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HomeMy WebLinkAbout2020-034 PO 20200354- Groundwater Solutions, Inc. CITY RECORDER Purchase Order Fiscal Year 2020 Page: 1 of: 1 B City of Ashland LATTN:Accounts Payable purchase 20 E.Main 20200354 Ashland, OR 97520 Order# T Phone:541/552-2010 O Email: payable@ashland.or.us E• GROUNDWATER SOLUTIONS, INC. }{ CIO Public Works Department =_ EI 51 Winburn Way N 55 SW YAMHILL ST., STE 300 D PORTLAND, OR 97204 P Ashland,OR 97520 O Email: INFO@GSIWATERSOLUTIONS.COMPhone:541/488-5347 T Fax: 541/488-6006 Paula Brown 03/18/2020 2107 FOB ASHLAND OR/NET30 Cit Accounts Pa able Water Rights Assistance 1 Water Rights Assistance 1 $11,450.0000 $11,450.00 • Personal Services Agreement Completion date: 06/30/2021 Project Account: ***************GL SUMMARY*************** 081500-604100 $11 450.00• . • • • • By: e G 61.t Date: J[JfgJao _Authorized Signature ? _ $11 450.00 • Y • - A/6e e."1------ • FORM #3 (v,,e1, ki 9 C I T Y 0 F A [request tor a G'lnIlEIN Merl' e 0 "AS H LAN D REQUISITION rf Date of request: al V.1110pp '' Required date for delivery: 19 , Vendor Name GSI Water Solutions,Inc.Address,City,State,Zip 1600 Western Blvd.Suite 240 Corvallis OR 97333 r' ' • 1 Contact Name&Telephone Number Adam Sussman 541-753-0745 :.01,,,,4- Email address SOURCING METHOD e ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: 0 Invitation to Bid 0 Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: 0 Written quote or proposal attached ❑ Written quote or proposal attached (Attach copy of council communication) (If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement , Not exceeding$5,000 Date approved by Council: ❑ State of Oregon' _ ❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington Date approved by Council: Contract# _*(Attach copy'of council communication) ❑ Other government agency contract Intermediate Procurement ❑ Sole Source Agency GOODS&SERVICES ' 0 Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES ❑ Special Procurement 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 ❑ Form#9,Request for Approval Agreement approved by Legal and approved/signed by O Less than$35,000,by direct appointment ❑ Written quote or proposal attached City Administrator.AMC 2.50.070(4)- O (3)Written proposals&solicitation attached Date approved by Council: ❑ Annual cost to City exceeds$25,000,Council • El Form#4,Personal Services$5K to$75KValid until: (Date) approval required.(Attach copy of council communication) Description of SERVICES Total Cost Wafer Rights Assistance ; - . :$ii,45a.00 ® • Item# Quantity Unit Description of MATERIALS Unit Price Total Cost • • El Per attached quotelproposal TOTALCOsT•' - Project Number __ Account Number 081500 - 604100 , • Account Number •- Account Number _ _ _ _- - *Expenditure must be charged fo the appropriate account numbers forthe financials to accurately reflect the actual expenditures. 1T 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. ,ctd re. zo 2d+ ', Employee:fi �i1X A i) �'�� Department Head: s Z (Equal to or greater than$5,000) ' Departthent Manager/Supervisor: City Administrator: , (Equal to or greater than$25,000) Funds appropriated for current fiscal year: 3S/NO .r/L k5d ) e5/l Plan Deputy Finance Director-(Equal to or greater than$5,000) ate Comments: •, Form#3-Requisition ' PERSONAL SERVICES AGREEMENT (less than $25,000.00) CONSULTANT: GSI Water Solutions,Inc. CITY OF CONSULTANT'S CONTACT: Adam Sussman ASHLAND 20 East Main Street ADDRESS: 1600 Western Blvd., Suite 240 Ashland,Oregon 97520 Corvallis, Oregon 97333 Telephone: 541/488-5587- Fax: 541/488-6006 TELEPHONE: 541-753-0745 EMAIL: asussman@gsiws.com This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland,an Oregon municipal corporation(hereinafter"City")and GSI Water Solutions Inc., an assumed business name of Groundwater Solutions,Inc.,a domestic business corporation("hereinafter"Consultant"),for assisting the City with two water rights-related projects as follows: (1)the transfer of the place of use for a 4.5 acre water right served by the Talent Irrigation District, and: (2)the potential purchase of Water Right Certificate 16028. 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 shallbecome 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 June 30, 2021. 2. Scope of Work: Consultant will assist the City with two water rights-related projects as follows: (1) the transfer of the place of use for a 4.5 acre water right served by the Talent Irrigation District,and(2) the potential purchase of Water Right Certificate 16028, as more fully set forth in the Consultant's Proposal dated February 04,2020,which is attached hereto as"Exhibit A"and incorporated herein by this reference. Consultant's services are collectively referred to herein as the"Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other 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. 4. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above and,unless'otherwise specified in this Agreement, furnish all labor, equipment,and materials required for the proper performance of such Work. 5. 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 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. Page 1 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. • i 6. Compensation: City shall pay Consultant at the hourly rates based in its 2020 GSI Fee Schedule set forth in"Exhibit A,"which is attached hereto and incorporated herein, 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 sum of$11,450.00 (eleven thousand four hundred and fifty dollars)without the express,written approval from the City official whose signature appears below, or such official's successor in office. 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. 7. 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. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,507.75 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 moreof 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. 10. . Indemnification: Consultant hereby agrees to 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,to the extent caused by the negligent 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, subrogations,actions, costs,judgments, or other damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. 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. c. 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: 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 Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or Page 2 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inca iii. 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. • d. For Default or.Breach. i. 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 withinrfifteen(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. ii. 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. 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 Agreement. e. Obligation/Liability.of Parties. Termination or modification of this Agreement 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 Subsection a, b, c, or d 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 Agreement 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. 12. 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. 13. 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. • Page 3 of 6: Personal Services Agreement between the City of Ashland and GSIWaterSolutions,Inc. . i • • 14. 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. 15. Insurance. Consultant shall,at its own expense,maintain the following insurance: a. 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 b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per claim. This is to cover any damages caused by error, omission or negligent'acts related to the professional services to be provided under this Agreement. "Tail" coverage will be required at the completion of the Work under this Agreement for the remaining Term, and for not less than twenty-four(24)months after completion of all Work. Consultant shall be responsible for furnishing certification of the"tail"coverage as described herein or continuous "claims made"liability coverage for not less than twenty-four(24)months following completion of all Work,provided that the continuous"claims made"coverage has a retroactive date on or before the Effective Date of this Agreement. c. 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. • d. Automobile Liability insurance with a combined single limit,or the equivalent,of not less than $1,000,000 (one million dollars)for each accident for Bodily Injury and Property Damage, including coverage for owned,hired or non-owned vehicles, 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' prior written notice from the Consultant or its insurer(s)to the City. . 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, 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 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. 16. 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 Page 4 of 6: Personal Services Agreement between the City.of Ashland and GSI Water Solutions,Inc. owns or an emerging small business enterprise certified under,ORS 200.055,in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement,including any extensions hereof, comply with: i (i) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316,317, and 318; (ii) Any tax provisions imposed by,a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. ! 17.1.2 Consultant,for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement,has.faithfully complied with: (0 All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant;and (iii) Any rules,regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Governing Law; Jurisdiction; Venue: This Agreement 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 the Consultant that arises from or relates to this Agreement 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 its signature hereon of its authorized representative,hereby consents to the in personam jurisdiction of said courts. 19. THIS AGREEMENT AND THE ATTACHEDEXHIBITS 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. { 20. Amendments. This Agreement may be' amended only by written instrument executed by both parties with the same formalities as this Agreement. Page 5 of 6: Personal Services Agreement between the City of Ashland,and GSI Water Solutions,Inc. { • • c • 21. Nonappropriations 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. 22. Certification. Consultant shall sign the certification attached hereto as "Exhibit C"and incorporated herein by this reference. • • CITY OF ASHLAND: GROUNDWATER SOLUTIONS,INC. dba GSI WATER SOLUTIONS,INC. ONSULTANT): • By:2414—",44"7" . /446)14� .st ren---. � By: • Signature PA* „6/1.4.14/A Printed Name /S "'1 •N SekloK, • . 44- nted Name 2 1144-2c4I 2P Zv Date • • 4i/V i4 • Title D• .2//7 e Purchase Order No. • • (W-9 is to be submitted with this signed Agreement) • • • • • • Page 6 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. .. Exhibit A • Water Solutions,Inc. February 4,2020 Scott Fleury P.E. Deputy Public Works Director 20 East Main Street Ashland-OR 97520 RE: Proposed Scope of Work—Water Rights Consulting Dear Scott: ' At your request, GSI Water Solutions,Inc. (GSI) is providing this scope of work to assist the City of Ashland(City)with two water rights-related projects: (1)the transfer of the place of use for a 4.5 acre water right served by Talent Irrigation District,and (2)the potential purchase of water right certificate 16028. GSI's proposed scope of work for these two projects is described in more detail below. ' Scope of Services Task 1: Complete Permanent District Water Right Transfer Application -The City has completed much of the required permanent District Water Right Transfer Application and the Talent Irrigation District(TID)Transfer Application Checklist. GSI will review the materials provided by the City and suggest modifications, as appropriate. One of GSI's Certified Water Rights Examiners(CWRE)will also review the application map developed by the City and suggest modifications, as appropriate. Once the map is finalized by the City, GSI's CWRE will stamp the map and we will provide the fullapplication package to the City for submittal to TID, Task 2: Potential Purchase of Water Right Certificate 16028-From our conversations we understand that the City has the opportunity to purchase water right Certificate 16028 (use of 0.11 cfs from Ashland Creek for irrigation) and potentially transfer the water right in a manner that would improve the City's Ashland Creek municipal water supply.The activities under this task will include but are not limited to: • evaluate the status and transferability of the water right and provide the City an e-mail summary; . • explore the options and potential benefits for use of the acquired water right and provide the City an e-mail summary; • assist the City and its attorney with developing a term sheet for the water right purchase; • assist the City and its attorney with development of a Purchase and Sale Agreement; Page 1 2 • develop the needed water right transfer application; • facilitate the review of the transfer by Oregon Water Resources Department (OWRD) including review of OWRD decision documents; • provide general assistance during the transfer process;and • communicate with City staff and project management. Budget The estimated budget for this effort is based on an estimate of time and materials. Given our current understanding of the project we estimate a not to exceed budget of$11,450 being: Task 1 (Complete Permanent District Water Right Transfer) -Estimated budget of$2,405. This budget assume the application materials are largely complete and the City will make any required changes to the application map. Task 2 (Potential Purchase of Water Right Certificate 16028)—Estimated budget of$9,045. This budget assumes the City will directly pay any required water right transfer application fees. This budget will not be exceeded without prior authorization from the City. GSI's 2020 labor rates are attached. Schedule We are prepared to begin work upon receiving authorization to proceed. We estimate that Task • 1 can be completed within 3 weeks of notice to proceed; however,that timeframe is contingent on prompt City response form the City. The timeframe for completing Task 2 is largely dependent on the City.For purposes of project planning GSI has assumed that a Purchase and Sale Agreement could be executed within 2 months of notice to proceed and a water right transfer developed and submitted within one month after that. Once a water right transfer application is submitted to OWRD,the processing timeline is approximately 12 months. Thank you for the opportunity to assist the City of Ashland. We look forward to working with you. Sincerely, GSI Water Solutions,Inc. Adam Sussman Principal Water Resources Consultant - Enclosure: GSI's 2020 labor rates 1600 Western Blvd.,Suite 240 Corvallis,OR 97333 P:541.753.0745 F:541.754.4211 info@gsiwatersolutions.com www.gsiwatersolutions.com i� • • Water Solutions,Inc. 2020 GSI Fee Schedule Labor Category Hourly Rate Technical Professionals Principal $180 - $245 Supervising $150- $185 Managing $140 - $155 Consulting $125 - $145 Project $105 - $130 Staff $85 - $115 Other Services GIS/Graphics/Database $100 - $160 Editor/Documents $110 - $135 Administration $65 - $105 • i The hourly rate for trial preparation and expert witness testimony is 1.5 times the standard billing rate shown above. Expenses • Mileage: IRS authorized rate/mile plus 10 percent markup • Direct expenses and outside services:Cost plus 10 percent markup - I - I 1 EXHIBIT B CITY OF ASHLAND, OREGON City of Ashland. LIVING ALL employers described WAGE below must comply with City of Ashland laws regulating pa ment of a livins wase. $15.39 per,hour, effective June 30,2019. • The Living,Wage is adjusted annually every June 30 by the Consumer Price Index. Employees must be paid a portion of business of their 401K and IRS eligible living wage: - r employer,if the employer has cafeteria plans(including ten or more employees,and childcare)benefits to the has received financial amount of wages received by assistance for the project or the employee. For all hours worked under a business from the City of service contract between their Ashland in excess of > Note: For,temporary and employer and the City of $21,507.75. part-time employees,the Ashland if the contract Living Wage does not apply exceeds$21,507.75 or more. > If their employer is the City of to the first 1040 hours worked Ashland,including the Parks in any calendar year. For ➢ For all hours worked in a and Recreation Department, more details,please see month if the employee spends Ashland.Municipal Code 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 additional information: Call the Ashland City Administrator's office at 541-4.88-6002 or write to the City Administrator, City Hall,20 East Main Street, Ashland, OR 97520,or visit the City's website at www.ashland.or.us. Notice to Employers:This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Page 1 of 1 EXHIBIT B 1 EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: 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 resultof 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 duly 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. .Y (1)Consultant carries out the work of 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. V (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)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. Consultant's_sign 44 ateQ 2 oaD f 1 Page 1 of 1 EXHIBIT C 2/11/2020 Business Registry Business Name Search Business Registry Business Name Search 02-11-2020 New Search Business Entity Data 12:39 Registry Nbr Entity_ Entity Jurisdiction Registry Date Next Renewal Renewal Due? Type Status Date 419552-95 ABN ACT 03-09-2007 03-09-2021 Entity Name (GSI WATER SOLUTIONS,INC. Foreign Name' Affidavit? N New Search Associated Names Type PPB PRINCIPAL PLACE OF BUSINESS Addr 1 55 SW YAMHILL ST STE 300 Addr2 CSZ (PORTLAND IOR 197204 I 1 Country (UNITED STATES OF AMERICA The Authorized Representative address is the mailing address for this business. Type REP AUTHORIZED Start Date 03-09- Resign Date REPRESENTATIVE 2007 Name (ANTHONY IJ IMOTSCHENBACHERI Addr 1 MOTSCHENBACHER BLATTNER LLP Addr 2 117 SW TAYLOR ST STE 300 CSZ (PORTLAND IOR 97204 I I Country (UNITED STATES OF AMERICA Type IREG(REGISTRANT I I Of 779884-84 GROUNDWATER SOLUTIONS,INC. Record Addr 1 55 SW YAMHILL STREET SUITE 300 Addr 2 CSZ IPORTLAND IOR 197204 I 1 Country (UNITED STATES OF AMERICA New Search Name History Business Entity Name Name Name Start Date End Date Type Status GSI WATER SOLUTIONS, INC. EN CUR 03-09-2007 Please read before ordering Copies. New Search Summary History Image I Action ITransti0i Effective I Status I Name/Agent I Dissolved By egov.sos.state.or.us/br/pkg_web_name_srch_inq.show detl?p_be_rsn=1236433&p_srce=BR_INQ&p_print=TRUE 1/2 2/11/2020 Business Registry Business Name Search Available Date Date Change NEWAL OF REGISTRATION 02-06-2019 FI ,�, I' NEWAL OF "A` Y ' GISTRATION 02-06-2017 FI NEWAL OF 'EGISTRATION 01-30-2015 FI ENDMENT OF v07-► 02-22-2013 FI GISTRATION t^ NEWAL OF 02-20-2013 FI I' GISTRATION 02-07- I' NEWAL PAYMENT 02-08-2011 2011 SYS I' NEWAL PAYMENT 02-19-2009 SYS 'PLICATION FOR 03-09-2007 FI Representative I' GISTRATION New Search Counties Counties Filed All Counties Filed. © 2020 Oregon Secretary of State. All Rights Reserved. egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1236433&p_srce=BR_INQ&p print=TRUE 2/2 ' / ® `� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYY1) 2/13/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton&Associates PHONE FAX P.O. Box 12675 -_(NC.No.Ext):510-465-3090 (a/c.No):510-452-2193 Oakland, CA 94604-2675 ADDRESS: Certificates@Dealeyrenton.com License#0020739 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Accident and Indemnity Company 22357 INSURED GROUSOL-03 INSURER B:Crum&Forster Specialty Insurance Company 44520 Groundwater Solutions, Inc. dba GSI Water Solutions, Inc. INSURERC: 55 SW Yamhill Street, Suite 300 INSURER D: Portland, OR 97204 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:183116713 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSD VD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYY) B X COMMERCIAL GENERAL LIABILITY Y Y EPK129094 11/16/2019 11/1/2020 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $50,000 X WA Stop Gap MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X jE LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y 72UECVK6212 11/1/2019 11/1/2020 (Ea COMaccidBINEDent)SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY — AUTOS ONLY (Per accident) B UMBRELLA LIAB X OCCUR EFX114047 11/16/2019 11/1/2020 EACH OCCURRENCE $1,000,000 _ X EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N PER ER ANYPROPRIETOR/PARTNERIEXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED7 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional& EPK129094 11/16/2019 11/1/2020 Per Claim $1,000,000 Contractors Annual Aggregate $2,000,000 Pollution Liability DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Excess Liability policy is a follow-form to underlying General Liability/Auto Liability/Professional&Contractors Pollution Liability. Re:GSI Project#0658.002/Water Rights Consulting. The General Liability and Automobile Liability policies includes a blanket automatic Additional Insured endorsement that provides Additional Insured status to the City of Ashland,Oregon,and its elected officials,officers and employees,but only when there is a written contract or written agreement that requires such status and only with regard to work performed on behalf of the named insured.Insurance is primary and non-contributory per policy form.30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. • Attn: Tami De Mille-Campos 20 East Main Street AUTHORIZED REPRESENTATIVE Ashland OR 97520 7144;tdvik, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy# EPK129094 : CRUM&FORSTER' THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR _ _ CONTRACTORS This endorsement modifies insurance proVided under the following: COMMERCIAL gENERAL UABIlJTY COVERAGE PART CONTRACTORS POLLUTION LIABILITYCDVERAGE PART SCHEDULE Name Of Additional InsUred Person(s)or Orgahliatioh(t) Blanket when specifically required in a written contract with the named insured. SECTION III —WHO IS AN INSURED Within the ConittiOn Provisions it amended to include at.an additional insured the person(s) or 'organization(p) indicated in the Schedule shown above, but only With respect to. liability caused, in whole or in part, "pig work' for that insured which is performed by you or by those acting on your behalf. •ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0111.43211 Page,1 of 1 c. Policy# EPK129094 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Person(s) or Location And Description Of Completed Organization(s): Operations Blanket when specifically required in a written contract with the named insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III — Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". EN0320-0211 Page 1 of 1 Policy# EPK129094 } A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Blanket when specifically required in a written contract with the named insured A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely with respect to "claims" caused in whole or in part, by "your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non-contributory, but only in the event of a named insured's sole negligence. B. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for"damages" arising out of"your work" performed under a designated project or contract with that person(s) or organization(s). C. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0118-0211 Page 1 of 1 72UECVK6212 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT.CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED -of partnership or joint venture,formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under - provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement,that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an, additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or"property damage" caused injury" or"property damage" that results by the conduct of an "insured"under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011,The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in the Declarations. seek contribution from that other insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or"suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance;and own insurance. (4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured amounts under all that other insurance. Suit or Loss If you have agreed in a written contract We will share the remaining loss, if any, by the method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011,The Hartford(Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc.,with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or "auto"is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered"auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered"auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above; or ©2011,The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident",the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM,SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT O F ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the "accident"is known to: (1) Permanently installed in or upon (1) You, if you are an individual; the covered "auto" in a housing, opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company;or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment;or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO-COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE-of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is determined in a"suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011,The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss"is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies as follows: combustion engine to charge one or more exceptelectric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid"auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto"at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011,The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc.,with its permission.) Page 5 of 5 www.saif.com saiF :.. Oregon Workers' Compensation Certificate of Insurance Certificate holder: CITY OF ASHLAND ATTN:TAMI DE MILLE-CAMPO S 20 EAST MAIN STREET ASHLAND, OR 97520 The policy of insurance listed below has been issued to the insured named below for the policy period indicated.The insurance afforded by this policy is subject to all the terms,exclusions and conditions of such policy;this policy is subject to change or cancellation at any time. Insured Producer/contact Groundwater Solutions Inc SAIF Corporation Gsi Water Solutions Inc Gabrielle N Kliewer 55 SW Yamhill St Ste 300 503.673.5239 gabkli@saif.com Portland, Or 97204-3331 Issued 02/13/2020 Limits of liability Policy 738154 Bodily Injury by Accident $1,000,000 each accident Period 11/01/2019 to 11/01/2020 Bodily Injury by Disease $1,000,000 each employee Body Injury by Disease $1,000,000 policy limit Description of operations/locations/special items reference GSI Project#658.002-Water Rights Consulting Important This certificate is issued as a matter of information only and confers no rights to the certificate holder.This certificate does not amend,extend or alter the coverage afforded by the policies above.This certificate does not constitute a contract between the issuing insurer,authorized representative or producer and the certificate holder. Authorized representative Kerry Barnett President and CEO 400 High Street SE Salem,OR 97312 P:800:285.8525 Policy_OLCA CertificateOflnsurance F:503.584.9812 1 ----: - Legal Department Review DOCUMENT TRANSMITTAL AND CONTROL This form will accompany the document through the drafting, review, and signature processes,and will be kept with the City's final executed copy of the document. Required fields are indicated in gray scale. Document: GSI Water Solutions Personal Services contract (Include names of to the document) Type of Document: Contract ® Lease ❑ Easement❑ Deed ❑ IGA Ig Other(Specif) Dept Contact: Tam De Mille-Campos ACTION REQUESTED: Dept:Public Works Phone: Ext 2420 0 Review Draft ' Date submitted to Legal: 02/12/2020. 111 Approve final and forward to: Draft due by: ASAP (Unless indicated,Legal will return document to you) Return Requested,by: Tami De Mille-Campos, Complete this section ONLY the first time this form is filled out: Has this document been previously worked on by the Legal Dept Staff? I* No ❑ Yes If yes,by whom? LEGAL DEPT First Date Received by Legal Date: k21W0 By: USE ONLY Returned to Dept. for Revision Date: By: — � Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for Additional Review by Legal Date: By: Returned to Dept for Revision Date: By: Final Logged out by Legal Date: By: Comments from LEGAL to DEPARTMENT: Comments from DEPAR HENT to L A ❑ See Attached. Return original executed document to I I?pes this document need to be recorded? Recorder for safekeeping? ❑ No d es No ❑ Yes CITY AD TRATOR/DE ARTIVIENT HEAD Please do not sign the attached document until the pproved by the Legal Dept be ow: FINAL.LEGAL DEPARTMENT APPROVAL: - 4.- ,n---- Date: .,2—/a" G:\legal\DEEARTMENTS\Contracting\FORMS\Legal Doc Transmittal KLB.docx PERSONAL SERVICES AGREEMENT (less than $25,000.00) CONSULTANT: GSI Water Solutions, Inc. CITY OF CONSULTANT'S CONTACT: Adam Sussman ASHLAND 20 East Main Street ADDRESS: 1600 Western Blvd., Suite 240 Ashland, Oregon 97520 Corvallis, Oregon 97333 Telephone: 541/488-5587 Fax: 541/488-6006 TELEPHONE: 541-753-0745 EMAIL: asussman@gsiws.com This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter "City") and GSI Water Solutions Inc., an assumed business name of Groundwater Solutions, Inc.; a domestic business corporation("hereinafter"Consultant"), for assisting the City with two water rights-related projects as follows: (1)the transfer of the,place of use for a.4.5 acre water right served by the Talent Irrigation District, and: (2)the potential purchase of Water Right Certificate 16028. J 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 June 30, 2021. 2. Scope of Work: Consultant will assist the City with two water rights-related projects as follows: (1) the transfer of the place of use for a 4.5 acre water right served by the Talent Irrigation District, and(2) the potential purchase of Water Right Certificate 16028, as more fully set forth in the Consultant's Proposal dated February 04, 2020,which is attached hereto as "Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the"Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other 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. 4. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 5. 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 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. Page 1 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. c ' 6. Compensation: City shall pay Consultant at the hourly rates based in its 2020 GSI Fee Schedule set forth in"Exhibit A,"which is attached hereto and incorporated herein, 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 sum of$11,450.00 (eleven thousand four hundred and fifty dollars)without the express,written approval from the City official _ whose signature appears below, or such official's successor in office. 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. 7. 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. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,50715 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. 10. Indemnification: Consultant hereby agrees to 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, to the extent caused by the negligent 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, subrogations, actions, costs,judgments, or other °damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. r b. 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. c. 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: 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 purchas&under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or Page 2 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. iii. 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. d. For Default or Breach. i. 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. ii. 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. 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 Agreement. - e. Obligation/Liability of Parties. Termination or modification of this Agreement 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 Subsection a, b, c, or d 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 Agreement 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. , 12. 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. 13. 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. • Page 3 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. L. 14. 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. • 15. Insurance. Consultant shall, at its own expense,maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 1656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per claim. This is to cover any damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. "Tail" coverage will be required at the completion of the Work under this Agreement for the remaining Term, and for not less than twenty-four(24) months after completion of all Work. Consultant shall be responsible for furnishing certification of the "tail" coverage as'described herein or continuous "claims made"liability coverage for not less than twenty-four(24)months following completion of all Work,provided that the continuous "claims made" coverage has a retroactive date on or before the Effective Date of this Agreement. c. ,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. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, 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' prior written notice from the Consultant or its insurer(s)to the City. 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, 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 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. 16. 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 Page 4 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. • owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement,.including any extensions hereof, comply with: (i)All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws..or provisions. 18. Governing Law; Jurisdiction; Venue: This Agreement 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 the Consultant that arises from or relates to this Agreement 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 its signature hereon of its authorized representative, hereby consents to the in personam jurisdiction of said courts. 19. 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. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. Page 5 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. 21. Nonappropriations 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. 22. Certification. Consultant shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. CITY OF ASHLAND: GROUNDWATER SOLUTIONS,INC. dba GSI WATER SOLUTIONS, INC. (CONSULTANT): By: City Administrator By: Signature Printed Name Printed Name Date - Title Date Purchase Order No. (W-9 is to be submitted with this signed Agreement) 7APP ED As 1 PM Ash and Asst.City Attorney Dates a-1.0'- .1°" Page 6 of 6: Personal Services Agreement between the City of Ashland and GSI Water Solutions,Inc. ~ Exhibit A rlIZI ,Water Solutions,Inc.' February 4, 2020 • Scott Fleury P.E. " Deputy Public Works Director 20 East Main Street Ashland OR 97520 • RE: Proposed Scope of Work—Water Rights Consulting Dear Scott: At your request, GSI Water Solutions, Inc. (GSI) is providing this scope of work to assist the City of Ashland(City)with two water rights-related projects: (1)the transfer of the place of use for a 4.5 acre water right served by Talent Irrigation District, and(2)the potential purchase of water right certificate 16028. GSI's proposed scope of work for these two projects is described in more detail below. . Scope of Services Task 1: Complete Permanent District Water Right Transfer Application-The City has completed much of the required permanent District Water Right Transfer Application and the Talent Irrigation District (TID) Transfer Application Checklist. GSI will review the materials provided by the City and suggest modifications, as appropriate. One of GSI's Certified Water , Rights Examiners (CWRE) will also review the application map developed by the City and suggest modifications, as appropriate. Once the map is finalized by the City, GSI's CWRE will stamp the map and we will provide the full application package to the City for submittal to TID. Task 2: Potential Purchase of Water Right Certificate 16028 -From our conversations we understand that the City has the opportunity to purchase water right Certificate 16028 (use of 0.11 cfs from Ashland Creek for irrigation) and potentially transfer the water right in a manner that would improve the City's Ashland Creek municipal water supply. The activities under this task will include but are not limited to: • evaluate the status and transferability of the water right and provide the City an e-mail summary; • explore the options and potential benefits for use of the acquired water right and provide the City an e-mail summary; • assist the City and its attorney with developing a term sheet for the water right purchase; • assist the City and its attorney with development of a Purchase and Sale Agreement; r Page L 2 • develop the needed water right transfer application; • facilitate the review of the transfer by Oregon Water Resources Department (OWRD) including review of OWRD decision documents; • provide general assistance during the transfer process; and • communicate with City staff and project management. Budget . The estimated budget for this effort is based on an estimate of time and materials. Given our current understanding of the project we estimate a not to exceed budget of$11,450 being: Task 1 (Complete Permanent District Water Right Transfer) -Estimated budget of$2,405. This budget assume the application materials are largely complete and.the City will make any required changes to the application map. • Task 2 (Potential Purchase of Water Right Certificate 16028)—Estimated budget of$9,045. ' This budget assumes the City will directly pay any required water right transfer application fees. This budget will not be exceeded without prior authorization from the City. GSI's 2020 labor rates are attached. • Schedule We are prepared to begin work upon receiving authorization to proceed. We estimate that Task 1 can be completed within 3 weeks of notice to proceed; however, that timeframe is contingent on prompt City response form the City. The timeframe for completing Task 2 is largely dependent on the City. For purposes of project planning GSI has assumed that a Purchase and Sale Agreement could be executed within 2 months of notice to proceed and a water right transfer developed and submitted within one month after that. Once a water right transfer application is submitted to OWRD, the processing timeline is approximately 12 months. Thank you for the opportunity to assist the City of Ashland. We look forward to working with you. , Sincerely, GSI Water Solutions, Inc. ., ......i5z..- . Adam Sussman Principal Water Resources Consultant Enclosure: GSI's 2020 labor rates / 1600 Western Blvd.,Suite 240 Corvallis;OR 97333 P:.541.753.0745F:541.754(.4211 info@gsiwatersolutions.com www.gsiwatersolutions.com ' -r - •' Iw' GS" WaterSolutioi s,Inc: 2020 GSI Fee Schedule - Labor Category Hourly Rate Technical Professionals • Principal $180 - $245 Supervising $150 - $185 Managing $140 - $155 Consulting . $125 - $145 Project $105 - $130 Staff $85 - $115 Other Services GIS/Graphics/Database S $100 - $160 Editor/Documents $110 - $135 Administration $65 - $105 The hourly rate for trial preparation and expert witness testimony is 1.5 times the standard billing rate shown above. Expenses • Mileage: IRS authorized rate/mile plus 10 percent markup • Direct expenses and outside services: Cost plus 10 percent markup RENEWAL OF REGISTRATION E-FILED Corporation Division - Feb 06,2019 www.filinginoregon.com OREGON SECRETARY OF STATE REGISTRY NUMBER 41955295 REGISTRATION DATE 03/09/2007 BUSINESS NAME GSI WATER SOLUTIONS, INC. BUSINESS ACTIVITY CONSULTING SERVICES TYPE ASSUMED BUSINESS NAME PRIMARY PLACE OF BUSINESS 55 SW YAMHILL ST STE 300 PORTLAND OR 97204 USA JURISDICTION OREGON COUNTIES BAKER, BENTON, CLACKAMAS, CLATSOP, COLUMBIA, COOS, CROOK, CURRY, DESCHUTES, DOUGLAS, GILLIAM, GRANT, HARNEY, HOOD RIVER, JACKSON,JEFFERSON, JOSEPHINE, KLAMATH, LAKE, LANE, LINCOLN, LINN, MALHEUR, MARION, MORROW, MULTNOMAH, POLK, SHERMAN,TILLAMOOK, UMATILLA, UNION,WALLOWA,WASCO,WASHINGTON,WHEELER,YAMHILL AUTHORIZED REPRESENTATIVE ANTHONY J MOTSCHENBACHER MOTSCHENBACHER BLATTNER LLP 117 SW TAYLOR ST STE 300 PORTLAND OR 97204 USA REGISTRANT/OWNER Mite 8 1T9 NDWATER SOLUTJONS,, IN.0 I 55 SW YAMHILL STREET SUITE 300 PORTLAND OR 97204 USA �. Page 1 ' r Corporation Division www.filinginoregon.com , OREGON SECRETARY OF STATE I declare as an authorized signer,that this filing has been examined by me and is,to the best of my knowledge and belief, true,correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment, or both. By typing my name in the electronic signature field, I am agreeing to conduct business electronically with the State of Oregon. I understand that transactions and/or signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement. ELECTRONIC SIGNATURE NAME ANTHONY J MOTSCHENBACHER BY JACKIE WANG TITLE , AUTHORIZED REPRESENTATIVE DATE SIGNED 02-06-2019 • CyPage 221 6. Compensation: City shall pay Consultant the sum of$11,450.00 (eleven thousand four hundred fifty dollars) 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 sum of$11,450.00 (eleven thousand four hundred fifty dollars)without the express, written approval from the City official whose signature appears below, or such official's successor in office. 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. 7. 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. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,507.75 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 j, by all employees. to the extent caused by the negligent r ` �St r SH 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its offic rs, reit employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judg ents, or 1(4 other damages resulting from injury to any person(including injury resulting in death), or dama e (including loss or destruction)to property,of whatsoever nature arising out of or incident to the (9' 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, subrogations, actions, costs,judgments, or other damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. 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. c. 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: i. If City funding from federal, state, county or other sourcesis 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 . Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or Page 2 of 6: Personal Services Agreement with GSI Water Solutions,Inc.