HomeMy WebLinkAbout2019-327 Agrmt- Cascade Charter Co. LLC SERVICES AGREEMENT(less than,$25,000)
CONSULTANT: Cascade Charter Company, LLC
l" a CONTACT: Gregory:S. Schuler
ADDRESS: 2800 Biddle Road
Medford, OR 97504
20 East Main Street
Ashland, Oregon 97520 TELEPHONE: (541) 776-7530
Telephone: 541/488-5587
Fax: 541/488-6006 EMAIL: Ievison@cascadecharter.com
This.Services Agreement. (hereinafter "Agreement") is entered into by and between the City of Ashland, an
Oregon municipal corporation (hereinafter "City") and Cascade Charter Company, LLC ("hereinafter
"Provider"), for,the restricted use appraisals for the Nutley Property located adjacent to 114 Granite Street and
the Tuttle Property located at 309 Granite:Street in Ashland, Oregon.. ' .
1.. PROVIDER'S OBLIGATIONS
1.1 Provide appraisal 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,maybe 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 shallobtain 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 witha combined single limit, or the equivalent,of not less than$2,000,000 (two
million dollars)per occurrence for Bodily Injury and Property Damage:
1.2.1 The insurance required in this Article shallinclude the following coverages:
• Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and productslcompleted operationscoverage; 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
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•
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.
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$3900.00 (three thousand nine hundred dollars) 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$3900.00 (three thousand nine hundred dollars) 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.
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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.
•
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.
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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 Provider's quote dated December 5, 2019.
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;
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 June 30, 2020, 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
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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—Ashland Parks and Recreation Department
Attn: Michael A. Black,AICP
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 552-2254
With a copy to:
City of Ashland—Legal Department
20 E. Main Street
Ashland, OR 97520
Phone: (541)488-5350
If to Provider:
Cascade Charter Company, LLC
Attn: Gregory S. Schuler
2800 Biddle Road
Medford, OR 97504
(541) 776-7530
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;
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(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: Cascade Charter Company,LLC
By: By: d ' '( L L C�-
Signature
NA A _ �fpign�ture v v- .s. SLL�u,key"�. Printed Name
Pte Name. Uva�. t^.�w��oa(r
Title
Title 1."2_—4— t.9
171 / A e Date
Date (W-9 is to be submitted with this signed Agreement)
Purchase Order No.
•
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EXHIBIT A
CITY OF ASHLAND, OREGON
C1# of Ashland
LIVING . .•
ALL employers described WAGE
below must comply with City
of Ashland taws regulating
payment of a"ivin ,wage-
' $15.1 2 per hour,'effective June 30, 2018.
F.411 The Living Wage adjusted annually every
. June 30 by the Consumer Price Index. : .
Employees must be paid a ofbusinessaftheir employer, '4DlKand lRSeigible
living wage: the employer has ten or. .cafeteria plans(including
•
:mane emploYees,and has:. 'dtideane)beneirts to the .
received financial assistance: •amount of wages received by.
• ` for the project or business the:employee..•
> For al hours Worked under a
from •
senuice:Contract betvieen their • th•e. of Aslotand rn
employer and the City of
excess of$21;12746, . A: Note: For temporary and
Ashland if the contract' parrc'e employees,the :.
if their employer is the Cityof living Wage does net apply
exceeds$21,127.46 dr more •Ashland;mdudvfg the Parks to the first 1040 hours worked •
> For al horrsworked it a .. and Recreation Depaehnent • in any:calendar year: far
Month.cff the employee spends 'Ince Petals,please see. .
calculating The rmng wage,'. ;Ashland Municipal Code
sniplor mare of the: mopoth P 1n employers may add thevat '. Sec�en 3.12020. •
erripoyee�s tiirre m ilial
working on a� or,. rbon
of health can;;rereircent,
9 p pa..
For additional information:
Call the Ashland City Administrator's'office at 541-488=6002 or write to the City Administrator,
City Hal,20 East Main Street,Ashland,CR 97520;or visit the City's website at www.ashlandor us.
Notice:to Employers; .This notice must be Vested predominandy,in'areas where it can be
seen by all employees,
TY 0. F
ASHLAND
Exhibit A—City of Ashland Living Wage 2018 •
CASCADE CHARTER.COMPANY,LLC • • • : . •
E.BAL ESTATE APPRAISALS_CONsiJLTING •
LAWRENCE E.BROWN,MAI CRE•(1942-1990) .
GREGORY S.SCHULBR S. .
DAVID M.HAYCOCK
MARGARET NELSON-0134v
• BROOKE LEVISON
DEB cHRIsTOPHERSON
• December 5,2019, •
•
- Michael•A.Blac k,:AICP . •
Director,Ashland Parks and Recreation'Commission •
- VIA EMAIL
michael:black@ashland:onus • .
•
Reference: Restricted use appraisals of the , properties known, as- the .Nutley . . •
• Property located adjacent to•114 Granite Street and the Tuttle:Property
located at 309'Granite Street In Ashland, Oregon:
Dear Mr. Black:
Based upon your •request, we.,are pleased to: submit.a proposal for.
• . restricted• use appraisal 'services to be rendered In connection with the •above..
referenced properties. .It is our understanding that this appraisal will be utilized by the:
City of Ashland Parks and Recreation Commission and/or others for Internal decision -
making purposes.. . Upon •receipt.of a•fully executed contract,. we shall prepare
restricted use.appraisals to.determine a range of values for acquisition or disposition
• . It is our understanding the Nutley property. consists.•• of a 0.15 acre
portion of Map 394S00, •Tax Lot 100. • • The Tuttle Property ,represents •an. .
approximate four acre'portion of a larger.eight acre.site: . .
• The fee for this assignment will be the sum.of$1,950 per.property
assuming. both assignments are completed together. The appraisal report will be
'delivered within 45 day.of receipt.of the fully executed.contract.that.will be provided
by the City.of Athiand, • • • . =
If you have any questions,•regarding this proposal, please call. • .
Respectfully submitted,
CASCADE CHARTER,COMPANY,LLC . •
• • • : 44C�
regory S. Schul
• Ger.• • - .
•
2800 BIDDLE ROAD MEDFORD;OREGON 97504 (541)776-7530 •i'.FAX(541).842-2673 • fl
•
Form w'9 Request for Taxpayer Give Form to the
(Rev.October 2018) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank.
Gregory S.Schuler .
2 Business name/disregarded entity name,if different from above
Cascade Charter Company, LLC
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to
following seven boxes, certain entities,not individuals;see
a
instructions on page 3):
g ./❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation 0 Partnership 0 Trust/estate
to
c o single-member LLC Exempt payee code(if any)
❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)►
`o 2 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
c a LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any)
'C c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that
O. o is disregarded from the owner should check the appropriate box for the tax classification of its owner.
I p Other(see instructions)0.• (Applies to accounts maintained outside the U.S.)
rn 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional)
2800 Biddle Road
6 City,state,and ZIP code •
Medford,Oregon 97504
7 List account number(s)here(optional)
Part I Taxpayer,Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding.For individuals,this is generally your social security number(SSN).However,for a
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — —
entities,it is your employer identification number(EIN).If you do not have a number,see How to get a
TIN,later. or
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and
Part II Certification
Under penalties of perjury,I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and
2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.I am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. •
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax retum.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments
other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later.
Sign Signature of
Here U.S.person I.12;44.75,./c
j 7y`,�-� Date 0. 0.IQ 1 19
General Instructions t: v i''•' •Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise , •Form 1099-MISC(various types of income,prizes,awards,or gross
noted. proceeds)
Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other •
related to Form W-9 and its instructions,such as legislation enacted transactions by brokers)
after they were published,go to www.irs.gov/FormW9.
•Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions)
An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
identification number(TIN)which may be your social security number •Form 1099-C(canceled debt)
(SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number
(EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might
•Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding,
later.
Cat.No.10231X • Form W-9(Rev.10-2018)