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HomeMy WebLinkAbout2012-272 Contract - Moodio Design Contract for PERSONAL SERVICES less than $35,000 CITY OF CONSULTANT: Moodio Design ASHLAND CONTACT: Mark Mularz 20 East Main Street Ashland, Oregon 97520 ADDRESS: PO Box 1332, Ashland, OR 97520 Telephone: 541/488-6002 Fax: 5411488-5311 TELEPHONE: 541-601-0502 DATE AGREEMENT PREPARED: 10/7/2012 FAX: BEGINNING DATE: 8/15/2012 COMPLETION DATE: 10/31/2012 COMPENSATION: Not to exceed $ 3,390.00 SERVICES TO BE PROVIDED: Design graphics for TSP forum as per attached proposal. ADDITIONAL TERMS: See, Moodio Design proposal, herein attached and incorporated. FINDINGS: Pursuant to AMC 2.50.120, after reasonable inquiry and evaluation, the undersigned Department Head 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; (3) the statement of work represents the department's plan for utilization of such personal services; (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; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings / Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. 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. 3. 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. 4. 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. 5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. 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. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of city. 7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 8. Living Wage Requirements: If the amount of this contract is $19,494 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 notice attached hereto as Exhibit 8 predominantly in areas where it will be seen by all employees. 9. 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 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 services 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. 10. 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 b certified mail or in person. Contract for Personal Services, Revised 0613012012, Page 1 of 5 C. For Cause. City may terminate or modify this contract, 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: 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 Consultant 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 Consultant 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 parry giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant 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. Obligation/Liability 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, c or d of this section, Consultant shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant 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 Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 11. 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 contract. 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. 12. 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 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 shall not create any contractual relation between the assignee or subcontractor and City. 13. 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 it owes under the Contract; its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this 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 Contract; or attempts to assign rights in, or delegate duties under, the Contract. 14. Insurance. Consultant shall at its own expense provide the following insurance: ~4 Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to /n --provide Oregon workers' compensation coverage for all their subject workers (0/! Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: Q^"- $2001000, $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. v✓~ IG(" /S,/(Z-- C. General Liability insurance with a com ' limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 r Not Applicable for each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage or a indemnity provided under this contract. d. Automobile Liability insurance c m n ell~It, or the equivalent, of not less than Enter one: $200,000, $500,000, 1 ,000 000, of Applicabl °cicent for Bodily Injury and Property Damage, including coverage for owned, hired or - ed v ricte'(s, as applicable. e. 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 30 days' written notice from the Consultant or its insurer(s) to the City. Contract for Personal Services, Revised 06/30/2012, Page 2 of 5 f. 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 required herein but only with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Contract, the Consultant 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 Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self- insurance. 15. 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 Consultant 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. Consultant, 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. 16. 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. CONSULTANT, 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. 17. 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. Consultant understands and agrees that City's payment of amourits 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 Consultant, with no further liability to Consultant. Certification. Consultant shall sign the certification attached hereto as Exhibit A and In incorporated b reference. Consultant: City of Ashland By ' --AZ) By r o Signature-- Departme t Head Print Name Print Name O~ I-I FTVDF51 13o I I -Z- Title Date W-9 One copy of a W-9 is to be submitted with / ;-1 -7 ,cp the signed contract. Purchase Order No. Contract for Personal Services, Revised 06/30/2012, Page 3 of 5 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, 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) 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 to 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) 1 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 pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 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. (Ut(IZ Contractor (Date) Contract for Personal Services, Revised 06/30/2012, Page 4 of 5 moodio.me Phis is a proposal. mark mularz moodio design 541 601 0502 po box 1332 ashland, or 97520 PAGE DATE CLIENT 1 of 1 081512 City of Ashland INFORMATION GRAPHICS: Moodie Design will design/illustrate a series of information graphics to visually communicate goals and recommendations related to Ashland's TSP plan projects. The recommendations are the result of three years worth of work by the Planning Commission and the Transportation Commission. The graphics will quickly and clearly communicate messages to the community and may be used in large scale format, on the City's website, in the City's newsletter, and in powerpoint slides. Work includes meetings/correspondence, planning, design, illustration, revisions and production (final files in different formats). 7-10 graphics/presentation boards Illustrations may include: snapshot of a good multimodal system functioning well specific project examples to illustrate different components (rail crossings, street links, etc.) listings of primary goals under each project category The amount of information and detail is vast. The goal of the information graphics is to give the viewer a "big picture" view of the Ashland TSP projects and goals. We want to provide enough information in the presentation boards to help the viewer feel well informed and not overwhelmed. ESTIMATE: 30 HOURS AT $75/HR. - 2250.00 Note: The above estimate does not include revisions, deletions and alterations (unless otherwise stated). Revisions, deletions and alterations will be billed in addition to this estimate at an hourly rate of $75. Moodio Design assumes no liability for this project. Any legal work needed for trademarks, searches, etc. is the responsibility of the client. Additional expenses including but not limited to printing, courier, photography, illustration, long distance charges and Federal Express are billed in addition to this estimate and will reflect a 15% mark-up (unless otherwise stated). This is an estimate: actual time and expenses will be charged. Unless otherwise stated, one third payment is required to begin the project, the second third is payable half way through the project and the last third is invoiced and due 30 days from invoice date. ACCEPTED BY DATE Page 1 11 CITY OF ASHLAND DATE PO NUMBER 20 E MAIN ST. 11/7/2012 11274 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 000421 SHIP TO: Ashland Public Works MOODIO DESIGN, MARK MULARZ (541) 488-5587 PO BOX 1332 51 WINBURN WAY ASHLAND, OR 97520 ASHLAND, OR 97520 FOB Point: Req. No.: Terms: Net Dept: Req. Del. Date: contact: Mike Faught Special Inst: Confirming? No Quantity Unit Description Unit Price Ext Price Design qraphics for TSP forum per 3,390.00 attached contract and proposal SUBTOTAL 3,390.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 3,390.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 260.08.35.00.70420 E 200916.999 3 390.00 12- prized Signature VENDOR COPY FORM#3 CITY OF A request for a Purchase Order ASHLAND REQUISITION Date of request: 10/30/2012 Required date for delivery: ASAP Vendor Name Mnnrtin F1pcign Address, City, State, Zip Pn Roy 1332 Ashland OR G7520 Contact Name & Telephone Number Fax Number Mark Mularz 541-601-0502 SOURCING METHOD ❑ Exempt from Competitive Biddina ❑ Ememencv ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Dale approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ® Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ DirectAward Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract . $5,000 to $100:000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5.000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals attached Dale approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date Description of SERVICES Total Cost Design information/ resentabon ra hics per proposal $ 3,390.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ® Per attached quotelproposal $ Project Number 2009.16 Account Number 260.08.35.00.704200 Account Number Account Number "Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes / No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. Employee Signature: Department Head Signature: M1~1 c 2 (Equal to or greater than $5,000) Additional signatures (if applicable): Funds appropriated for current fiscal year. YES / NO Finance Director- (Equal to or greater than $5,000) Date Comments: G:Ipub-wrksleng109-16 TSP UpdatelA_AdminkMoodio Design Requisition 2012.doc