HomeMy WebLinkAbout2008-005 Contract - Leapfrog Training
Contract for PERSONAL SERVICES Less than $25,000
CITY OF
ASHLAND
20 East Main Street
Ashland, Oregon 97520
Telephone: 541/488-6002
Fax: 541/488-5311
CONSULTANT: Leapfrog Training & Facilitation
CONTACT: Adrienne Graham
ADDRESS: 355 B Street, Ashland, OR 97520
TELEPHONE: 541-482-4454
DATE AGREEMENT PREPARED: 12/18/07
BEGINNING DATE: 01/02/2008
COMPENSATION: $1,900.00
FAX: 541-482-0645
COMPLETION DATE: 04/30/2008
SERVICES TO BE PROVIDED: Assist city staff with TOT public involvement. Provide up to two hours to review and
finalize materials, facilitate two public meetings of up to two hours each, facilitate one focus group of up to 1.5 hours, take
session notes and provide raw data of the findings.
ADDITIONAL TERMS: Upon signing of contract, work will commence and 50% ($950) will be due from City of Ashland
to LeapfroQ. After the submittal of the raw data of the findings the remaining payment of $950 is due.
FINDINGS:
Pursuant to AMC ~.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 CONSULTANT 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 Consultant: Consultant shall, at its own risk and expense, perform the personal services described
above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance
of such service.
3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel
assigned to the work required under this contract are fully qualified to perform the service to which they will be
assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of
Oregon, are so registered, licensed and bonded.
4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated
above and complete the service by the completion date indicated above.
5. Compensation: City shali pay Consultant for service performed, including costs and expenses, the sum specified
above. Once work commences, invoices shall be prepared and submitted by the tenth of the month for work
completed in the prior month. Payments shall be made within 30 days of the date of the invoice. Should the contract
be prematurely terminated, payments will be made for work completed and accepted to date of termination.
6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of
City.
7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract.
8. Living Wage Requirements: If the amount of this contract is $17,342 or more, Consultant is required to comply with
chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees
performing work under this contract and to any Subcontractor who performs 50% or more of the service work under
this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where
it will be seen by all employees.
9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless
from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from
injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of
whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not
limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services
attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subroQations,
Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 1 of 6
actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City.
10. Termination:
a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties.
b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing
and delivered 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 Consultant, or at such later date as may be established by City under any of the following
conditions:
i. If City funding from federal, state, county or other sources is not obtained and continued at levels
sufficient to allow for the purchase of the indicated quantity of services;
ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way
that the services are no longer allowable or appropriate for purchase under this contract or are
no longer eligible for the funding proposed for payments authorized by this contract; or
iii. If any license or certificate required by law or regulation to be held by Consultant to provide the
services required by this contract is for any reason denied, revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Consultant may terminate this contract in the event of a breach of the contract by
the other. Prior to such termination the party seeking termination shall give to the other party
written notice of the breach and intent to terminate. If the party committing the breach has not
entirely cured the breach within 15 days of the date of the notice, or within such other period as
the party giving the notice may authorize or require, then the contract may be terminated at any
time thereafter by a written notice of termination by the party giving notice.
ii. Time is of the essence for Consultant's performance of each and every obligation and duty under
this contract. City by written notice to Consultant of default or breach may at any time terminate
the whole or any part of this contract if Consultant fails to provide services called for by this
contract within the time specified herein or in any extension thereof.
iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
e. 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 party already accrued prior to such
termination or modification. However, upon receiving a notice of termination (regardless whether such notice is
given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under
this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination,
Consultant shall deliver to City all contract documents, information, works-in-progress and other property that are
or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to
the termination date if such work was performed in accordance with the Contract.
11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City.
Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide
workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to
this contract. Consultant is a subject employer that will comply with ORS 656.017.
12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work
without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be
void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all
persons employed by them, and the approval by City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and City.
13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default
of any covenant, warranty, certification, or obligation it owes under the Contract; its ORF status pursuant to the ORF
Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a ORF if
consultant has qualified as a ORF 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. <r-
14. Insurance. Consultant shall at its own expense provide the following insurance: ~ L.-
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 colllpined_sjngle jjrni(or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000, $2,000,000 0~L6'p'pIi~~or each claim, incident or occurrence. This is to
cover damages caused by error, omission or negttgentaCfs related to the professional services to be provided
under this contract. .. . /-7 fJ;{) r
c. General Liability insurance with a combined single limit,or1he equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000, $2,000,000 or Not Applicabl&lor each occurrence for Bodily Iniurv and Property
~~._.------ - -
Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 2 of 6
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Damage. It shall include contractual liability coverage for Indemnity provided under this contract.
d. Automobile Liabilitv insuranceVlijthacomJ>inft(fsingle limit, or the equivalent, of not less than Enter one:
~200,?00, $500,000, $1 ,OOO,OO~, or ~futj~p~~_~Qle-fOr.each accide~t for Bodily Injury and Property Damage,
including coverage for owned, hired brnon-owned vehicles, as applicable.
e. Notice of cancellation or chanqe. There shall be no cancellation, material change, reduction of limits or
intent not to renew the insurance coverage(s) without 30 days' written notice from the 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 required herein but only
with respect to Consultant's services to be provided under this Contract. As evidence of the insurance coverages
required by this Contract, the Consultant shall furnish acceptable insurance certificates prior to commencing work
under this contract. The certificate will specify all of the parties who are Additional Insureds. Insuring companies
or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust
agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent
deductibles, self-insured retentions and/or self-insurance.
15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws
of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or
proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and
the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within
the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the
District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized
representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be
construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United
States Constitution, or otherwise, from any claim or from the jurisdiction.
16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL
BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.
CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT
HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
17. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and
authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant
understands and agrees that City's payment of 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 Consultant, with no further
liability to Consultant.
Certification. Consultant shall si n the certification attached hereto as Exhibit A and herein incorporated b reference.
CONSULTANT CITY OF ASHLAND:
1
BY ~//" BY /!J <;/,
ignature
C;(LA tJA,v1
Print Name
(l--tI 1-:; L< H~ pi'
TITLE
DATE
Date: I
7 f IJ /J9 /J t7 tJ ~ #-<1'1 tJCJ
(For City purposes only) ./J
~rt/ /c/M #tPt?f8Af;'1
DATE
(/~/t>5
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FederallD#
~i:;; _.- (.J h Sb ;)1/
ACCOUNT #
'Completed W9 form must be submitted with contract
PURCHASE ORDER #
Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 3 of 6
p u: t)Z:' 0 (~) Z-!
II
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 10 (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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Contractor
(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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Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 4 of 6
Form W-9
Request for Taxpayer
Identification Number and Certification
Give form to the
requester. Do not
send to the IRS.
,&1 ft
6[( tJfJdJ
(Rev. January 2003)
Department of the Treasury
Internal Reverue SeMce
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Name A~' &-.ArJ
Business name, if different from abd e
H, Individuall
Check appropriate box: ~ Sole proprietor
Address (number. street. and apt. or suite no.) 355
City. state. and ZIP code Jl.. (-I. j
n .)rv~a.T,-i
List account number(s) here (optional)
j ,.1('
Requester's name and address (optional)
Enter your TIN in the appropriate box. For individuals. this is your social security number (SSN).
However. for a resident alien. sole proprietor. or disregarded entity, see the Part I instructions on
page 3. For other entities. it is your employer identification number (EIN). If you do not have a number.
see How to get a TIN on page 3.
Note: If the account is in more than one name. see the chart on page 4 for guidelines on whose number
to enter.
~
or
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me). and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding. and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions. item 2 does not apply.
For mortgage interest paid. acquisition or abandonment of secured property, cancellation of debt. contributions to an individual retirement
arrangement (IRA). and generally. payments other than interest and dividends. you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)
Sign
Here
Signature of
U.S. person ~
~.
Purpose of Form
A person who is required to file an information return with
the IRS. must obtain your correct taxpayer identification
number (TIN) to report. for example. income paid to you. real
estate transactions. mortgage interest you paid. acquisition
or abandonment of secured property. cancellation of debt. or
contributions you made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S, person
(including a resident alien). to provide your correct TIN to the
person requesting it (the requester) and. when applicable. to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued).
2. Certify_that you are. notsLJbject to .backup withl101cjing. _.
or
3. Claim exemption from backup withholding if you are a
U.S. exempt payee.
Note: If a requester gives you a form other than Form W-9
to request your TIN. you must use the requesters form if it is
substantially similar to this Form W-9.
Foreign person. If you are a foreign person, use the
appropriate Form W-8 (see Pub. 515, Withholding of Tax on
Nonresident Aliens and Foreign Entities).
Date ~
Nonresident alien who be omes a resident alien.
Generally. only a nonresident alien individual may use the
terms of a tax treaty to reduce or eliminate U.s. tax on
certain types of income. However. most tax treaties contain a
provision known as a "saving clause." Exceptions specified
in the saving clause may permit an exemption from tax to
continue for certain types of income even after the recipient
has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an
exception contained in the saving clause of a tax treaty to
claim an exemption from U.S. tax on certain types of income.
you must attach a statement that specifies the following five
items:
1. The treaty country. Generally. this must be the same
treaty uncler wl1iCl1yoiJoafmeaexemptlon from lax as a
nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under
the terms of the treaty article.
Cat. No. 10231X
Form W-9 (Rev. 1-2003)
Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 5 of 6
r~'
CITY RECORDER
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
Page 1 / 1
VENDOR: 011704
LEAPFROG TRAINING
355 B STREET
ASHLAND, OR 97520
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.: ADMINISTRATIVE SERVICES
Contact: Ann Seltzer
Confirming? No
Facilitator to assist city staff with
TOT public involvement. Provide up to
two hours to review and finalize
materials, facilitate two public
meetinQs of up to two hours each,
facilitate one focus Qroup of up to 1 .5
hours, take session notes and provide
raw data of the findinQs.
1,900.00
Additional terms: Upon siQninQ of
contract, work will commence and 50%
($950) will be due from the City of
Ashland to LeapfroQ. After the
submittal of the raw data of the
findinQs the remiaininQ payment of $950
is due.
Contract for Personal Services
Date of aQreement: 12/18/07
BeQinninQ date: 01/02/2008
Completion date: 04/30/2008
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
o .00
0.00
0.00
1,900.00
DOR COPY