HomeMy WebLinkAbout2024-044 Agrmt - Thorndike_,CITY OF
`SH LAN D
City Information
City of Ashland
Attn:
20 East Main Street
Ashland, Oregon
97520
Phone:
Personal Services Agreement
Doug McGeary
541-552-2091
Consultant Information
Firm
Name: Daniel Thorndike
Contact: Daniel Thorndike
Address:
Phone: 541-857-8222
Email: legal division(a)ashland. or. us Email: biciloco(a)medfab.com
Contract
Summary
Procurement
Method:
Completion Date:
Contract Amount:
Description of
Services:
Supporting
Documents:
Direct award of Personal Services
September 30, 2024, unless
extended in writing
One Hundred Seventy -Five Dollars
per hour up to sixty hours (Ten
$ 175/hr. up to 60 hours thousand Five -hundred Dollars
($10,500 max.) maximum)
See Attached Exhibit A, herein incorporated.
Engagement Letter
Dated:
Dated:
Dated:
Dated:
This Personal Services Agreement (hereinafter "Agreement') is entered into by and between the
City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Consultant listed
under Consultant Information above, ("hereinafter "Consultant'), for the services listed under
Description of Services and Supporting Documents as noted in the Contract Summary above. In
the event of conflict between provisions of the Supporting Documents, the Supporting Documents
shall be given precedence in the order listed above.
Page 1 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
This Agreement, the Exhibits and the 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. The Consultant's initials [ 1 herein signify
acknowledgment and agreement to this provision, if applicable, or if not sign "N/A".
Consultant's services are collectively referred to in this Agreement as the "Work."
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 the Completion Date listed under the Contract
Summary in the table one page one of this agreement.
1.1. Time is of the essence. 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.
2. Compensation: City shall pay Consultant the sum listed as the "Contract Amount" under the
Contract Summary on page one of this document 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 Contract Amount without
the express, written approval from the appropriate Department Head or City Manager.
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.
3. Consultant Obligations:
3.1. Independent Contractor Status. Consultant is an independent contractor and not an
employee of the City for any purpose. Consultant shall have the complete responsibility
for the performance of this Agreement. Consultant shall provide workers' compensation
coverage as required in ORS Chapter 656 for all persons employed to perform Work
pursuant to this Agreement. Consultant is a subject employer that will comply with ORS
656.017.
3.2. 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 services to which they will be assigned in a skilled manner
Page 2 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
and, if required to be registered, licensed, or bonded by the State of Oregon, are so
registered, licensed, or bonded.
3.3. 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. Consultant shall be fully responsible for
the acts or omissions of any assigns or subcontractors and of all persons employed by
them, and the approval by City of any assignment or subcontract of the Work shall not
create any contractual relation between the assignee or subcontractor and City.
3.4. Work Performance Obligation. Consultant shall, at its own risk, perform the Work
described in the Description of Services and in the Supporting Documents and, unless
otherwise specified in this Agreement, furnish all labor, equipment, and materials required
for the proper performance of such Work.
3.5. Certification. Consultant agrees to and shall sign the certification attached hereto as
"Exhibit C" and incorporated herein by this reference.
4. Insurance: Consultant shall, at its own expense, maintain the following insurance:
4.1. Worker's Compensation. Worker's Compensation insurance in compliance with ORS
656.017, which requires subject employers to provide Oregon workers' compensation
coverage for all their subject workers.
4.1.1. Workers' Compensation Exemption. If applicable, Consultant affirms and
certifies that it is exempt from providing Workers' Compensation per ORS 656.027.
Exemption criteria: Sole proprietor with no employees
Consultant initials if exempt: (� Date: S/3�
4.2. Professional Liability insurance with a combined single limit, or the equivalent, of not
less than $300,000 (three hundred thousand dollars) aggregate (OSB Professional
Liability Fund Certificate No. 803888). This is to cover any damage caused by error,
omission or negligent acts related to the Work to be provided under this Agreement.
4.3. General Liability. N/A
4.4. Automobile Liability. N/A
4.5. Notice of cancellation or change. There shall be no cancellation, material change,
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.
4.6. Additional Insured/Certificates of Insurance. N/A
5. Termination:
Page 3 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
5.1. Mutual Consent. This Agreement may be terminated at any time by the mutual consent
of both parties.
5.2. 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.
5.3. 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:
• 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; or
• 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
• 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.
5.4. For Default or Breach. 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.
5.4.1. 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.
5.5. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant
to subsections 2.1, 2.2, or 2.3 above shall be without prejudice to any obligations or
liabilities of either party already accrued prior to such termination or modification.
However, upon receiving a notice of termination (regardless of whether such notice is
given pursuant to subsection 2.1, 2.2, 2.3, or 2.4 of this section, Consultant shall
immediately cease all activities under this Agreement, unless expressly directed
Page 4 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
otherwise by City in the notice of termination. Further, upon termination, Consultant shall
deliver to City all documents, information, works -in -progress and other property that are
or would be deliverables had the Agreement been completed. City shall pay Consultant
for Work performed prior to the termination date if such Work was performed in
accordance with this Agreement.
5.6. The rights and remedies of City provided in this subsection are not exclusive and are in
addition to any other rights and remedies provided by law or under this Agreement.
6. 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, claims, costs, judgments, or other
damages, caused solely by the gross negligence of City.
7. Consultant's Compliance with Tax Laws: Consultant represents and warrants to the City
that: Consultant shall comply with all Oregon tax laws, including but not limited to ORS
305.620, ORS 305.380(4), and ORS Chapters 316, 317, 318, in addition to any rules,
regulations, charter provisions, or ordinances that implement or enforce any of the foregoing
tax laws or provisions and any tax provisions imposed by a political subdivisions of the State
of Oregon.
8. 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.
9. 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
addresses set forth on page one of this agreement with a copy to:
City of Ashland — Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5350
10. General Provisions:
Page 5 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
10.1. 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.
10.2. Non -appropriations Clause - Funds Available and Authorized: City has
sufficient funds currently available and authorized for expenditure to finance the costs of
this Agreement within the City's fiscal year budget. Consultant understands and agrees
that City's payment of amounts under this Agreement attributable to Work performed
after the last day of the current fiscal year is contingent on City appropriations, or other
expenditure authority sufficient to allow City in the exercise of its reasonable
administrative discretion, to continue to make payments under this Agreement. In the
event City has insufficient appropriations, limitations or other expenditure authority, City
may terminate this Agreement without penalty or liability to City, effective upon the
delivery of written notice to Consultant, with no further liability to Consultant.
10.3. Statutory Requirements: The following laws of the State of Oregon are hereby
incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and
27913.235.
10.4. 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.
10.5. Governing Law: 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.
11. Merger: This agreement and the attached exhibits constitute the entire understanding and
agreement between the parties. No waiver, consent, modification or change of terms of this
agreement shall bind either party unless in writing and signed by both parties. Such waiver,
Page 6 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
consent, modification or change, if made, shall be effective only in the specific instance and
for the specific purpose given. There are no understandings, agreements, or representations,
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.
WITNESS WHEREOF, the parties have executed this Agreement in their respective names by
their duly authorized representatives as of the dates indicated below. This Agreement may be
executed in two counterparts, each of which shall be deemed an original, with equal force and
effect as if executed in a single document.
City of Ashland:
By:
- Sabrina Cotta, Interim City Manager
DaniellThorrndike, (Consultant):
By.-
- Signature
17(�N�EL C . (Lto�Zl�1��KL=
5/28/2024 Printed Name
- Date
Title
1 2-C, 2 `-f
Purchase Order No. - Date
(W--9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
City Attbrney
Page 7 of 7 Personal Services Agreement Between the City of Ashland and XXXXX
RECEIVED
MAY 312024
CITY OF ASHLAND, OREGON
City of Ashland
LIVING
WAGE
per hour, effective June 30, 2023.
W,. The Living Wage is adjusted annually every
/r'
June 30 by the Consumer Price Index.
For all haws waked under a
service contract between the
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 50% or more of the
employee's time in that month
working on a pmpd or
portion of $te business of
their employer; if the
employer has ten or more
employees, and has received
fnarncial assistance for the
project or business from the
City of Ashland aver
$25,335.05;
If rhea employer is the City of
Ashland, including the Parks
and Reaea m Department.
In calarlatng the IMng wage,
mvloyers may add the value
of health care, retirement.
401K, and IRS eligible
cafeteria plans (ndudng
childcare) benelks to the
employee's amount of wages.
Note: For terrWrary and
part-time employees. the
Living Wage does not apply
to the W 1W hours worked
in any calendar year. For
more details, please see
Ashland knapal Code
Sedan 3.12.020.
Call the Ashland City Manager's office at 541.4M-6002 or write to fhe City Manager,
City Kai, 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 in areas where it can be seen by all employees.
C 1 T Y OF
-ASHLAND
Page 1 of 1: Exhibit B
RECEIVED
MAY 312024
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.
(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.
X (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
f relating to the Work or services to be provided.
1�_� CAA��_ -
Consultant's signature
Date
Page 1 of 1: Exhibit C
IRECEWE4 -D
MAY 312024
Form W- V
(Rev. March 2024)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Go to vnvw.lrs.gov/FormW9 for instructions and the latest information.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
Give form to the
requester. Do not
send to the IRS.
i Name of entitylndividual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name online 1, and enter the business/disregarded
entity's name on line 2.)
Daniel C. Thorndike
2 Business name/disregarded entity name, if different from above.
3a Check the appropriate box for federal tax classification of the entity4ndividual wi,ose name Is entered on line 1. Check
4 Exemptions (codes apply only to
only one of the following seven boxes.
certain entities, not individuals;
a
c
❑✓ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate
see instructions on page 3):
0
❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . .
Exempt payee code (if any)
o. p
u
Note; Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
Account
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
box for its
Exemption from Foreign Tax
o
the tax classification of owner.
Compliance Act (FATCA) reporting
❑ Other (see instructions)
code (if any)
a u
t
(Applies accounts maintained
3b If on line 3a you checked "Partnership" or 'Trust/estate," or checked "LLC" and entered "P" as its tax classification,
Q)
4
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
❑
outsidea the United States.)
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . .
a)
5 Address (number, street, and apt. or suite no.). See Instructions.
Requester's name and address (optional)
P.O. Box 1588
6 City, state, and ZIP code
Medford OR 97501
7 List account numbers) here (optional)
IMB
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid 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.
Employer identification number
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give tire Requester for guidelines on whose number to enter.
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. 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 ant 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 ant 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 SignatI U.S.person
� C.U'L -----
Here U.S. Orsonon Date S D
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 www.irs.gov/FormW9.
What's New
Line 3a has been modified to clarify how a disregarded entity completes
this line. An LLC that is a disregarded entity should check the
appropriate box for the tax classification of its owner. Otherwise, it
should check the "LLC" box and enter its appropriate tax classification.
New line 3b has been added to this form. A flow -through entity is
required to complete this line to indicate that it has direct or indirect
foreign partners, owners, or beneficiaries when it provides the Form W-9
to another flow -through entity in which it has an ownership interest, This
change is intended to provide a flow -through entity with information
regarding the status of its Indirect foreign partners, owners, or
beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that teas any Indirect foreign
partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS is giving you this form because they
Cat. No. 10231X Form W-9 (Rev. 3-2024)