HomeMy WebLinkAbout2022-150 Agrmt- Gary Milliman PERSONAL SERVICES AGREEMENT (LESS THAN $35,000)
CONSULTANT: GARY MILLIMAN
CITY OF
'ASHLAND ADDRESS: 1090 PARKVIEW DRIVE
20 East Main Street BROOKINGS, OREGON 97415
Ashland, Oregon 97520
Telephone: (541) 552-2100 TELEPHONE: (541) 813-9267
This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the
City of Ashland, an Oregon municipal corporation(hereinafter"City") and Gary Millman("hereinafter
"Consultant"), for consultation and support services for the'City Manager.
NOW THEREFORE,in consideration of the mutual covenants contained herein, the City and
Consultant hereby agree as follows:
1. Effective Date and Duration: This Agreement shall become effective on January 3,2022,
(the"Effective Date"), and unless sooner terminated as specifically provided herein, shall
continue in full force and effect until June 30, 2022.
2. Scope of Work: Consultant will provide consultation and support services to the City Manager
on an"as needed"basis.•Consultant's services are collectively referred to herein as the"Work."
3. Supporting Documents/Exhibits; Conflicting Provisions: This Agreement and any exhibits
' or other supporting documents shall be construed to be mutually complementary and
supplementary wherever possible. In the event of a conflict which cannot be so resolved, the
provisions of this Agreement itself shall control over any conflicting provisions in any of the
exhibits or supporting documents.
4. All Costs Borne by Consultant: Consultant shall, at its own risk, perform the Work described
above and,unless otherwise specified in this Agreement, furnish all labor, equipment, and
materials required for the proper performance of such Work.
5. Qualified Work: Consultant has represented, and by entering into this Agreement now
represents, that all personnel assigned to the Work to be performed under this Agreement are
fully qualified to perform the service to which they will be assigned in a skilled and worker-like
manner and, if required to be registered, licensed or bonded by the State of Oregon, are so
registered, licensed and bonded.
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6. Compensation: City shall pay Consultant the sum of$80.00 per hour for all Work performed
and$50.00 per hour for all necessary travel time as full compensation for Consultant's
performance of all Work under this Agreement. In no event shall Consultant's total of all
compensation and reimbursement under this Agreement exceed the sum of$15,000.00 (fifteen
thousand U. S. dollars)without the express,written approval from the City official whose
signature appears below, or such official's successor in office. Payments shall be made within
thirty(30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement
be terminated prior to completion of all Work,payments will be made for any phase of the Work
completed and accepted as of the date of termination.
7. Ownership of Work/Documents: All Work, work product, or other 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.
8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated
by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235.
9. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its
officers, employees, and agents harmless from any and all losses, claims, actions, costs,
expenses,judgments, or other damages resulting from injury to any person(including injury
resulting in death), or damage(including loss or destruction)to property, of whatsoever nature
arising out of or incident to the performance of this Agreement by Consultant(including but not
limited to, Consultant's employees, agents, and others designated by Consultant to perform Work
or services attendant to this Agreement). However, Consultant shall not be held responsible for
any losses, expenses, actions, costs, or other damages, caused solely by the gross negligence of
City.
10. Termination:
a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent
of both parties.
b. City's Convenience. This Agreement may be terminated by City at any time upon not
less than thirty(30) days' prior written notice delivered by certified mail or in person.
c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective
upon delivery of written notice to Consultant, or at such later date as may be established
by City under any of the following conditions:
i. If City funding from federal, state, county or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services;
ii. If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement or are no longer eligible for the funding proposed for payments
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authorized by this Agreement; or
iii. If any licen Je or certificate required by law or regulation to be held by Consultant to
provide the services required by this Agreement is for any reason denied, revoked,
suspended, or not renewed.
d. For Default or Breach.
i. Either City or Consultant may terminate this Agreement in the event of a breach of
the Agreement by the other. Prior to such termination the party seeking termination
shall give to the other party written notice of the breach and its intent to terminate. If
the party committing the breach has not entirely cured the breach within fifteen(15)
days of the date of the notice, or within such other period as the party giving the
notice may authorize in writing,then the Agreement may be terminated at any time
thereafter by a written notice of termination by the party giving notice.
ii. Time is of the essence for Consultant's performance of each and every obligation and
duty under this Agreement. City,by written notice to Consultant of default or breach,
may at any time terminate the whole or any part of this Agreement if Consultant fails
to provide the Work called for by this Agreement-within the time specified herein or
• within any extension thereof.
'iii: The rights and remedies of City provided in this subsection(d) are not exclusive and
are in addition to any other-rights and remedies provided by law-or under this
Agreement.
11. Independent Contractor Status: Consultant is an independent contractor and not an employee
of the City for any purpose.
12. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work
without the written consent of City. Any attempted assignment or subcontract without written
consent of City shall be void.
13. Default. The Consultant shall be in default of this Agreement if Consultant: commits any
material breach or default of any covenant,warranty, certification, or obligation under the
Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for
insolvency;makes a general assignment for the benefit of creditors; or ceases doing business on
a regular basis of the type identified in its obligations under the Agreement; or attempts to assign
rights in, or delegate duties under,this Agreement.
14. Insurance. Consultant shall, at its own expense,maintain the following insurance:
a. Workers' Compensation. Consultant shall obtain and maintain Workers' Compensation
insurance in compliance with ORS 656.017, which requires subject employers to provide
Oregon Workers' Compensation coverage for its subject workers, unless such employers are
exempt under ORS 656.126. If exempt under ORS 656.126, Consultant shall certify such
exemption to the City.
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b. Professional Liability insurance with a combined single,limit, or the equivalent, of not less
than$2,000,000 (two million dollars)per occurrence. This is to cover any damages caused
by error, omission or negligent acts related to the Work to be provided under this Agreement.
Waiver by City:
c. General Liability in aance with a combined single limit, or the equivalent, of not less than
$2,000,000 (two million dollars)per occurrence for Bodily Injury, Death, and Property
Damage. Waived by City:
d. Automobile Liabilityinsurance it a combined single limit, or the equivalent, of not less
g q
than$1,000,000 (one million dollars) for each accident for Bodily Injury and Property
Damage, including coverage for owned,hired or non-owned vehicles, as applicable.
e. Notice of cancellation or change. There shall be no cancellation,materialchange,reduction
of limits or intent not to renew the insurance coverage(s) without thirty(30) days' prior
written notice from the Consultant or its insurer(s) to the City.
f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland,
Oregon, and its elected officials, officers and employees as Additional Insureds on any
insurance policies, excluding Professional Liability and Workers' Compensation, required
herein,but only with
respect to Consultant's services to be provided under this Agreement. The consultant's
insurance is primary and non-contributory. As evidence of the insurance coverages required
by this Agreement,the Consultant shall furnish acceptable insurance certificates and
endorsements prior to commencing the Work under this Agreement.
15. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color,
religion, creed, sex,marital status, familial status or domestic partnership, national origin, age,
mental or physical disability, sexual orientation, gender identity or source of income, suffer
discrimination in the performance of any Work under this Agreement when employed by
Consultant. Consultant agrees to comply with all applicable requirements of federal and state
civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to
discriminate against a disadvantaged business enterprise,minority-owned business, woman-
owned business, a business that a service-disabled veteran owns or an emerging small business
enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110.
16. Consultant's Compliance With Tax Laws:
16.1 Consultant represents and warrants to the City that:
16.1.1 Consultant shall,throughout the term of this Agreement, including any extensions
hereof, comply with:
(i)All tax laws of the State of Oregon, including but not limited to ORS 305.620 and
ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Consultant; and
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(iii) Any rules,-regulations, charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
16.1.2 Consultant, for a period of no fewer than six(6) calendar years preceding the Effective
Date of this Agreement,has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and
ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Consultant; and
(iii) Any rules,regulations, charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
17. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance
with 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.
18. 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,by mailing using registered or certified United States mail, return
receipt requested,postage prepaid, or by electronically confirmed at the address or facsimile
number set forth below: :
If to the City:
Joseph Lessard
City Manager
20 East Main Street
Ashland, Oregon 97520
With a copy to:
City of Ashland- Legal Department
' 20 East Main Street
Ashland, Oregon 97520
If to Consultant:
Gary Milliman
1090 Parkview Drive
Brookings, Oregon 97415
l i
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19. Amendments. This Agreement may be amended only by written instrument executed by both
parties with the same formalities as this Agreement.
20. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS,
AGREEMENTS, OR REPRESENTATIONS, EITHER ORAL OR WRITTEN,NOT
SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY
SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES
THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO
BE BOUND BY ITS TERMS AND CONDITIONS.
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: GAR MILLIMAN (CONSULTANT):
By: 1 \
By:
oseph L d, City Manager ignature
3 2 _ Title
Date i
ai `�`''D\2o1L'r—
Date
(W-9 is to be submitted with this signed Agreement)
Purchase Order No.'
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