HomeMy WebLinkAbout2024-185 AGRMT Rogue Music Academy GOODS AND SERVICES AGREEMENT (LESS THAN $35,000)
CONTRACTOR: Rogue Music Academy
CITY OF CONTACT: Zachary Sprunger
ASHLAND
20 East Main Street ADDRESS: 221 W. Main St. Medford, OR 97501
Ashland,Oregon 97520
Telephone: 541/488-5587 PHONE: 541-292-4247
Fax: 541/488-6006
EMAIL: admin@roguemusicacademy.com
This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of
Ashland,an Oregon municipal corporation(hereinafter"City")and Rogue Music Academy,(a domestic business
corporation) ("hereinafter"Contractor"), for Adult and Youth Music Lessons.
1. CONTRACTOR'S OBLIGATIONS
1.1 Provide instruction to program registrants in music including guitar, ukulele in a recreational setting as
set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated
herein. Contractor expressly acknowledges that time is of the essence of any completion date set forth
in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be
authorized except in the same manner as herein provided for authority to exceed the maximum
compensation. The services defined and described in the "SUPPORTING DOCUMENTS" shall
hereinafter be collectively referred to as "Work."
1.2 Contractor shall obtain and maintain during the term of this Agreement and until City's final acceptance
of all Work received hereunder, a policy or policies of liability insurance including commercial 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 and Property Damage.
1.2.1 The insurance required in this Article shall include the following coverages:
• Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and products/completed operations coverage; and
• Automobile Liability; and
• Workers' Compensation.
1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and
shall:
• Name as additional insured "the City of Ashland, Oregon, its officers, agents and
employees" with respect to claims arising out of the provision of Work under this
Agreement;
• Apply to each named and additional named insured as though a separate policy had been
issued to each,provided that the policy limits shall not be increased thereby;
• Apply as primary coverage for each additional named insured except to the extent that two
or more such policies are intended to "layer" coverage and, taken together, they provide
total coverage from the first dollar of liability;
• Contractor shall immediately notify the City of any change in insurance coverage.
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• Contractor shall supply an endorsement naming the City,its officers,employees and agents
as additional insureds by the Effective Date of this Agreement; and
• Be evidenced by a certificate or certificates of such insurance approved by the City.
1.3 Contractor shall, at its own expense, maintain Worker's Compensation Insurance in compliance with
ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of
its subject workers.
1.4 Contractor 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 this
Agreement when employed by Contractor. Contractor agrees to comply with all applicable requirements
of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor
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.
1.5 In all solicitations either by competitive bidding or negotiation made by Contractor for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each
potential subcontractor or supplier shall be notified by the Contractors of the Contractor's obligations
under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination
laws.
1.6 Living Wage Requirements: If the amount of this Agreement is $25,335.05 or more, Contractor 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. Contractor is also required to post the notice
attached hereto as "Exhibit A" predominantly in areas where it will be seen by all employees.
1.7 Assignment: Contractor shall not assign this Agreement or subcontract any portion of the Work to be
provided hereunder without the prior written consent of the City. Any attempted assignment or
subcontract without written consent of the City shall be void. Contractor 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 the City of any assignment or subcontract shall not create any contractual relation between
the assignee or subcontractor and the City.
2. CITY'S OBLIGATIONS
2.1 City shall pay Contractor 70%of total registration fees collected for associated music instruction classes
instructed by Contractor as provided herein as full compensation for the Work as specified in the
SUPPORTING DOCUMENTS.
2.2 In no event shall Contractor's total of all compensation and reimbursement under this Agreement exceed
the sum of$35,000 annually without express, written approval from the City official whose signature
appears below, or such official's successor in office. Contractor expressly acknowledges that no other
person has authority to order or authorize additional Work which would cause this maximum sum to be
exceeded and that any authorization from the responsible official must be in writing. Contractor further
acknowledges that any Work delivered or expenses incurred without authorization as provided herein is
done at Contractor's own risk and as a volunteer without expectation of compensation or reimbursement.
Page 2 of 5: Goods and Services Agreement between the City of Ashland and Rogue Music Academy
3. GENERAL PROVISIONS
3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from
Contractor and is free to procure similar types of goods and services from other Contractors in its sole
discretion.
3.2 Contractor is an independent contractor and not an employee or agent of the City for any purpose.
3.3 Contractor is not entitled to,and expressly waives all claims to City benefits such as health and disability
insurance,paid leave, and retirement.
3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject
matter hereof. It supersedes all prior agreements, negotiations, and representations between the parties,
whether written or oral.
3.5 This Agreement may be amended only by written instrument executed with the same formalities as this
Agreement.
3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement:
ORS 27913.220, 27913.230 and 27913.235.
3.7 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.
3.8 Contractor shall defend, save, hold harmless and indemnify the City and its officers, employees and
agents from and against any and all claims,suits,actions,losses,damages, liabilities,costs,and expenses
of any nature resulting from, arising out of, or relating to the activities of Contractor or its officers,
employees, contractors, or agents under this Agreement.
3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance
caused by acts of God, strikes,lockouts, accidents, or other events beyond the control of the other or the
other's officers, employees or agents.
3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,
such provision shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the
intent of Contractor and the City set forth in this Agreement.
3.11 Deliveries will be F.O.B destination. Contractor shall pay all transportation and handling charges for the
Goods. Contractor is responsible and liable for loss or damage until final inspection and acceptance of
the Goods by the City. Contractor remains liable for latent defects, fraud, and warranties.
3.12 The City may inspect and test the Goods. The City may reject non-conforming Goods and require
Contractor to correct them without charge or deliver them at a reduced price, as negotiated.If Contractor
does not cure any defects within a reasonable time, the City may reject the Goods and cancel this
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Agreement in whole or in pact. This paragraph does not affect or limit the City's rights, including its
rights under the Uniform Commercial Code, ORS Chapter 72 (UCC).
3.13 Contractor represents and warrants that the Goods are new, current, and fully warranted by the
manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from
defects in labor, material and manufacture. Contractor shall transfer all warranties to the City.
4. SUPPORTING DOCUMENTS
4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are
collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:"
• The Contractor's complete written program proposals dated February 2, 2024
• City's Summer 2024 P1ayGuide Program Descriptions
4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually
complimentary 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 SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the
SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order
listed in Article 4.1.
5. REMEDIES
5.1 In the event Contractor is in default of this Agreement, City may, at its option, pursue any or all of the
remedies available to it under this Agreement and at law or in equity, including, but not limited to:
5.1.1 Termination of this Agreement;
5.1.2 Withholding all monies due for the Work that Contractor has failed to deliver within any scheduled
completion dates or any Work that have been delivered inadequately or defectively;
5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or
injunctive relief;
5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue
any remedy or remedies singly, collectively, successively or in any order whatsoever.
5.2 In no event shall City be liable to Contractor for any expenses related to termination of this Agreement
or for anticipated profits. If previous amounts paid to Contractor exceed the amount due, Contractor
shall pay immediately any excess to City upon written demand provided.
6. TERM AND TERMINATION
6.1 Term
This Agreement shall be effective from the date of execution on behalf of the City as set forth below
(the "Effective Date"), and shall continue in full force and effect until terminated as provided in
Subsection 6.2.
6.2 Termination
6.2.1 The City and Contractor may terminate this Agreement by mutual agreement at any time.
6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement
for any reason deemed appropriate in its sole discretion.
6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior
written notice if the cause is not cured within that fourteen (14) day period after written notice.
Such termination is in addition to and not in lieu of any other remedy at law or equity.
Page 4 of 5: Goods and Services Agreement between the City of Ashland and Rogue Music Academy
7. 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, or
by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the
address set forth below:
If to the City:
City of Ashland—Ashland Parks and Recreation Commission
Attn: Lonny Flora
1195 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5340
With a copy to:
City of Ashland—Legal Department
20 E. Main Street
Ashland, OR 97520
Phone: (541) 488-5350
If to Contractor:
Rogue Music Academy
Attn: Zachary Sprunger
221 W. Main St.
Medford, OR 97501
Phone : (541) 292-4247
8. WAIVER OF BREACH
One or more waivers or failures to object by either party to the other's breach of any provision,term,condition,
or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether
or not of the same nature.
9. CONTRACTOR'S COMPLIANCE WITH TAX LAWS
9.1 Contractor represents and warrants to the City that:
9.1.1 Contractor shall,throughout the term of this Agreement, including any extensions hereof, comply
with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to
Contractor; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.1.2 Contractor further certifies that contractor is not in violation of any Oregon tax laws referenced
in ORS 305.380(4).
9.2 Contractor's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of
any political subdivision of the State of Oregon shall constitute a material breach of this Agreement.
Further, any violation of Contractor's warranty, as set forth in this Article 9, shall constitute a material
breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this
Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity.
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IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names
by their duly authorized representatives as of the dates set forth below.
CITY OF HLAND- Zachary Sprun e 'TRACTOR):
By: C B
Signature . ' Jnature
Printed Name Print d N t ,,e��/I / �
Title Aide
q1Z 6116
Date Date
(W-9 is to be submitted with this signed Agreement)
Purchase Order No.
Page 6 of 5: Goods and Services Agreement between the City of Ashland and Rogue Music Academy
DATE(MM/DD/YYYY)
ACOR" CERTIFICATE OF LIABILITY INSURANCE
07/17/2024
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 CONTACT
NAME:
HISCOX Inc. PHONE ggg 202-3007 FAX
5 Concourse Parkway E-MAIL
Ext: ( ) we No
Suite 2150 ADDRESS: contact@hiscox.com
Atlanta GA,30328 INSURERS AFFORDING COVERAGE NAIC#
INSURERA: Hiscox Insurance Company Inc 10200
INSURED
INSURER B
Rogue Music Lessons And Studios LLC INSURER C:
221 West Main Street 2nd Floor
Medford,OR 97501 INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
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 CONTRACT OR 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP
LTR INSD WVD POLICYNUMBER MM/DDNYYY MM/DD/YYYY LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000
CLAIMS-MADE [XI OCCUR DAMAGE TO RENTED
PREMISES Ea occurrence) $ 100,000
MED EXP(Any one person) $ 5,000
A Y P100.062.796.6 01/24/2024 01/24/2025 PERSONAL&ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000
X POLICY❑JECT LOC PRODUCTS-COMP/OP AGG $ SIT Gen.Agg.
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED
AUTOS AUTOS BODILY INJURY(Per accident) $
NON-OWNED PROPERTY DAMAGE $
Ii, HIRED AUTOS AUTOS Per accident
�, $
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB HCLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA
E.L.EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
City of Ashland are listed as an additional insured as per the policy terms and conditions.
CERTIFICATE HOLDER CANCELLATION
City of Ashland
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE /
,
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