HomeMy WebLinkAboutCommunity Works City of Central Point Contract for Services
THIS CONTRACT,made and entered into this 4th day of lune,2019,by and between the City of Central Point,a municipal corporation of the State of Oregon,hereinafter
called"City"and Community Works hereinafter called"Contractor",duly authorized to perform such services In Oregon.
1. Contractor's Information:
Community Works,Inc.
2594 E.Bamett Rd.#C
Medford,Or.97504
(541)779-2393
Federal Tax ID Number:93-0633804
Oregon Business license#:105749-11
2. Description of Contractor's services:
See Exhibit A: Scope of Work
3. Compensation by City:Payment for all work performed under this contract shall be made as set forth below from available and authorized City funds.
Travel and other expenses of the Contractor shall not be reimbursed by the City unless specifically provided herein as a supplementary condition.
Interim payments shall be made to Contactor following Oty's review and approval of billings submitted by Contractor. Contractor will also submit copes of other billings
for work performed under the contract when such bills are to be paid by other parties. These other billings are not subject to the maximum compensation amount of
this contract.
Contractor shall not submit billings for,and City will not pay,any amount In excess of the maximum compensation amount of this contract,Including any travel and other
expense when noted below. If the maximum compensation amount Is increased by amendment of this contract,the amendment must be fully effective before City's
supervising representative in writing 30 calendar days before this contract expires of the upcoming expiration of the contract. No payment will be made for any services
performed before the beginning date or after the expiration date of this contract. This contract will not be amended after the expiration date.
Contractor shall submit monthly billings for work performed. The billings shall describe all work performed with particularity,by whom and on the date it was performed,
he number of hours spent performing such work,and shall itemize and explain all expenses for which reimbursement Is claimed. Billings shall be sent to the supervising
representative.
4. Effective Date and Duration: This contract shall become effective on October 1,2018 or the date this contact Us fully executed and approved as required by
applicable law. Unless earlier terminated or extended this contract shall expire on September 30,2022,or when Contractor's completed performance has been accepted
by City,whichever event occurs first. However,such expiration shall not extinguish or prejudice Oty's right to enforce this contract with respect to:(a)any breach of a
Contractor warranty;or(b)any default or defect in Contractor's performance that has not been cured.
5. Contract Documents: This contract between the parties consists of this Service Contract,Scope of Work(Exhibit A),and Applicable Law Provisions(Exhibit 8),which
contain all the terms and conditions of the contract.
6. Contract Amount: The amount of this contract is as follows:`year 1 total cost$78,998,*year 2 total cost$83,927,*year 3 total cost$87,842. The three
year total contract amount is$250,767.00.
7. Amendments: The terms of this contract shall not be waived,altered,modified,supplemented or amended,in any manner whatsoever,except by written Instrument
signed by the parties.
8. Independent Contractor;Responsibility for Taxes and Withholding:Retirement System Status:
A) Contractor shall perform the work required try this contract as an Independent contractor. Although the City reserves the right(1)to determine(and modify)the
delivery schedule for the work to be performed and(2)to evaluate the quality of the completed performance,the City cannot and will not control the means or
manner of the Contractor's performance. The Contractor is responsible for determining the appropriate means and manner of performing the work.
8) The Contractor represents and warrants the Contractor(1)Is not an employee of the City of Central Point(2)is not currently employed by the Federal
Government,and(3)meets the specific Independent contractor standards of ORS 670.600,as certified on the foregoing Certification Statement for Corporation or
Independent Contractor. Contractor is not an"officer","employee",or"agent"of the City,as those terms are used in ORS 30.265.
C) Contractor shall be responsible for all federal or state taxes applicable to any compensation or payments paid to Contractor under this contract and,unless
Contractor is subject to backup withholding. City will not withhold from such compensation or payments any amount(s)to cover Contractor's federal or state tax
obligations. Contractor is not eligible for any federal social security,unemployment Insurance,or worker's compensation benefits from compensation or payments
paid to Contractor under this contract,except as a self-employed individual.
9. Subcontracts and Assignments: Contractor shall not enter into any subcontracts for any of the Work required by this Contract or assign or transfer any of its interest
In the Contract without City's prior written consent. Any proposed use of a subcontractor which is located outside the United States or use of subcontract labor or
facilities located outside the United States must be catlad to the specific attention of the City. City's consent to any subcontract shall not relieve Contractor of any of its
duties or obligations under this contract.
10. Successors and Assigns: Both party shall subcontract,assign or transfer its interest in this Contract without the express written consent of the other party,and such
consent shall not be unreasonably withheld. In addition to any other provisions,Contractor shall include in any permitted subcontract under this Contract a requirement
that the subcontractor be bound to the same provisions herein as if the subcontractor were the Contractor. The provisions of this Contract shall be binding upon and
shall Inure to the benefit of the parties hereto,and their respective successors and assigns. Consent of City given to a subcontractor does not relieve the Contractor of
any obligations and responsibilities under this Contract,including Contractor's responsibility for any goods and services to be provided by any subcontractor.
11. No Third Party 8enefidaries: City and Contractor are the only parties to this contract and are the only parties entitled to enforce its terms. Nothing in this contract
gives,is intended to give,or shall be construed to ghee or provide,any benefit or right,whether directly,Indirectly otherwise,to third persons unless such third persons
are Individually identified by name herein and expressly described as intended beneficiaries of the terms of this contract.
12. 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's appropriations,or other expenditure authority sufficient to allow My,In the exercise of Its reasonable administrative discretion,
to continue to make payments under this contract. In the event the City has insufficient appropriations,limitations or other expenditure authority,City may terminate
this contract without penalty or liability to the Ory,effective upon the delivery of written notice to Contractor,with no further liability to Contractor.
Services Contract
13. Termination: A)Mutual Consent: This contract may be terminated at any time by mutual consent of both parties. B) City's Convenes. 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 Contractor,or at such later date as may be established by City,under any of the following conditions: 1)If
City funding from federal,state,or other sources Is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; 2)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 contact;or 3)If federal or state regulations or guidelines are modified,
chang4ed 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 4)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 Qty 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 entirety 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.2) 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 by 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. 3) The rights and remedies of City provided in this subsection D are not exdusive and are in addition to any other rights and
remedies provided by law or under this contract. E) Obligation/Liablltty 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(regardless whether such notice is given
pursuant to subsections a,b,c or d of this section 6 Contractor shall immediately cease all activities under this contract,unless expressly directed otherwise by Qty in
the notice of termination. Further,upon termination,Contractor shall deliver to City all contract documents,information,works-in-progress and other property that are
or would be deliverable 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.
14. Records Maintenance;Access;Ownership of Work Product;License: A)Records Maintenance;Access. Contractor shall maintain all fiscal records relating
to this contract in accordance with generally accepted accounting principles,and federal circulars(as applicable). In addition,Contractor shalt maintain any other
records pertinent to this contract in such a manner as to clearly document Contractor's performance hereunder. Contractor aduawledges and agrees that City and its
duly authorized representatives shall have access to such fiscal records and to all other books,documents,electronic files,papers,plans and writings of Contractor that
are pertinent to this contract for the purpose of performing examinations and audits,and making excerpts and transcripts. Contractor further acknowledges records
generated as a result of this contract may be subject to disclosure pursuant to the Oregon Public Records Act B) Ownership of Work Product;License. Al work
products of the Contractor that result from this contract("the work products')are the exclusive property of the Qty. Contractor shall not publish,republish,display or
otherwise use any work or work product resulting from this contract without the prior written agreement and consent of City. In addition,if any of the work products
contain Intellectual property of the Contractor that is or could be protected by federal copyright,patent or trademark laws,or state trade secret laws,Contractor hereby
grants City a perpetual,royalty-free,fully paid-up,nonexclusive and irrevocable license to copy,reproduce,deliver,publish,perform,dispose f,use and reuse,In whole
or in part,and to authorize others to do so,all such work products,including but not limited to any Information,designs,plans or works provided or delivered to the City
or produced by the Contractor under this contract.
15. Compliance with Applicable Law: Contractor shall comply with all federal,state and local laws and ordinances as applicable to the work under this contract. Failure
to comply with such requirements is a default for which the Qty may terminate this contract and seek damages and other relief available under the term of this contract
or under applicable law. Without limiting the generality of the Pure ging Qty's performance under the contract Is conditioned upon,and Contractor expressly agrees to
comply with the applicable provisions of Exhibit B and the following:1)Title VI and VII of Civil Rights Act of 1964,as amended;2)Section 503 and 504 of the
Rehabilitation act of 1973,as amended;3)The Health Insurance Portability and Accountability Act of 1996;4)The Americans with Disabilities Act of 1990,as amended;
5)ORS Chapter 659A,as amended;6)all regulations and administrative rules established pursuant to the foregoing laws;and 7)all other applicable requirements of
federal and state civil rights and rehabilitation statutes,rules and regulations.
16. Foreign Contractor: If the contractor is not domiciled in or registered to do business in the State of Oregon,Contractor shall promptly provide to the Oregon
Department of Revenue and Secretary of State Corporation Division all information required by those agencies relative to this contract. The Contractor shall demonstrate
Its legal capacity to perform those services in the State of Oregon prior to entering into this contract.
17. 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 claims,action,suit or proceeding(collectively,"the Balm")between the City(and/or any other Qty 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 person am jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of dense or Immunity,based on the
Eleventh Amendment to the United States Constitution,or otherwise,from any claims or from the jurisdiction.
18. indemnity;Insurance: A)Indemnity. Contractor shall defend,save,hold harmless,and indemnify City of Central Point of Jackson County,Oregon and Its elected
officials,officers,volunteers,agents and employees,from all claims,suits,or actions of whatever nature resulting from or arising out of the activities of Contractor or Its
officers,employees,subcontractors,or agents under this contract. B) Insurance. Prior to performing any work under this contract,Contractor,at Contractor's
expense,shall obtain the Insurance coverages specified below and maintain the insurance in full force throughout the duration of this contract. All insurance coverage
shall be provided by Insurers authorized to do business in Oregon and having an A.M.Best rating of no less than A;VII: 1)Worker's Compensation Insurance in
compliance with ORS 656.01 and Employer's Uability Insurance with limits of not less than$1,000,000 per accident for bodily injury or disease. 2) Professional
Liability Insurance in an amount of not less than N/A combined single limit per occurrence N/A general annual aggregate for error,omission,or any negligent acts
related to the services to be provided under this contract. Coverage shall be sufficiently broad to respond to all of the duties and obligations undertaken by Contractor in
this contract. 3) General Liability Insurance at least as broad as ISO from CG 00 01 covering Bodily Injury and Property Damage on a"occurrence"form in an
amount of not less than$2,000,000 per occurrence$4,000,000 annual aggregate for the protection of City and its elected officials,officers,agents,employees,and
volunteers. This coverage shall include Contractual Liability Insurance for the indemnity provided under this contract. 4)Automobile Liability Insurance in a form at
least as broad as ISO form CA 00 01 covering all owned,hired,and non-owned vehides. The combined Single Limit per occurrence shall be not less than$1,000,000.
This coverage may be written in combination with the Commercial General Liability Insurance(with separate limits for"Commercial General Liability"and"Automobile
Liability"). 5) Notice of cancellation or change. Each insurance policy required herein shall not be canceled,except with not less than 30 days written notice to City.
6) Additional Insured. The General Liability Insurance and Commercial Automobile Liability Insurance must indude City of Central Point and its elected officials,
officers,employees,agents,and volunteers as Additional Insureds but only with respect to the Contractor's activities to be performed under this contract. 7) Primary
Coverage. For any claims related to this contract,the Contractor's insurance coverage shall be primary coverage as least as broad as ISO form CG20 0104 13 as
respects the City and its elected officials,officers,agents,employees,and volunteers. Any insurance or self-insurance maintained by City shall be excess of Contractor's
insurance and shall not contribute with it. 8) Waiver of Subrogation. Contractor hereby grants City waiver of any right to subrogation which any insurer of
Contractor may acquire against the Qty by virtue of the payment of any loss under such Insurance. Contractor agrees to obtain any endorsement that may be necessary
to affect this waiver of subrogation,but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
9)"Tail"Coverage. If any of the required insurance policies Is on a"claims made"basis,such as Professional Liability Insurance,the Contractor shall maintain either
"tall"coverage or continuous"claims made"lability coverage,provide the effective date of the continuous"claims made"coverage is on or before the effective date of
the contract,for a minimum of 24 months following the later of:1)Contractor's completion and City's acceptance of all services required under this contract;or 2)the
expiration of all warranty periods provided under this contract. Notwithstanding the foregoing 24-month requirement,if Contractor elects to maintain"tail"coverage and
Services Contract
if the maximum time period"tail"coverage reasonably available In the marketplace is less than the 24-month period described above,then Contractor may request and
City may grant approval of the maximum"tail"coverage period reasonably available In the marketplace. If City approval is granted,Contractor shall maintain"tail"
coverage for the maximum time period that"tail"coverage is reasonably available in the marketplace.10) Verification of Coverage Contractor shall furnish City with
original Certificates of Insurance including all required amendatory endorsements(or copies of applicable policy language effecting coverage required by this contract)
and a copy of the Declarations and Endorsement page of the General Liability policy listing all policy endorsements to City before the effective date of this contract. City
reserves the right to require complete,certified copies of all Insurance policies,including the endorsements required by these specifications,at any time. 11) Failure to
Maintain Required Insurance. If at any time Contractor fails to maintain the insurance coverage required under this section 17,the City may,at its option,1)
terminate this contract upon written notice to Contractor,or 2)secure the required insurance at the Contractor's sole cost and expense.
19. Force Maj cure: Neither City nor Contractor shall be held responsible for delay or default caused by fire,riot,acts of God,or war where such cause was beyond,
respectively,City's or Contractor's reasonable control. Contractor shall,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and
shall,upon cessation of the cause,diligently pursue performance of its obligations under this contract.
20. Severability: The parties agree that if any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law,the
validity of the remaining terms and provisions shall not be affected,and the rights and obligations of the parties shall be construed and enforced as if the contract did
not contain the particular term or provision held to be invalid.
21. Survival: The terms,conditions,representations and all warranties contained in this contract shall survive the termination or expiration of this contract.
22. Waiver: The failure of the City to enforce any provision of this contract shall not constitute a waiver by City of that or any other provision.
23. Execution and Counterparts: This contract may be exercised In several counterparts,each of which shall be an original,all of which shall constitute but one and the
same instrument.
24. Prior Approval Required: Approval by the Chief of Police is required before any work may begin under this contract.
25. Notice: Notices required by this contract must be given in writing by personal deliver or mail,at the addresses given by the parties on the first page of this contract,
unless some other means or method of notice is required by law. Each party will notify the other of any change of address.
26. Merger Clause: 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 AGEES TO BE
BOUND BY ITS TERMS AND CONDITIONS.
CERTIFICATIONS/REPRESENTATIONS:
Contractor,under penalty of perjury,certifies that A)the number shown on this form is its correct taxpayer ID(or is wafting 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 2)it has not been notified by the Internal Revenue Service(IRS)that it is subject to
backup withholding a result of a failure to report all interest or dividends,or 3)the IRS has notified it that it is no longer subject to backup withholding. Contractor further
represents and warrants to My 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;Dl Contractor is qualified,professionally competent and duly licensed to perform the work;E)Contractor has complied with the tax laws of this state or a political
subdivision of this state,including but not limited to ORS 305.260 and ORS Chapters 316,317,and 318;and F)Contractor is a corporation authorized to act on behalf of the
entity designated above and authorized to do business in Oregon,or Contractor is an independent contractor as defined in the contract document,and has checked four or
more of the following critena:
t/ 1)1 tarry out the labor or services ata 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.
Contractor Certification Date
IN WITNESS WHEROF,THE PARTIES OR THEIR DULY AUTHORIED REPRESENTATIVES HAVE SIGNED THIS CONTRACT:
A4-- 1ZI
Contractor Date
— ^—
Title: " C `94t22c �
City o er al Point Police• Di..
•.4 errt
/• -9/09a
ie of Police,City of Central Point Police Department Date
Services Contract
Exhibit A SCOPE OF WORK
Exhibit B APPLICABLE LAW PROVISIONS
Contractor shall comply with the following statutory provisions as applicable to the work under this contract:
1) Contractor shall: A)Make Payments promptly,as due,to all persons supplying to the Contractor labor or material for the prosecution of the work provided for in
this contract;B) Pay all contributions or amounts due the Industrial Accident Fund from the Contractor or any subcontractor incurred in the performance of this
contract;C) Not permit any lien or claim to be filed or prosecuted against the City on account of labor or material furnished;and D) Pay to the Department of
Revenue all sums withheld from employees pursuant to ORS 316.167.(ORS 2798.220(1).
2) Contactor shall promptly,as due,make payment to any persons,co-partnership,association or corporation,furnishing medical,surgical and hospital care or other
needed care and attention,incident or sickness or injury,to the employees of the Contractor,of all sums which the Contractor agrees to pay for such services and
all moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law,contract or agreement for the purpose of
providing or paying for such service. Contractor and all employers working under this contract are'subject employers"that will comply with ORS 656.017,unless
exempt under ORS 656.126.(ORS2798.230)
3) A)Contractor shall pay employees at least time and a half pay for work the employees perform under this contract on the legal holidays specified in a collective
bargaining agreement or in ORS 2798.020(1)(b)(B)to(G)and for at Erne the employee works in excess of 10 hours in any one day or in excess of 40 hours In
any one week,whichever Is greater.Contractor and any subcontractors shall give notice in writing to employees who work on this contract,either at the time of
hire or before work begins on the contract,or by posting a notice in a location frequented by employees,of the number of hours per day and days per week that
Contractor may require the employees to work[ORS 279B.234(5)and 479C.540(8)]
4) Any Contractor or subcontractor or contractor's or subcontractor's surety that violates the provisions of Section 4 of this Exhibit B is liable to the affected
employees in the amount of their unpaid overtime wages and in an additional amount equal to the unpaid overtime wages as liquidated damages. If the violation
results from willful falsification of payroll records,the Contractor or subcontractor or contractor's or subcontractor's surety Is liable to the affected employees in
the amount of their unpaid overtime wages and an additional amount equal to twice the unpaid overtime wages as liquidated damages,[ORS 2790.540(9)] Any
action to enforce liability to employees under this subsection may be brought as an action on the contractor's payment bond as provided for In ORS 279C.610
[ORS 279C.540(10)]
5) Contractor shall not provide or offer to provide any appreciable pecuniary or material benefit to any officer,employee or agent of the City in connection with this
contract in violation of ORS Chapter 244 or City's personnel rules. Contractor shall continue to comply with the tax laws of Oregon or a political subdivision of
Oregon during the term of this contract. Failure to comply with the tax laws of Oregon or a political subdivision of Oregon before Contractor executed this
contract or during the term of this contract is a default for which City may terminate this contract and seek damages and other relief available under the terms of
this contract or under applicable law.(SB 675(2015)
6) Contractor shall comply with the prohibition set forth in ORS 652.220,and Contractor may not prohibit any of Contractor's employees from discussing the
employee's rate of wage,salary,benefits or other compensation with another employee or another person and may not retaliate against an employee who
discusses the employees'rate of wage,salary,benefits or other compensation with another employee or another person.(ORS 2798.235(1))
Services Contract
Amendment of MOU between Community Works and Central Point Police Department
This to serve as an extension of an MOU between Community Works and Central Point Police
Department. The original MOU expired 9/30/21,and this will extend the MOU until 9/30/22.
Community Works,Inc.
horized Offici
Signature Printed Name&Title
Address:
02
Telephone(s): ( Si l 7 ) �1_" a'35 E-mail Address: kAaVv\trr, t.+M cs -. u'
Central Point Police Department
Authori d fficial:
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4;5'fthe / soh ael'ecigfc
/ " •'ignature Printed Name&Title /
Address: J
/55 S. &no/SI d1z/ / R3/Y? f', Q17�
Telephone(s): SV/C¢to v-5.5-78' E-mail Address: ' ' �. r _ ec1 a'S