HomeMy WebLinkAbout2024-009 Agrmt - Johnson, WilliamPERSONAL SERVICES AGRE'E'ME'N'1' (LE'SS 'THAN
CITY OF
-ASHLAND
20 East Main Street
Ashland, Oregon 97520
Telephone: 541 /488-5305
Fax: 541 /552-5311
CONSULTANT: William P. Johnson
ADDRESS: PO Box 20263, Rochester, NY
14602-0263
TELEPHONE: (585) 201-8744
EMAIL: Bill@WilliamPJohnson.com
This Personal Services Agreement (hereinafter "Agreement") is entered into by and
between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and William
P. Johnson, a domestic professional corporation ("hereinafter "Consultant"), for third -party review
of telecommunication facility planning applications, pursuant to Ashland Municipal Code Chapter
18.4.10.
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 the date of
execution on behalf of the City, as set forth below (the "Effective Date"), and unless sooner
terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance
of Consultant's Work as complete and Consultant's acceptance of the City's final payment
therefore, but not later than June 30, 2024.
2. Scope of Work: Consultant will provide review of City's proposed Rights -of -Way
Ordinance, and Design Standards Resolution ("Documents") (Documents provided by
email on 06/12/23 to Contractor) related to addition of small wireless facilities.
Consultant's services are collectively referred to herein as the "Work." Consultant's
Work is limited to review and comment of the Documents and provide opinion and
advice as to sufficiency and compliance with generally accepted interpretation of
Telecommunications Act of 1996, 47 U.S.C. §332(c) and FFC Rules related to Small Cell
Wireless Facilities regulation. Review and comment to be provided by July 3, 2023.
3. Supporting Documents/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.
6. Compensation: City shall pay Consultant a per hour as provided in in Exhibit A 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 ($7,000.00) Seven thousand 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 27913.220, 27913.230 and 27913.235.
9. Living Wage Requirements: If the amount of this Agreement is $22,310.46 or more,
Consultant 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
B" predominantly in areas where it will be seen by all employees.
10. 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, judgments, or other damages, caused solely by the gross negligence of City.
11. 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 authorized by this Agreement; or
iii. If any license 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.
12. Independent Contractor Status: Consultant is an independent contractor and not an
employee of the City for any purpose.
13. 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.
14. 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.
15. Insurance. WAIVED BY CITY Gensultant shall, ^+ its own e3ipense,
xx er-kers' r ...peas..+:en Consultant shall btai... and maintain Workers'
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16. 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.
17. Consultant's Compliance With Tax Laws:
17.1 Consultant represents and warrants to the City that:
17.1.1 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
(iii) Any rules, regulations, charter provisions, or ordinances that implement
or enforce any of the foregoing tax laws or provisions.
17.1.2 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.
18. 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.
19. 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:' 1
If to the City: k
City Attorney Office
Attn: Douglas M McGeary
20 East Main Street
Ashland, Oregon 97520
With a copy to:
City of Ashland — Administrative Office
20 E. Main Street
Ashland, Oregon 97520
If to Consultant:
William P. Johnson
PO Box 20263
Rochester, NY 14602-0263
20. Amendments. This Agreement may be amended only by written instrument executed by
both parties with the same formalities as this Agreement.
21. 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.
22. Certification. Consultant shall execute the certification attached hereto as "Exhibit C"
and incorporated herein by this reference.
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 S N William P. Joh on (CONSULTANT):
By: By:
Signature Signature
PrintedName
l�
Title
tiCLS �ZN
Date
Purchase Order No.
Approved as to form
William P. Johnson
Printed Name
Consultant - RF Engineering
Title
June 26 2023
Date
(W-9 is to be submitted with this signed
Agreement)
Douglas M McGeary
Acting City Attorney
EXHIBIT C
CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized
representative, under penalty of perjury, certifies that (a) the number shown on the attached W-9
form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant
is not subject to backup withholding because: (i) it is exempt from backup withholding, or (ii) it
has not been notified by the Internal Revenue Service (IRS) that it is subject to backup
withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified
it that it is no longer subject to backup withholding. Consultant further represents and warrants
to City that: (a) it has the power and authority to enter into this Agreement and perform the
Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation
of Consultant enforceable in accordance with its terms, (c) the work under the Agreement shall
be performed in accordance with the highest professional standards, and (d) Consultant is
qualified, professionally competent, and duly licensed (if applicable) to perform the Work.
Consultant also certifies under penalty of perjury that its business is not in violation of any
Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized -to
do business in the State of Oregon, and Consultant has checked four or more of the following
criteria that apply to its business.
X (1) Consultant carries out the work or services at a location separate from a private
residence or is in a specific portion of a private residence, set aside as the location of
the business.
X (2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
X (3) Telephone listing is used for the business separate from the personal residence
listing.
X (4) Labor or services are performed only pursuant to written contracts.
X (5) Labor or services are performed for two or more different persons within a period
of one year.
(6) Consultant assumes financial responsibility for defective workmanship or for
service not provided as evidenced by the ownership of performance bonds,
warranties, errors and omission (professional liability) insurance or liability insurance
relating to the Work or services to be provided.
Consultant's signature
June 26 2023
Date
Request for Taxpayer
Give Form to the
Form
Identification Number and Certification
requester. Do not
(Rev. October2018)
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.
William P. Johnson
2 Business name/disregarded entity name, if different from above
c)
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
mfollowing
seven boxes.
certain entities, not individuals; see
a
instructions on page 3):
C
0
❑✓ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate
c
single -member LLC
Exempt payee code (if any)
41
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
o
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
+' m
C c
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 an
( y)
n o
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
y
❑ Other (see instructions) ►
(Applies to accounts maintained outside the U.S.)
(n
5 Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional)
0
PO Box 20263
City of Ashland OR
s City, state, and ZIP code
20 East Main Street
Rochester, NY 14602
Ashland OR 97520
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
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.
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and
Under penalties of perjury, I certify that:
i Social security number
or
Employer identification number
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. 1 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. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (f 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 return. 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 11, later.
Sign I Signature of`
Here U.S. person► Date► June 26, 2023
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to wwwJrs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (]TIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)