Loading...
HomeMy WebLinkAbout2025-039 AGRMT Ashland Chamber of CommerceA§HLAND� � � � � Personal Services Agreement City Information Consultant Information Ashland Chamber of Commerce, City of Ashland Firm Name: DBA Travel Ashland Attn: Jordan Rooklyn Contact: Sandra Slattery 20 East Main Street Address: 110 E Main St Ashland, Oregon 97520 Ashland, Oregon 97520 Phone: 541-552-2103 Phone: 541-482-3486 Email: jordan.rooklyn@ashland.or.us Email: sandra@ashlandchamber.com Contract Summary Procurement Method: Sole Source Completion Date: June 30, 2026 Contract Amount: $450,000 Description of Services: Destination Marketing Activities Supporting Documents: Exhibit A — Consultant's Services Dated: May 20, 2025 Exhibit B — Living Wage Dated: May 20, 2025 Exhibit C — Governance Policies & Procedures Dated: May 20, 2025 Exhibit D — Certification/Representation Dated: May 20, 2025 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 conflic , ,provisions in any of the exhibits or supporting documents. The Consultant's initials° 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 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of Commerce NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and Consultant hereby agree as follows: 1. Definitions: 1.1."Tourisnlpromotion" means any ofthe following activities: (a) advertising, publicizing, or distributing information for the purpose of attracting and welcoming tourists; 0d conducting strategic planning and research necessary to otinoU|8te future tourism development; (c) operating tourism promotion agencies; and (d) marketing special events and festivals designed toattract tourists. ORS 32O.3OO(7), 1.2. "Tourism" means economic activity resulting from tourists. ORS 320.300(6). 1.3.^Tourist noeaDa e person who, for buaness, okeaauna, reoreation, or participation in exanie related tuthe ada' heritage, or culture, travels from the ounnnnUnhn inwhich that person is a resident to o different community of residence, and that trip (a) requires the person to travel more than 50 miles from the community of residence; or (b) includes an overnight stay, {}RG32O.3UO/1U\. 2. Effective Date and Duration: This Agreement shall become effective onJuly 1.2O25.|t shall remain in effect for one (1) year, ending June 30. 2026' unless sooner terminated as specifically provided herein. There will be an option for renewal for an additional one (1) year ending June 30, 2027. The City must notify the Consultant of renewal at least three (3) months inadvance ofexpiration ofagreement. 3' Compensation: City shall pay Consultant the sum listed anthe "Contract Amount" under the Contract GUnnrnory 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. 4. Consultant Obligations: 4.1.Administrative and Management Functions. The City recognizes that the Consultant is an entity of the Ashland Chamber of Commerce, DBA Travel Ashland. Consultant shall provide day-to-day management activities including the planning and acquisition of oervioen, equipnnent, supplies and facilities to fulfill the requirements of this agreement, Conau||8D1 ohuU be responsible for maintaining capable and competent staff, including no8DeAenment staff. Consultant executive staff ordesignee GheU attend any City Council meetings as directed by City Council to provide Updateo, information, orother data OD Travel Ashland plans and services. Of the total contract amount of $450,000.00, no more than Q225'000.00 shall be allocated toward oa|ariea, fringe bena5ta, rent' uti|itime, accounting aen/icee, and insurance incurred in the performance ofthis Agreement. The Page 2of15Personal Services Agreement Between the City ofAshland and Ashland Chamber mf remaining funds ShmU be used for marketing activities and [elated market reSearoh, advertising c@DnpoigOS. content Creodon, outreach endeaxona, and other marketing- related 4.2. Governance. 4.2.1.The City recognizes that the Consultant has created the Travel Ashland Advisory Committee for the purpose ofoffering travel 8hospitality expertise, support, counsel and direction to Consultant. 4.2.2. The TAACshall consist Oftwelve (12)members which shall represent the lodging and other tourism industries with no one industry having a majority membership. 4i23. Purpose and Mission, Chair, Duties, and other Membership procedures are to follow those outlined in Exhibit C — Governance Policies & Procedures. 4.2.4. The TACC shall assist in the development of, and review and approve the Travel Ashland annual marketing plan and budget. 4.2.5. The City will m liaison to the TAAC to attend monthly meetings and report back tOCity Council. 4.3.Repoding' The following are agreed upon procedures to determine Consultant's compliance with this agreement. 4.31 Budget. m Consultant shall submit anannual budget tothe City for review bvMay 1for the fiscal period that will begin on July 1 for each year of the agreement. w Consultant shall submit a carryover budget allocation report by March 30. The TAACwill review and approve the allocation ofcarryover funds. w Consultant must otall times identify aseparate bank account from the Ashland Chamber of Commerce to identify receipts and disbursements of funds paid and received under this contract. Any difference in the eOn0Un[G paid and received shall bonoted and explained. 4.3.2. Reporting. * Consultant shall report the total of all funds disbursed by line item under this agreement and identified in Exhibit A — Consultant's Services and Section 4.1 Administrative and Management Functions by June I each year. This total shall be compared tothe total amounts received from the {|ih/ and the differences shall becomputed. Page 3 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of ^ Consultant shall provide its financial statement for each year (ending June 30 to City, with a comparison to the proposed budget in Section 4.3.1 above. m The actual amounts shall be traced to the Consultant's general ledger, and the budget annUUnte shall be compared to the proposed budget required by this agnearn8nL � The actual amounts shall becompared by classification to the total amounts by classification that were examined under Exhibit A — Consultant's Gan/ices and Section 4.1 Administrative and Management Functions and compute the * The funds that were received but were not spent bvJune 3Oufeach year shall be incorporated in the budget for the following year. ° Consultant shall report quarterly tothe CITY including financial reports provided to TAAC. A Study Session will be scheduled at the discretion of the Council. 4.3.3. Audit. Consultant shall provide the City with acertified financial statement audit sk the City's request. The City shall provide one -hundred twenty (120) day notice of the naqUoet. The audit shall be performed by on 000OUDting firm selected by the City in e0000donue with professional standards. This firm shall not have a current contractual relationship with the Chamber or be a member of the Chamber. The cost ofthe audit will beborn bythe Consultant. 4.3.4. Access tuRecords. Consultant shall maintain for atleast six KByears all books, Uoounmenta, papers, and records which are pertinent to the services provided under this agreement for purposes of audit, examination, excerpts, and transcripts. The City Manager or their designee may examine during Oornno| business hours the books and accounting records of Consultant after notifications to Consultant. Information regarding the contents of books, paper, and accounting records shall be considered confidential, provided that nothing shall prevent disclosure to other Ashland officials for the purpose ofenforcing any provisions ofthis agreement. 4.4.Independent Contractor Status. Consultant is an independent contractor and not an employee ofthe City for any purpose. Consultant shall have the complete responsibility for the performance ofthis Agreement. Consultant shall provide workers' compensation coverage as required in ORS Cheptar85O for all persons employed to perform Work pursuant tuthis Agreement. Consultant ie8subject employer that will comply with ORS 656.017. 4.5. Qualified Work. Consultant has represented, and bx entering into this Agreement now represents, that all personnel assigned totheWorktobe performedunder this Agreement are fully qualified to perform the services to which they will be assigned in a skilled manner Page 4wf15Personal Services Agreement Between the City ofAshland and Ashland Chamber mf and. if required to be registered, licensed, or bonded by the State of Oregon, are SV registered, licensed, or bonded. 4.8. Work Performance Obligation. Consultant shall, at its own risk, perform the Work described in the Description of Services and in the Supporting Documents and, unkaaa otherwise specified iDthis Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 5. Insurance: Consultant shall, at its own expense, maintain the following insurance: 5.1.VVmrkor'a 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. 5.2. Professional Liability insurance with a combined single |imit, or the equivalent, of not less than $2.008.UOO(two million dollars) per occurrence. This iatocover any damage caused by error, omission or negligent acts related to the Work to be provided under this Agreement. 5.3. General Liability insurance with a combined single limit, or the aquiva|ent, of not |een than $2.U00'U8U(two million dollars) per occurrence for Bodily Injury, Deoth'andPruperty Damage. 5.4. Automobile Liability insurance with a combined single |innii, or the equivo|ent, of not less than $2.O0U,OOO(two million dollars) for each accident for Bodily Injury aDdPn}pehv Omnnage. including coverage for owned, hired O[non-owned vehicles, as applicable. 5.5.yNuticm of cancellation or change. There shall be no canoeUaUon, material nhange, 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. 5.8.^4dd8tiung| Insured/Certificates of Xnmunencm' Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees aaAdditional 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 o0Va[8g8s required by this Agreement, the CoOSU|t3Dt 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 companies orentities are subject tuthe City'oacceptance. |frequested, 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. 6. Termination: Page 5mf1SPersonal Services Agreement Between the City mf Ashland and Ashland Chamber of 6.1. Mutual Consent, This Agreement may be terminated at any time by the mutual consent of both parties. 6.2. Ckv'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. 6.3. For Cause. City may terminate or modify this Aonaement, in vvho|a or in pad, 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, otate, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity ofservices; or * If federal or state regulations or guidelines are modified, changed, or interpreted in such a vvoy 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 bvthis Agreement; or m |fany license urcertificate required bylaw orregulation tobeheld by Consultant LO provide the services required by this Agreement iafor any reason denied. revoked, suspended, ornot renewed. 6.4.Ror Default mrBreach. 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 byawritten notice oftermination bythe party giving notice. 0/4.1. The Consultant shall be|ndefault ofthis Agreement ifConsultant: 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. 6.5. Obligation/Liability ofParties.Termination or modification of this Agreement pursuant to subsections 5.1. 5.2, or5.3 above ohoU be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice oftermination (regardless ofvvhathersuch notice is given pursuant to subsection 5.1. 5.2. 5.3. or 5.4 of this section. Consultant ohoU immediately cease all activities under this Agreenomnt. Un|eoe expressly directed Page Gof1SPersonal Services Agreement Between the City ofAshland and Ashland Chamber of otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all documents, infVDn81iOD, works -in -progress and other property that are nrwould bedeliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the to[n8iDotiOD date if such Work was performed in accordance with this Agreement. O.O.The rightsandrenledieS8fCitv provided inthis subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 7, Indemnification: Consultant hereby agrees to defend, indemnify, sava, and hold Citv, its offioerS, employees, and agents harmless from any and all |oaSeo. olaiQnS. 8Chono, costs, expenses, judgments, orother 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 ennp|oyaeo, ogents, and others designated by Consultant to perform Work or oan/icoe attendant to this Agreement). However, Consultant shall not be held responsible for any |oaaee, expenmeo, o|eimna. uonta. judgments, or other damages, caused solely bvthe gross negligence ufCity. 8- Consultant's Compliance with Tax Laws: Consultant represents and warrants to the City that: Consultant shall oUnOpk/ with all {}rGg0D tax lav/a, including but not limited to ORS 305.620' ORS 305.380(4). and {}RG Choota[e 318' 317. 318, in addition to any rules, ragu|otiunS. charter prOxiaiuno, or ordinances that implement or enforce any of the foregoing tax laws or provisions and any tax provisions imposed by G political subdivisions of the State of Oregon. 9. Living Wage Requirements: If the amount of this Agreement is $26.428.05 or more. Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying G living vvaga' as defined in that chooter, to all employees performing Work under this Agreement and to any Subcontractor who pedbrrna 5096 or more of the Work under this Agreement. Consultant is also required to post the DOtiC8 attached hereto as ''Exhibit B" predominantly inareas where itwill beseen bvall employees. 10.Qotice: 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 rnai|. [otUrD receipt nequeeted, postage prepaid, or by a|outrUDiC8Uy confirmed at the addresses set forth onpage one ofthis agreement with 8copy to: CdvofAahkand—LegcUOeoartmeD 20 E. Main Street Ashland, Oregon Q752O Phone: /541\48O-535U 11. General Provisions: Page 7 of15Personal Services Agreement Between the City of Ashland and Ashland Chamber of 11.1. 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 C|tv'efiscal 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 Orother expenditure authority, City may terminate this Agreement without penalty orliability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. 11.2. Statutory Requirements: The following laws ofthe State ofOregon are hereby incorporated bvreference into this Agreement: ORS 27SB.22O.27AB230and 27913.235. 11.3. Nondiscrimination: Consultant agrees that no person shall, on the grounds of nsoa, color, naUg|on, creed, oex, marital etatua, hannUie| status or domestic padnerahip, national ohgin, oga' mental or physical disability, sexual 0rientaUon, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed byConsultant. Consultant agrees tocomply with all applicable requirements offederal and state civil rights and rehabilitation statutes, rules and regulations. Further, Consultant agrees not todiscriminate against a disadvantaged business enterprise, minority -owned business, woman -owned business, a business that a service-d isa bled veteran owns or an emerging small business enterprise certified under ORS 200.055. in awarding subcontracts as required by ORS 278A.11O. 11.4. 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 ShmU be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal oourt, 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, orits venue transferred, as appropriate, aoantoeffectuate this choice of venue. 12.Q0mrgar: 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, oonsent, modification or change' if made, shall be effective only in the specific instance and for the specific purpose given. There are nounderstandings, agreements, orrepresentations, Page 8 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of oral Orwritten, not specified herein regarding this agreement. Consultant, bvsignature ofits authorized napreeento[ive, hereby acknowledges that he/she has read this agreement, understands it, and agrees tobebound bvits terms and conditions. WITNESS WHEREOF, the parties have executed this Agreement intheir respective names by their duly authorized representatives eoofthe dates indicated below. This Agreement may bm executed in two counterparts, each of which shall be deemed an original, with equal force and effect aeifexecuted inmsingle document. City of8ah| Sabrina Cotta, City Manager �4 / t I /T-S Purchase Order No. Ashland Chamber ofCommerce, DBA7rava Signature Printed Name By - &��is to/esubmitted with this signed Agreement) Page Sof15Personal Services Agreement Between the City ofAshland and Ashland Chamber of 10M 1 . Tourism Promotion Activities. Consultant shall promote Ashland as a destination for tourists and visitors. Consultant shall coordinate its Travel Ashland tourism promotion activities, as appropriate, with other organizations such as Travel Southern Oregon, Travel Oregon, Oregon Shakespeare Festival, and other visitor promotion entities. 2. Visitor Guide. Consultant shall produce and distribute the Annual Visitor Guide. 3. Visitor Information Center. Consultant shall provide information and services for visitors in at least one Visitor Information Center(s) designated and operated by Consultant. This includes daily management, staffing, complete and updated brochures, and information provided in a friendly, attractive atmosphere. 4. Business Marketing Program. Consultant shall design and pilot a business marketing program that helps local businesses better market to and attract visitors. - 5. Data, Analytics, and Research. Consultant shall conduct market research to (a) measure advertising effectiveness, and (b) determine the best use of the transient lodging tax funds paid to Consultant by City through methods such as: a. Geographic data and spending data b. Surveys and visitor profiles collected from users of the visitor center(s) c. Surveys and visitor profiles of attendees and participants at events d. Surveys conducted via Travel Ashland and associated websites Market research may also be conducted in consultation with Travel Oregon, Travel Southern Oregon, the City of Ashland, the Travel Ashland Advisory Committee, and/or other organizations and entities, as appropriate. 6. Reporting and Documentation a. Quarterly Report. Consultant shall submit quarterly reports summarizing activities performed in the previous quarter, progress against objectives, and any notable outcomes. Reports must include: i. # Visitor days & trips ii. '4 Available rooms Occupancy Rate Average Daily Rate v. Dollars spent by commodity category Visitor Demographics Page 10 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of Commerce Exhibit A b. Annual Report. At the conclusion of each fiscal year, Consultant shall prepare an Annual Performance and Results Report detailing overall accomplishments, insights from research, and recommendations for future efforts. Report must include: i. Number of events supported ii. Advertising metrics (impressions/exposure, engagements, website visits) iii. Visitor Guide leads/requests/fulfillment iv. Visitor Information Center interactions (calls, emails, inquiries, traffic, engagement programs, etc.) v. Marketing campaign effectiveness (trips generated, tickets booked, click throughs, etc.) a.0 I T Y Of ASHLAND Page 11 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of Commerce a a uity of Ashlani' LIVING For all hours worked under 8 service contract between their employer and the City of Ashland ifthe contract exceeds $28.429.G5Ormore. For all hours worked in month, Uthe employee spends 5O%V[more 0fthe employee's time inthat month per hour, effective June 30, 2024. The Living Wage is adjusted annually every June 30 by the Consumer Price Index. working OO8project 0[ portion of the business of their employer, ifthe employer has ten O[more employees, and has received financial assistance for the project o[business from the City 0fAshland over $26.429.65. � Ktheir employer isthe City of Ashland, including the Parks and Recreation Department. )� In S8|CU|8bOg the living wage, employers may add the value 0fhealth care, retirement, 4O1K.and IRS eligible cafeteria plans (including childcare) benefits Nthe employee's amount of wages. )p Note: For temporary and part-time employees, the Living Wage does not apply tDthe first 104Ohours worked iOany calendar year, For more details, please see Ashland /NUOiCip8| Code Section 3.12.020. ror�odditlonal information-. Call the Ashland City Manager's office at 541-488-60020[write tothe 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. Page 12 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber Exhibit C TRAVEL ASHLAND ADVISORY COMMITTEE POLICIES AND PROCEDURES PURPOSE AND MISSION The purpose of the Travel Ashland Advisory Committee (committee) is to offer travel & hospitality expertise, support, council and direction to Travel Ashland, and the Board of Directors of The Chamber (the "Board"). The mission of the Committee is to increase and create a steady volume of visitation, lodging occupancy and enhance the overall visitor experience by promoting Ashland as an unmatched travel destination, thereby strengthening the local economy. This is an advisory Committee and is not a voting entity. Should there be a recommendation from the Committee to take a specific action, the director will relay that recommendation to the Chamber Board for final approval. CHAIR The Chair shall be appointed by the director of Travel Ashland and serve a two (2) year term and up to two (2) terms totaling four (4) years. The two (2) year term of office will be November I through October 31st of the next year. kvid 4 ITA 1.14 I*m 40 1 N Committee members will provide input and feedback prior to the director's appointment of new Committee members. The membership of the Committee shall be recommended by the director and Chair of the Committee. The Committee shall consist of twelve (12) members and shall include members representing the lodging industry and other tourism industries, with no single industry having majority representation. Committee member terms shall be three (3) year terms that can be renewed once serving up to six (6) years total. The implementation of these terms will commence July 1st, 2025 with a phased approach to retain institutional industry knowledge. The City of Ashland will annually provide an appointed City Council Liaison to attend monthly meetings and report back to the City Council. Attendance includes staff that oversees Visitor Information Services and Chamber staff where relevant. Page 13 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of Commerce The Committee will meet monthly o[more often OSneeded, [Oapprove minutes, review and monitor the Travel Ashland quarterly financial reports, to accept monthly director, analytic and visitation reports from the director ofTravel Ashland and its team and review and monitor the progress of the promotional programs of Travel Ashland. The Committee will provide monthly insight from their respective industries. The director will review the annual Travel Ashland budget with the Committee. It will be the Travel Ashland director's responsibility towork with the Chair to SChgdU|e the monthly meetings and plan the agenda, The Chair will conduct the meetings. The director will represent the Committee before the ChOOlba[ Board, the Ashland City Council and other public agencies aamay berequired tocarry out the purpose and rniosiOD of Travel 4Sh|ODd and the oOrnrnitLee. if any Council member is absent for more than six (6) regular meetings during the fiscal year, or is absent for more than four (4) consecutive meetings, the seat Ofthat Council member shall b8declared vacant. Submitted May 2025 Page 14of15Personal Services Agreement Between the City ofAshland and Ashland Chamber of Commerce Exhibit D 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. (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. �Ms (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (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. (5) Labor or services are performed for two or more different persons within a period of one year. w (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, errors an d omission (professional liability) insurance or liability insurance rela ' g Ito theo services to be provided. Consultant's signature Date Page 15 of 15 Personal Services Agreement Between the City of Ashland and Ashland Chamber of Commerce POLICY CHANGE DOCUMENT POLICY NO.: PHPK2654685-010 Philadelphia Indemnity Insurance Companyl 1794 Reinholdt & O'Harra Insurance NAMED INSURED Ashland Chamber of Commerce MAILING ADDRESS PO Box 1360 Ashland, OR 97520-0046 POLICY PERIOD: FROM 02/03/2025 TO 02/03/2026 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 05/21/2025 CHANGE # 1 QDUI RHWM" 1 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: Additional Insured: City of Ashland, Oregon, and its elected officials, officers and employees Per attached Schedule Path ID 18545188 Total Annual Additional/Return Premium $ COUNTERSIGNED (Date) 05/27/2025 Issue Date Total Prorate 0.00 Additional/Return Premium $ 0.00 NO CHANGE NO CHANGE BY (Authorized Representative) Insurance Policy Page 1 of 1 PI-AI-SCH (08/20) Philadelphia Indemnity Insurance Company Additional Insured Schedule Policy Number: PHPK2654685-010 Additional Insured City of Ashland, Oregon, and its elected officials, officers and employees 20 E Main St Ashland, OR 97520-1814 OR - Loc #ALL - ADDL INS PRIMARY & NON-CONTRIBUTORY INS PI-AI-SCH (08/20) Page 1 of 1 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. •10 E401:41 . •. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 05/21/2025 Name of Person or Organization (Additional Insured): City of Ashland, Oregon, and its elected officials, officers and employees SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ACOR" CERTIFICATE OF LIABILITY INSURANCE L...-� DATE (MMIDD/YYYY) 05/22/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Reinholdt & O' Harra Insurance 1756 Ashland Street CONTACT NAME: Rebecca McGregor A/CNNo Ext: (541)482-1921 FAX No: (541)833-2333 E-MAIL E-MAIL ADDRESS: award@reinholdtins.com Ashland, OR 97520 INSURER(S) AFFORDING COVERAGE NAIC # License #: 800442 INSURERA: Philadelphia IndemniInsurance Company INSURED INSURER B Ashland Chamber of Commerce INSURERC: P O Box 1360 INSURER D Ashland, OR 97520 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 00000660-1365405 REVISION NUMBER: 46 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y PHPK2654685-010 02/03/2025 02/03/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE F�vl OCCUR J DAMAGE TO RENTE PREM SES (E. occurrD.r ce)$ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY D PRO- JECT LOC �( PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y PHPK2654685-010 02/03/2025 02/03/2026 MBIED (CEO, a.,den1SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY A X UMBRELLA LAB X OCCUR Y PHUB900327-010 02/03/2025 02/03/2026 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 EXCESS LAB CLAIMS -MADE DED I X I RETENTION $ 10000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds (as per form PI-AS-010 (04/04) 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 E Main St Ashland, OR 97520 AUTHORIZED REPRESENTATIVE REB ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Printed by REB on 05/22/2025 at 11:41AM PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company