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HomeMy WebLinkAbout2019-222 20190543 Dominion Mechanical LLC GOODS & SERVICES AGREEMENT PROVIDER: Dominion Mechanical CITY OF PROVIDER'S Dominic Crenshaw ASHLAND CONTACT: 20 East Main Street Ashland,Oregon 97520 ADDRESS: 3070 Pineview Court Telephone: 541/488-5587 Medford, OR 97504 Fax: 541/488-6006 PHONE: 541-227-4143 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Dominion Mechanical, a domestic business corporation("hereinafter"Provider"), for plumbing services. 1. PROVIDER'S OBLIGATIONS 1.1 Replace drinking fountain at Ashland Municipal Airport 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 ,: .' ! .!. •.; million dollars)per occurrence for Bodily Injury and Property Damage. mil' i' •r 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 • Be evidenced by a certificate or certificates of such insurance approved by the City. Page 1 of 5: Agreement between the City of Ashland and Dominion Mechanical J 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$2,165 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$2,165 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. 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. Page 2 of 5: Agreement between the City of Ashland and Dominion Mechanical 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 Proposal dated June 4, 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. 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 June 30, 2020, unless sooner terminated as provided in Subsection 6.2. Page 3 of 5: Agreement between the City of Ashland and Dominion Mechanical • 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—Facilities Maintenance Department Attn: David Arnold 90 North Mountain Avenue Ashland, Oregon 97520 Phone: (541) 552-2292 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541)488-5350 If to Provider: Dominion Mechanical Attn: Dominic Crenshaw 3070 Pineview Court Medford, OR 97504 541-227-4143 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. Page 4 of 5: Agreement between the City of Ashland and Dominion Mechanical • 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: Dominion Mechanic PROVIDER): By: By: Signature Signature / r.-7 1401 it /Dom 4%c. COAs:aSH-l4+AJ Printed Name Printed Name Tie Title 6/23-//g 4/ 1 T Date Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. /% ( Page 5 of 5: Agreement between the City of Ashland and Dominion Mechanical Estimate Dominion ?0 Mechanical Plumbing - Hydronics Dominion Mechanical LLC 3070 Pineview Ct Medford, OR 97504 CCB: #202782 541-227-4143 Name/Address David Arnold City of Ashland Ashland, OR Date Estimate No. Project 06/04/19 102 Item Description Total Plumbing Remove existing non working drinking fountain from the Ashland 2,165.00 Municipal Airport. Provide and install Elkay drinking fountain with water bottle fill. Replace shut off valve to DF if need be. Upsiize existing drain line to proper size. This bid is for labor and all materials to complete job. Total $2,165.00 r !YD CERTIFICATE OF LIABILITY INSURANCE Ir" t:A,°! flip CRN1MCATI 1$ISSUED AS A MATTI*OF INFORMATION ONI Y AND cONFFAI NO NOAITS UPON 1140 C$*TIPICAT2 MOt.W* i o CIRT1ACATit 0022 NOT APFMYATIYELY OR NIOATIVILY AMEND. EXTEND ON ALTER SHE COVEItAQE WORDED IV rid rouctq mum. TM5 L>FRTVNGATE OF MAUAANCE DOES NOT CONST1t0TE A CONTRACT BETWEEN THE 188U1NO I1tSURIONS).AUTNORt2E0 4$ lNTATINE 492 PMDDUC$R,ANO THE C22T1,10ATI HOLDER ■1OLTAMT: N Ow oolMeiiNr holds,.is an ADDITIONAL ENSURED,(No yaICy5loo)must be erdofipd, It SUBROGATION 15 WAIVED,oWbtodt to RN Nom sod Ioodilloo.if Ms poky sen;ar poles nos row*,C an wi1I11*ieet. A stoae.e.ant on Rnn nrtin:s4s dogs V1 1 KOltier I Qftta to iM sseEE1Ma Midst SA Me of DANA nodorsame.Nts. -Co14TA:T ¶aGHTHEAST AOINC .2. _i JNIi,,,.....—..... ......... 6467 MAW AIT EET STE 104 — . (N1LE.IANSVIL1D,NY ¶4195 __ c,--...Moe Rffil„_—,■/immikaa CONTRACTOiSSOIQING :'M+v-,A.4CE COO 7AJId DOUNRON M OWICAL , sr AA TO P VIEW CT E CENTRAL PONT OR 07002 ;mot. _. _.. COVERAGES CERTIFICATE NUMBER. REVISION NUWIER: '4" •-n-.IANY TRAY THE PO1 *ER 1140.21ANOF LISTED naafi}A.YE 0EEN 152.20 TO TNF.l*4LIREO NAME0 AE0vE refit THE rOLCY PE1200 040+_,A`L1: MOTorner ECMIO NOV REOU4:tMENT.TOW OA CONDITION OF me(Calff%ACT 1Na ODRA DOCUMENT w¶TN P 5MCT TO Y&*Cii 1111 CERTFCATE NOV EE ROM OR MAY PERTAIN THE MSURANCE AMMO)EY THE POLICIES DESCRIBED HEREIN 4$SUBJECT TO ALL THE rEAMS. EXCLUSIONS MDCOMO*Ta015OF RICH rOLIOZE.LOOTS IDOTII MAT KAVIEINNotRONCED AT PAR) CLAMS t niltOomossas re 1tc'Y.E11�iA 'Iit... AlrYC4' ti ,X,f'PICY4 14 usteet'T� 5 J 5LLt�IRTNel t Tom_ I yF �D46 i . t ,ma I X i©hz■ a f _... � M.EiPee!T a•resd$9 T ANON A C110t.1E6T 10¶0 OO1 S 1 OrOIY2 10 Re1eaA_a wv rlaa¶r *450.000 ._.• I 01016ACOMPATAIWZMPUIIMOL -, AkX$XcnE 1 2450.000 ■Fumy L;"$R ❑►x 3 e+IDAIt4.c *ea 2.000)X0 • cCtIEft -Nona LASl sw000statssIRAN ,o.•Anmos= . 10H1./Maa:la:pawl a ■arlip • ,e,P:rii, a _-. _■ I (1 Y DM INPIRLAI TOmM._.. w _.w SAW mama= 1 l t ITT 4M eI, i ;. i ?. ... „1 '.:.. ...: 1 IIamtnam� .Jrr...u'. m, CpeiaLN¶tCw MA 4,NIW!•MANY UW I I . 1lataliI • 4 MAD an AM[ueme Om..irtw.ow,wn N IUu. om n.e.weM - .I AND S OCOVERAGE IS INC UDED ACCORDING TO THE TERMS OF THE POLICY AND/., BJECT TO APPLOAM.E POLICY J. NS TABLE ROCK RD IMETE CITY OR 07000 ADDITIONAL INSURED PER CBGL007T TE HOLDER CANCELLATION , ENOMDIUD OP TIM AIMS DI IO PCUIL.ET SE ta8C11U1D WORE TIM ,• ;,1 • DAIS WISISOP, NOTICE Wu lot al/LI MID MI O&M 11OntAO YI171*THE POUCY rR0'.'glGq. R Amy dAddEEd Pubic RONA Dc$IVnent Aitmoose Illrafor ' , Ad 4*Or 07220 1 1452014 AGO • a II. AGGRO 22p01NE1) Thr ACOJTA namw and k, n BM royistcrcd marks of ACORD r • CERTIFICATION OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE REQUIREMENTS Contractor is exempt from the requirement to obtain workers compensation insurance under ORS Chapter 656 for the following reason. Contractor is to initial the appropriate box as follows: SOLE PROPRIETOR (initials) • Contractor is a sole proprietor,and • Contractor has no employees,and • Contractor will not hire employees or subcontractors to perform this contract. CORPORATION—FOR PROFIT (Initials) • Contractor's business is incorporated;and • All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation,and • All work will be performed by the officers and directors;Contractor will not hire other employees or subcontractors to perform this contract. CORPORATION-NONPROFIT (Initials) • Contractor's business is incorporated as a nonprofit corporation,and • Contractor has no employees;all work is performed by volunteers,and • Contractor will not hire employees or subcontractors to perform this contact. PARTNERSHIP (Initials) • Contractor is a partnership,and • Contractor has no employees,and • All work will be performed by the partners;Contractor will not hire employees or subcontractors to perform this contract,and • Contractor is not engaged in work performed in direct connection with the construction,alteration,repair, improvement,moving or demolition of an improvement to real property or appurtenances thereto.** /s` IMITED LIABILITY COMPANY ( c ,is) • Contractor is a limited liability company,and • Contractor has no employees,and • All work will be performed by the members;Contractor will not hire employees or subcontractors to perform this contract,and • If Contractor has more than one member,Contractor is not engaged in work performed in direct connection with the construction,alteration,repair, improvement,moving or demolition of an improvement to real property or appu •nan es thereto.** -Signore of Au horized Signer) (Date) Oi-01\-J et_-- (Signer'sTitle *NOTE: Under OAR436-50-050 a shareholder has a"substantial ownership"interest if the shareholder owns 10%of the corporation,or if less than 10%is owned,the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders. **NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with City Attorney's Office before an exemption request is accepted from a contractor who will perform construction work. Business Registry Business Name Search Page 1 of 2 Business Registry Business Name Search 02-07-2019 New Search Business Entity Data 11:13 Registry Next Renewal Registry Nbr Entity Entity Jurisdiction g y Renewal Type Status Date Date Due. 1014580-99 DLLC ACT OREGON 04-22-2014 04-22-2019 Entity Name DOMINION MECHANICAL LLC Foreign Name New Search Associated Names Type PPB PRINCIPAL PLACE OF BUSINESS Addr 1 3070 PINEVIEW CT Addr 2 CSZ MEDFORD IOR 197504 I ICountrylUNITED STATES OF AMERICA Please click here for general information about registered agents and service of process. 05-03- Type AGT REGISTERED AGENT Start Date 2018 Resign Date Name DOMINIC I 'CRENSHAW I I Addr 1 3070 PINEVIEW CT Addr 2 CSZ MEDFORD FOR 197504 I ICountryluNITED STATES OF AMERICA Type MALIMAILING ADDRESS I I Addr 1 3070 PINEVIEW CT Addr 2 CSZ MEDFORD IOR 197504 I I Cou ntrylUNITED STATES OF AMERICA Type MEMIMEMBER I I Resign Date I Name DOMINIC I 'CRENSHAW I I Addr 1 3070 PINEVIEW CT Addr 2 CSZ MEDFORD IOR 197504 I ICountrylUNITED STATES OF AMERICA New Search Name History Name Name e End Date Business Entity Name Tvpe Status Start Dat http://egov.sos.state.or.us/br/pkg_web_name_srch_i ng.show_detl?p_be_rsn=169 5 2 5 4&p_sr... 2/7/2019 Purchase Order r=4, Valk -.' psi �: _ ?d Fiscal Year 2019 Page: 1 of: 1 B City of Ashland L 20 E. Accounts Payable Purchase 20190543 L 20 E. Main Ashland, OR 97520 Order# T Phone: 541/552-2010 • 0 Email: payable @ashland.or.us V H C/O Facilities Maintenance Div E DOMINION MECHANICAL LLC I 90 North Mountain Ave N 3070 PINEVIEW CT p Ashland, OR 97520 MEDFORD, OR 97504 Phone: 541/488-5358 O T Fax: 541/552-2304 0 David Arnold 07/09/2019 - 4421 FOB ASHAND OR/NET30 Ci Accounts Pa able Drinking Fountain Airport 1 Replace drinking fountain at Ashland Municipal Airport 1 $2,165.0000 $2,165.00 Goods & Services Agreement Completion date: 06/30/2020 Project Account: GL SUMMARY 085700 -602320 $2,165.00 By Ls W Ill Date: 1 ` 13 1 l CI = — _ Authorized Signature Ff:�T4tal =,__i $2,165.00 FORM #3 �c CITY O F �" b ( j1 7 69ASHLAND t t'�Ccj 7ye R G'r 61 i s : iM-SS ` niS REQUISITION ,�I ---%— %�-� - equest: June 19,2019 40 n ��,, ( 7 Q q3, ey)uired date for delivery: - Vendor Name ( Dominion Mechanical Address, City,State,Zip 2125 Spring Street, Medford, OR 97504 Contact Name &Telephone Number Dominic Crenshaw 541-227-4143 Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency 1 ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization Date approved by Council: ❑ Written quote or proposal attached ❑ AMC 2.50 ❑ Written quote or proposal attached tEl Small Procurement Cooperative Procurement Less than$5,000 ❑ Request for Proposal (Copies on file) 0 State of Oregon O Direct Award Date approved by Council: Contract# ❑ Verbal/Written quote(s)or proposal(s) • ❑ State of Washington Contract# Intermediate Procurement ❑ Sole Source ❑ Other government agency contract GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Agency $5,000 to$100,000 ❑ Written quote or proposal attached Contract# LI (3)Written quotes and solicitation ❑ Form#4, Personal Services$5K to$75K Intergovernmental Agreement attached ❑ Special Procurement ❑ Agency PERSONAL SERVICES ❑ Form#9, Request for Approval Date original contract approved by Council: $5,000 a30 ❑ Written quote or proposal attached (Date) ULess thhan n$$35,000,by direct Date approved by Council: appointment ❑ (3)Written proposals/writtep solicitation ' ❑ Form#4,Personal Services$5K to$75K Valid until: (Date) Description of SERVICES Total Cost • Replace drinking fountain at Ashland Municipal Airport $ 2,165.00 .i 1 Item# Quantity • Unit Description of MATERIALS Unit Price Total Cost ' TOTAL COST ® Per attached quote/proposal Dc5iD , 4'02310 $ Project Number - Account Number 982498-603498- l *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this re misitioaf• m, I certify t(,)ity's public contracting requirements have been satisfied. Employee Signature: f ��rr - Department Head Signature: ✓ w Z.Cf �� (( greater than$5,000) City Administrator: (Equal to or greater than$$25,0 t0)han Funds appropriated for current fiscal year: / NO �6�1n�11 • -14 (,))/1/i /j4 04,10 I Finance Director-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition