HomeMy WebLinkAbout2019-117 20190431 Simplot Grower Solutions, JR Simplot GOODS AGREEMENT
PROVIDER: J. R. SIMPLOT COMPANY
C I T Y OF PROVIDER'S CONTACT: Rob Kinney
ASHLAND
20 East Main Street ADDRESS: 27617 HWY. 99 E.
Ashland,Oregon 97520 P.O. BOX 198
Telephone: 541/488-5340 Halsey, OR. 97348
Fax: 541/552-2879
EMAIL: Robert.kinney @simplot.com
This Goods Agreement(hereinafter"Agreement")is entered into by and between the City of Ashland,an Oregon
municipal corporation (hereinafter "City") and J. R. Simplot Company, ("hereinafter "Provider"), for Turf and
Rhododendron/Azalea Fertilizer and Perennial Rye Grass Seed.
1. PROVIDER'S OBLIGATIONS
1.1 Provide Turf and Rhododendron/Azalea Fertilizer and Perennial Rye Grass Seed, 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 defined and
described in the"SUPPORTING DOCUMENTS" shall hereinafter be referred to as"Goods."
1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance
of all Goods 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) for each 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;
• 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 Goods 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.
Page 1 of 6: Goods Agreement between the City of Ashland and J.R.Simplot Company
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 Fourteen thousand four hundred and twenty two dollars as provided
herein as full compensation for the Goods 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 Fourteen thousand four hundred and twenty two dollars 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 Goods 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 Goods 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. Provider is obligated to provide the Goods at the rates set forth
above during the term of this Agreement unless Provider is unavailable because of prior commitment.
City is not obligated to procure any specific amount of goods from Provider, and is free to procure
similar goods of 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.
Page 2 of 6: Goods A eement between the City ty of Ashland and J.R.Simplot Company
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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 all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature
resulting from or 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.
3.11 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the
Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of the
Goods by the City. Provider remains liable for latent defects, fraud, and warranties.
3.12 The City may inspect and test the Goods. The City may reject non-conforming Goods and require
Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider
does not cure any defects within a reasonable time, the City may reject the Goods and cancel this
Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its
rights under the Uniform Commercial Code, ORS Chapter 72 (UCC).
3.13 Provider represents and warrants that the Goods are new, current, and fully warranted by the
manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from
defects in labor, material and manufacture. Provider shall transfer all warranties to the City.
4. SUPPORTING DOCUMENTS
4.1 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 Invitation for Bids in article A, dated January 17, 2019 From Spencer Godard.
• The Provider's complete written Bid entitled"Bid For Spencer Godard" dated January 21, 2019.
4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually
complimentary and supplementary wherever possible. In the event of a conflict which cannot be so
resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of
the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the
Page 3 of 6: Goods Agreement between the City of Ashland and I.R.Simplot Company,
SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order
listed in Article 4.1.
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 Goods that Provider has failed to deliver within any scheduled
completion dates or any Goods 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 Exercise of its right of setoff.
5.1.5 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 April 5,2019,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:
Ashland Parks and Recreation Commission
Attn: Spencer Godard
340 S. Pioneer St.
Ashland, Oregon 97520
Phone: (541) 488-5340
Page 4 of 6: Goods Agreement between the City of Ashland and J.R.Simplot Company
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With a copy to:
City of Ashland—Legal Department
20 E. Main Street
Ashland, OR 97520
Phone: (541)488-5350
If to Provider:
J. R. Simplot Company
Attn: Rob Kinney
27617 HWY 99 E.
Halsey, OR 97348
541-369-2826
Robert.kinney @simplot.corn
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.
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.
9.3 Any Goods delivered to the City under this Agreement shall be provided to the City free and clear of
any and all restrictions on or conditions of its use, transfer, modification, or assignment, and shall be
free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and
encumbrances of any kind.
Page 5 of 6: Goods Agreement between the City of Ashland and J.R.Simplot Company
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 ASH AND: J. R. SIMPLOT COMPANY (PROVIDER):
By: By: n
cl r Signature
flit I O ►L r �- P7 Key)rL P. v Printed Name Name Printed Name
iff 6 ?- 11 VVUe-V-e VAuvutl e-Nr"
Date Title
3 _ —
Order No t 4 (
(W-9 is • : •nu e• • • - is s a ed Agreement)
APPROVED AS TO FORM:
r/(1;ize-e- 476' 4--
Assistant City Attorney
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Date
Page 6 of 6: Goods Agreement between the City of Ashland and J.R.Simplot Company
WILBUR ELLIS
PRO MARKETS
City of Ashland Parks and Rec.
Att:Spencer Godard
Bidding the following items that includes delivery.
4 tons Perennial Rye grass $ 8,551.68
9 tons 24-4-12 72%X-cote(XCU) $ 6,252.21
1 ton Rhododendron/Azalea fertilzer 9-9-9 $ 659.20
$ 15,463.09
Delivery address
Oak Knoll GC Maintenance
3070 HWY 66
Ashland,OR.97520
Stan Presley
503-550-4186
stpreslev@wilburellis.com
Simplot.
GROWER SOLUTIONS
Simplot Grower Solutions 1/21/2019
27617 HWY 99 E
P.O. Box 198
Halsey, OR 97348
541-369-2826
Bid for Spencer Godard
Park Tech TT Western Division
Ashland Parks and Recreation Commission
340 S. Pioneer St
Ashland,OR 97520
541-488-5340
Cell: 541-951-3129
4 tons of Perennial rye grass seed at$0.98 per lb
9 tons of grass fertilizer: 24-4-12 w/72%X-cote at$17.15 per 50 lb bag
1 ton fertilizer: 10-5-4 at$10.20 per 50 lb bag
Delivered to:
Oak Knoll Golf Course Maintenance Shop
3070 Hwy 66
Ashland,OR 97520
Thank you,
Rob Kinney
Simplot Grower Solutions
1128/2019 Soliciting Seed and Fertilizer Bids foe APRC-Spencer Godard
Soliciting Seed and Fertilizer Bids foe APRC
Spencer Godard
Thu 1/17/2019 11:58 AM
ro:branch115 @ewingirrigation.com <branch115 @ewingirrigation.com>;robbert.kinney @simplot.com <robbert.kinney @ simplot.com>:
stpresley @wilburellis.com <stpresley @wilburellis.com>;
cc:Laura Harvey<laura.harvey @ashland.or.us>;Wes Casale <wes.casale @ashland.or.us>; Bill Miller <bill.miller @ashland.or.us>; Mike
Oxendine <mike.oxendine @ashland.or.us>;
To: James Cranford (Ewing Irrigation)
Robert Kinney (Simplot)
Stan Presley (Wilbur-Ellis)
Good morning gentlemen:
I am soliciting bids for an order of grass seed and fertilizer for the Ashland Parks and Recreation Commission. We
need the following products:
4 tons of perennial rye grass seed.
• 9 tons of grass fertilizer: 24-4-12 w/72%x-cote.
1 ton of rhododendron, evergreen & azalea fertilizer: 10-5-4.
Please include in your bid any shipping to:
Oak Knoll Golf Course Maintenance Shop
3070 Hwy 66
Ashland, OR 97520
All bids should be returned to me at this email address (spencer.godard @ashland.or.us) on official company
letterhead. Bids are due no later than Thursday,January 31st at 3pm.
I look forward to hearing back from you. Don't hesitate to contact me if you have any questions. Thank you.
Spencer Godard
spencer Qadraed/
Park Tech II Western Division
1/28/2019 . Soliciting Seed and Fertilizer Bids foe APRC-Spencer Godard
Ashland Parks and Recreation Commission
340 S. Pioneer St.
Ashland, OR 97520
541-488-5340
Cell: 541-951-3129
This email transmission is official business of the City of Ashland and it is subject to Oregon public records law for disclosure
and retention.
If you have received this email in error please contact me at
541-488-5340
r
February 5, 2019
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00 4
9p `pz
R E GRo'`t'
I, Spencer Godard Park Tech II Western Division of Ashland Parks and Recreation Commission,
solicited three venders for a fertilizer and grass seed bid. Those venders included Wilbur-Ellis, Simplot
Grower Solutions,and Ewing. Of those three venders only Wilbur-Ellis and Simplot Grower Solutions
responded within the allotted time frame of two weeks provided in my original email.
psH` Purchase Order
;F CI i Y
�,� ,�.o JD�n� Fiscal Year 2019 Page: 1 of: 1
SQ'REGREoM+� COa DER
•
B Ashland Parks Commission . .I ATTN: Accounts Payable Purchase
L Ashland aiOR 97520 Order# 20190431
T Phone: 541/552-2010
O Email: payable @ashland.or.us
V S C/O Parks Department
E SIMPLOT GROWER SOLUTIONS, JR SIMPLOT H Admin Office
N COMPANY DBA I 340 South Pioneer
D PO BOX 198 P Ashland, OR 97520
O HALSEY, OR 97348 T Phone: 541/488-5340
R o Fax: 541/488-5314
a=:a a V'alalg==Ails-=I=E = 11Iat=1= sE'Ea'41 a1=1'--—Ei-I>€j ;i', t'1.11a1.1-1— _— .. —
(541) 369-2826 Mike Oxendine
=@-_--c..wo re x , —v",/=e gg---1.1.3 1.a I=1_0.4 7 1 =a= T _z_7c_=azagE-1.0g=1=5 @7-- Ulc a-a a-e g i.aalu'-lop—. _
04/05/2019 1787 FOB ASHLAND OR Parks Accounts Payable
Fertilizer and Grass Seed
1 Turf and Rhododendron/Azalea Fertilizer and Perennial Rye 1 $14,422.0000 $14,422.00
Grass, Per attached quote dated 01/21/2019
Goods Agreement
Completion date: April 5, 2019
Project Account: $2,726.00
Project Account: $3,711.00
Project Account: $7,985.00
.*.............GL SUMMARY ...............
121200-602118 $2,726.00
121200-602354 $3,711.00
125500-602354 $7,985.00
By � Date:
171
i'7
AEA orized Signature =U.=aVi�:� $14,422.00
G'� t ,4- 1�� / `�
<' Cam'Lc? Cf. , „...,,c{ ,(4 <--ILY--
FORM #3 ��'0-�t-'1 �z.L` `,,,..—a 'P &'Ge r2' � CITY OF
«�
``� A,� - ASHLAND
REQUISITION , - ( `7 C1 at of request: 03/26/2019
Vendor Name J.R.Simplot Company
Address,City,State,Zip 27617 HWY 99 E
Contact Name Rob Kinney
Telephone Number 5413692826
Email address Robert.KinneyRsimplot.com
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency
❑ Reason for exemption:_ Date approved by Council: ❑ Form#13,Written findings and Authorization
❑ AMC 2.50 _(Attach copy of council communication) 1=1 Written quote or proposal attached
❑ Written quote or proposal attached _(If council approval required,attach copy of CC)
❑ Small Procurement ❑ Request for Proposal Cooperative Procurement
Not exceeding$5,000 Date approved by Council: ❑ State of Oregon
1=1 Direct Award (Attach copy of council communication)
Contract#_
State of Washington
Qualifications(Public Works) ❑ 9
❑ VerbalNVritten quote(s)or proposal(s) El Request for Q 1 )
Intermediate Procurement Date approved by Council: Contract#
GOODS&SERVICES (Attach copy of council communication) ❑ Other government agency contract
Greater than$5,000 and less than$100,000 0 Sole Source Agency
ID (3)Written quotes and solicitation attached 111 Applicable Form(#5,6,7 or 8) Contract#
PERSONAL SERVICES Intergovernmental Agreement
❑Written quote or proposal attached Form Agency
Greater than$5,000 and less than$75,000 111 Form#4, Personal Services>$5K&<$75K
❑Direct appointment not to exceed$35,000 El Annual cost to City does not exceed$25,000.
1=1 special Procurement Agreement approved by Legal and a rovedlsi ned b
❑(3)Written proposals/written solicitation g pp y g pp g by
❑Form#4,Personal Services>$5K&<$75K 1:1 Form#9,Request for Approval City Administrator.AMC 2.50.070(4)
❑ Written quote or proposal attached
Date approved by Council: ❑ Annual cost to City exceeds$25,000,Council
Valid until: (Date) approval required.(Attach copy of council communication)
Description of SERVICES Total Cost
Turf and Rhododendron/Azalea Fertilizer and Perennial Rye Grass
$ 14,422.00
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
El Per attached quote/proposal TOTAL COST
Expenditure must be charged to the appropriate account numbers for the financials to retied the actual expenditures accurately.
Project Number -_ _ _ Account Number 121200 - 602354 $ 3 7 1 1 0 0
Project Number -_ _ - Account Number 125500 - 602354 $ , 7 9 8 5 0 0
Project Number - — Account Number 121200 - 602118 $- _ - 2 ,7 2 6 0 0
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: ,/ ,-- Department Head: a ' '
/ e City Administrator:
(Equal to or:reater than$25,000)
�
(Equal to or greater than$5,000)
Department Manager/Supervisor: �`�
Funds appropriated for current fiscal year. ES NO —z —
— — ` ( el
1iq
(� F.,.nce Director-(Equal to or greater than$5,000) Date
Comments:
7.
Form#3-Requisition