HomeMy WebLinkAbout2019-078 KDH Studios SERVICES AGREEMENT
PROVIDER: KDH Studios
CITY OF PROVIDER'S CONTACT: Krista Hepford
ASHLAND
20 East Main Street ADDRESS: 321 Clay Street#105
Ashland,Oregon 97520 Ashland, OR 97520
Telephone: 541/488-5587
Fax: 541/488-6006 PHONE: (541) 621-0267
This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an
Oregon municipal corporation (hereinafter "City") and KDH Studios, a domestic business corporation
("hereinafter"Provider"), for tile setting materials and assembly for the Guanajuato seal.
1. PROVIDER'S OBLIGATIONS
1.1 Provide a will set tiles on a moveable backer including hanging assembly and deliver the finished
product to the City as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this
reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any
completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such
deadline may be authorized except in the same manner as herein provided for authority to exceed the
maximum compensation. The services defined and described in the "SUPPORTING DOCUMENTS"
shall hereinafter be collectively referred to as"Work."
1.2 Provide oUta.in and maintain during the term of this Agreement and until City's final accep..c�
f—a.11 Work received hereunder, a policy or policies of liability insurance including co
� 1
7 general liability insurance with a combined single limit, or the equivalent, of not less than �,_:�i
A (two million dollars)per occurrence for Bodily Injury and Property Damage. W
1.2.1 The insurance required in this Article shall include the following coverages:
J� ■ • Comprehensive General or Commercial General Liability, including 6- onal injury,
6 contractual liability, and products/completed operations coverage; . It
• Automobile Liability.
1.2.2 Eac .• •- 6 uch insurance shall be 61 • • ":- 1 -ence" and not a "claims made" form, and
shall:
• Name as additional insured "the City of Ashland, Oregon, its officers, agents and
employees" with respect to claims arising out of the provision of Work under this
Agreement;
• Apply to each named and additional named insured as though a separate policy had been
issued to each,provided that the policy limits shall not be increased thereby;
• Apply as primary coverage for each additional named insured except to the extent that
two or more such policies are intended to "layer" coverage and, taken together, they
provide total coverage from the first dollar of liability;
• Provider shall immediately notify the City of any change in insurance coverage
• Provider shall supply an endorsement naming the City, its officers, employees and agents
as additional insureds by the Effective Date of this Agreement; and
• Be evidenced by a certificate or certificates of such insurance approved by the City.
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1.3 Provider shall, at its own expense, maintain Worker's Compensation insurance in compliance with
ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of
its subject workers.
1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status,
familial status or domestic partnership, national origin, age, mental or physical disability, sexual
orientation, gender identity or source of income, suffer discrimination in the performance of this
Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of
federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees
not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-
owned business, a business that a service-disabled veteran owns or an emerging small business
enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110.
1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each
potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under
this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws.
1.6 Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Provider is
required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as
defined in that chapter, to all employees performing Work under this Agreement and to any
Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also
required to post the notice attached hereto as "Exhibit A" predominantly in areas where it will be seen
by all employees.
2. CITY'S OBLIGATIONS
2.1 City shall pay Provider the sum of$390.50 as provided herein as full compensation for the Work as
specified in the SUPPORTING DOCUMENTS.
2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed
the sum of $500 without express, written approval from the City official whose signature appears
below, or such official's successor in office. Provider expressly acknowledges that no other person has
authority to order or authorize additional Work which would cause this maximum sum to be exceeded
and that any authorization from the responsible official must be in writing. Provider further
acknowledges that any Work delivered or expenses incurred without authorization as provided herein
is done at Provider's own risk and as a volunteer without expectation of compensation or
reimbursement.
3. GENERAL PROVISIONS
3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work
from Provider and is free to procure similar types of goods and services from other providers in its
sole discretion.
3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose.
3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability
insurance, paid leave, and retirement.
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3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject
matter hereof. It supersedes all prior agreements, negotiations, and representations between the
parties, whether written or oral.
3.5 This Agreement may be amended only by written instrument executed with the same formalities as
this Agreement.
3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement:
ORS 279B.220, 279B.230 and 279B.235.
3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of
laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in
the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal
court, in which case exclusive venue shall be in the federal district court for the district of Oregon.
Each party expressly waives any and all rights to maintain an action under this Agreement in any other
venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its
venue transferred, as appropriate, so as to effectuate this choice of venue.
3.8 Provider shall defend, save, hold harmless and indemnify the City and its officers, employees and
agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and
expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its
officers, employees, contractors, or agents under this Agreement.
3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or
the other's officers, employees or agents.
3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,
such provision shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the
intent of Provider and the City set forth in this Agreement.
4. SUPPORTING DOCUMENTS
The following documents are, by this reference, expressly incorporated in this Agreement, and are
collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:"
• The Provider's complete written price quote dated January 28, 2019.
5. REMEDIES
5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the
remedies available to it under this Agreement and at law or in equity, including, but not limited to:
5.1.1 Termination of this Agreement;
5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled
completion dates or any Work that have been delivered inadequately or defectively;
5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or
injunctive relief;
5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent, and City may
pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.
Page 3 of 5: Agreement between the City of Ashland and KDH Studios
5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement
or for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall
pay immediately any excess to City upon written demand provided.
6. TERM AND TERMINATION
6.1 Term
This Agreement shall be effective from the date of execution on behalf of the City as set forth below
(the "Effective Date"), and shall continue in full force and effect until April 1, 2019, unless sooner
terminated as provided in Subsection 6.2.
6.2 • Termination
6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time.
6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement
for any reason deemed appropriate in its sole discretion.
6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior
written notice if the cause is not cured within that fourteen (14) day period after written notice.
Such termination is in addition to and not in lieu of any other remedy at law or equity.
7. NOTICE
Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in
writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or
by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the
address set forth below:
If to the City:
City of Ashland—Administration Department
Attn: Kelly Madding
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-6002
With a copy to:
City of Ashland—Legal Department
• 20 E. Main Street
Ashland, OR 97520
Phone: (541) 488-5350
If to Provider:
KDH Studios
Attn: Krista Hepford
321 Clay Street#105
Ashland, OR 97520
Phone: (541) 621-0267
8. WAIVER OF BREACH
One or more waivers or failures to object by either party to the other's breach of any provision, term,
condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent
breach, whether or not of the same nature.
9. PROVIDER'S COMPLIANCE WITH TAX LAWS
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9.1 Provider represents and warrants to the City that:
9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply
with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable
to Provider; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this
Agreement, has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable
to Provider; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any
political subdivision of the State of Oregon shall constitute a material breach of this Agreement.
Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material
breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate
this Agreement and to seek damages and any other relief available under this Agreement, at law, or in
equity.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective
names by their duly authorized representatives as of the dates set forth below.
CITY OF ASHLAND: KDH Studios ' y: i i
By: By
Si Signature
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Date Date
(W-9 is to be submitted with this signed Agreement)
Purchase Order No.
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