HomeMy WebLinkAbout2007-068 Contract - Paul Nolte
Contract for PERSONAL SERVICES Less than $25,000
ADDRESS: 3860 Fisher Road, Roseburg Oregon,
97470
TELEPHONE: 541-821-2271
DATE AGREEMENT PREPARED: FAX: 541-672-2134
3/20 /07
BEGINNING DATE: 3/20/07 COMPLETION DATE: 3/20/08
COMPENSATION: $170 per hour plus expenses. Travel time is $80 per hour.
CITY OF
ASHLAND
20 East Main Street
Ashland, Oregon 97520
Telephone: 541/488-6002
Fax: 541/488-5311
CONTRACTOR: Paul Nolte, Attorney
CONTACT: Paul Nolte
SERVICES TO BE PROVIDED: provide legal services to the City of Ashland for the purpose of drafting
ordinances to address the charter measures on the May 2007 ballot. These ordinances would establish the setting of
salaries for the mayor, councilors, recorder and judge as a part of the budget process; establish the budget for the
city band and parks commission as a part of the annual budget process; address city parks and the Parks and
Recreation Commission by protecting park land and preserving programs and the OSF leases in the manner
specified in the current charter; conform the municipal code to the city manager ballot measure and address the
cemetery trust fund. Other amendments that may be necessary to conform the code to the charter ballot measures
will be identified and drafted when authorized. Review City informational materials regarding the charter measures
for comprehensiveness, accuracy and impartiality.
ADDITIONAL TERMS:
FINDINGS:
Pursuant to AMC 2.52.040E and AMC 2.52.060, after reasonable inquiry and evaluation, the
undersigned Department Head finds and determines that: (1) the services to be acquired are personal
services; (2) the City does not have adequate personnel nor resources to perform the services; (3) the -
statement of work represents the department's plan for utilization of such personal services; (4) the
undersigned consultant has specialized experience, education, training and capability sufficient to
perform the quality, quantity and type of work requested in the scope of work within the time and
financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6)
the compensation negotiated herein is fair and reasonable.
.
NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND
CONTRACTOR AGREE as follows:
1 . Findings I Recitations. The findings and recitations set forth above are true and correct and are
incorporated herein by this reference.
2. All Costs by Contractor: Contractor shall, at its own risk and expense, perform the personal
services described above and, unless otherwise specified, furnish all labor, equipment and materials
required for the proper performance of such service.
3. Qualified Work: Contractor has represented, and by entering into this contract now represents,
that all personnel assigned to the work required under this contract are fully qualified to perform the
service to which they will be assigned in a skilled and worker-like manner and, if required to be
registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded.
4. Completion Date: Contractor shall start performing the service under this contract by the beginning
date indicated above and complete the service by the completion date indicated above.
5. Compensation: City shall pay Contractor for service performed, including costs and expenses, the
sum specified above. Once work commences, invoices shall be prepared and submitted by the tenth
of the month for work completed in the prior month. Payments shall be made within 30 days of the
date of the invoice. Should the contract be prematurely terminated, payments will be made for work
com Dieted and accepted to date of termination.
6. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be
the property of City.
7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of
this contract.
8. Living Wage Requirements: If the amount of this contract is $16,936 or more, Contractor 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. Contractor is also
required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen
by all employees.
9. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and
agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations,
or other damages resulting from injury to any person (including injury resulting in death), or damage
(including loss or destruction) to property, of whatsoever nature arising out of or incident to the
performance of this contract by Contractor (including but not limited to, Contractor's employees,
agents, and others designated by Contractor to perform work or services attendant to this contract).
Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions,
costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of
City.
10. Termination:
a. Mutual Consent. This contract may be terminated at any time by mutual consent of both
parties.
b. City's Convenience. This contract may be terminated at any time by City upon 30 days'
notice in writing and deliver~d by certified mail or in person.
c. For Cause. City may terminate or modify this contract, in whole or in part, effective
upon delivery of written notice to Contractor, or at such later date as may be established by City
under any of the following conditions:
i. If City funding from federal, state, county or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity
of services;
ii. If federal or state regulations or guidelines are modified, changed, or interpreted
in such a way that the services are no longer allowable or appropriate for
purchase under this contract or are no longer eligible for the funding proposed
for payments authorized by this contract; or
iii. If any license or certificate required by law or regulation to be held by Contractor
to provide the services required by this contract is for any reason denied,
revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Contractor may terminate this contract in the event of a breach of
the contract by the other. Prior to such termination the party seeking
termination shall give to the other party written notice of the breach and intent to
terminate. If the party committing the breach has not entirely cured the breach
within 15 days of the date of the notice, or within such other period as the party
giving the notice may authorize or require, then the contract may be terminated
at any time thereafter by a written notice of termination by the party giving
notice.
ii. Time is of the essence for Contractor's performance of each and every
obligation and duty under this contract. City by written notice to Contractor of
default or breach, may at any time terminate the whole or any part of this
contract if Contractor fails to provide services called for by this contract within
the time specified herein or in any extension thereof.
iii. The rights and remedies of City provided in this subsection (d) are not exclusive
and are in addition to any other rights and remedies provided by law or under
this contract.
e. Obliaation/Liability of Parties. Termination or modification of this contract pursuant to
subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either
Darty alreadv accrued prior to such termination or modification. However, uDon receivinQ a
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notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or
d of this section, Contractor shall immediately cease all activities under this contract, unless
expressly directed otherwise by City in the notice of termination. Further, upon termination,
COlltractor shall deliver to City all contract documents, information, works-in-progress and other
property that are or would be deliverables had the contract been completed. City shall pay
Contractor for work performed prior to the termination date if such work was performed in
accordance with the Contract.
11. Independent Contractor Status: Contractor is an independent Contractor and not an employee of
the City. Contractor shall have the complete responsibility for the performance of this contract.
Contractor shall provide workers' compensation coverage as required in ORS Ch 656 for all persons
employed to perform work pursuant to this contract. Contractor is a subject employer that will
comply with ORS 656.017.
12. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any
portion of the work without the written consent of City. Any attempted assignment or subcontract
without written consent of City shall be void. Contractor shall be fully responsible for the acts or
omissions of any assigns or subContractors and of all persons employed by them, and the approval
by City of any assignment or subcontract shall not create any contractual relation between the
assignee or subContractor and City.
13. Default. The Contractor shall be in default of this agreement if Contractor: commits any material
breach or default of any covenant, warranty, certification, or obligation it owes under the Contract;
its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is
required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this
agreement; institutes an action for relief in bankruptcy or has instituted against it an action for
insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a
regular basis of the type identified in its obligations under the Contract; or attempts to assign rights
in, or delegate duties under, the Contract.
14. Insurance. Contractor shall at its own expense provide 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 Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each
claim, incident or occurrence. This is to cover damages caused by error, omission or negligent
acts related to the professional services to be provided under this contract.
c. General Liability insurance with a combined single limit, or the equivalent, of not less
than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each
occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage
for the indemnity provided under this contract.
d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less
than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily
Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as
applicable.
e. Notice of cancellation or chance. There shall be no cancellation, material change,
reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice
from the Contractor or its insurer(s) to the City.
f. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland,
Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance
policies required herein but only with respect to Contractor's services to be provided under this
Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall
furnish acceptable insurance certificates prior to commencing work under this contract. The
certificate will specify all of the parties who are Additional Insureds. Insuring companies or
entities are subject to the City's acceptance. If requested, complete copies of insurance policies,
trust agreements, etc. shall be provided to the City. The Contractor shall be financially
responsible for all pertinent deductibles, self-insured retentions and/or self-insurance.
15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in
accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws,
rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City
(and/or any other or department of the State of Oregon) and the Contractor that arises from or
relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court
of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States District
Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein
of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no
event shall this section be construed as a waiver by City of any form of defense or immunity, based
on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from
the jurisdiction.
16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS
OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY
BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL
BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE
GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL
OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY
SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT
HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY
ITS TERMS AND CONDITIONS.
17. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently
available and authorized for expenditure to finance the costs of this contract within the City's fiscal
year budget. Contractor understands and agrees that City's payment of amounts under this contract
attributable to work performed after the last day of the current fiscal year is contingent on City
appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable
administrative discretion, to continue to make payments under this contract. In the event City has
insufficient appropriations, limitations or other expenditure authority, City may terminate this contract
without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no
further liability to Contractor.
18. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein
incorporated by reference.
:~N~rP ~
o 1 ,Signature
,fIG{ L ~ 0 L--,-e.
Print Name
CITY OF ASHLAND:
BY ~ ~ECTOR
DATE
?/1,?;/07
DATE
TITLE
FederallD# '5'"'1 J '18' O~S" .3
*Completed W9 form must be submitted with
contract
PURCHASE
ORDER #
710, ()', f);1 {)IJ. (;&1-, If) f}
(For City purposes only)
#t:17~e>CJ
Revised 1-9-07
EXHIBIT A
CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury,
certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID
(or is waiting for the number to be issued to it and (b) Contractor is not subject to
backup withholding because (i) it is exempt from backup withholding or (ii) it has not
been notified by the Internal Revenue Service (IRS) that it is subject to backup
withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has
notified it that it is no longer subject to backup withholding. Contractor further
represents and warrants to City that (a) it has the power and authority to enter into and
perform the work, (b) the Contract, when executed and delivered, shall be a valid and
binding obligation of Contractor enforceable in accordance with its terms, (c) the work
under the Contract shall be performed in accordance with the highest professional
standards, and (d) Contractor is qualified, professionally competent and duly licensed to
perform the work. Contractor also certifies under penalty of perjury that its business is
not in violation of any Oregon tax laws, and it is a corporation authorized to act on
behalf of the entity designated above and authorized to do business in Oregon or is an
independent Contractor as defined in the contract documents, and has checked four or
more of the following criteria:
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(1) I carry out the labor or services at a location separate from my residence
or is in a specific portion of my residence, set aside as the location of the
business.
(2) Commercial advertising or business cards or a trade association
membership are purchased for the business.
(3) Telephone listing is used for the business separate from the personal
residence listing.
(4) Labor or services are performed only pursuant to written contracts.
(5) Labor or services are performed for two or more different persons within a
period of one year.
(6) I assume financial responsibility for defective workmanship or for service
not provided as evidenced by the ownership of performance bonds,
warranties, errors and omission insurance or liability insurance relating to the
labor or services to be provided.
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PAUL NOLTE, LAWYER
J860 F!~IlIR Ho\!)
RO~!.!H !<!:. OtH CO'\ In470
PIIO\! ~41-821-227f
F.\ \ ~4! -() 72-2134
I an- (i/;a shlan dhome .net
March 20, 2007
Ann Seltzer
Management Analyst
City of Ashland
20 East Main Street
Ashland OR 97520
Re: Limited Engagement for Legal Services
On behalf of the City of Ashland you have asked me to provide legal services to
the City of Ashland for the purpose of drafting ordinances to address the charter
measures on the May ballot. These ordinances would establish the setting of
salaries for the mayor, councilors, recorder and judge as a part of the budget
process; establish the budget for the city band and parks commission as a part of
the annual budget process; address city parks and the Parks and Recreation
Commission by protecting park land and preserving programs and the OSF
leases in the manner specified in the current charter; conform the municipal code
to the city manager ballot measure and address the cemetery trust fund. Other
amendments that may be necessary to conform the code to the charter ballot
measures will be identified and drafted when authorized by you. In addition, I will
review City informational materials regarding the charter measures for
comprehensiveness, accuracy and impartiality. This engagement letter sets forth
the terms and conditions of my legal services.
My fees will be based upon the standard hourly rate I charge public entity clients
which is presently $170 per hour. The City will also be billed for the actual cost of
expenses incurred on the City's behalf. Travel time is billed at one-half the hourly
fee. If my rates change, I will provide the City at least thirty days' prior written
notice before charging new rates.
I will send an itemized statement each month for fees and expenses. Should
there be any explanation or clarification necessary for any statement, or should
you have any questions or concerns abut the account, please contact me
immediately. There is no charge for discussions about the account.
The City may discharge me as its attorney at any time. If the City does so, it
agrees to immediately reimburse me for all costs advanced and fees incurred as
of the date of discharge. In addition, the City agrees to compensate me for my
time and expenses incurred after discharge for responding to requests for
Ann 'Seltzer
March 20,2007
Page 2
information, and to provide copies of any records or materials in connection with
my representation.
Documents in my files prepared in furtherance of my representation of the City
will be considered the City's property. I will retain files pertaining to the City for a
period of ten years, unless those files are left with the City upon the termination
of this agreement.
I may also withdraw as the City's attorney at any time, so long as in doing so I
comply with the Code of Professional Responsibility for the Oregon State Bar. If I
elect to withdraw, I agree to give the City reasonable written notice of my
intention to withdraw.
If these terms and condition are agreeable to the City and the City wishes to
retain me as counsel for the City for this limited engagement, please sign a copy
of this letter and return it to me.
fW~
Paul Nolte
I wish to retain Paul Nolte as legal counsel for the City and agree to the terms
and conditions set forth in this engagement letter.
The City of Ashland
Date: J1!Jii}.77
By: dw;J d "fJ
Pnnt Name: L1 . _ (. /1/
IT!1 /l ~ .....Jut)P.
CITY RECORDER'S COpy
Page 1 / 1
~4.
Ir_~
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
DATE
4/9/2007
PO NUMBER
07480
VENDOR: 010764
PAUL NOLTE, ATTORNEY AT LAW
3860 FISHER ROAD
ROSEBURG, OR 97470
SHIP TO: City of Ashland
(541) 488-6002
20 E MAIN STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: ADMINISTRATION
Contact: Ann Seltzer
Confirming? No
Quantity Unit Description Unit Price Ext. Price
LeQal services related to AMC review 6,800.00
for the purpose of draftinQ ordinances
to address the charter measures on the
May 2007 ballot. Per attached
enQaqement letter dated March 20, 2007.
Contract for Personal Services
Date aqreement prepared: 03/20/2007
Beqinninq date: 03/20/2007
Completion date: 03/20/2008
SUBTOTAL 6 800.00
31LL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2028 TOTAL 6,800.00
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 71 0.01.02.00.60414l 6 800.00
~~
Autho . Signature
VENDOR COPY
CITY OF
ASHLAND
REQUISITION FORM
THIS REQUEST IS A:
D Change Order(existing PO #
Date of Request: It.( I ~P/()7 I
Required Date of Delivery/Service: I I
I~(){ Of) He) 4JAfyal
~sx ~ f) f; sl~/ fJ) t4;i(
P.()(f-b~ . (/)fl CJ7Lf 7 [)
P4AAj 0nlfc
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
SOLICITATION PROCESS
Small Procurement o Sole Source 0 Invitation to Bid
o Less than $5,000 o Written findings attached (Copies on file)
o Quotes (Not required)
Cooperative Procurement 0 Request for Proposal
o State of ORIWA contract (Copies on file)
Intermediate Procurement o Other government agency contract {3. Special I Exempt
o (3) Written Quotes 0 Copy of contract attached Written findings attached
(Copies attached) 0 EmerQencv
0 Contract # 0 Written findings attached
Description of SERVICES
leqM Jerlli~ (~ttL p /ltYle- {etA~ I neel4"'- irJ)f'dN~
~~1-/ r~ b Db GiufW (110 Vwl1~ -ij
ffper attached PROPOSAL
Total Cost
Item #
Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
Project Number _ _ __ ___ _ . _ _ __
o Per attached QUOTE
Account Number=7--/Q. f)L. ~.Qfl. /lJJ!}) JJ)
* Items and services musl be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately.
By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be pmvided upon request. ~
Employee Signature: -a.,[) & JAA.t-) SupervisorlDept. Head Signatu~
G: FinancelProcedurelAPIFormsl8_Requisition form revised.doc
Updated on: 412/2007