HomeMy WebLinkAbout2026-086 AGRMT ZCS Inc. - Engineering review and site observations Docusign Envelope ID;F3C621AA-0098-8DC4-805E-194877F4B7BD
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A.S H LAND Personal Services Agreement
City Information Consultant Information
City of Ashland Firm Name: ZCS Inc.
Attm Fared Wolfe Contact: Stephen Chase
20 East Main St. Address: 45 Hawthorne St#5
Ashland, Oregon 97520 Medford, OR 97501
Phone:541-488-5587 Phone: 541-500-8588
Email: jared.wolfe@ashland.or.US Email: stephenchase@zcsea.com
Contract Summary
Procurement Method: Direct award
Completion Date: 10/6/2026
Contract Amount: 2500 not to exceed
Description of services: Engineering review and site observations
Supporting Documents: Proposal Dated: 06/24/2026
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.
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 I herein signify
acknowledgment and agreement to this provision, if applicable, or if not sign-NI/K.
Consultant's services are collectively referred to in this Agreement as the "Work."
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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.
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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
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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.
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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 $27,861.00 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:
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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.
102 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, 2798,230 and
2795.235.
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
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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.
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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: ZCS Inc. (Consultant)
By. SWned by:
C t,aS a�
{ 334F25099341>7...
Signature
� •21. Zd2
Sylas Allen
Date
Printed Name
Managing Principal, PE
Title
Purchase Order No.
711312 a26
Date
(15-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
City Attorney
Date
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CITY OF OREGON
City of Ashland
LIVING
a • • - WAGE
r- • • r
• per hour, effective June 30, 2026.
The Living Wage is adjusted annually every
June 30 by the Consumer Price Index.
portion of the business of 401 K, and IRS eligible
their employer, if the cafeteria plans(including
employer has ten or more childcare) benefits to the
employees, and has received employee's amount of wages.
Y For all hours worked under a financial assistance for the
service contract between their project or business from the > Note: For temporary and
employer and the City of City of Ashland over$27,861; part-time employees, the
Ashland if the contract Living Wage does not apply
exceeds $27,861 or more. > If their employer is the City of to the first 1040 hours worked
Ashland, including the Parks in any calendar year. For
Y For all hours worked in a and Recreation Department, more details, please see
month, if the employee Ashland Municipal Code
spends 50% or more of the In calculating the living wage, Section 3.12.020.
employee's time in that month employers may add the value
working on a project or of health care, retirement,
For r r r 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 www.ashlandoregon.gov.
Notice to Employers: This notice must be posted in areas where it can be seen by all employees.
_,-1- ----,CITY OF
-AS H LA N D
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Exhibit C
Certif1cationslRepresentations: 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 duty 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.
(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.
$40w4 ay:
$ s QLG..u.
4 "''s—'i'Ul..
Consuitan s signature
7/13/2026
Date
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zzcs - - www.zcsea.com
June 24, 2026
Jared Wolfe I Project Manager
City of Ashland Public Works
20 East Main Street
Ashland, OR 97520
Reference: Ashland Public Works Structure-Building Assessment
Subject: Construction Administration Services ASA#1
We appreciate the opportunity to prepare this proposal for the additional professional services to assist
with the repair for the public works truck building columns located at 1155 E Main Street, Ashland, OR
97520 as outlined in our building assessment report dated April 17, 2026.
From prior discussions with you and the City,our understanding of the proposed project scope consists
of the following:
Project Scope/Fee
Construction Administration Services:
• Review the column repair drawings prepared by Rogue Iron for general conformance with 2025
OSSC Chapter 34 sections 3408.5.2 and 3408.5.3.
o A site observation of the existing column will be required to verify dimensions provided
by Rogue Iron match the existing column
• Provide site observations and of the existing anchor bolts to determine if repair is required prior
to column installation.
o This observation will need to occur once the existing column has been removed -
o An observation report and repair recommendations as needed will be provided
Total:$2,500
Assumptions and Exclusions
The following services are not included in the above fee proposal but can be provided upon your
request:
• Structural design including calculations are not included. The review of the Rogue Iron drawings
is a dimension verification only
• Temporary shoring design and verification required to remove the existing column and install
the new one
Grants Pass I Kluniath Falls I Medford I Oregon City i
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We have attempted to define our scope of work based on information provided to us at this time. We
are willing to negotiate our scope and fee as required to better suit the objective of the project. Please
review and contact our office if you have any questions or would like to discuss an alternative approach.
Thank you again for inviting us to participate in this project.
Sincerely,
M Atthe PE, SE
Principal
Grunts Pass I Klomoth Falls I Medford I Oregon City 2