HomeMy WebLinkAbout2025-105 AGRMT US West Corporation T Y 0, 1,
A' S" U"11-AND Goods and Services Agreement
City Inforimation Contractor Information
City of Ashland Firm Name: US West Corporation
Attn:, Chance Metcalf Contact: Anthony Rondeau
Address: PO Box 6002
20 East Main Street
Ashland, Oregon 97520 Myrtle Creek, OR 97457
(541)488-5587'
phone: Phone: (541) 863-6969
Email: chance.metc,alf@ashiand.or.us Email: anthony@uswestcorp.com
Contract Summary
Procurement Method: Direct award
Completion Date: 12/31/2025
Contract Amount: $ 15,000.00 not to exceed
Description of Services: Electrical Services for VFD Replacement
Supporting Documents: estimate Dated:
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, pporting
Documents shall be given precedence in the order listed above.The Contractor's initi herein
t a
signify acknowledgment and agreement to this provision, if applicable, or if not sign "NI
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 US West Corporation
1. Term and Termination
1.1. Terra. 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 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 US West Corporation
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 $27,163.00 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 N'
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& Goods and Services Agreement between the City of Ashland and US West Corporation
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: 9/18I25
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 us West Corporation
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 279B.220, 2798.230 and 2798.235
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 US West Corporation
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 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.
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 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
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 US West Corporation
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: US West Corporation(CONTRACTOR):
Digitally signed by Scott Fleury
Scott F I e uY Date:2025.09.18 09:42:10 ligital[y signed by Amanda Canty
By. -0TW
By:
Signature Signature
Scott Fleury, Public Works Director
Amanda Canty
Printed Name
9/18125 Printed Name
Date Controller/Secretary
Title
09/03/2025
Date
Purchase Order No.
is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
RA9 OV\12M&S +2 1a
City Attorney
Page 7 of 8: Goods and Services Agreement between the City of Ashland and US West Corporation
I
City w. Ashland, Oregon
City of Ashland
LIVING
ALL r r - described below r . WAGE
with City of Ashland laws regulating r .yment of
living wage.
I
per hour, effective .Jane 30, 2025
The Living Wage is adjusted annually every
11 i1 ,June 30 by the Consumer Price Index.
i
- , - r , • a project or portion of the 401K, and IRS eligible
business of their employer„ if cafeteria plans (including
the employer has ten or more childcare) benefits to the
employees, 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$27,163. time employees, the Living
Ashland it 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%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,
i
Foradditional i
i
Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager, 1
City Hall, 20 East Main Street, Ashland', OR 97520, or visit the City's website at www,ashland.or.uuso
Notice to Employers: This notice must be posted in areas where it can be seen by all employees.
,,CITY Of
US
T CORPORATION
e
0 Electrical and Plumbing Construction Connlrany
Native Ainericau owned
14113E&DOE Certified#9226
OR CCB license No.202266
OR BCD License No.C1 2 Q 7&PBl 454
PHf)AT(5,11)8634969 FAX(S41)860-7409
VFD Replacement, 1295 !yak 5t, Ashland OR 97520
US West Electric is offering a time and material not to exceed estimate for the
replacement of 2 VFD's. This includes removing the VFU's, reactors and removing pilot
devices from the cabinet doors. This estimate includes labor and any material needed
to complete the scope of work. If US West completes the work for less than the
estimate amount, the customer will not accrue any additional charges.
The proposal includes the following:
• Labor
• Material
Total: $ 16,000
Please lot us know if you have any questions, or if you would
like us to proceed. Thank You,
Anthony Rondeau — Service
Manager, Journeyman Wireman
3211 2J
CS West Corporation
1390 Old Pacific Hwy
PO Box 6002
Myrtle Creek,OR 97457