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HomeMy WebLinkAbout2025-029 AGRMT - Carlson Construction " I T Y 0 F Goods and Services Agreement City Information Contractor Information City of Ashland Firm Name: Carlson Construction Attn: Rick Barton Contact: Brent Carlson 90 N. Mountain Ave. Address: 1234 Corona Ave. Ashland, Oregon 97520 Medford, OR 97504 Phone: (541) 552-2082 Phone: (541) 773-3035 Email: rick.barton@ash land.or.US Email: bcarlsonconstruction@hotmail.com Contract Summary Procurement Method: Direct Appointment Completion Date: 12/31/2025 Contract Amount: $ 24,800.00 Twenty Four Thousand, Eight Hundred Dollars Description of services: Directional drilling and conduit installation on N. Main St. Supporting Documents: Bid Proposal Dated: 03/06/2025 Dated: Dated: Dated: This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter"City") and the Contractor listed under Contractor Information above, (hereinafter "Contractor"), for the services listed under Description of Services and the Supporting Documents as noted in the Contract Summary above. 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 the Supporting Documents,the Supporting Documents shall be given precedence in the order listed above.The Contractor's initials F ]herein signify acknowledgment and agreement to this provision, if applicable, or if not sign "N/A". The goods and services defined and described in the Supporting Documents shall hereinafter be collectively referred to as"Work." Page 1 of 8: Goods and Services Agreement between the City of Ashland and Carlson Construction 1. Term and Termination 1.1. 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 the Completion Date indicated in the Contract Summary on page one of this Agreement unless sooner terminated as provided in Subsection 1,2. 1.1. Time is of the essence. Time Is of the essence for Contractor's performance of each and every obligation and duty under this Agreement. City, by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this Agreement If Contractor fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. 1.2. Termination 1.2.1. The City and Contractor may terminate this Agreement by mutual agreement at any time. 1.2.2. 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. 1.2.3. Either party may terminate this Agreement,with cause, by not less than fourteen (14) I 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. 2. Compensation 2.1. City shall pay Contractor the sum listed as the "Contract Amount" in the Contract Summary on page one of this Agreement as provided herein as full compensation for the Work as specified in the supporting documents. 2.2. In no event shall Contractor's total of all compensation and reimbursement under this Agreement exceed the "Contract Amount" listed in the Contract Summary without express, written approval from the appropriate Department Head or City Manager. Contractor acknowledges that any work delivered, or expenses incurred without authorization as provided herein is done at Contractor's own risk and as a volunteer without expectation of compensation or reimbursement. 3. Contractor's Obligations 3.1. Performance. Provide the goods or services as set forth in the Supporting Documents attached hereto and, by this reference, incorporated herein. 3.2. Nondiscrimination. Contractor agrees that no person shall, on the grounds of race, color, religion,creed,sex,marital status,familial status or domestic partnership,national origin,age, j mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Contractor. Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor 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 s Page 2 of 8; Goods and Services Agreement between the City of Ashland and Carlson Construction i 1 business enterprise certified under ORS 200,055, in awarding subcontracts as required by ORS 279A,110. 3.3. Subcontractor Notification. In all solicitations either by competitive bidding or negotiation made by Contractor 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 Contractors of the Contractor's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 3.4. Living Wage Requirements. If the amount of this Agreement is $26,429.65 or more, Contractor is required to comply with Chapter 3,12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter, to all employees performing Work under this Agreement.and to any Subcontractor who performs 50% or more of the Work under this Agreement. Contractor is also required to post the notice attached hereto as "Exhibit A" predominantly in areas where it will be seen by all employees. 4. Contractor's Compliance with Tax Laws 4.1. Contractor represents and warrants to the City that: 4.1.1. Contractor shall, throughout the term of this Agreement, including any extensions hereof,comply with: • All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317,and 318; • Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Contractor;and • Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 4,1.2. Contractor further certifies that contractor is not in violation of any Oregon tax laws referenced In ORS 305.380(4). 4.2. Tax Compliance Breach. Contractor'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 Contractor'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. 5. Insurance. Contractor 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 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall include: 5.1. Commercial general liability--with a combined single limit, or the equivalent, of not less than $2,000,000(two million dollars) per occurrence and$3,000,000(three million dollars)in the aggregate for Bodily Injury and Property Damage, Page 3 of 8: Goods and Services Agreement between the City of Ashland and Carlson Construction i , i 52. Commercial Automobile Liability -- with a combined single limit, or the equivalent of not less than $2,000,000 (two million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired and non-owned vehicles. 5.3, Additional forms; (See Attached) 5.4. Worker's Compensation. Contractor shall, at its own expense, maintain Worker's Compensation Insurance in compliance with ORS 656.017,which requires subject employers to provide workers' compensation coverage for all of its subject workers. As evidence of the insurance required by this Agreement, the Contractor shall furnish an acceptable insurance certificate prior to commencing any Work with limits not less than $500,000, 5.4.1. Workers' Compensation Exemption; If applicable,Contractor affirms and certifies that it is exempt from providing Workers' Compensation per ORS 656,027. Exemption criteria; Contractor initials if exempt; Date; 04/24/2025 6. Additional Insured/Certificates of Insurance. The Contractor shall name the City of Ashland, Oregon, along with its elected officials, officers, and employees, as Additional Insureds on all insurance policies (excluding Professional Liability and Workers' Compensation) necessary for this Agreement,This inclusion applies solely to the services provided by the Contractor under this Agreement. The Contractor's insurance must be primary and non-contributory. Before commencing work, the Contractor must provide acceptable insurance certificates as proof of the required coverage. These certificates must specify all parties included as additional Insureds, treating each named and additional named insured as if they were covered under separate policies, without increasing policy limits. Insuring companies or entities must be accepted by the City. Upon request, the Contractor must provide complete copies of insurance policies and trust agreements to the City.Additionally,the Contractor must provide an endorsement naming the City, its officers,employees,and agents as additional insureds by the Effective Date of this Agreement, accompanied by approved certificate(s)of insurance. 7. Indemnity. Contractor 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 Contractor or its officers, employees, contractors,or agents under this Agreement. 1 8. 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 addresses set forth above with a copy to: City of Ashland—Legal Department I 20 E. Main Street Ashland, Oregon 97520 Phone: (541)488-5350 I i Page 4 of 8: Goods and Services Agreement between the City of Ashland and Carlson Construction I 6. Remedies 6.1, In the event Contractor 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: 6.1.1. Termination of this Agreement. 6.1.2. Withholding all monies due for the Work that Contractor has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively. 6.1.3. Initiation of an action or proceeding for damages,specific performance,or declaratory or injunctive relief. 6,1 A. 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. 6.2. Default: The Contractor shall be in default of this Agreement if Contractor: commits any material breach or default of any covenant,warranty,,certification,or obligation under the Agreement;institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors;or ceases doing business on a regular basis of the type identified In Its obligations under the Agreement;or, without written authorization by the City, attempts to assign rights in, or delegate duties under,this Agreement. 6.3. Liability Limitation. in no event shall City be liable to Contractor for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Contractor exceed the amount due, Contractor shall pay immediately any excess to City upon written demand provided. 7. General Provisions 7.1. Non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Contractor and is free to procure similar types of goods and services from other Contractors in its sole discretion. 7.2. Independent Contractor Status. Contractor is an independent contractor and not an employee or agent of the City for any purpose. 7.3. Statutory Requirements. The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,27913.230 and 27913.235 7.4. Assignment. Contractor 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. Contractor 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 or subcontractor and the City. Page 5 of 8: Goods and Services Agreement between the City of Ashland and Carlson Construction t , I i 7.6. Force Majeure.Neither party to this Agreement shall hold the other responsible for damages 0 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, 7.6. Deliveries F.O.B destination. Contractor shall pay all transportation and handling charges for the Goods. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Contractor remains liable for latent defects, fraud, and warranties. 7.7, Goods Rejection, The City may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated, If Contractor 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). 7.8. Goods Warranty Representation. Contractor 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, i Contractor shall transfer all warranties to the City. 7.9, 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. 7.10, Jurisdiction.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 3 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. 7.11, Severance. 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 j enforceable,preserving to the fullest extent permitted the intent of Contractor and the City set forth in this Agreement, 8. Merger. This agreement and the attached exhibits constitute the entire understanding and agreement between the parties. No waiver, consent, modification or change of terms of this agreement shall bind either party unless in writing and signed by both parties, Such waiver, consent, modification or change, if made, shall be effective only in the specific Instance and for the specific purpose given. There are no understandings, agreements,or representations, oral or written, not specified herein regarding this agreement. Contractor, by signature of its authorized representative, hereby acknowledges that he/she'has read this agreement, understands it, and agrees to be bound by its terms and conditions. i Page 6 of 8: Goods and Services Agreement between the City of Ashland and Carlson Construction I WITNESS WHEREOF, the parties have executed this Agreement in their respective names by their j duly authorized representatives as of the dates indicated below.This Agreement may be executed In two counterparts,each of which shall be deemed an original,with equal force and effect as if executed in a single document CITY OF ASItt_AND: Carlson Construction(CONTRACTOR): 1 7hoWaf Mc�gUett y; _ _...._. By: 7 pr7.A,lp7"y9ub:1'Y P^q7) B,ant Cart-n(Nlay Fi,2(I25(IfS i.3 PDT) I Signature Signature Thomas McBartlett Brent Carlson Printed Name 04/24/2025 Printed Name President .. Date Title 04/24/2025 Date,-,. Purchase Order No. (W-9 is to be submitted w(th.,this signed Agreement) APPROVED AS TO FORM: City Attorney i 1 I i Page 7 of 8; Goods and Services Agreement between the City of Ashland and Carlson Construction !41 1♦ 1 M City of Ashland -LIVING WAG 1 per Ihotrr, effective June 30, 2024. � Tbe Living Wage Is adjnsted antivally every J"ne 30 by the orr trmer° Price Index. . 1 � , ��ii�Yi III 1 III 1 portion of the business of of health care,retirement, their employer,if the 401 K,and IRS eligible employer has ten or more cafeteria plans(including employees,and has received childcare)benefits to the > For all hours worked under a financial assistance for the employee's amount of wages, service contract between their project or business from the employer and the City of City of Ashland over Y Note: For temporary and Ashland If the contract $26,429,65; part-time employees,the exceeds$26,429.65 or more, Living Wage does not apply > If their employer Is the City of to the first 1040 hours worked > For all hours worked in a Ashland,including the Parks in any calendar year. For month,if the employee and Recreation Department. more details, please see spends 60%or more of the Ashland Municipal Code employee's time in that month > in calculating the living wage, Section 3,12,020, working on a project or employers may add the value 1 r l l 1 Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager, y� .a f.c�f.,tf , City Hall, 20 fast Main Street, Ashland, OR 97520,or visit the Cit s website at www.��;�t���tlanc Notice to Employers: This notice must be posted in areas where it can be seen by all employees, w ,F'I V 0 F' Carlson Construction Mailing: PO Box 1503 Medford OR 97501 Office:1234 Corona Avenue Medford, OR 97504 541-773-3035 Cell:541-601-3849 CCB#173889 Email: bcarlsonconstruction@hotmail.com Bid proposal I. DATE SUBMITTED:3/6/2025 Bid amount : 24,600.00 Required Deposit: Bld Submitted to: WORK TO ICE PERFORMi;O Al'. i Customer:City of Ashland(Electrical) Address:N,Main Street Lights Address: City:Ashland City: Phone: Phone:Rick Email: i Phase 1: This bid is to directional drill starting at Location H5058279 close to Skidmore St, heading North, under the sidewalk, heading to location H5058202 (about 350'). We will pull in (1) 2" conduit for others to pull in power through. We will supply 90's to turn up at the designated locations, we will install ground boxes in those locations supplied by the city, All pot holing, asphalt removal, concrete removal, and traffic control is included. Asphalt and concrete repairs to be done by the city. We will backfill all excavated areas with 4 minus and compact until the city can make those repairs. Signat Date of Acceptance I 1 r i i Page 1 of 1 i