HomeMy WebLinkAbout2011-007 Contract - Preskenis Perrin & Associates
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CI TY OF CONSULTANT: Centerpoint Employee Assistance and
ASHLAND Development
20 East Main Street CONTACT: Guy Perrin MA, CEAP
Ashland, Oregon 97520
Telephone: 541/488-6002
Fax: 541/488-5311 ADDRESS: 295 East Main Street #9, Ashland, OR
97520
TELEPHONE: 541.245.0789
DATE AGREEMENT PREPARED: 12/13/10 FAX: 541,857.9883
BEGINNING DATE: 1/1/2011 COMPLETION DATE: 6/30/2011
COMPENSATION:
Centerpoint fees for Executive Coaching services will be $5,800.00, including ail professional fees and related expenses.
Payment in full is due within 21 days of receipt of invoice.
SERVIC~S TO BE PROVIDED:
The Coaching Framework: Guy Perrin of Centerpoint will provide Executive Coaching to a City staff member subject to
their interest and participation. At a point early in the coaching engagement, Guy Perrin will meet with the City
Administrator and the individual Executive to discuss the nature of the coaching relationship and our respective questions
and hopes for the engagement
Confidentiality: The coaching relationship will be confidential between Guy Perrin and the individual executive(s). The
City will be the sponsor of the engagement, and will not have access to the conversations, records or other information
regarding the coaching engagement No information would be released to the City Administrator or the City of Ashland
unless the Executive signs a release. The only exceptions are status of the engagement (including notification of
completion) and invoicing information.
Timeline: The Coaching engagement will be for six months from the first meeting with the Executive.
Resources: The Executive will have access to unlimited in-person, telephone and email support to best meet hislher
individual needs. Centerpoint will provide all assessment tools necessary in Frame 2, including personality/style
assessment, conflict management assessment. and a 360 degree feedback process.
ADDITIONAL TERMS:
Discontinuance & Reimbursement: The Executive, sponsor (City Administrator) or Centerpoint may end the coaching
relationship at any time. In such case, Centerpoint will reimburse fees based on our determination of the progress of the
coaching process according to the attached Engagement Framework. Reimbursement will be as follows:
. Frame 1 $3000.00
. Frame 2 $2000.00
. Frame 3 & 4 $1000.00
Contract for PERSONAL SERVICES less than $25,000
Contract for Personal Services, Revised 07/28/2010, Page 1 of 6
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, fumish 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. 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 $18,703 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. Tennination:
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 oeriod as
Contract for Personal Services, Revised 07/2812010, Page 2 of 6
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/Liabilitv 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, cor 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 Comoensation insurance in compliance with ORS 656.017, which requires subject employers to
provide Oregon workers' compensation coverage for all their subject workers
b. Professional Liabilitv 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 Liabilitv 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 Liabilitv 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 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. AdditionallnsuredlCertificates 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. The consultant's insurance is primary and
non-contributory. 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 andlor 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, '1he 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 brouaht and conducted solelv and exclusivelv within the United States District Court for the
Contract for Personal Services, Revised 07/28/2010, Page 3 of 6
District ~f 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 fonn 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.
CONSUL'fANT, 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 perfonned 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 tenninate 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 sign the certification attached hereto as Exhibit A and herein incorporated by reference.
onsultant:
By
By
W-9 One copy of a W-9 is to be submitted with
the signed contract.
Purchase Order No.
tfJt?f77
Contract for Personal Services, Revised 07/2812010, Page 4 of 6
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:
-1
~
J
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 evidence y the ownership of performance bonds, warranties, errors and omission
insurance Ii ility insurance relating to the labor or services to be provided.
D,
Contract for Personal Services, Revised 07/28/2010, Page 5 of 6
Page 1/1
~A'
CITY OF
ASHLAND
20 E MAIN ST.
J ASHLAND, OR 97520
(541) 488-5300
iIICElllI,)ME!ml!!IllIl
1/13/2011
l.llIl\iP.0JI'WMBER1Ili!lI
09977
VENDOR: 015796
PRESKENIS PERRIN ASSOCIATES, DBA CENTER
295 E MAIN STREET #9
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:
Speclallnst:
Req. No.:
Depl:
Contact: Tina Gray
Confirming? No
DeScM
Executive Coaching - Per attached
Contract for Personal Services
Beginning date: 01/01/2011
Completion date 06/30/2011
Note contract terms: Payment will be.
due within 21 days of receipt of
invoice.
.....i.:;r <;
-j,.';~;,.;"" ,.;.
:~.r '..
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
5 800. 0
0.00
0.00
5.800.00
_~ccoqnt~!!'iit~ P.r_oji[cttNlimtj^~"- _~u1it_ "~unt\NUnjll&'r....,j; R!I~jf!ltlNiiffilij!, _Am~!!!\~
E 110.01.02.00.60410 5 800.00
IW- ~ 0'11/1
Aut zed Signature
VENDOR COPY
A req,uest for a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
THIS REQUEST IS A:
D Change Order( existing PO #
Date 01 Request: I_I
Required Date 01 Delivery/Service: I_I
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
C~OINT U3.4DG/ZSHIP s=/ZV/Cf%
tqG e./UA/N $~ SUlT6!t1
A5Hl/tND', 0;2- q-(g?/)
(sL/ / ~ 2~ - CI7?q
(!liA PCfU..t^
SOLICITATION PROCESS
Small Procurement ~ Sole Source 0 Invitation to Bid
o Less than $5,000 Written findings attached (Copies on file)
o Quotes (Optional) ~ Quote or proDosai attached
CooDerative Procurement 0 Reauest for Proaosal
o State of OR/WA contract (Copies on file)
Intennediate Procurement o Other government agency contract 0 Special I Exempt
o (3) Written Quotes 0 Copy of contract attached 0 Written findings attached
(Copies attached) 0 Quote or Prooosal attached
0 Contract # 0 Emeraencv
0 Written findings attached
0 Quote or Pronosal attached
Description of SERVICES
EYeOUl'lve CoA?HINbt
Per attached PROPOSAL
Item # Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
Project Number __ _ _ _ _ . _ __
~ "".jlflfP'l
D Per attached QUOTE
Account Number JL~,.oJ .OJ-- QQ. loJLt.jjpf)
'Items and services must be charged to the appropriate account numbers for the nnancials to renect 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 provided upon request,
Employee signature:~ oW V~ Supervisor/Dept. Head Signature~
G: Finance\Procedure\AP\Forms\8_Requisition fann revised .
Updated on: 116/2011