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HomeMy WebLinkAbout2025-081 AGRMT Xylem SUILAND Goods and Services City Information Contractor Information City of Ashland Firm Name: Xylem e Wells Attn: Ben Russell Contact: Constance 1195 Oak t Address: 9625 SW Tualatin-Sherwood d Ashland, Oregon 97520 Tualatin, OR 9762 Phone: {541} 552-2335 phone: (979)446-218 Email: ben.russell ashlan ore on. ov Email: constance.wells@xylem.com Contract Summary Procurement Method: Direct Award Completion Date: 12/30/2025 Contract Amount: $ 4,773.00 One time service Description of Services: Service/Inspection of Godwin Diesel pump Supporting Documents: Preventative Maintenance Agreen Dated: 05/05/20 5 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 porting Documents shall be give i precedence in the order listed above.The Contractor's initials r I� herein signify acknowledgment and agreement to this provision, if applicable, or if not sign The goods and services defined and described in the Supporting Documents shall hereinafter be collectively referred to a "Work." Page 1 of 8: Goods and Services Agreement between the City of Ashland and Xylem 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 Galled 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 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, 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 Xylem business enterprise certified under ORS 200.055' in awarding subcontracts as required by ORS 279A.11D. 3.3. Subcontractor Notification. In all solicitations either bw competitive bidding or negotiation made by Contractor for work tobe 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 nf19M4 and other federal nondiscrimination laws. 3.4. Living Wage Requirements. If the amount of this Agreement is $26.429.85 or more, Contractor is required bm comply with Chapter 3.12of the Ashland Municipal Code bxpaying a living w/age, as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50Y6 or more of the VVbrh under this Agreement. Contractor is also required to post the notice attached hereto as "Exhibit A" predominantly in areas where it will be seen bv all employees. 4. Contractor's Compliance with Tax Laws 4.1. Contractor represents and warrants h0 the City that: 4.1.1. Contractor shmU, throughout the term of this Aoreennont, including any extensions hereof, comply with: w 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 po|iticml subdivision of the State of Oregon applicable to Contractor; and * Any rules, regulations,charter provisions, or ordinances that implement or enforce any Vf the foregoing tax laws orprovisions. 4.1.2. Contractor further marbfiee that contractor is not in violation of any Oregon tax laws referenced inORS 305380/4\. 42. Tax Compliance Breach. Contractor's failure to comply with the tax laws of the State of Oregon and all applicable tax |avve of any political subdivision of the State of Oregon shall constitute m matehal breach of this Agreement. Further' any violation of Contractor's warranty, as set forth in this Article 8, shall constitute a material bnamuh of this Agreement. Any material breach ofthis Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement, ad law, orin equity. 5. Insurance. Contractor shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received henaunder, a policy or policies of liability insurance Each policy of such insurance shall be on an "occurrence" and not a ''dainme made" fbmn, and shall include: 5.1. Commercial general liability — with a combined single |imnit, or the equivalent, of not less than $2,ODO'OUO (two million dollars) per occurrence and $3.OQQ.00O (three million dollars) in the aggregate for Bodily Injury and Property Damage. Page 3uf8: Goods and Services Agreement between the City of Ashland and Xylem 5.2. Commercial Automobile LiabiVitw — with m combined single limit, or the equivalent Qfnot less than $2.000,000 (two million dO||8nd for each accident for Bodily Injury and Property Danxage, including coverage for owned, hired and non-owned vehicles. 5.3. Additional forms: (See Attached) 5/¢. Worker's Compensation. Contractor ehaH, at its mvvn 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$5UO,OOO. 5.4.1. /f applicable, Contractor affirms and certifies that itis exempt from providing Workers' Compensation per ORS 856.O27. Exemption criteria: Contractor initials if exempt: Date: G. Additional Insured/Certificates mf Insurance. The Contractor shall name the City ofAshland, OreAon, along with its elected ofUcia|s, of5oena, and employees, as Additional Insureds on all insurance policies (excluding Professional Liability and Workers' Compensation) necessary for this Agreement. This inclusion applies solely tothe services provided bv 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 |nmunads, treating each named and additional named insured as if they were covered under separate po|iciea, 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 oedifimate(a) ofinsurance. 7. Indemnity. Contractor shall defend, save, hold harmless and indemnify the City and its officers, employees and agents from and against any and all c|einne, ouiba. actions, losses, damages, liabilities, costs, and expenses of any nature resulting frorn, arising out of, or relating to the activities of Contractor orits 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 vv#bmg to the other party by personal d*hvery, by sending via 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: CitvmfAah|and—Lega| Departnoent 20 E. Main 8tnaed Ashland, Oregon Q752O Phone: (541)48M-535D Page 4nfEL Goods and Services Agreement between the City of Ashland and Xylem | 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. 6.1.4. 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 27913.220, 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 Xylem ............................... ............................. 7.5. Force Majeure. Neither party tm this Agreement shall hold the other responsible fordennageo or delay in performance caused by ecda of God, strikes, |ochouts, acCidents, or other events beyond the control of the other or the other's officers, employees oragents. 7.6. Deliveries F'O.B destination. Contractor shall pay all transportation and handling charges for the Goods. Contractor is responsible and liable for |oee or damage until final inspection and acceptance of the Goods bv 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 prima, as negotiated. If Contractor does not cure any defects within e reasonable time,the City may rejectthe Goods and cancel this Agreement in whole or in part. This paragraph does not affect ur limit the Cih/'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, nurnant, 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 tothe Qty. 7.8. Waiver of Breach. One or more waivers or failures to object by either party tothe others 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 bv the laws ofthe State of Oregon without regard tV conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall bein the Circuit Court ofthe State of Oregon for Jackson County unless exclusive jurisdiction isin federal court, in which case exclusive venue shall bein the federal district court for the district of Oregon. Each pohx 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 pohY, any case may be dismissed or its venue tnansferrad, as appropriate, soaabo effectuate this choice ofvenue. 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 hm 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 xveiVer, 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 vvhttem' not specified herein regarding this agreement. Contractor, by signature of its authorized napresentadima, hereby acknowledges that he/she has reed this a0reement, understands it, and agrees tobe bound byits terms and conditions. Page Oof8: Goods and Services Agreement between the City of Ashland and Xylem WITNESS WHEREOF, the parties have executed this Agreement in their respective names by their 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 ASHLAND: xylem(CONTRACTOR): S � Ca r Y Digitally signed by Cary Jensen 06'00? y. 025A7.15 09:59:58 Signature Signature SSe t Printed Name Printed Name ®ate Title ®ate Purchase Order No. ( is to be submitted with this signed Agreement) APPROVED S TO FORM: City Attorney Page 7 of 8: Goods and Services Agreement between the City of Ashland and xylem City of Ashland LIVING • ® , • , 'e • •, • ® WAGE per hour, effective LivingThe June 30 by the Consumer Price Index® illliVemployees, oject or portion of the 401 K, and IRS eligible ess of their employer, if cafeteria plans (including mployer has ten or more childcare) benefits to the and has received employee's amount of wages. � For all hours worked under a financial assistance for the service contract between their project or business from the ➢ Note: For temporary and part- employer and the City of City of Ashland over$ 7,163. time employees, the Living Ashland if the contract Wage does not apply to the exceeds$27,163 or more. ➢ If their employer is the City of first 1040 hours worked in any Ashland, including the Parks calendar year. For more For all hours worked in a and Recreation Department. details, please see Ashland month,if the employee spends Municipal Code Section 50!o o or more of the employee's ➢ In calculating the living wage, 3.12,020. time in that month working on employers may add the value of health care, retirement, Call the Ashland City Manager's office at 541-486-6002 or write to the City Manager, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City°s website at�wrvw.ashgand.or.us. Notice toEmployers: This notice must be posted in areas where it can be seen by all employees. C'. 1 T Y 0 r 'AS Fli w i