HomeMy WebLinkAbout2024-029 PO 20240317 - Zcs, IncL
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City of Ashland
ATTN: Accounts Payable
20 E. Main
Ashland, OR 97520
Phone: 541 /552-2010
Email: payable a ashla_nd.or.us
ZCS, INC
900 KLAMATH AVENUE
KLAMATH FALLS, OR 97601
Purchase Order
Fiscal Year 2024 Page: 1 of 1
THIS PO NUMBER MUST APPEAR ON ALL
INVOICES, AND SHIPPING DOCUMENTS.
Purchas
Order # e 20240317
H C/O Public Works - Operations
1 90 North Mountain Ave.
P Ashland, OR 97520
Phone: 541 /488-5353
T Fax:541/552-2329
Vendor Phone Number
Vendor Fax Number
Requisition Number
Delivery Reference
20240110
Date Ordered
Vendor Number
Date Required
Freight Method/Terms
Department/Location
04/02/2024
6649
FOB ASHLAND OR/NET30
Public Works De artment
Item#
Descri tion/PartNo
QTY
UOM
Unit Price
Extended Price
engineering design services for HVAC Pioneer Hall
1
engineering design services for HVAC Pioneer Hall and Comm
1.0
EACH
$15,400.00
$15,400.00
Center
Project Account: E-202015-120
*.*..,.,..* GL SUMMARY
083000 - 704200 $15,400.00
By
Date:
Authorized Signature
PO Total $15,400.00
PERSONAL SERVIUES AGR EMEN'F (GREATER A'HAN
CONSULTANT: ZCS Engineering and Architecture
CITY OF
ADDRESS: 900 Klamath Ave
ASH LAND
Klamath Falls, OR 97601
20 East Main Street
Ashland, Oregon 97520
TELEPHONE: 541-500-8588
Telephone: 541 /488-5587
Fax: 5411488-6006
EMAIL: steghenc@zcsea.com
This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City
of Ashland, an Oregon municipal corporation (hereinafter "City") and ZCS Engineering and Architecture, a
domestic professional corporation ("hereinafter "Consultant"), for engineering design services for replacement of
existing gas heating system and window AC units with new high efficiency all electric HVAC system.
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,
2025.
2. Scope of Work: Consultant will provide engineering design services for replacement of existing gas
heating system and window AC units with new high efficiency all electric HVAC system as more fully
set forth in the Consultant's Proposal dated March 12, 2024, which is attached hereto as "Exhibit A" and
incorporated herein by this reference. 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
Pagc 1 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND ZCS Enginccring and Architccturc
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registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded.
6. Compensation: City shall pay Consultant the sum of $15,400 (fifteen thousand four hundred
dollars) 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 $15,400 (fifteen thousand four hundred 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 documents prepared by Consultant are instruments of service,
and Consultant retains an ownership and property interest (Including the copyright and the right of
reuse) in such documents, whether or not the project is completed. City shall have limited license to use
the documents on the Project, extensions of the Project, and for related uses of the City, subject to
receipt by Consultant of full payment due and owing for all Services and Additional Services relating to
preparation of the documents.
8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by
reference into this Agreement: ORS 279B.220, 27913.230 and 27913.235.
9. Living Wage Requirements: If the amount of this Agreement is $25,335.05 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, 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:
Page 2 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND ZCS Engineering and Arehitccturc
i. If City &coding 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. Consultant shall, at its own expense, maintain the following insurance:
a. Workers' Comfensation. 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.
Page 3 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CiTY OF ASHLAND AND 7_CS Engineering and Architecture
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.
c. General Liability insurance with a combined single limit, or the equivalent, of not less than
$2,000,000 (two million dollars) per occurrence for Bodily hijury, Death, and Property Damage.
d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less 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 chgWc. There shall be no cancellation, material change, reduction of limits
or intent not to renew the insurance coverages) 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.
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.I 10.
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 tar 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;
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(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:
If to the City:
Public Works
Attn: Contract Administrator
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:
ZCS Engineering Architecture
45 Hawthorne Street, Suite 5
Medford, OR 97504
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 1T, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
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22. Certification. Consultant shalt 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 ASHLAND:
BY:
.�
Signature
Printed Name
ZCS ENGINEERING AND ARCHITECTURE
(CONSULTANT): „ft.,W
Fs�i A"By:
Signature
sylas Alien
Printed Name
&_` I , � ` ✓ ,-,4 //c A Gt f `/ �if /cam lOr Managing Principal. CEO
Title --7 Title
_ 3
Date
Purchase Order No.
3/15/2024
Date
OM-9 is to be submitted with this signed Agreement)
Page 6 of & PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND ZCS Engineering and Architecture
VWY W., __6 _ - V I L_.___ - ___ Y - -
City of Ashland
LIVING
ALL employers described ' �
per hour, effective June 30, 2021.
The Living Wage is adjusted annually every
L,1
June 30 by the Consumer Price Index.
Y For all hours worked under a
service contract between their
employer and the City of
Ashland if the contract
exceeds $25,335.05 or more.
➢ For all hours worked in a
month if the employee spends
60% or more of the
employee's time in that month
working on a project or
portion of business of their
employer, if the employer has
ten or more employees, and
has received financial
assistance for the project or
business from the City of
Ashland in excess of
$25,335.05.
Y If their employer is the City of
Ashland, including the Parks
and Recreation Department.
Y In calculating the living wage,
employers may add the value
of health care, retirement,
401K and IRS eligible
cafeteria plans (including
childcare) benefits to the
amount of wages received by
the employee.
Y Note: For temporary and
part-time employees, the
Living Wage does not apply
to the first 1040 hours worked
in any calendar year. For
more details, please see
Ashland Municipal Code
Section 3.12.020.
Call the Ashland City Administrator's office at 541 A88-6002 or write to the City Administrator,
City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at WWW.ashland.or.us.
Notice to Employers: This notice must be posted predominantly in areas where it can be
seen by all employees.
CITY OF
-AS H LA N D
Page I off: EXHIBIT B
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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
forni 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 -tvork 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 perforni 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
x
Listing.
(4) Labor or services are performed only pursuant to written contracts.
x (S) 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.
5Sox�sq-a an'c A,S Qt{ 'W
16. 2509MOT..
Consultant's signature
3/IS/2024
Date
Page I of I: EXHIBIT C
1: N (; 1 N I: I I Z I N C;
C S ARC1I1T1 CT1JR1
March 12, 2024
Jason Strait
City of Ashland Public Works
51 Winburn Way
Ashland, OR 97520
Reference: Ashland Community Center and Pioneer Hall
Subject: Additional Design Services Proposal #3 (Phase 1 Services)
We are pleased to present our proposal for additional design services for the proposed
Improvements at the Ashland Community Center and Pioneer Hall. Based on previous discussions
with you and Parks Department staff, our understanding of the additional project scope to be
included is as follows:
Provide Mechanlcal/Electrical/Plurnbing design services for replacing the existing HVAC systems
at the Ashland Community Center and Pioneer Hall. The new HVAC systems shall be design -build.
Deliverables will include:
• Mechanical and electrical schematic plans
• Mechanical, electrical, and plumbing performance specifications
ZCS compensation to be adjusted as follows:
We have partnered with Frontier Consulting Engineers, Inc. to provide additional MEP services,
which will be performed on a Lump Sum basis and billed based on percentage of completion in the
amount of Fifteen Thousand Four Hundred Dollars ($15,400).
MEP Services for Ashland Community Center' $ 9,900
MEP Services for Pioneer Hall` $ 5,500
Total this Amendment 113 $ 15,400
'Subconsullant fees Include 10% markup
We appreciate the opportunity to submit this proposal.
Sincerely,
Stephen L. Chase
Project Manager
Sylas E. Allen, PE
Principal
Enclosure: Appendix'A' — Frontier Consulting Engineers Proposal
127 NW D Street, Grants Pass, OR 97526 P 541.479.3865 • XSEAcom
Grants Pass • Klamath fogs AfedW • Oregon Uy
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APPENDIX A
ZCS Engineering & Architecture Ashland Community Center and Pioneer Hall Renovation
March 6, 2024 Page 2 of 2
CONTRACT EXCLUSIONS
The following Items are excluded from the Scope of Work described above:
1. Fire sprinkler design.
2. Fire alarm design.
3. Site utility design.
4. Site and interior lighting.
S. Electrical service upgrades.
6. Restroom exhaust design.
7. Energy compliance calculations.
8. Work related to Plancheck or Construction Administration.
9. Commissioning services.
10. Cost estimation services.
11. Equipment testing or TAR services.
12. Testing or Inspection services.
13. LEED consulting services.
14. Additional site visits.
PROJECT FEE
The fee for the Scope of Work will be a lump sum fee:
Engineering Services
Ashland Community Center $ 91000
Pioneer Hall $ 51000
Total Fee $ 14,000
Reimbursable Expenses
Mileage (one site visit, $0.67 per mile) $ 180
This includes all expenses such as travel, printing, and postage. All services will be invoiced monthly
based on the percent of work completed at that time. This proposal will be valid for a period of thirty
(30) calendar days. Please do not hesitate to contact the If you have any questions or concerns.
Sincerely,
"`-L—
Rod Menezes, P.E.
Mechanical Engineer
2727 Bechelli Lane Frontier Consulting Engineers, Inc. phone (530) 232.6160
Redding, CA 96002 www.frontlerce.com fax (530) 232-2770