider:
Provider's name
Attn: Nancy Wylie
3790 Erlewine Circle
Sacramento, CA 95819
Phone(916) 812-9148
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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;
(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.
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I
CITY OF ASHLAND- Nancy Wylie (PROVIDER):
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Page 6 of 5: Agreement between the City of Ashland and Nancy Wylie Design
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Nancy Wylie Design Phone (916)812-9148
3790 Erlewine Circle
Sacramento,CA 95819 E-mail: nancvmay.w(0lQmail.com
INVOICE To Sara Jones
Ashland Fire and Rescue
Date: 8/24/2018
Date Description Quantity Cost Balance
Total"To Not Exceed"Art Budget for Project $2,000.00
Scope of Work:Completion of the following illustrations for the AFR interpretive sign project
1)A spiral-shaped forested pathway showing five phases of management and two
forest types -one at high elevation and one at low elevation.Full color,watercolor
treatment with pen and ink details.All participants at the August 23,2018 meeting 1 $1,000.000 $1,000.00
received a rough sketch from which Nancy can begin work.AFR will receive full
rights to this piece for future uses as they see fit.
2)A 3-D water drop that houses the Ashland Watershed.The Ashland Watershed
illustration will be similar to a sample of the Ti Howell brochure seen by project
partners and the graphic designer.The water drop will be executed in a manner that
gives it some depth and shows that it is"holding"the watershed inside.The 1 $500.00 $1,500.00
watershed,given that it is not the exact shape of a water drop,will include lands
outside of the watershed in order to give it a uniform water drop shape and the
boundary of the watershed will then be clearly drawn.AFR will receive full rights to
this piece for future uses as they see fit.
3)Three[or four]small illustrations for the Fire Ecology Trail signs.
1-This will be loosely based on the current placeholder for the"Stand of Snags"
sign.This will be a black and white illustration.
2-This will be loosely based on the current placeholder for"The Benefits of Fire"
sign.Nancy will show the forest floor as it would appear after a recent burn,
charcoaled effects on the downed log,a small fir tree.This will be a black and white
illustration with a splash or two of color with some Indian Paintbrush flowers
emerging.
3-This will be loosely based on the current placeholder for the"Different
Perspectives"sign.This will be a color illustration of a spindly fir tree with the 3 or 4 $500 00 $2,000.00
branches and needles more evenly spaced along the trunk with an attempt to
somewhat match the existing style on the other signs.
[4-Karin will be researching the oak leaf and obtaining permission for the
placeholder or one that is similar.In the event that we need Nancy to illustrate this,
we will use this space to detail that illustration.]
Nancy will retain full rights to these smaller pieces for future uses as she sees fit.
AFR will receive the right to re-use these pieces for future uses as they see fit with
the understanding that they may appear in the future in another of Nancy's client's
work.
Deadlines:Small artwork due September 1,2018;Large artwork due September 25,2018.
Rough drafts of items 1 and 2 to be submitted prior to work taking place.
Verbal agreement on the direction of small artwork pieces to be in place prior to work taking place.
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Maps Auto Policy Changes Page 1 of 2
Policy Summary Auto Policy: 55PHL746937 Resource Center
Policy Term: 03/02/2018-
View Saved Change Requests 03/02/2019 Need Help?
Named Insured: Nancy Wylie
3790 Eriewine Cir, View All Contact Information
Sacramento, (/consumer/service/contactussec
CA 95819 Edit
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Your current 12 Month Premium Is:
$1,739.76 When will I receive my
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if I make changes to my
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Policy Coverage-Protects you and your passengers $1738.00 need to add a vehicle to
my policy?
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than 4 vehicles to insure
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https://service.thehartford.com/maps/mapsapp.html 8/23/2018
Purchase Order
,MI Fiscal Year 2019 Page: 1 of: 1
UMWfPPEAiN=ALL
B City of Ashland �. 1►PP1NGTFOCUMEN-t -
I ATTN: Accounts Payable Purchase
Man 97520 Order# 20190201
T Phone: 541/552-2010
O Email: payable @ashland.or.us
V H C/O Fire and Rescue Department
E NANCY WYLIE DESIGN I 455 Siskiyou Blvd
N 3790 ERLEWINE CIRCLE p Ashland, OR 97520
O SACRAMENTO, CA 95819 Phone: 541/482-2770
R T Fax: 541/488-5318
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(916) 812-9148 Chris Chambers
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09/10/2018 1726 FOB ASHLAND OR/NET30 City Accounts Payable
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Artwork for AFRSP
1 Artwork for Ashland Forest Resiliency Stewardship Project for 1 $2,000.0000 $2,000.00
forest conditions, ecosystem services and fire ecology.
Services Agreement (less than $25,000)
Completion date: 09/25/2018
Project Account: E-000199-400 -
Project Account: E-000516-400
*************** GL SUMMARY********** ****
072900 -606100 $2,000.00
By Date: I L 1 e
.,
Au •irized S;'nature MCWithr $2,000.00
�// 4/�
FORM #3 CITY OF
ASHLAND
REQUISITION ' Date of request:
8/24/2018
Required date for delivery: 8/31/2018
Vendor Name Nancy Wylie Ilpcign
Address,City,State,Zip 3790 FrIewine Circle Sacramento,CA 95819
Contact Name&Telephone Number Nancy Wylie,916)812-9148
Email address
nancymay.w @gmail.com
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid ❑ Form#13,Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached (Attach copy of council communication) (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
ADirect Award (Attach copy of council communication) Contract#
❑ Verbal/Written quote(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington
Date approved by Council: Contract#
_(Attach copy of council communication) ❑ Other government agency contract
Intermediate Procurement ❑ Sole Source Agency _
GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Contract#
Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached Intergovernmental Agreement
❑ (3)Written quotes and solicitation attached ❑ Form#4,Personal Services>$5K&<$75K Agency
PERSONAL SERVICES ❑ Special Procurement ❑ Annual cost to City does not exceed$25,000.
Greater than$5,000 and less than$75,000 ❑ Form#9, Request for Approval Agreement approved by Legal and approved/signed by
❑ Direct appointment not to exceed$35,000 ❑ Written quote or proposal attached City Administrator.AMC 2.50.070(4)
❑ (3)Written proposals/written solicitation Date approved by Council: ❑ Annual cost to City exceeds$25,000,Council
❑ Form#4,Personal Services>$5K&<$75K Valid until:_ (Date) approval required.(Attach copy of council communication) •
Description of SERVICES Total Cost
Artwork for Ashland Forest Resiliency Stewardship Project for forest conditions,ecosystem
services and fire ecology. $2000.00
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
® Per attached quote/proposal TOTAL COST
$2000.00
Project Number: 000199-400 Account Number: 072900.606100 Amount: $1000.00
Project Number: 000516-400 Account Number: 072900-606100 Amount: $1000.00
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expe ditures.
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied _
Employer �i"" Department Head: %/
-/' 7 (Eq or greater than$5,000)
Department Manager/Supervisor:/ tty f iflts"rator:
(Equal to or greater than$25,000)
Funds appropriated for current fiscal year: YES / NO
Finance Director-(Equal to or greater than$5,000) Date
Comments:
Form#3-Requisition