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HomeMy WebLinkAbout2022-022 PO 20220282- Abraham Contracting Inc Purchase Order FrAllVia Fiscal Year 2022 Page: 1 of: 1 B to - lE�Y2e115j`'dr�� 1�.3���P� 21-S1C�N�Ll�:�t® ` City of Ashland �� RECO DE L _ = • . • . • . • I • I . • . , . . • FORM ttA c !t Y 0 r :•., •. f ' ' 19 °") 7 .1 ASHLAND • • • REQUISBTEION . ()ate of recivest• 0111512022 • • Required.date for deliVerr • • P`• Vendor Name :Abraham.Contracting Inc.. • ,4 Address,City,State,Zip 6152 Riverbanks RoadGrants pASS.:QR.97.52.7 , ' cfre' :t: Contact Name&Telephone N.Umber i Mika Jones(541)650-7281(541)650-7281 _ ' . 0 Email address. ' . rat zilyciA7 /f 0 . . mikej@abraharntOntracting.cOnn . .. • 4 • . / • . . .• p al SOURCING METHOD . &li O Exempt from COMpetitive Bidding. 0: Emergency g •D Reason for exemption: 0 invitation to Bid . . El Form iti$,Written findings and Authorization O AMC2.5b.. Date approved by Council; 0 Written quotaor proposal attached 1 D Written quote or proposal attached (Attach'copy of council communication) . Of council approval required,attach copy of CC) . . 0 Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 Date,approved by Council: • 0 State of Oregon. 1 Ei Direct Award (Attachcopy of botindli.COMMunication) . Contract f 0'VerbalMritten bid(s)or proposal(s) 0 Request for Qualifications(public:Works) 0 'State of Washing* • I Date:approved.by bounck - • , . Contract4 (Attach copy of councilornmunicatiphy 0 OthergovernMeritAgericy contract . Intermediate Procurement . 0 Sole Source• Agency . . . GOODS&SERVICES 0 ApPlicabletorm(I15,0,7 Of'8) centractf • . Greater than$5,000 and less than$100,0 06 0 Written quote or.proposal attached Intergovernmental Agreement . .O. (3)Writtenbids&solicitation attached 0 Form S,Personal advisee:WM MK Agency PERSONAL SERVICES 0 Special Procurement 0 Annual cost to City does not exceed$25,000,. • : Greater than$5;000 and less than 575;000 0 Form•If.$,Request for Approval Agreement approvedby Legal and approvedlsigned by Et Less than$35;000,by direct appointment D water)guOtryor.proposatattache0 . City Administrator AMP-.250,0744). ID (3)Written proposals&solicitation attached: Date approved by ON ncil: 0 Annual cost to City exceeds$25,000,Council 0 Form#4,Personal Seryicesz$5K.to VC Valid until: (Date) approval required (Attach copy of Council communication) Description of SERVICESTotal CoSt- . Fuels Redotion. . .. .. . . . . •, • . . . s,::,6;00(4(i.'. , ::.„ • . ) . , . . , • ItOm;# Quantity• Unit Description of MATERIALS Unit price Total:Cost • . . • . . 1 . , . . .. , • . • \ • ., El Pet-attach-0 quote/proposal . . to*ALCCAir:• i , ,.. . • • • • ., Prefect Number. . , Account Writer i 2.1 a 0:.a..a..0 2 3 .2 1.. .500000 • . . . . Account Number . . .- Account Number - • • - • • •• , Vxpepelifuro.niligt b0 0440 tethe:apprOPrigte:account punibersfOrthe finaliciels. accbrafelftqfle4the 001 exPetiallurcs, . % . . ir Director hi collaboration with*ailment to approve all hardWare and software purchases: . . . • -.IT.Direator . Date Support-Yes/No By signing this requisition form,1 certify thatthe 6ity,'S public contracting requirernenishava.been.satistied, .,. ,_. , •i ••. /a4-4-/c4;4;tliej . =mployee, . Department Head.... • :(EqUalloor Oreater than$5;000) • Department Manager/Supervisor: City Administrator: • . (Equal to Or weaterthan$25,001 Funds appropriated for current fiscal year: IVO/ g Fihdrice Dire or-fEgual6 or greeter than$5,00P) Data • ornments: . . . . • :Form#3-Requigition . • ' • / . • " . • i Abraham Contracting,Inc. • Estimate 6152 Riverbanks Rd Grants Pass OR 97527 Date Estimate# . 12/12/2021 165 • • Name/Address APRC Ashland Parks and Rec. • 340 S Pioneer St ' Ashland,Oregon 97520 - • Project • Description Qty Cost Total Fuels treatment within the City of Ashland. work areas will be . 0.00 0.00 identified by Ashland City Representatives.Scope of work will include blackberry removal and small diameter trees and brush. Additional work such as assisting with pile burning at the direction of Ashland City representatives will also be performed, work may also include assisting in the removal of trees identified by Ashland City representatives,Abraham Contracting may at its discretion choose not to fell any trees it deems as to hazardous. All work will be done on an hourly rate of 40 dollars per hour per employee,daily rate will be based on an 8 hour work day.Crew would consist of 4 person crew on average(1280.00 per day at that crew size.) additional employees can/may be added at an additional 320.00 per day or 40 per hour. Abraham Contracting will provide equipment for the removal of blackberries and brush(chain saws;fuel oil,and all necessary personnel protective equipment.Abraham Contracting, per request may provide Type 6,and'or a type 4 wildland engine if needed.Equipment would be negotiated at a separate rate. • • • Total $0.00 ARD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD,YYYY) 1/5/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. . IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require.an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER , NAME; Lisa M.Smith KPD Insurance PHONE FAX No):541-741-1674 (AIC.No.Ext):541-741-0550 PO Box 784 EMAIL Springfield OR 97477ADDRESS: lisas@kpdinsurance.com • INSURER(S)AFFORDING COVERAGE , NAIC# ' INSURER A:Arch Insurance Company 11150 INSURED ABRAOIC INSURER B Arch Insurance Group 433 Abraham Contracting, Inc. INSURERC: 6152 River Banks Rd Grants Pass OR 97527 • INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1005230222 REVISION NUMBER: • . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSD SUER POLICY NUMBER (MMIDD//YY Y Y) (MMIDD�I LIMITS ' LTR INSD WVD A X COMMERCIAL GENERAL LIABILITY Y MWPK07678304 6/1/2021 - 6/1/2022 EACH OCCURRENCE $1,000,000 OCCUR DAMAGE T•RENTED • X CLAIMS-MADE PREMISES(Ea occurrence) $100,000 1 , MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 • : GEN'L AGGREGATE LIMIT APPLIES PER: ' GENERAL AGGREGATE $2,000,000 X POLICY ET LOC • PRODUCTS-COMP/OPAGG $2,000,000 - OTHER: ' . A AUTOMOBILE LIABILITY Y MWPK07678304 6/1/2021 6/1/2022 COMBINED SINGLE LIMIT $1,000,000. (Ea accident) ANY AUTO - BODILY INJURY(Per person) $ • OWNED X SCHEDULED BODILY INJURY(Per accident) $ • AUTOS ONLY AUTOSPROPERTY DAMAGE X HIRED x NON OWNED (Per accident) $ AUTOS ONLY AUTOS ONLY •~ B UMBRELLA LIAB X OCCUR MWUM07701801 6/1/2021 6/1/2022 EACH OCCURRENCE $1,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ • DED RETENTION$ $ WORKERS COMPENSATION PERTUTE ETH AND EMPLOYERS'LIABILITY YIN' ANYPROPRIETOR/PARTNERIEXECUTIVE N/A E.L.EACH ACCIDENT , $ OFFICER/MEMBEREXCLUDED7 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Equipment Floater' DLIML2570100'. 6/,1/2021 6/1/2022 $ADO Deduct ble $252,226 Actual Cash Value DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Ashland is Additional Insured per form CG2026 04 13. . • 1 I CERTIFICATE HOLDER CANCELLATION • - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE • THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN • • ACCORDANCE WITH THE POLICY PROVISIONS._ City of Ashland 20 E Main AUTHOR REPRESENTATIVE 1441-----7 Jr _ Ashland OR 97520 , ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG'20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART i SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): • • Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to' organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided"to the additional insured is _ damage" _or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: - 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or. or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsernent shall not increase the • 1. The insurance afforded to such additional applicable _Limits of Insurance shown in the ' insured only applies to the extent permitted by Declarations. law; and • . 2. If coverage providedto the additional insured is • required by ,a contract or agreement, the • insurance afforded to such additional insured willnot be broader than that which you are required by the contract or agreement to provide for such additional insured. . • CG 20 26 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 1 / ® - ( DATE(MMIDDNYYY) �°►`�o . CERTIFICATE OF LIABILITY.INSURANCE 2/24/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). , PRODUCER CONTACT KPD Insurance, Inc. PHONE FAX PO Box 784 • (NC.No.Eat):541-741-0550 (NC,No):541-741-1674 Springfield OR 97477 • ADDREss: wc-certs@kpdinsurance.com. . INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:SAIF Corp • 36196 INSURED ABRACONO2W INSURER B: • Abraham Contracting, Inc. 6152 River Banks Rd INSURER C: Grants Pass OR 97527 INSURER D: INSURER E: INSURER F: ' . • COVERAGES CERTIFICATE NUMBER:1903358328 , REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD , INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY_CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH,THIS • CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY1THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSO WSUVDR POLICY NUMBER (MM/DDIIYYYY) (CY EFF MM/DD/YYYY) LIMITS CY EXP LTR INSD WVD - COMMERCIAL GENERAL LIABILITY iEACH OCCURRENCE $ • 1—VMAGE TO RENTED . CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ • MED EXP(Any one person) $ i PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT $ • (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED • PROPERTY DAMAGE $ AUTOS ONLY _AUTOS ONLY (Per accident) $ UMBRELLA LIAB _ OCCUR i EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ - $ A WORKERS COMPENSATION 966645 7/1/2021 7/1/2022 X STATUTE X W- AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNERIEXECUTIVE N!A • E.L.EACH ACCIDENT , $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $.1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.'DISEASE-POLICY LIMIT $1,000,000 l • DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:All Operations • CERTIFICATE HOLDER CANCELLATION I - • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE •THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Ashland . 20 E Main AUTHORIZED REPRESENTATIVE Ashland OR 97520 Aidtit-40 411-1 • I ©1988-2015 ACORD CORPORATION. All rights reserved. ' ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 GOODS AND SERVICES AGREEMENT (LESS THAN $25,000) i 103,14 PROVIDER: Abraham Contracting, Inc. 1 • r � . '�� ..., ::;7. : 0 PROVIDER'S CONTACT: Mike Jones 07 'S` t`�� ADDRESS: 6152 Riverbanks Road } Grants Pass, OR 97527 . 1 20 East Main Street • . Ashland,Oregon 97520 . • Telephone: 541/488-5587 • PHONE; 541-660-7281 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 Abraham Contracting, Inc., a domestic . . • business corporation ("hereinafter"Provider"),for wildfire fuels reduction,including cutting specified vegetation • in And surrounding Ashland. 1. PROVIDER'S OBLIGATIONS . 1.1 -Provid'e wildfire fuels -reduction services, including cutting, piling, of evasive weeds from Parks Commission lands, as directed by City staff, 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 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 1.2.1 • The insurance required in this Article shall include the following coverages: 1 • 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 `E • . shall: ' • •. • Name as additional insured "the City of Ashland, Oregon,. its officers, agents and i • employees" with respect to claims arising DLit 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.eoveragc'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 ofliability; • • Provider shall immediately notify the City of any change in ins urance coverage' Page I of 5: Goods and Services Agreement between the City of Ashland and Abraham Contracting;Inc. • , , . fi 0 Provider shall supply an endorsement naming the,City, its officers, employees and agents • as additional insureds by•the Effective Date of this Agreement; and • ' 0 Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 Provider shall,at its own expense,maintain Worker's Compensation insurance in compliance with ORS 656.017, which requires subject eiiiployers 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 1 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 $22,002.43 or more, Provider is • iF 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. Provider is also required to post the notice attached hereto as "Exhibit A"predominantly in areas where it will be seen by all employees. 1.7 Assignment: Provider shall not assign this Agreement or subcontract any portion of the Work to be • provided hereunder Without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall'be void. Provider shall be fully responsible for the . acts or omissions of any assigns or subcontractors and of all persons employed by them,and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee 3 or subcontractor and the City. 2.' CITY'S OBLIGATIONS ' 2.1 City shall pay'Provider the sum of•$5,000 (five thousand dollars) billed as an hourly rate of$40.00 . (forty dollars)per person per hour for a$1,280.00 (twelve hundred and eighty dollars)as provided ' herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. i 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum'of $5,000 (five thousand 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 ha's 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.. 1 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. . , • Pam:2 of 5: Goods and Services Agreement between the City of Ashland and Abraham Contracting,Inc. ;1 t • i • 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. i 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. i 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. s 5 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. .' gi ii 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws 1. principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the li 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 traylsferred, 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 3 caused by acts of God,strikes, lockouts, accidents,or other events beyond the control of the other or the 3 • other'smfficers, employees or agents. . s 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 's 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 • 1 ti does not cure any defects within a reasonable time, the City may reject the Goods and cancel this ' Page 3 of 5: Goods and Services Agreement between the City of Ashland and Abraham Contracting,Inc. . n . • . 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 . 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 December 12,2021. 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; c 5.1.3 Initiation. of an action or proceeding for damages, specific performance, or declaratory or f. • 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 t 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. • 1 1 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 • 1s (the "Effective Date"), and.shall continue in'full force and effect until June 3(), 2021, unless sooner terminated as provided in Subsection 6.2. i ; 13 6.2 Terinination , . 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) day& 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: . " • . • Contracting,Inc. Page 4 of 5: Goods and Services Agreement bets;,een the City of Ashland and Abraham i • • t f • • H If to the City: • Ashland Parks and Recreation Commission Attn: Michael Black,Director • 20 E. Main Street . 3 Ashland, Oregon 97520 ' • Phone: (541) 552-2256 ' , I • With a copy to: • . City of Ashland—Legal Department 20 E. Main Street Ashland, OR 97520 • • Phone: (541)488-5350 1 i If to Provider: • t Abraham Contracting, Inc. Atm: Mike Jones ,. • 6152 Riverbanks Road Grants Pass, OR 9758271 Phone: (541)660-7281 • ° S. WAIVER OF BREACH- . One or;more waivers or failures to object by either party to the other's breach of any provision,term,condition, i or covenant contained in this Agreement shall not be construed as a waiver of any st,tbsequent breach,whether or not of the same nature. J e 9. PROVIDER'S COMPLIANCE WITH TAX LAWS • 9.1 Provider represents and warrants to the City that: i • • 9,1.1 Provider shall, throughout the term of this Agreement; including any extensions hereof, comply 0 with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 31.7, and 318; . • > • (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and i (iii) . Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. v 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: . if_ . • (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 i (iii) .Any rules, regulations, charter-provisions, or ordinances that implement or enforce any of l the foregoing tax laws or provisions. 1 . 5 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any r 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 1 this Agreement. Any material breach of this Agreement shall entitle the City to terminate this 1 Agreement and to seek damages and any other'relief available under this Agreement,at law,or in equity. , 1. Page 5(31'5: Goods and Services Agreement between the City of Ashland and Abraham Contracting,Inc. 1 . • 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: Abraham Contracting, inc. (PROVIDER): • B y By: Signature nature Mia4A-e/A. Printed Name . _ Printed Name ( � i Title Title '/ It/2/1/ •,//� v2. ' Date Date • • • ('VV-9 is to be submitted with this signed Agreement). • Purchase Order No. • • • • • • • 1 • Page 6 of 5: Goods and Services Agreement between the City of Ashland and Abraham Contracting,Inc. •