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HomeMy WebLinkAbout2025-030 AGRMT - Cascade Charter Company LLC A � T V OFPersonal Services Agreement SHLAND City Information Consultant Information City of Ashland Firm Name: Cascade Charter Company LLC. Attn: Mike Morrison Contact: Gregory Schuler Public Works Address: 2800 Biddle Road Ashland, Oregon 97520 Medford Or. 97504 Phone: (541) 552-2325 Phone: (541) 776-7530 Email: michael.morrison@ashlandoregon.gov Email: gschuler@cascadecharter.com Contract Summary Procurement Method: Small Procurement Completion Date: 06/30/2025 Contract Amount: $ 5,975.00 Five Thousand Nine Hundred Seventy Five Description of Services: Appraisal of the property adjacent to the Wastewater Treatment Plant Supporting Documents: Cascade Charter Proposal Dated: 4/23/25 Exhibit A Dated: 4/23/25 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. 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 f ss 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." Page 1 of 8 Personal Services Agreement Between the City of Ashland and 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 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. Page 2 of 8 Personal Services Agreement Between the City of Ashland and 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. 4.2. Workers' Compensation Exemption. If applicable, Consultant affirms and certifies that it is exempt from providing Workers' Compensation per ORS 656.027. Exemption criteria: Enter criteria here or delete if not applicable Consultant initials if exempt: Date: 4.3. 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 damage caused by error, omission or negligent acts related to the Work to be provided under this Agreement. 4.4. 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 Injury, Death, and Property Damage. 4.5. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. 4.6. 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. 4.7. 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 prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring Page 3 of 8 Personal Services Agreement Between the City of Ashland and companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 5. Termination: 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. Page 4 of 8 Personal Services Agreement Between the City of Ashland and 5.5. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections 5.1, 5.2, or 5.3 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 5.1, 5.2, 5.3, or 5.4 of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed 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 $26,429.65 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: Page 5 of Personal Services Agreement Between the City of Ashland and City of Ashland — Legal Department 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 488-5350 10. General Provisions: 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 27913.220, 27913.230 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 Page 6 of Personal Services Agreement Between the City of Ashland and 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, 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. Page 7 of 8 Personal Services Agreement Between the City of Ashland and 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: (Consultant) O Signature 5.27.2025 Gregory S. Schuler Date Printed Name Managing Member Title Purchase Order No. 05/05/2025 Date (W--9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: City Attorney ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 5.27.25 Date Page 8 of 8 Personal Services Agreement Between the City of Ashland and CITY OF OREGON City of Ashland LIVING WAGE per hour, effective June 30, 2024. ��. The Living Wage is adjusted annually every June 30 by the Consumer Price Index. portion of the business of of health care, retirement, their employer, if the 401 K, and IRS eligible employer has ten or more cafeteria plans (including employees, and has received childcare) benefits to the ➢ For all hours worked under a financial assistance for the employee's amount of wages. service contract between their project or business from the employer and the City of City of Ashland over ➢ Note: For temporary and Ashland if the contract $26,429.65; part-time employees, the exceeds$26,429.65 or more. Living Wage does not apply ➢ If their employer is the City of to the first 1040 hours worked ➢ For all hours worked in a Ashland, including the Parks in any calendar year. For month, if the employee and Recreation Department. more details, please see o Ashland Municipal Code spends 50/o or more of the ➢employee's time in that month In calculating the living wage, Section 3.12.020. working on a project or employers may add the value For additional information: Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager, 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 in areas where it can be seen by all employees. A IT OF 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. 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 relating to the Work or services to be provided. ?"Y&l s sG " Consultant's signature 05702/2025 Date Page 1 of 1: Exhibit C , C\pp.AppAaS. Cdrr AaDAE.g9 MI CHARTER COMPAN HARTERCOMPAN Y,..LL C I ,,i S"" 7 C Nry, 1 I w LAWRENCE E.BROWN,MAI CRE 0942-1990) GREGORY S.SCHULER DAVID M.MATLOCK BROOKE LEVISON DEB CHRISTOPHERSON January 22, 2025 Mike Morrison Operations Deputy Director City of Ashland Public Works 90 North Mountain Avenue Ashland, Oregon 97520 VIA EMAIL michael.morrison@ashland.or.us Reference: Appraisal of the land known as the Imperatrice Property located in Jackson County (Ashland), Oregon. Dear Mr. Morrison: Based upon your request, we are pleased to submit a proposal for appraisal services to be rendered in connection with the above referenced property. It is our understanding that this appraisal will be utilized by the City of Ashland for internal decision making purposes. Upon authorization to proceed, we shall prepare an appraisal to determine the market values of the fee simple interest in the subject property for the two sections known as the lowland area which is irrigated and the upland area which is not irrigated. The fee for the assignment is $5,975 which includes the two value scenarios based on the irrigated and non-irrigated areas. Reference is made to the attached Exhibit A. The appraisal will be completed on or before 60 days of authorization to proceed. It is my understanding the City of Ashland will forward a contract for professional services to be executed. If you have any questions regarding this proposal, please call. Respectfully submitted, BROWN, CHUDLEIGH, SCHULER, MYERS, AND ASSOCIATES /'S ., e�7 4 �L Gregory S. Schuler 2800 BIDDLE ROAD I MEDFORD,OREGON 97504 I (541)776-7530 FAX(541)842-2873 Exhibit A Map p Tax Lot Account No. Acres Irr( ated 38-1 E-32 100 1-0122687-6 3.16 Yes 38-1 E-32 200 1-012360-1 65.88 Yes 38-1 E-33 200 1-099558-9 283.54 Partially 38-1 E-33 200 1-012367-6 123.44 Partially 38-1 E-28 700 1-012341-4 80.00 No 38-1 E-28 500 1-012339-2 125.00 No 38-1 E-28 600 1-012340-6 35.00 No 38-1 E-27 100 1-009618-5 160.00 No Total Irrigated and Non-Irrigated Land 876.02 Note: It is our understanding that the "Proposed Short Term Use Lease Area (the Lowland Area) includes a portion of Map 38-1 E-32, Tax Lot 100 (the portion to the west of Butler Creek Road is excluded from the property); all of Map 38- 1 E-32, Tax Lot 200; and a portion of Map 38-1 E-33, Tax Lot 200, Account Nos. 1-099558-9 and 1-02367-6, (the portion to the south of the TO irrigation canal). This portion of the property totals 265 acres with the remaining area considered the upland (non-irrigated) area.