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City Information Contractor Information
City of Ashland Firm Name: Hassell Fabrication, Inc.
Attn: Tommy Hoak Contact: Brett Hassell
90 N. Mountain Ave, Address: 300 Dead Indian Memorial Rd
Ashland, Oregon 97520 Ashland, OR 97520
Phone: (541) 552-2355
Phone: (541)482-8730
Email: tOmmy.hoak@ash land.or.US Email: hassellfab@gmaii.com
Contract Summary
Procurement Method: Small
Completion Date: 06/30/2025
Contract Amount: $ 13,829.17
Description of Services: Fabrication of Flatbed
Supporting Documents: Agreement Dated:
W-9 Dated: 06/18/2024
Bid Document/Invoice Dated: 09/06/2024
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,th S
pporting
Documents shall be given precedence in the order listed above.The Contractor's initials herein
signify acknowledgment and agreement to this provision, if applicable, or if not sign "N/ �. herein
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 Hassell Fabrication,Inc.
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)
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 Summery
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,
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
Page 2 of 8: Goods and Services Agreement between the City of Ashland and Hassell Fabrication,Inc.
business enterprise certified under ORS 200.055, in awarding subcontracts as required by
ORS 279A.110. :w
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 Hassell Fabrication, Inc.
5.2. 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:
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.
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
20 E. Main Street
Ashland, Oregon 97520
Phone: (541)488-5350
Page 4 of 8: Goods and Services Agreement between the City of Ashland and Hassell Fabrication,Inc.
6. Remedies
6.1. In the event Contractor is in default of this Agreement,
g 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.
6.1.4. 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.
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, 279B.230 and 279B.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 Hassell Fabrication, Inc.
7.5. Force Majeure. 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.
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 inspectton
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.
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
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 parry, 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
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.
Page 6 of 8: Goods and Services Agreement between the City of Ashland and Hassell Fabrication,Inc.
JIT tide parties have executedhs A 7Iee, e r� h r a
duly authorized representatives as of the dates indicated below. rT�}}h11ins Agreement may be ex�xecuted inr
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two counterparts, each of which shall be deemed an original,with equal force and effect as if executed
in a single document,
CITY OF ASHLAND: Hassell Fabrication, Inc.(CONTRACTOR):
By: .a ..., ,,. . w ... By.
.. ,....,,, nature._..__.._._
Signature
Printed Name
t Printed Name
Date �
Title
Purchase Order No. Date
(W-9-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
City Attorney
Page 7 of 8: Goods and Services Agreement between the City of Ashland and Hassell Fabrication,Inc.
CITY OFASHLAND, OREGON
City of Ashland
WAGE
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_ 7 - portion of the business of of health care, retirement,
their employer, if the 401 K, and IRS eligible
living • ' 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.
project or business from the
service contract between their City of Ashland over ➢ Note: For temporary and
employer and the City of $26,429.65; part-time employees,the
Ashland if the contract Living Wage does not apply
exceeds$26,429.65 or more. ➢ 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
Ashland Municipal Code
spends 50%or more of the ➢ In calculating the living wage, Section 3.12.020.
employee's time in that month employers may add the value
working on a project or
Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager,
City Hall, 20 East Main Street,Ashland, OR 97520, or visit the City's website at www.ashland.or.us.
Notice to Employers: This notice must be posted in areas where it can be seen by all employees.
ClA Y At x
712/6/2024
E(MM/DD/YYYY)
A�" CERTIFICATE OF LIABILITY INSURANCE
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
NAME: Angela Coleman
k.p.d. Insurance, LLC PHONE FAX
1111 Gateway Loop A/C No Ext: 541-741-0550 A/c,No):
E-MSpringfield OR 97477 ADDRESS: Angela.coleman@imacorp.com
INSURER(S)AFFORDING COVERAGE NAIC#
INSURERA: Hartford Fire Insurance Company 19682
INSURED HASS01C INSURERS:Trumbull Insurance Company 27120
Hassell Fabrication, Inc.
300 Dead Indian Memorial Rd INsuRERc: SAIF Corporation 36196
Ashland OR 97520 INSURERD:
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER:1110832910 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICYNUMBER MM/DD MM/DD
A X COMMERCIAL GENERAL LIABILITY 52UUNSV7401 6/15/2024 6/15/2025 EACH OCCURRENCE $1,000,000
CLAIMS-MADE � OCCUR DAMAGE TO RENTED
PREMISES Ea occurrence $300,000
MED EXP(Any one person) $10,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
POLICY❑ PRO ❑
JECT LOC PRODUCTS-COMP/OP AGG $2,000,000
X
OTHER: $
B AUTOMOBILE LIABILITY 52UENOL2160 6/15/2024 6/15/2025 COMBINED SINGLE LIMIT $1,000,000
Ea accident
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X HIRED X NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
UMBRELLALIAB OCCUR EACH OCCURRENCE $
EXCESS LAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $
C WORKERS COMPENSATION 888341 12/1/2024 12/1/2025 X PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000
OFFICER/MEMBER EXCLUDED? ❑ N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000
A Property 52UUNSV7401 6/15/2024 6/15/2025 Special form
Replacement Cost
$2,500 Deductible
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Certificate Holder and all other parties required by the contract are included as Additional Insured on the General Liability and Automobile Liability Policies, if
required by written contract or agreement,subject to the policy terms and conditions.
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 St AUTHORIZED REPRESENTATIVE
Ashland OR 97520
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD