HomeMy WebLinkAbout2005-173 Contract - Blackstone Associates
CITY OF
ASHLAND
PERSONAL SERVICES CONTRACT
Personal Services contract made on the date specified below in Recital A between the City and Consultant as follows:
Recitals:
A. The following information applies to this contract:
CITY: CITY OF ASHLAND
City Hall
20 E. Main St.
Ashland, Oregon 97520
(541) 488-6002
FAX: (541) 488-5311
Consultant: BLACKSTONE ASSOCIATES (Barbara Blackstone) II
Address: 222 Southwest Harrison Street, Suite 21 H, Portland, OR: 97201
Telephone: (503) 525-4120
FAX: ,~'03 -5rJS-#~8'
Date of this agreement: B: Date RFP 1st Advertised:
Beginning Date: July 11, 2005 '0 Proposal opening date: Waived by City Council at Council MeE!ting July 19,
Completion Date: September 200511 2005.
2.2. Contracting officer: Gino Grimaldi, City Administrator
6.1
8.3. Maximum contract amount: $25,000 to $35,000
B. On the date noted above, City issued a request for proposals (RFP) for consulting services needed by City for the project
described above. Consultant submitted a proposal in response to the RFP on the date noted above.
C. After reviewing Consultant's proposal and proposals submitted by other offerors, City selected Consultant to provide the
services covered by the RF P.
City and Consultant agree as follows:
1. Relationship between City and Consultant: Consultant accepts the relationship of trust and confidence establis~led between
Consultant and City by this contract. Consultant covenants with the City to perform services and duties in conformance to and
consistent with the standards generally recognized as being employed by professionals of consultant's caliber in tile locality of
the project. Consultant further covenants to cooperate with City, City's representatives, contractors, and other intemsted parties
in furthering the interests of City with respect to the project. In order to promote successful completion of the projeGt in an
expeditious and economical manner, Consultant shall provide professional consulting services for City in all phases of the project
to which this contract applies, serve as City's professional consulting representative for the project, and give professional
consultation and advice during the term of this contract. Consultant acknowledges that City is relying on consultant to provide
professional consulting services in a manner that is consistent with the interests of City.
2. Definitions: Generally words, terms and phrases used in this contract shall have the meaning ascribed to them in the
construction industry, unless the context clearly indicates otherwise. As used in this contract:
2.1. "City" means the City of Ashland, Oregon.
2.2. "Contracting officer" means the person specified in Recital A above or that person's designee.
2.3. "Project" means the project described in Recital A.
2.4. "Work" or "Services" shall mean all labor, materials, plans, specifications, opinions, reports, and other consulting
services and products which Consultant is required to provide under this contract.
3. Term: The term of this contract shall commence on the date specified in Recital A above and end no later than the completion
date specified in Recital A above, or on one of the following occurrences: 1) completion of all services required by this contract;
or 2) a date mutually agreed upon by all parties to this contract.
4. Authority of Contractinq Officer: The contracting officer shall have the authority to act on behalf of City in the administration
and interpretation of this contract. The contracting officer shall have complete authority to authorize services, transmit
instructions, receive information, interpret and define City's policies and make other decisions with respect to Consultant's
services.
5. Consultino Services: Consultant shall provide services to City that are described in the RFP.
5.1. In connection with the services described in the RFP, Consultant shall:
5.1.1. Consult appropriate representatives of City to clarify and define City's requirements relative
to the services.
5.1.2. Review available data relative to the services.
5.1.3. Identify data which is not available and is needed to fulfill the services, and act as City's
representative in obtaining such data.
5.1.4. Prepare monthly progress reports to the contracting Officer on the status of services.
5.1.5. Cooperate with other consultants retained by City in the exchange of information needed for
completion of the services and the project.
5.2. Consultant shall commence performance of services within five days after receiving written authorization from the
contracting officer for work described in the RFP. Consultant shall perform the services as expeditiously as is consistent with
professional skill and care and the orderly progress of the project. Upon request of City, Consultant shall submit for City's
approval, a schedule for the performance of work elements described in the RFP. Each schedule shall include allowance for
periods of time required for City's review and approval of Consultant's services. Each schedule, approved by City, shall become
a part of this contract.
5.3. Consultant shall perform the services as an independent contractor in accordance with generally accepted
standards in Consultant's profession. Consultant shall be responsible for the professional quality, technical accuracy and the
coordination of all services performed by Consultant. Consultant shall, without additional compensation, correct or revise any
error or deficiencies in the services that are caused by Consultant's negligence. City's review, approval, acceptance of, or
payment for, any of the services shall not be construed to waive any of City's rights under this contract or of any cause of action
arising out of Consultant's services. In the event of any breach of this contract by Consultant or negligent performance of any of
the services, City's cause of action against Consultant shall not be deemed to accrue until City discovers such breach or
negligence, or should have, with reasonable diligence, discovered such breach or negligence. The preceding sentence shall not
be construed, however, to allow City to prosecute an action against Consultant beyond the maximum time limitation provided by
Oregon law.
6. Assiqnment of Consultant's Personnel:
6.1. The services covered by this contract shall be rendered by, or under the supervision of the person specified in
Recital A above, who shall act as Consultant's representative in all communications and transactions with City.
6.2. Consultant will endeavor to honor reasonable specific requests of City with regard to assignment of Consultant's
employees to perform services if the requests are consistent with sound business and professional practices.
7. Responsibilities of City:
7.1. City will cooperate fully with Consultant to achieve the objectives of this contract.
7.2. City will provide information, documents, materials and services that are within the possession or control of City
and are required by Consultant for performance of the services.
7.3. City will arrange for access to, and make all provisions for Consultant to enter upon, public and private property as
required for Consultant to perform the services.
7.4. City will provide all permits necessary for completion of the project.
7.5. The contracting officer will act as liaison between City, Consultant, public agencies, and others involved in the
project.
8. Payment:
8.1. City shall pay Consultant for services and reimburse Consultant for expenses incurred by Consultant in
performance of services in accordance with a payment schedule to be submitted by Consultant and accepted by City. No
reimbursement will be made for expenses that are not specifically itemized in this payment schedule without prior approval by
the contracting officer.
8.2. Consultant shall submit monthly invoices to City for Consultant's services within ten days after the end of the
month covered by the invoice.
8.3. Total payments under this contract or any amendments shall not exceed the sum specified in Recital A above.
9. Compliance with Law:
9.1. This contract will be governed by and construed in accordance with laws of the State of Oregon. Consultant shall
promptly observe and comply with all present and future laws, orders, regulations, rules and ordinances of federal, state, City
and city governments with respect to the services including, but not limited to, provisions of ORS 279C.505, 2'79C.515,
279C.520, and 279C.530.
9.2. Pursuant to ORS 279C.520(2) any person employed by Consultant who performs work under this contract shall be
paid at least time and a half pay for all overtime in excess of 40 hours in anyone week, except for persons who are excluded or
exempt from overtime pay under ORS 653.010 to 653.261 or under 29 U.S.C. Sections 201 to 209.
9.3. Consultant is a "subject employer" as defined in ORS 656.005 and shall comply with ORS 656.017. Prior to
commencing any work, Consultant shall certify to City that Consultant has workers' compensation coverage required by ORS
Chapter 656. If Consultant is a carrier insured employer, Consultant shall provide City with a certificate of insurance. If
Consultant is a self-insured employer, Consultant shall provide City with a certification from the Oregon Department of Insurance
and Finance as evidence of Consultant's status.
9.4. If the amount of this contract is $15,964 or more, Consultant is required to comply with chapter 3.12 of the
Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract
and to any subcontractor who performs 50% or more of the service work under this contract. Consultant is also required to post
the attached notice predominantly in areas where it will be seen by all employees.
10. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. To
the extent permitted by law, City shall, within the limits of the Oregon Tort Claims Act, defend, indemnify and hold harmless
Consultant, its consultants, agents and employees against all damages, claims, expenses and losses arising out of any reuse of
plans, specifications and other documents prepared by Consultant without prior written authorization of Consultant.
11. Records:
11.1. Consultant shall develop and maintain complete books of account and other records on the services, which are
adequate for evaluating Consultant's performance. Consultant shall maintain records in such a manner as to provide a clear
distinction between the expenditures and revenues related to the project and the expenditures and revenues related to
Consultant's other business.
11.2. Consultant's books and records shall be made available for inspection by City at reasonable times, to verify
Consultant's compliance with this contract. City shall have the right to request an audit of Consultant's books and I"ecords by a
certified public accountant retained by City.
12. Indemnification: Consultant shall defend, indemnify and save City, its officers, agents, and employees harmless from any and
all claims, actions, costs, judgments, damages or other expenses resulting from injury to any person (including injury resulting in
death,) or damage to property (including loss or destruction), of whatsoever nature arising out of or incident to the negligent
performance of this contract by Consultant (including but not limited to, the negligent acts or omissions of 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 claims, actions, costs, judgments, damages or other expenses, directly and proximately caused
by the negligence of City.
13. Insurance:
13.1. Consultant shall, at its own expense, at all times during the term of this contract, maintain in force:
13.1.1. A comprehensive general liability policy including coverage for contractual liability for
obligations assumed under this contract, blanket contractual liability, products and Clleted operations and
owner's and contractor's protective insurance; , ~
43.1.2. t P~9f8€€ieA31 6ff6f! ~I,d ullli~~iuI16 li~bility f'6Iiey; ElAd 0/...8 .
13.1.3. A e;6ffif.m:t'1cR3i've 8tJt6ffi6bile liabilit~ f'6liey iAcll:lsiRS gwned ~md.non O\'JACa EltJt6mobi~ &13
13.2. The coverage under each liability insurance policy shall be equal to or greater than the limits for claims made
under the Oregon Tort Claims Act, ORS 30.260-30.270, with minimum coverage of $500,000 per occurrence (combined single
limit for bodily injury and property damage claims) or $500,000 per occurrence for bodily injury and $100,000 per occurrence for
property damage.
13.3. Liability coverage shall be provided on an "occurrence" basis. "Claims made" coverage will not be acceptable,
except for the coverage required by subsection 13.1.2.
13.4. Contractor shall submit certificates of insurance acceptable to the City with the signed contract prior to the
commencement of any work under this agreement. Each certificate shall state that coverage afforded under the policy cannot be
cancelled or reduced in coverage cannot be made until at least 30 days prior written notice has been given to City. A certificate
which states merely that the issuing company "will endeavor to mail" written notice is unacceptable. Each certificate of insurance
shall provide proof of required insurance for the duration of the contract period.
14. Default:
14.1. There shall be a default under this contract if either party fails to perform any act or obligation required by this
contract within ten days after the other party gives written notice specifying the nature of the breach with reasonable particularity.
If the breach specified in the notice is of such a nature that it cannot be completely cured within the ten day period, no default
shall occur if the party receiving the notice begins performance of the act or obligation within the ten day period and thereafter
proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable.
14.2. Notwithstanding subsection 14.1, either party may declare a default by written notice to the other party, without
allowing an opportunity to cure, if the other party repeatedly breaches the terms of this contract.
14.3. If a default occurs, the party injured by the default may elect to terminate this contract and pursue any equitable
or legal rights and remedies available under Oregon law. All remedies shall be cumulative.
14.4. Any litigation arising out of this contract shall be conducted in Circuit Court of the State of Oregon for Jackson
County.
15. Termination without Cause:
15.1. In addition to the right to terminate this contract under subsection 14.3, City may terminate by giving Consultant
written notice sixty days prior to the termination date.
15.2. In addition to the right to terminate this contract under subsection 14.3, Consultant may complete such analyses
and records as may be necessary to place its files in order and, where considered necessary to protect its professional
reputation, to complete a report on the services performed to date of termination.
15.3. If City terminates the contract under subsection 15.2, Consultant shall be paid for all fees earned and costs
incurred prior to the termination date. Consultant shall not be entitled to compensation for lost profits.
16. Notices: Any notice required to be given under this contract or any notice required to be given by law shall be !In writing and
may be given by personal delivery or by registered or certified mail, or by any other manner prescribed by law.
16.1. Notices to City shall be addressed to the contracting officer at the address provided for the City in Recital A
above.
16.2. Notices to Consultant shall be addressed to the Consultant's representative at the address provided for the
Consultant in Recital A above.
17. Assiqnment: City and Consultant and the respective successors, administrators, assigns and legal representatives of each
are bound by this contract to the other party and to the partners, successors, administrators, assigns and legal representatives of
the other party. Consultant shall not assign or subcontract Consultant's rights or obligations under this contract without prior
written consent of City. Except as stated in this section, nothing in this contract shall be construed to give any rights or benefits to
anyone other than City and Consultant.
18. Modification: No modification of this contract shall be valid unless in writing and signed by the parties.
CONSULTANT:
BY ;b!:--lJtadr~
'" . Signature
~ I:- J/acl-sioll'L
Print Name
TITLE ~
DATE g-l-e;s-
FederallD# 31gt/tJ/gc;/f
CITY OF ASHLAND:
~INA~R
::TE - 'i S;;STRATOR
CONTENT REVIEW
BY
CITY DEPARTMENT HEAD
DATE
ACCOUNT #
PURCHASE ORDER #
(for City purposes only)
*Completed IRS W-9 and Proof of required insurance form must be submitted with contract
Contract with Blackstone Associates for Resolution of Communication and Working
Relationship Issues within the Ashland Police DepaJ1ment
Blackstone Associates will:
. Assess the communications and working relationships between the police chief
and the management team.
. Recommend a workplan to address the changes and improvements that need to be
made.
. Coach both the chief and others for the implementation of the workplan.
. Facilitate discussions between parties: to resolve issues and improve working
relati onshi ps.
. Develop and present a workshop for the management team to cover
communication and conflict resolution protocols within the APD. Protocols will
include appropriate actions to be taken if the protocols are not followed.
. Keep the city administrator apprised of the progress and timing of the
implementation activities.
City of Ashland will:
. Schedule meetings with appropriate parties as needed.
. Provide consultant with all necessary information to fulfill the contract.
. Provide direction to members of the A.PD to ensure timely responses, focus, and
completion of the recommended workplan.
. Notify consultant of any changes that: may be needed to the workplan during the
implementation phase.
Timing of the project:
. Blackstone Associates will begin the project on July 11, 2005 in Ashland.
. The assessment and proposed workplan will be forwarded to the city
administrator on July 18.
. The implementation of the workplan will begin the week of July 25 and, except
for the workshop, will be completed by September 1, 2005.
. The workshop will be presented at a time to be negotiated between the APD, the
City, and the consultant, but will occur no later than September 30, 2005.
Compensation:
. The consultant will bill the City at the rate of $150 per hour of work. Travel time
to and from Ashland will be billed at $75 per hour.
. Travel expenses will be billed to the City and will include hotels, meals, mileage,
and incidental phone charges.
. The consultant estimates that the entire project may take 150 hours of work time
depending on the specific needs of the client as the project proceeds.
. The City will pay all invoices submitted by the consultant promptly.
END # 666277
PREVIOUS# INITIAL
AUTH.# CP0407770
DECLARATIONS
ARBITRATORS AND MEDIATORS PROFESSIONAL LIABILITY INSURANCE
issued to the
NATIONAL ASSOCIATION OF SALARIED PRO~ONALS PURCHASING GROUP
and
SPEcIrlliU MEMBERS OF nIB
ASSOCIATION FUR CONFLICT RESOLUTION
EVIDENCE OF INSURANCE effected with certain
UNDERWRITERS AT LLOYD'S, LONDON
PARTICIPATION HEREON: 100%
K.. BLACKSTONE
Harrison Street #21H
OR 97201
OF LIABILITY:
Each claim:
Aggregate:
Deductible
Retroactive Date:
S100,OOO.OO
$300,000.00
$500.00 each claim
NONE
(Including endorsements):
$215.00
$25.00
$4.80
'!AL LLOYD'S PREMIUM (Including Taxes & Fees):
$244.80
Several Liability Notice LSW 1001
Small Additional and Return Premiums Clause NMA 1168
Nuclear Incident Exclusion Clause NMA 1256
.;..Arbitration Proceedings Exclusion
OF INSURANCE:
May 1, 2005 12:01 a.m. to May 1, 2006 12:01 a.m.
. tion of the additional premium paid and in reliance upon the statements in the application attached hereto, the above specified
is an Assured under the Certificate of Insurance issued to the National Association of Salaried Professionals Purcbasms Group, Inc. of
Illinois and the Association for Conflict Resolution by Underwriters at Lloyd's, London <not incorporated) for the period of msurance
ts of liability specified above. All other terms, conditions, and exclusions of the Certificate are unchanged.
:~es that the attached Certificate is a true copy of the original document issued.
terms. conditions, limits and exclusions remain unchanged.
ed to and forming part of Certificate No.: CEM 2553
UNDERWRITERS AT LLOYD'S, LONOON
Complete Equity Markets, Inc.
By
~7Y~
is evidenm of insurance procured and developed under the Oregon Surplus Lines laws. It is NOT ,",.nrQ.~ by the
provisions of ORS 734.510 to 734.710 relating to the Oregon UlS1II'3.Da' Guaranty Association. If the insurer issuing this
insurance hernrnm: insolvent, the Oregon IJJsuraDal Guan.nt:, Association has no obligation to pay claims under this
evidence of insurance.
PIn-4- (pO) 10017967
r.,
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
CITY RECORDER'S COp~:........................r....
PO NUMBER
8/30/2005 06254
Page 1 /1
VENDOR: 010129
BLACKSTONE ASSOCIATES
222 SW HARRISON SUITE 21 H
PORTLAND, OR 97201
SHIP TO: City of Ashland
(541 ) 488-6002
20 E MAl N STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date: 7/11/2005
Speciallnst:
Req. No.:
Dept.: POLICE
Contact: Gino Grimaldi
Confirming? No
BILL TO: Account Payable
20 EAST MAl N ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
25 000.00
0.00
0.00
25,000.00
& ~/ P-;f~ as-
Au rized Signature
VENDOR COpy
C~ITY OF
ASHLAND
REQUISITION FORM
Date of Request:
THIS REQUEST IS A:
D Change Order( existing PO #
Required Date of Delivery/Servlice:
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
8LfJCt-sTONE. flA550c/rtTe6
z-ZZ 5V\/ HI1f?*~5DN Sf7:2.EEr) SU/75- 2JH
PO!2-TLA-AfO I ()~ CJ72O/
C?)O?J. 525. ~(2C)
&vz-btVUL /!?/ at'h foY7~
SOLICITATION PROCESS~f\/ro fJY kSHLft11p C4TY CrJt1fI-Cl1 jUt f4-
Small Procurement D Sole Source D Invitation to Bid
D Less than $5,000; D Written findings attached (Copies on file)
D Quotes (Not required) ,
J~
I
!
Intermediate Procurement
D (3) Written Quotes
(Copies attached)
Cooperative Procurement
D State of OR/WA contract
D Other government agency contract
D Copy of contract attached
D Contract #
D Request for Proposal
(Copies on file)
Special I Exemplt
Written findings attached
D Emeraencv
D Written findings attached
325; DoD
Description of SERVICES
Per attached PROPOSAL
Item # Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
Project Number _ _ _ _ _ _ . _ _ _
D Per attached QUOTE
Account Number 11 Q .Q(P.ll. 05- fo_Q,q LOiJ
* Items and services must be charged to the appropriate account numbers for the finaneials to reflect the actual expenditures accurately.
By signing this requisition form, I certify that the information provided above meets the City of AShland1!- Pln~tacti e uirements,
and the documentation can be provided upon request. ~
j1 . -
Employee Signature: I , '- upervisor/Dept. Head Signature: \
G: Finance\Procedure\AP\Forms\8_Requisition form revised
Updated on: 8/29/2005