HomeMy WebLinkAbout1995-162 Grant - Chamber CITY OF ASHLAND GRANT AGREEMENT
Agreement made ¢"~ d¢,~.~ ~ (-~- ¢l. ~ between the City of Ashland
("City") and Ashlan;d Chamber of Commerce ("Chamber").
RECITALS:
A. City has entered into an intergovernmental agreement with the Oregon
Department of Energy ("ODOE"), Agreement No. 197033 for the placement of a
Resource Conservation Manager ("RCM") in the community ("the ODOE agreement").
A copy of the ODOE agreement is attached and marked Exhibit A.
B. The City has the authority under the ODOE agreement to contract with the
Chamber for the Resource Conservation Manager.
C. City and Chamber enter into this agreement to bind Chamber to the terms
and conditions in the ODOE agreement.
City and Chamber agree:
1. ODOE Funds: Upon receipt of the funds from the ODOE agreement, City agrees,
subject to the terms and conditions of this agreement, to provide these funds to
Chamber on the following basis: Statements shall be prepared by the Chamber in
advance and submitted by the tenth of the month for work to be completed in the
subsequent three months. Payments shall be made within 20 days of the date of the
statement. Should the contract be prematurely terminated, Chamber will refund any
advance payment made for work not yet performed as of the date of termination.
2. Chamber's obligations: Chamber shall comply with the terms and conditions
imposed upon City in the ODOE agreement and specifically shall perform, on behalf of
City, the requirements contained in the "Statement of Work" which is attached as
Exhibit A in the ODOE agreement.
3. Use of ODOE funds: The use of the ODOE funds by Chamber is expressly limited
to the activities specified in the ODOE agreement.
4. Unexpended funds: Any ODOE funds held by the Chamber after this agreement is
terminated shall be returned to City within 20 days of the termination.
5. Inspection: City and its agents may, at any and all reasonable times, during the
term of this agreement, inspect the work of the RCM for any purpose arising from the
performance of this agreement.
6. Assigns: The respective successors and assigns of Chamber shall be bound to
observe the terms of this agreement.
1-Chamber/ODOE Agreement (p:agree\chamber2.k)
7. Records: Chamber shall give City and any authorized representative of the City
access to and the right to examine all books, records, papers or documents relating to
the RCM.
8. Indemnification: Chamber shall defend and indemnify City against all claims, liens,
demands, encumbrances or litigation arising directly or indirectly out of Chamber's
operation and use of the RCM or use of ODOE funds, and shall reimburse City for all
loss, damage and expense which it may suffer by reason of such claims, liens,
encumbrances or litigation. Chamber shall be responsible for and shall defend and
indemnify City against any cost, liability or expense arising out of any injuries to
persons or property resulting from the use and operation of the RCM.
9. Independent Contractor Status: Chamber is an independent contractor and not an
employee of City. Chamber shall have the complete responsibility for the performance
of this agreement and the RCM. Chamber shall provide workers' compensation
coverage for all persons employed to perform work covered by this contract. Chamber
is a "subject employer" as defined in ORS 656.005 and shall comply with ORS 656.017.
Prior to commencing any work pursuant to this contract, Chamber shall provide City
with a certificate of insurance certifying that the RCM is covered by the Chamber's
workers compensation insurance.
10. Waiver: Failure of either party to insist upon the strict performance of the terms,
covenants and conditions of this agreement shall not constitute or be construed as a
waiver or relinquishment of such party's right to thereafter enforce such term,
covenant or condition, but the same shall continue in full force and effect.
11. Default: Time is of the essence of this contract. A default shall occur under any
of the following circumstances:
11.1. Failure of Chamber to perform any other obrigation contained in this
agreement within 30 days after notice from City specifying the nature of the default or,
if the default cannot be cured within 30 days, failure within such time to commence
and pursue curative action with reasonable diligence; or
11.2. Determination by the City that significant corrective actions are necessary
to protect the integrity of the ODOE funds, and those corrective actions are not, or will
not be made within a reasonable time; or the Chamber (1) applies for or consents to
the appointment of, or the taking of possession by, a receiver, custodian, trustee or
liquidator, (2) admits in writing its inability, or is generally unable to pay its debts as
they become due, (3) makes a general assignment for the benefit of its creditors, (4)
commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter
in effect), (5) is adjudicated a bankrupt or insolvent, (6) files a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-
up, or composition or adjustment of debt, or (7) fails to controvert in a timely and
appropriate manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under such Bankruptcy Code;
2-Chamber/ODOE Agreement (p:agree\chamber2.k)
12. Remedies on Default: In the event of a default, City may take any one or more of
the following steps:
12.1. Specifically enforce the terms of this contract by suit in equity.
12.2. Pursue any or all of the remedies available at law or in equity. Such
remedies may include, but are not limited to, termination of the agreement, stopping
payment on the grant and payment of interest earned on the grant to City.
13. Amendments: The terms of this agreement will not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by the
parties. Such written modification will be made a part of this agreement and subject to
all other agreement provisions.
ASHLAND CHAMBER OF COMMERCE
CITY OF ASHLAND
TiffS:_
Title:
City Adm~n~strat~
3-Chamber/ODOE Agreement (p:agree\charnber2.k)