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Home My WebLink About2007-008 Contract - Integrations . Tntegratlons "Transforming your vision and dreams into dynamic realities." December 21, 2006 Martha Bennett City of Ashland 20 E Main Street Ashland, OR 97520 Dear Ms Bennett, It is a pleasure to confirm that we will be working with you and the City Council in January 2007. As a recap of what we wi II do: }.> We will conduct phone interviews with the Mayor and Councilors to idl~ntify interests and concerns about the transition session and upcoming Council year. }.> We will use the Personal Strengths profile with the group to assist CCluncil members and you to more clearly see and understand each others' styles of communication and decision-making. }.> We will guide reviews and discussions of previous Council work on: the role of a City Councilor in city government; the role of Council liaison to city Boards and Commissions and relationship of Council to its Boards and Commissions; Council Vilsion and Goals, and Council Working Gui~elines. ". We will work with the Council to identify "next steps" to clarify refined Goals and desired outcomes for 2007. }.> Financials: Our fees and travel are $6600; Personal Strength Profiles: are $50/each; mileage is estimated at $160. The City will provide hotel room and Ilunches for Friday and Saturday; we will bill the City for dinners. It is our policy to billl 50'Yo of the fees and all expenses incurred for cancellations within 30 days of our scheduled arrival date. If there is anything else you would like from us, please let us know. We look forward to working with you! Sincerely, Elaine Twigg Cornett Elaine Twigg Cornett Principal Partner Federal Tax ID: 93-1214336 Accepted: Title: 5209 Canyon Dr Eugene, OR 97405 voice: 541-485-7708 fax: 541-344-0368 integrations@integr8.com www./ntegr8.com I C IT Y OF CONSUL TANT: Integrations I ASHLAND I CO NT ACT: Elaine Twigg Cornett 20 East Main Street Ashland, Oregon 97520 ADDRESS: 5209 Canyon Dr., Eugene, OR 97405 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 541-485-7708 DATE AGREEMENT PREPARED: 12/27/06 FAX: 541-344-0368 BEGINNING DATE: January 12, 2006 COMPLETION DATE: Januarv 13, 2006 COMPENSATION: $6600.00 for planning and facilitating of Council Goals meeting on January 1 ih and 13th, plus mileage expenses estimated at $160 and any strength profiles requested for $50/each. City will provide lodging on January 1 ih and 13th and lunches on both dates. Integrations will bill the City for re-imbursement of dinners. SERVICES TO BE PROVIDED: Conduct phone interviews with Mayor and Council, provide guidance to Mayor and Council to establish vision, qoals and priorities; identify "next steps" to clarify Goals for 2007. ADDITIONAL TERMS: Consultant shall provide services to City as described in letter to Martha Bennett dated December 21, 2006, attached hereto and made a part hereof as Exhibit B. FINDINGS: Pursuant to AMC 2.52.040E and AMC 2.52.060, after reasonable inquiry and evaluation, the undersigned: Contracting Officer finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel nor resources to perform the services; and (3) the statement of work represents. the department's plan for utilization of such personal services; and (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: Contract for PERSONAL SERVICES Less than $25,000 1. Fmdmgs I Recitations. The findings and recitations set forth above are true and correct and are Incorporated herein by this reference. 1. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 2. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 3. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 4. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. Once work commences, invoices shall be prepared and submitted by the tenth of the month for work completed in the prior month. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 5. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 7. Living Wage Requirements: - N/A If the amount of this contract is $15,964 or more, Consultant is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the service work under this contract. Consultant is also required to post the attached notice predominantly in areas where it will be seen by all employees. 8. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to . . . ..an 11 07 10:13a EZ 541-:344-0368 :.:.: Jrl11, II, LIJlJt 'J:')LAiV! \.,jlY U~ A~HLAND '88 5311 NO,470 . . . .....property. of whatsoever nature arising out of or incident to the performance of this contract by Consultant (including .....but not limited to, Consultant's employees, agents, and others designated by Consultant to perform work or seNices attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations. actions, costs. judgments. or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: This contract may be terminated by City by giving ten days written notice to Consultant and may be terminated by Consultant should City fail substantially to perform its obligations through no fault of Consultant. 10. Independent Contractor Status= Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contrc~ct. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 11. Assignment and Subcontracts: ConSUltant shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract withou1 written consent of City shall be void. Consultant shall be fuHy 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 shall not create any contractual relation between the assignee or subcontractor and City. 12. Incorporation of Standard Contract Provisions. Standard contract provisions required by AMC 2.52.040, set forth in Exhibit A attached hereto and made a part hereof by this reference. are specifically incorporated into this contract. An more restrictive provisions of this contract, or the scope of work control over standard conditions. I / CONSULTANT 1 C CI1jY OF~~N.~Dj';' /~, / / . _ BY~ BY'-~/#,f~~ t r JJ- / FH\I. DIRECTOR ~'. 4.y,\t:.// Print c ~ fjll~lIlPV-) y.;-k'p~+I(lk;./LC. DATE , \J / ) CONTENT REVIEW: ~ II _t'7 By: I City Department Head Date: FederallD# '13 -Il/'ll) (. ACCOUNT # 7/0. of. of .no, ft;o! (0/0 "Completed W9 form must be submitted with (For City purposes only) contract p. 1 p, 2 T1TLE DATE PURCHASE ORDER # /7 /' // I .,..'., / . '... ."".' (< Reyised ]-9.07 EXHIBIT A Standard Contract Provisions Except ORS 244, 670 and 279C.51 0, these statutes must be recited verbatim in "any public contract." Non improvement (goods/services) Improvement (construction) ORS 2798.220 ORS 279C.505 ORS 2798.225 ORS 279C.515 ORS 2798.230 ORS 279C.520 ORS 2798.235 ORS 279C.530 ORS Chapter 244 ORS Chapter 244 ORS 670.600 ORS 670.600 1/// / / // / / / / / / / / // / / / / / / / // / / / // / / / / / / / / / / // / / / / / / / / // / / / / / / / / / / / / / / / / ORS 279C.510 (if demo) The following contract clauses should be incorporated into the vast majority of City contracts. To the extent they conflict with clauses from an outside vendor's original contract, they shall control: INDEMNITY; INSURANCE: Contractor shall defend, save, hold harmless, and indemnify the City of Ashland, Oregon, and its officers, employees, agents, and members, from all claims, suits, or actions of whatever nature resulting from or arising out of the activities of Contractor or its officers, employees, subcontractors, or agents under this contract. EVENTS OF DEFAULT: Contractor shall be in default under the Contract if: Contractor commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; Contractor loses its ORF status pursuant to the ORF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a ORF; Contractor 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 Contract; or Contractor attempts to assign rights in, or delegate duties under, the Contract. Insurance provisions: worker's compensation, general liability, professional liability (errors and omissions), automobile liability ~A' CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 \-/ " ,; (~~ .-?....~..... co", rr'''')~ (" ; , ).- \..,' -'".,.-f ~ I. ,;"'"."", ,~,_: 4 '.~ ,. '--',;-~'o I ',..,; ',,,-,,,;' i Page 1 / 1 r'l"~~\;:~i1 VENDOR: 002124 INTEGRATIONS LLC 5209 CANYON DRIVE EUGENE, OR 97405 SHIP TO: City of Ashland (541) 488-6002 20 E MAIN STREET ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Speciallnst: Req. No.: Dept.: ADMINISTRATION Contact: Diana Shiplet Confirming? No Council Teambuildino / Goal Settino $6600 Personality Profiles 7 @ $50.00 Each Mileaoe $160.00 7,110.00 Contract for Personal Services Date of aoreement: 12/27/2006 Beoinnino date: 01/12/2007 Completion date: 01/13/2007 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL 4 // ,dl,t ~ - t-~ ;;r-- ;;~'7 AutKet-ized Sig ture VENDOR COpy A request for a Purchase Order REQUISITION FORM CITY OF ASHLAND THIS REQUEST IS A: o Change Order(existing PO # __) Date of Request: Required Date of Delivery/Service: Vendor Name Address City, State, Zip Telephone Number Fax Number Contact Name ::r=~~ S~ ~ <[)e. ) e~ I Oil!... q,~S- 541-4g5- 06 5t.f/-.~44- 03'08 ~illl - -rw to &nclj- SOLICITATION PROCESS Small Procurement o Less than $5,000 o Quotes (Optional) Sole Source Written findings attached o Quote or Pro osal attached Cooperative Procurement o State of ORfWA contract o Other government agency contract o Copy of contract attached o Contract # [] Invitation to Bid (Copies on file) [] Reauest for Proposal (Copies on file) [] Special I Exempt [] Written findings attached [] Quote or Pro sal attached [] Emeraencv [] Written findings attached [] Quote or Pro sal attached Intermediate Procurement o (3) Written Quotes (Copies attached) Description of SERVICES CoW\ul Te&t~il&i~ I C~o04 sdti~ jJ (pfpOO ~~?~~1(().l'6UlucA Md~ J/.[fpo Per attached PROPOSAL Total Cost Item # Quantity Unit Description of MATERIALS Unit Price Total Cost Project Number ___ _ _ _' _ __ ~per attached QUOTE Account Number1LQ. QL .Qt .QQ.kQljpJQ . Items and seNices must be charged to the appropriate account numbers for the financia/s to reflect the actual exp,enditures accurately. By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements, and /he documentation can ~ ~ Employee Signaturv SupervisorlDept. Head Signat G: FinancelProcedurelAPIFormsl8_Requisition form revised.doc Updated on: 1/1112007 Insurance. Contractor shall at its own expense provide the foUowing insurance: i 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. II Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. III General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract. IV Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. Notice of cancellation or chanqe. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coveragesl required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of the parties who are Additional Insureds. Insuring 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 Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. JURISDICTION - LITIGATION IN OREGON AND ACCORDING TO OREGON LAWS Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. MERGER CLAUSE: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT 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 CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. NONAPPROPRIATIONS CLAUSE. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract 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 contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. PRIOR APPROVAL REQUIRED PROVISION. Prior Approval Required: Approval by the City of Ashland Councilor the Public Contracting Officer is required before any work may begin under this contract. TERMINATION: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by City under any of the following conditions: i. 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; II. 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 contract or are no longer eligible for the funding proposed for payments authorized by this contract; or III. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. II. Time is of the essence for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. III. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obliqation/Liabilitv of Parties. Termination or modification of this contract pursuant to subsections a, b, or c 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 whether such notice is given pursuant to subsections a, b, cor d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination datl3 if such work was performed in accordance with the Contract. CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on this form is its correct taxpayer 10 (or is Jan 11 07 10:13a EZ ,,1M, II, LUU I 'J: ;4AM CiTY OF ASHLAN9 d88 531) 541-344-0368 I~O.47C 1".2 p, waiting for the number to be issued to it and (b) Contractor 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 10 report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter Into and perform the work, (b) the Contract, when executed and delivered. shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) I carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (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 pursua nt to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownerShip of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. ~4> :i'~~~ ConSUI~ or / /rlf/o J ( (Ddte) . ;h/~JT" fko/u. d/.! / .:, ItJ') 16 k."etf '1 \ .f;~ /t) jt'Cl/"S .' 13 crt'J ll.( );,~hl f I~S h ;)~ S/.,J-t ,,/t51j"\ CI"/ 4"5 jN'1 U I Ji :fA {