HomeMy WebLinkAbout2018-091 20181367 Four Seasons Nursery
GOODS & SERVICES AGREEMENT
PROVIDER: Four Seasons Nursery
CITY OF PROVIDER'S CONTACT: Tim Elbert
-ASHLAND
20 East Main Street ADDRESS: 5736 Crater Lake Av, Central Point, OR 97502
Ashland, Oregon 97520
Telephone: 541/488-5587 PHONE: 541-779-5603
Fax: 541/488-6006
This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of
Ashland, an Oregon municipal corporation (hereinafter "City") and Four Seasons Nursery, a domestic business
corporation ("hereinafter "Provider"), for the installation and seasonal ongoing maintenance of hanging flower
baskets in the downtown area of Ashland.
1. PROVIDER'S OBLIGATIONS
1.1 Provide a total of 85 baskets, 10 with weekly maintenance and 75 with daily maintenance 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
goods and services defined and described in the "SUPPORTING DOCUMENTS" shall hereinafter be
collectively referred to as "Work."
1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance
of all Work received hereunder, a policy or policies of liability insurance including commercial general
liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two
million dollars) per occurrence for Bodily Injury and Property Damage.
1.2.1 The insurance required in this Article shall include the following coverages:
• Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and products/completed operations coverage; and
• Automobile Liability.
1.2.2 Each policy of such insurance shall be on an "occurrence" 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
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• Be evidenced by a certificate or certificates of such insurance approved by the City.
1.3 All subject employers working under this Agreement are either employers that will comply with ORS
656.017 or employers that are exempt under ORS 656.126.
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.
2. CITY'S OBLIGATIONS
2.1 City shall pay Provider the sum of $26,225 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 $26,225 (this is maximum, not to exceed amount of entire Agreement) 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.
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.
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3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement:
ORS 27913.220, 27913.230 and 27913.235.
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 City's bid request response summary. dated March 6, 2018.
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.
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 November 15, 2018, unless sooner
terminated as provided in Subsection 6.2.
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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: Adam Hanks
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 552-2046
With a copy to:
City of Ashland - Legal Department
20 E. Main Street
Ashland, OR 97520
Phone: (541) 488-5350
:
If to Provider:
Four Seasons Nursery
Attn: Tim Elbert
5736 Crater Lake Av
Central Point, OR 97502
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
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.
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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: I Four Season/Nurr" • y ~(/BROVIDER):
By: By:
City Administrator gnatuure
~ .off `4 ~l r
Printed Name Printed Name
Date Title
6 -5 -i l
Date
Purchase Order No. (31-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
Assistant City Attorney
Date
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March 6, 2018
Intermediate Procurement for 85 Hanging Flower Baskets Downtown
1. Four Seasons Nursery
10 baskets for the Plaza: ea. total
10 basket only $80 $800
10 Weekly Maintenance $105 $1050
69 baskets for the city daily maint. $325 $22,425
6 baskets for the chamber daily maint. $325 1950
Total 85 baskets: $26,225
Monthly 6 payments of $4370.83 due by the 15' of each month beginning in May.
2. Carols Colors 541 535-7074. Valerie Williams declined to bid. Cannot provide daily
watering and weekly maintenance.
3. Ashland Greenhouse 541-482-2866. Kelly Brainard declined to bid. Cannot provide
daily watering and weekly maintenance.
Requirements
1. Provide brackets and 85 flower baskets of cascading flowers May through October
2. Provide daily watering, weekly fertilizer, remove dead flowers
3. Remove baskets at the end of October or early November
Payments
1. Four Seasons Nursery will bill the City monthly beginning May 1, 2018 for six months.
2. The City of Ashland will bill the Ashland Chamber of Commerce in October 2018 for
$9,425. See attached letter.
3. Parks will reimburse the City $800 for the cost of the Plaza baskets.
Purchase Order
O
® I Fiscal Year 2018 Page: 1 of: 1
I Q[_fiI?0 ~JCilUl~~(~1V1~5T=~P=_P~AT~C~N ALA-•
-sHPRINGI ~1nn_cN [
B City of Ashland -I WO D
ATTN: Accounts Payable Purchase
L 20 E. Main 2®181367
Ashland, OR 97520 Order #
T Phone: 541/552-2010
O Email: payable@ashland.or.us
V H C/O Administration
E FOUR SEASONS NURSERY INC I 20 East Main St
N 5736 CRATER LAKE AVENUE p Ashland, OR 97520
D CENTRAL POINT, OR 97502 Phone: 541/488-6002
O OT Fax: 541/488-5311
R
-gin oE~ ane ram NE 011 21311 ends Q mar 7> :.n
541 779-5607 Adam Hanks
Wmal
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=nr
06/18/2018 1350 FOB ASHLAND OR/NET30 Cit Accounts Pa able
man
Hanging Flower Baskets
1 Installation and maintenance of hanging flower baskets - 85 1 $26,225.0000 $26,225.00
Flower Baskets
Goods and Services Agreement
Termination date: November 15, 2018
Project Account:
GL SUMMARY
010200 - 604100 $26,225.00
By- Date:
Authorized $ignature $26,225.00
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F® O ITT F
ASHLAND
t{j~ f Da of request: 06/11/2018
REQUISITION
r
Vendor Name Four Seasons Nurse f 6;/
Address, City, State, Zip 5736 Crater Lake Av ✓ r
Contact Name Central Point
Telephone Number 541-779-5603 /
Email address /
SOURCING METHOD m
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authori ation
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached Attach co of council communication If council approval required, attach co of CC
❑ Small Procurement? Cooperative Procurement
Less than $5,000 , f ❑ Request for Proposal (Copies on file) El State of Oregon
❑ Direct Award Date approved by Council: Contract #
El VerbalMlritten quote(s) or p bp~al(s,)~~ -(Attach copy of council communication) ❑ State of Washington
Intermediate Procurements ❑ Sole Source Contract #
❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
GOODS & SERYf( 9 r ~
$5,000 to $100 h7 { d Written quote or proposal attached Agency
W (3) Written quQtev Aa ~4fi itatfyn.f4ch~ef ❑ Form A, Personal Services $5K to $75K Contract#
PERSONAL SERVICES ~ 7c` Intergovernmental Agreement
~ El Special Procurement
$5,000 to $75,000 1 g ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,00 ~cppitifrn n Written quote or proposal attached Date original contract approved by Council:
El (3) Written propo als.writtengKliatpa, W" 'Date approved by Council: (Date)
❑ Form #4, Personal Services $5K #cs` 5K Valid until: Date - (Attach copy of council communication)
Description of SERVICES Total Cost
Installation and seasonal on-going maintenance of hanging flower baskets in the downtown area of
Ashland. Price includes flower basket and maintenance, Four Seasons owns the baskets and
removes them at end of season $ 26,225.00
Item # 1 Quantity Unit Description of MATERIALS Unit Price Total Cost
❑E Per attached quote/proposal TOTAL COST
Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. 2 6 r 2 2 5
Project Number - - - - - - - Account Number 9 1 0 2 0 0.6 0 4 1 0 0 $ _
Project Number - - - - - - - Account Number - - - - - - - - - - $ -
Project Number Account Number
IT Director in collaboration with department to approve all hardware and software purchases:
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied, IT Director Date Support -Yes / No
Employee: Waas, A::~ 4. Department Head:
(Equ to or greater than $5,000)
Department Manager/Supervisor: City Administrator:
(Equal to or great r than $25,000)
Funds appropriated for current fiscal year. QYES~/ NO
ance Di er- (Equal to or greater than $5,000) Dale
Comments:
r
Form #3 - Requisition
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Legal Department Review
DOCUMENT TRANSMITTAL AND CONTROL
This form will accompany the document through the drafting, review, and signature processes, and will
be kept with the City's final executed copy of the document. Required fields are indicated in gray scale.
Document: Goods and Services Contract for handing flower baskets downtown
(Include nantes ofparties to the document)
Type of Document: Contract R Lease ❑ Easement ❑ Deed ❑ IGA ❑
Other (specify)
Dept Contact: Adam Hanks ACTION REQUESTED:
Dept: Adm+nistmfion Phone: Ext 2N6
❑ Review Draft
Date submitted to Legal: 612J18
Approve final and forward to:
Draft due by: AsAP (Unless indicated, Legal rill ret74771 document to you)
Return Requested by: ASAP
Complete this section: ONLYthe first tune this form is filled out:
Has this document been previously worked on by the Legal Dept Staff? 8 No ❑ Yes
If yes, by whom? Not this year, but has been a standard contract/pmeess for multiple years prior I 172>
LEGAL DEPT First Date Received by Leal Date: By:
USE ONLY Returned to Dept. for Revision Date: By:
Received for additional review by Legal Date: By:
Returned to Dept. for Revision Date: By:
Received for additional review by Legal Date: By:
Returned to Dept. for Revision Date: By:
Received for Additional Review by Legal Date: By:
-
Returned to Dept for Revision Date: By'
Final Logged out b Legal Date: ~ B :
Comments from LEGAL to DEPARTMENT: Comments from DPEP~ TMENT to LEGAL:
❑ See Attached.
Return original executed document to 'ty Des this document need to be recorded?
Recorder for safekeeping? El No Yes No ❑ Yes
CITY ADMINISTRATOR / DEPARTMENT HEAD
Please do not sign the attached document until this form has been approved by the Legal Dept below:
FINAL LEGAL DEPARTMENT APPROVAL: :ice ~7s~= Date: G.- -VVe