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Home My WebLink About1999-178 Agrmt - Fox LawsonCONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made by and between the City of Ashland, Oregon (City) and Fox Lawson & Associates LLC ("Consultant") a limited liability company organized in the State of Minnesota with offices located in Phoenix Arizona at a mailing address of Post Office Box 32985, Phoenix, Arizona 85064-2985. WITNESSETH WHEREAS, Consultant has substantial skill and experience in human resources management, position classification, job evaluation, and compensation; and; WHEREAS, City of Ashland desires to hire Fox Lawson & Associates LLC to conduct a salary study. and Consultant desires to provide services to the City of Ashland; NOW THEREFORE. for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth herein. ARTICLE 1. STATEMENT OF WORK Consultant shall provide professional consulting services as outlined in its proposal to the City of Ashland to conduct a classification and compensation study dated August 23, 1999 with the exception of Task 3, Conduct Position Analysis. Consultant shall receive technical direction and review from, and shall report to, Greg Scoles, Assistant City Administrator, or such other person(s) as the City of Ashland may designate from time to time. ARTICLE 2. COMPENSATION For the complete, satisfactory and timely performance of services provided hereunder, Consultant will be paid a professional fee of not to exceed $20,500 Consulting Agreement -- September 1, 1999 Fox Lawson & Associates LLC Page 2 ARTICLE 3. PAYMENT Consultant shall invoice the City of Ashland as of the last day of each month for all services performed during the preceding month. Invoices shall set forth the work performed and the total invoice amount, and shall be supported by reasonable documentation. The City of Ashland shall pay such invoice within thirty (30) days. ARTICLE 4. INDEPENDENT CONSULTANT STATUS It is understood and agreed that consultant will provide the services under this Agreement on a professional basis and as independent contractor and that during the performance of the services under this Agreement, Consultant will not be considered an employee of the City of Ashland within the meaning or applications of any federal, state or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker's compensation, industrial accident, labor or taxes of any kind. Consultant shall not be entitled to benefits that may be aftbrded from time to time to the City of Ashland employees, including without limitation, vacation, holidays, sick leave, worker's compensation and unemployment insurance. Further, the City of Ashland shall not be responsible for withholding or pay any taxes or social security on behalf of Consultant, Consultant shall be fully responsible for any such withholding or payment of taxes or social security. ARTICLE 5. ASSIGNMENT AND DELEGATION Neither party shall assign or delegate this Agreement or any rights, duties or obligations hereunder without the express written consent of the other. ARTICLE 6. ENTIRE AGREEMENT The following represents the entire agreement between the parties with respect to the subject matter hereof. Should there be conflicts between the documents, the lowest numbered document shall control. This Agreement may be amended only by written instrument signed by both parties. 1. This Agreement. Consulting Agreement - September 1, 1999 Fox Lawson & Associates LLC Page 3 2. Letters of agreement containing mutual agreed upon terms, transmitted after the date of submittal of the response to the Request for proposals (if any). 3. Response to Request for Proposals. 4. Request for Proposals. ARTICLE 7. HOLD HARMLESS Consultant shall indemnify, defend, and hold City of Ashland, its officers, employees and agents harmless from and against any and all damages, expenses, costs and liabilities arising out of Consultant's negligent acts, omissions or wrongful conduct in the course of performance of this Agreement, including, without limitation, the breach or failure of the warranties and representations set forth herein. Should Consultant be requested to provide testimony in court relative to litigation brought against the City of Ashland pursuant to this contract, the City of Ashland shall reimburse the Consultant for time and expenses incurred at the firm's established hourly billing rates for the individuals involved. Should Consultant be required to provide information to participants in litigation against the City. the City of Ashland shall reimburse the Consultant for time and expenses incurred at the firm's established hourly billing rates for the individuals involved. ARTICLE 8. CONFIDENTIAL INFORMATION Consultant shall not use, duplicate or divulge to others any confidential information including, without limitation, trade secrets and the results of any Engagement belonging to or disclosed to Consultant by the City of Ashland in the course of performance hereof without first obtaining written permission from City of Ashland. City of Ashland shall not duplicate or divulge to others any confidential information including, without limitation, proprietary information provided by Consultant for use by the City, without express written authorization of Consultant. Consulting Agreement- September 1, 1999 Fox Lawson & Associates LLC Page 4 ARTICLE 9. TERMINATION AND TERM Either Party may terminate this Agreement by giving written notice to the other, which notice shall be effective 90 calendar days following receipt. Consultant shall be compensated as provided herein for all services performed and expenses incurred prior to the date of termination. Unless earlier terminated, this Agreement shall be in effect for a period of six months from September 1, 1999. ARTICLE 10. WARRANTIES AND REPRESENTATIONS Consultant warrants and represents that neither the execution, delivery nor performance of this Agreement constitutes a breach or violation of any contract or agreement to which it is a party or by which it is in any manner bound. Consultant further warrants and represents that it has no interests or obligations nor dunng the term hereof will he acquire any interests or obligations, which conflict with or hamper its ability to perform as required hereby. Consultant warrants and represents that it will perform any and all services hereunder in a professional and workmanlike manner and that all such work shall be free of errors and defects. Consultant shall immediately correct such error or defect at no additional cost to City of Ashland. This remedy is in addition to any and all other remedies which City of Ashland may have pursuant to this Agreement or otherwise. This warranty is in addition to any warranty that may be implied or imposed by operation of law. ARTICLE 1 I. APPLICABLE LAW This Agreement shall be govemed by, and construed in accordance with, the laws of the State of Oregon. Consulting Agreement September 1, 1999 Fox Lawson & Associates LLC Page 5 ARTICLE 12. PROFESSIONAL LIABILITY INSURANCE. Consultant agrees to maintain $1,000,000 in professional liability insurance throughout the term of this Agreement in such a form and manner as to provide coverage for any and all errors and omissions made during performance of this project. ARTICLE 13. DUE DILIGENCE. The consultant agrees to proceed with performance of the contract with due diligence and complete the contract in a timely manner as provided in the response to Request for Proposals unless completion is delayed by a cause set forth in the specifications and for which timely completion would be excused. ARTICLE 14. TAXES. City of Ashland is a tax-exempt entity and as such, shall not be responsible for payment of any taxes of any type whatsoever. ARTICLE 15. LICENSES, PERMITS, LEGALITIES. Consultant agrees to obtain any and all necessary permits or licenses required to perform the work, to comply with all applicable laws, ordinances, regulations, etc., and to perform the work in a legal manner. Consulting Agreement - September 1, 1999 Fox Lawson & Associates LLC Page 6 ARTICLE 16. CONTACT PERSON. The consultant and the Superior Court may be contacted through the following people. Consultant may change contact people by notifying the other in writing of such change: Consultant: Name: Address: Title: Phone: Fox Lawson & Associates LLC Bruce G. Lawson, CCP PO Box 32985 Phoenix. Arizona 85064-2985 President (602) 840-1070 City: City of Ashland Name: Mike Freeman Address: 20 E. Main Ashland, OR 97520 Title: City Administrator Phone: (541) 488-6002 ARTICLE 17. REMOVAL OF REPRESENTATION. Should the City reasonably object to an individual deployed on the project by consultant, consultant agrees to promptly replace the individual with someone approved by the City. onsulting Agreement-- September 1, 1999 Fox Lawson & Associates LLC Page 7 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives. FOX LAWSON & ASSOCI T3g. L.LC Bruce G. Lawson Partner CITY OF ASHLAND, OR By: ~/~~ Mike Freeman City Administrator PO Box 32985 Phoenix, Arizona 85064-2985 Phone:(602) 840-1070 Employer ID No.: 41-1800060 September 1, 1999 Date City of Ashland 20 E. Main St. Ashland, OR 97520 September 9, 1999 Date Content review by __ on · Legal review by ~ .. on ~'/~{'~'v~