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HomeMy WebLinkAbout2019-105 200190382 KDH Studios • SERVICES AGREEMENT PROVIDER: KDH Studios CITY OF PROVIDER'S CONTACT: Krista Hepford ASHLAND 20 East Main Street ADDRESS: 321 Clay Street#105 Ashland, Oregon 97520 Ashland, OR 97520 Telephone: 541/488-5587 Fax: 541/488-6006 PHONE: (541) 621-0267 This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and KDH Studios, a domestic business corporation ("hereinafter"Provider"), for tile setting materials and assembly for the Guanajuato seal. 1. PROVIDER'S OBLIGATIONS 1.1 Provide a will set tiles on a moveable backer including hanging assembly and deliver the finished product to the City 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 Providet_shail obtain and maintain during the term of this Agreement and until City's final accept. • •f��Work received hereunder, a policy or policies of liability insurance including co 1 general liability insurance with a combined single limit, or the equivalent, of not less than v_ i A (two million dollars)per occurrence for Bodily Injury and Property Damage. Y uolictVEP 1.2.1 The insurance required in this Article shall include the following coverages: W41/4t q.,_,1� 1 ef • Comprehensive General or Commercial General Liability, including •- onal injury, �l contractual liability, and products/completed operations coverage; a • Automobile Liability. 1.2.2 Eac •• • uch insurance shall be o. . • ": ence" 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 KDH Studios 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$390.50 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 $500 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. Page 2 of 5: Agreement between the City of Ashland and KDH Studios • 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. 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's complete written price quote dated January 28, 2019. 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. Page 3 of 5: Agreement between the City of Ashland and KDH Studios 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 April 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: KDH Studios Attn: Krista Hepford 321 Clay Street#105 Ashland, OR 97520 Phone: (541) 621-0267 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 Page 4 of 5: Agreement between the City of Ashland and KDH Studios 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. CITY OF ASHLAND: KDH Studios iii. By: By: �� / Si Signature 1'c' VAS i Printed Nameirl Printed N. eej" '� ,� C,A1 intSTr2' i)7l''0'`— / 1�1 � TVV(oS Title Title 13 I / 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 KDH Studios tUI SIG\ul.al(;\t)Fal(;AI)I.I(,ADI'I(;' I)I:SIG\Ulal(;AUt:SI(;!!)I:tiI(;ND! '.1(; KDH STUDIOS photography & design projects • DEsk:\utsu;\ut sIC.NDING\l)t,:i(;NI)t•N(;mwsli \ul:,tG\DIN(,\nl_SI(;\ January 28, 2019 RE: Guanajuato Tiles After some thought on the needs for this to be moveable, I decided that a cart would not be the most attractive way to display this work;it has been so professionally done thus far. Considering that it is indoors helps a great deal. I would not have to use the heavy-duty backing that I used for outdoor mural on Siskiyou. We can use a light board thus reducing weight and then use heavy duty brackets on the board to attach it to any wall with standard studs. This way it can be moved from building to building. It will be heavy but I propose to reduce that by using 3-4 seperate panels that when hung together will seem as one. That is actually how the large faces on the wall for "Uplifting" were assembled: www.facebook.com/1668Siskiyou/photos Item quantity per item tax/discount subtotal 1/4" board 4'x9' 1 25.00 25.00 wood protectant 1 15.00 15.00 Adhesive 2 10.25 20.50 Hanging assembly 2 15.00 30.00 Display/Labor 12 25.00 300.00 Total 390.50 —Thank you for choosing KDH Studios— Sincerely, Krista Hepford krista @kdhstudios.conr 541-621-0267 www.kdhstudios.corrr Ashland, OR 97520 a41-621-0627 Freil Purchase Order 'Ma Fiscal Year 2019 Page: 1 of: 1 _ =_____M. - B City of Ashland I ATTN: Accounts Payable _ L 20 E. Main Purchase L Ashland, OR 97520 Order# 2 019 0 3 8 2 T Phone: 541/552-2010 O Email: payable @ashland.or.us V H C/O Administration EKDH STUDIOS 1 20 East Main St N 321 CLAY ST#105 p Ashland, OR 97520 O ASHLAND, OR 97520 Phone: 541/488-6002 R T Fax: 541/488-5311 'a el_ WWI. — _F$:l§ .e zg=AZILIM =1--Eg=1.11:1 4ele eleie=_+a1=1 -- ---- =0M01=J@ E(:).=d-1§t Kelly Madding :ra T3 HEB TA_70a e 00 a e1=1--Q71 =i=!=2 I€:=7= =@=1 ai,EA:.4F5-573'=lav41- — _ _ - -. 02/25/2019 4422 FOB ASHLAND OR/NET30 CityAcco unts Payable g_o- a el�[s � EC� —gsue._-= = e —=_wE = _ �- Guanajuato Tiles 1 Provider will set Guanajuato tiles on a moveable backer board 1 $500.0000 $500.00 including hanging assembly and deliver the finished product. Services Agreement Completion date: 04/01/2019 Project Account: ............... GL SUMMARY ............... I 010100-608400 $500.00 • y 1 B : Date: A . oriz-'Signature ill $500.00 FORM #3 CITY OF A request for a P 1rc; aas. rite 7 ASHLAND _�j j�� ( 0211312019 REQUISITION ' Date of request: Vendor Name Krista Hepford(KDH Studios) Address,City,State,Zip 321 Clay Street#105,Ashland,OR 97520 Contact Name Krista Hepford Telephone Number (541)621-0267 Email address krista akdhstudios.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) ❑ 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# ❑ VerbaVWritten quote(s)or proposal(s) U Request for Qualifications(Public Works) ❑ State of Washington Intermediate Procurement Date approved by Council: Contract if 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 Intergovemmental Agreement Greater than$5,000 and less than$75,000 0 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 0(3)Written proposals/written solicitation Agreement approved by Legal and approved/signed by ❑Form#4,Personal Services>$5K&<$75K ❑ Form#9,Request proposal aft al 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 Provider will set tiles on a moveable backer board including hanging assembly and deliver the finished product. $ 500.00 , Item# Quantity Unit Description of MATERIALS Unit Price Total Cost © Per attached quotelproposal TOTAL COST Expenditure must be charged to the appropriate account numbers torthe financials to reflect the actual expenditures accurately. $500 • Project Number -_ _ _ Account Number 010100 - 608400 $ 500 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,I certify that the City's public contracting requirements have been satisfied. IT Director Date Support-Yes/No Employee: ,,A, t 11 , .!..[L.1 Department Head: — / . E' Oft to orgreaerth•n$5,000) Department Manager/Supervisor: City Administrator: d ,t.� _At. ' (Equ. to a.grea'-rth. $25,000) Funds appropriated for current fiscal year YES / NO Finance Director-(Equal to orgreaterthan$5,000) Date Comments: Form#3-Requisition CITY OF FORM #4 ISH LAN D DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 From: Kelly Madding,City Administration Date: 2/13/2019 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 intent is to have the Provider(Krista Hepford of KDH Studios) set the Guanajuato Seal tiles that were given to the City as a gift to a moveable backer board and include a hanging assembly. The Provider will also deliver the finished product to the City. The estimated cost(per the quote attached) is $390.50 and is not to exceed$500. This amount will be paid for with the $2,000 budgeted for the 50th year anniversary of our Sister City relations. The timeline for this contract will April 1, 2019. One other quote was requested from another tile setter, Karen Rycheck. Karen declined to bid as the project was more than she wished to take on. 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? The City Administrator contacted various staff including those involved with the Public Arts Commission about this project. It was determined that a tile setter and artist would be best for this project. Requested by: Date: ►,-•artme r e Approved by: Date: 2-( (S f I`� Kelly Madding,,Cis dministrator Comments: Form#4-Department Head Determinations to Procure Personal Services, Page 1 of 1, 2/13/2019