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HomeMy WebLinkAbout2008-163 Contract - Project A 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: Project A, Inc. CONTACT: Jim Teece ADDRESS: 5350 Highway 66, Ashland, OR 97520 TELEPHONE: 541-482-1702 DATE AGREEMENT PREPARED: 7/01/08 FAX: 541-488-1851 BEGINNING DATE: 7/01/08 COMPLETION DATE: 6/30/09 COMPENSATION: $95 per hour SERVICES TO BE PROVIDED: Web development for www.ashland.or.us. ADDITIONAL TERMS: See attached addendum 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 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 shall 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 $16,936 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, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 10. Termination: Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 1 of 7 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 QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 14. Insurance. Consultant shall at its own expense provide the following insurance: 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 A licable for each accident for Bodil In'ur and Pro ert Dama e, Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 2 of 7 including coverage for owned, hired or non-owned vehicles, as applicable. e. Notice of cancellation or chanae. 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 incor orated b reference. CONSULTANT. L ~. CITY OF ASHLAND: BY I ~ BY 4i1< G Signature P nt Name TITLE 'gT2P lPG-u:r / Ct:so <pre J .lZ-ct-A-; (14Fc.... DATE "1/' 1'2-008 FederallD# '1; -I 1-~ ~31c Date: ACCOUNT # () . OJ. ()f). (For City purposes only) PURCHASE ORDER # t?~~ ~ *Completed W9 form must be submitted with contract Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 3 of 7 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: v v ,/ r/ c/ ~ 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. ~~- C..... 1'--- - ~.. 1/ /~~ f (Date) Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 4 of 7 Form W-9 Request for Taxpayer Identification Number and Certification Give form to the requester. Do not send to the IRS. (Rev. January 2(03) Department of the Treasury Internal Revenue Service N Name Q) 0) co a. c o G)1Il ~.~ "1) ~5 ~! ~-;:; Ie '[) I U) Q) Q) en JrM--~C€ ~ I }/ C~ O Individual! Check appropriate box: Sole proprietor Address (num;~ and aj:fv::JV') City, state, and ZIP code ~ f>r#(J Ust account number(s) here (optional) O Exempt from backup withholding Requester's name and address (optional) D Partnership 0 Other ~ __ __ _ __ . __ . __ __ _ _ _ '(7.r--ZD Enter your TIN in the appropriate box. For individuals. this is your social security number (SSN). I Social security number. . . I 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. or Note: If the account is in more than one name. see the chart on page 4 for guidelines on whose number to enter. Certification Under penalties of pefjury, I certify that: 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. paymen other than interest and dividends. you are not required to sign the Certification. but you must provide your correct TIN. (See the instr ions on p e 4.) Sign Here Signat u.s. person ~ Purpose of Form A person who is required to file an information return with the I RS. 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 not subject to backup withholding. 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 ~ 7 I 2..-e () r Nonresident alien who becomes 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 under which you claimed exemption from tax 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. 10231 X Form W-9 (Rev. 1-2(03) Contract for Personal Services Less than $25,000, Revised by Legal 03/26/2007, Page 6 of 7 I -_.~--- 7/01/2008 CITY OF ASHLAND Contract Definition Project A will provide the City of Ashland with design, development, deployment and internal training for the content provided on the Internet site identified as www.ashland.or.us. Scope of Work All new content that arises as a result of the development agreement will be imported and stored as part of the hosting agreement. Import and storage costs will not be a part of any scope of work under the development agreement. The development agreement will be conducted within separate and specific scopes of work that will adhere to the following process: . The City, with input from Project A, will define a particular project or task. . Project A will provide an estimate of expected time frame and costs associated with the task. . Upon review and approval of the task estimates, an agreement will be signed to indicate a mutual understanding of the work to be completed. All tasks agreements wi~l adhere to all applicable sections of this contract. Fee Structure Work done within the framework of the development agreement will be billed on an hourly basis, at a rate of $95 per hour. The number of hours billed for development will be based on the estimates provided in the individual task agreements. The City understand that' estimates are not considered firm agreements of the total development cost for specific projects, and Project A will invoice for work completed on a "time and materials" basis. It is further understood that Project A will not continue working on a project is the actual development time exceeds the estimated development time without prior written approval from the City. Billing Invoices will be sent monthly and will be due 30 days from the invoice date. Past due amounts will be assessed a 1.5% penalty. Contract Term Either party has the right to terminate the contract at any time by giving a minimum of 60 days written notice in advance of the contract ending date. If the termination of the contract is initiated by Project A, an exit plan to enable future web development and hosting by another firm must be submitted with the termination notice and be mutually agreed upon before the acceptance of the termination. Fees for providing this exit plan will be charged as a development item. It either party to this agreement wishes to amend, add to, or otherwise modify this agreement in any way, it shall be done in writing, subject to approval by both parties, and attached to this agreement. ADMINISTRATION 20 East Main Street Ashland. Oregon 97520 www.ashland.or.us Tel: 541-488-6002 Fax: 541-488-5311 TTY: 800-735-2900 r~' ~4. ...~ CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 CITY RECORDER I 7~:B Page 1 / 1 I I ,i~""1 08459 VENDOR: 000712 PROJECT A, INC 5350 HIGHWAY 66 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.: ADMINISTRATION Contact: Ann Seltzer Confirming? No Web Development www.ashland.or.us $95.00 per hour 5,000.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL ~ ~.. c (/~-- ?z Authoriz~gnature VENDOR COpy -~------'T'---- CITY OF ASHLAND REQUISITION FORM THIS REQUEST IS A: D Change Order( existing PO # Date of Request: L7W~il?1 Required Date of Delivery/Service: LI>.$~/~ I Vendor Name Address City, State, Zip Telephone Number Fax Number Contact Name fJr f) i,).~T A -cltt' Q~.,o bf4fhMJ~" It J:WJ{JIA Ii - tOo 47, c;- ~ 5'1/- Iff ,- fl/Jd.-- ~-nM, T(-f A ~ ./ SOLICITATION PROCESS Small Procurement o Less than $5,000 o Quotes (Not required) Ie Source Written findings attached Reauest for ProDOsal (Copies on file) SoecIall ExemDt D Written findings attached Emeraencv D Written findings attached Invitation to Bid (Copies on file) Intermediate Procurement o (3) Written Quotes (Copies attached) Coooerltlve Procurement o State of ORIWA contract o Other government agency contract ~y of contract attached o Contract # Description of SERVICES wtIrJ ~ IV WWW,~/f)r.()j Total Cost o Per attached PROPOSAL Item # Quantity Unit Description of MATERIALS Unit Price Total Cost Project Number _ _ _ _ _ _ . _ _ _ o Per attached QUOTE Account Number"]lQ.. ~L. ~.m. u_t!iJ.Q[) * Items and services must be charged to the appropriate account numbers for the financiaJs to ref/ect 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 /he documentation can be Pro~uest' Employee Signature: a4A0 ~) Supervisor/Dept. Head Slgnature:L~ G: Finance\ProceduriU\P\f0rms\8_Requisl1iGn form reWsed.doc Updated on: 7/2512008 --- ----y