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HomeMy WebLinkAbout2026-018 AGRMT EMD Millipore Corporation Docusign Envelope ID:1F3552D6-C31D-4A5E-8EF3-C74B7AA48BEC Char Form CITY or ASHLAND Goods and Services Agreement City Information Contractor Information City of Ashland Firm Name: EMD Millipore Corporation Attn: Ben Russell Contact: Jim Haines 1195 Oak St Address: 400 Summit Drive Ashland, Oregon 97520 Burlington, MA 01803 Phone: (541)552-2335 Phone: (206)310-9139 Email: ben.russell{�,�'ash land.or.US Email: jim.hainesmilliporesgma.com Contract Summary Procurement Method: Direct Award Completion Date: 06/30/2026 Contract Amount: $ 24,478.27*Twenty four thousand four hundred seventy eight and twenty-seven cents Description of Services: Purchase and installation of filtered water system for WWTP laboratory Supporting Documents: Millipore Quote R-11443216.3 Dated: 12/10/2025 Millipore COI Dated: 01/21/2026 Millipore W 9 Dated: 01/0212025 Dated: *exclusive of any applicable taxes and tariff surcharge 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'jupporting Documents shall be given precedence in the order listed above. The Contractor's initials I herein signify acknowledgment and agreement to this provision, if applicable, or if not sign`NIA EL The goods and services defined and described in the Supporting Documents shall hereinafter be collectively referred to as"Work." j Page 1 of 8: Goods and Services Agreement between the City of Ashland and EMIR Millipore Dmcuwgn Envelope ID: 1. Term and Termination 1.1. Term. This Agreement shall x beefecbvn from the da� ofeXacut�nnnbehm�ofthe C�/ as set forth below /� * ^E����ve D�ba and continue full effect until the Completion Date indicated in the Contract Summary on page one ofthis Agreement unless sooner terminated am provided inSubsection 12 essence-Time kyof the essence for Contnaobea performance ofeach and every obligation enddutvunderthisAgreemertpnovidedtbatContpac±oraooeptsno liability for any losses or for damages arising out of delays in delivery. City, by written nndcatoConb�cb�ofdefou�orbneacb n�oymt�nytbnetenn|terminate whole - , n e o�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 atany time. 1.2.2- The City may, upon not less than thirty (30) dovm prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 123. Either party may terminate this Agreement, with cause, by not less than fourteen (1 - � days' prior written notice if the cause ia not cured within that fourteen (14) dey period after written notime. Such termination iein addition to and not in lieu of any other remedy at law orequity. 2. Compensation 2.1. Contractor invoices as products are shipped and mamioee are performed. City shall pay Contractor all invoiced amounts within thirty (30 days from date ofinvoice. The sum listed an the 'Contract Amount" in the Contract Summary on page one of this Agreement as provided herein is compensation for the Work eo specified in the supporting documents. This amount is exclusive of all sales, use, and excise taxes, and any other similar taxes or charges cf any kind imposed bv any governmental authority or quasi-governmental authoritvonany amounts payable by City. City shall be responsible for all such taxes and charges; provided, however, that City shall not be responsible for any taxes imposed on, or with respect to, Contractors income,revenues,gross receipts,personal or real property,or other assets. This amount is also exclusive of a temporary tariff surcharge which will be applied to all products QD this order, services are exempt. 22. With the exception of any applicable taxes and tariff surcharge, 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 de|ivered, or expenses incurred without authorization as provided herein is done at Contractmee own risk and as e volunteer without expectation of compensation or reimbursement. 3- Contractor's Obligations 3.1. Performance. Provide the goods or services ms set forth in the Supporting Documents attached hereto and, bv this reference, incorporated herein. Page 2of6L Goods and Services Agreement between the City of Ashland and BMD@YiUipuns | c000nign Envelope ID:1p3m52Du-:a1 3.2. Nondiscrimination. Contractor agrees that no person shall, onthe grounds �race, color, meliqion, cneed, se( marital obatUs, familial status ordomestic partnership, national oMg>n, age, mental or physical disability, m8XUal orientation, gender identity or source of innome, 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 etabutes, rules and regulations. Further, Contractor aQnaew not to d8sminlhnete against a disadvantaged business enterphea, minority-owned business, woman-owned businesa, 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 C}R8 278A.11D. 3.3. Subcontractor Notification. in all solicitations either by competitive bidding or negotiation made by Contractor for work bobe 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 Contractors obligations under this Agreement and Title VI of the Civil Rights Act of18G4 and other federal nondiscrimination laws. 3.4. Living Wage Requirements. If the amount of this Agreement is $27.163.08 or more, Contractor inrequired to comply with Chapter 3.12 of the Ashland Municipal Code bypaying o 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 Wth Tax Laws 4.1. Contractor represents and warrants to the City that 4.1'1. Contractor ehsUf, throughout the term of this Agreement, including any extensions henaof, comp|ywith: • All tax laws of the State af Oregon, including but not limited toORS 305.620aod ORS chapters 31G, 817` and 318; ° Any tax provisions imposed by a political subdivision of the State of Qm*Qon applicable to Contractor; and • Any rules, regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax laws orprovisions. 4.1.2. Contractor further certifies that contractor is not in violation of any Oregon tax laws referenced in ORS 3D5.3DO(4). 4'2 Tax Compliance Breach. Contractors failure to comply With the bm 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 any relief available under this Agreement, mtlaw, orimequity. 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 Page 3of8- Goods and Services Agreement between the City of Ashland and B0OMU&pom ` | oonunign Envelope ID:1F3saoD6-C31 policy uf such insurance shall include: 5.1. Commercial general liability —withscombined 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 andPropedyDamage 5.2' Commercial Automobile Liability —vvith a combined single limit, or the equivalent of not less than $2'000.000 (two rnDhom 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. Worber`s Compensation. Contractor shall, at its own expense, maintain Workers Compensation Insurance in compliance with ORS 656.017,which requires subject employers to provide workers' compensation coverage for all of its subject workers. An evidence ofthe 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' |f applicable, Contractor affirms and certifies that it7a exempt from providing Workers'Compensation per ORS S56-Q27. Exemption criteria: Contractor initials if exempt: 6. Certificates of Insurance. The Contractor shall list the City of Ashland, Oregon oaCertificate Holder ong Certificate of Insurance. The Contractors insurance must be primary and non- contributory. Before commencing work, the Contractor must provide acceptable insurance uerUfioahaoao proof of the required coverage. 7. Indemnity. Contractor shall defend, sove, hold harmless and indemnify the City and its officers, employees and agents from and against any and all third party da|mn, suits, actions, bsseo, damages, liabilities, costs, and expenses of any nature to the proportionate extent directly arising out of the negligence or willful misconduct of Contractor orits officers, employees, contractors, or agents in the manufacture or sale of products or in the provision of services under this Agreement The foregoing notwithstanding, Contractor shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including,without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, or downtime costs. The total liability of Contractor hereunder shall not exceed the purchase price of products or services involved. Without limiting the provisions regarding and limiting warranty okabna hereunder, all claims must be brought within one year of delivery of products or performance of services, regardless of their nature, O' 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 m reputable commercial overnight courier, or by mailing using registered or certified United States mai|, return receipt | | requested, postage prepaid, tothe addresses set forth above with a copy to: | CityofAsh|and—LeQo|Departnent 2QE Main Street Ashland, Oregon 8752O Phone: (S41)488~535O Page 4of8: Goods and Services Agreement between the C4of Ashland and EMDMi|lipmne � � � Dorumigo Envelope ID:1F35a2D6-C31 9. Remedies GL1. !n the event Contractor isiO 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: 0.1'1. Termination of this Agreement. 9'1-2. Withholding all monies due for any Work that have been delivered inadequately or defectively. 9.1.3' Initiation of an action or proceeding for declaratory or injunctive relief. 9.1.4. These remedies are cumulative to the extent the remedies are not inconsistent, and City may pursue any remedy orremedies singly,collectively,successively orin any order whatsoever, 9'2. C)mfamh; The Contractor shall bein default of this Agreement ifContractor: 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; cv 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 b»assign dQht in, or delegate duties under, this Agreement. 9.3. 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 oxoeadtheannourddma, ContractocohmUpoyimmodiote\yanyexceastoChyupunvvhtten demand provided. 1D. General Provisions 10.1. 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, 10.2. Independent Contractor Status.Contractor ioan independent contractor and not an employee or agent of the City for any purpose. 10.3. Statutory Requirements, The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 27g8.22O, 278B.23O and 279B^235 10.4. AsmigomnemtContractorshaUnotasaignthisAgreamentvvithoutthepdorwritten consent of the City, such consent not 1obe unreasonably withheld. Any attempted assignment without written consent of the City shall be void. Contractor reserves the right bo train outside service providers to perform the actual installation, maintenance and/or repair services. Contractor shall be fully responsible for the act$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 5ofEL Goods and Services Agreement between the City of Ashland and BWQMi0pore | Dooumigncnvelope ID:l 10.5. Force Majeure.Neither party to this Agreement shall hold the other responsible for damages or delay in performancecaused bv acts of God, strikes, lockouts, accidents, epidemics, pandernics, or other events beyond the control of the other or the other's officers, employees oragents. 18.6. Deliveries F.0J5dewtbaatkon, Contractor shall pay all transportation and handling charges for the Goods. Contractor is responsible and liable for loss or damage until delivery of the Goods etdestination. Contractor remains liable for fraud and warranties. 10.7. Goods Rejection.The City may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at 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 orin part. This paragraph does not affect orlimit theCity'n rights, imdVdiDg its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 10L8. 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 conform to published specifications for one(1) year after date of shipment for products and ninety(QD) days after performance of services- Contractor ahaUbonsferaUworrantiastotheCdx. 10.9. Waiver of Breach. One or more waivers or failures to object by either party to the other's bnaoCh of any provision, hsnn, condi§on, or covenant contained in this Agreement shall not be construed aea waiver of any subsequent breach,whether or not of the same nature, 10.iCL Severance. |f any provision of this Agreement is found bya court ofcompetent jurisdiction to be uneoforceablg, such provision shall not affect the other pnovsions, but such unenforceable provision shall be deemed modified tothe extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Contractor and the City set forth in this Agreement. 11. 8AerQer. This agreement and the attached exhibits constitute the entire understanding and agreement between the parties. No waiver, consent modification or change of terms ofthis agreement shall bind either party unless in writing and signed by both parties. Such waiver, ooDsent, modification or change, if made, ohcd} be effective only in the apeoZho instance and for the specific purpose given. There are no understandings,agreements, or representations, oral or vvdtteo, not specified herein regarding this agreement. Contractor, by signature of its authorized rapnesxantative, hereby acknowledges that he/she has read this agreement, understands it, and agrees tobe bound by its terms and conditions. Page Oof 8: Gmods and Services Agreement between the City of Ashland and EM0Millipore Docusign Envelope ID:1 F355206-C31 D-4A5E-8EF3-G74B7AA08BEC 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: EMD Millipore Corporation(CONTRACTOR): 4wlalkl "'44 Signature By: ire VN Printed Name Raymond Reilly Printed Name Head of Sales and Service, Lab Water Solution s Date Life Science I Advanced Solutions Title 2/18/2026 Date Purchase Order No. (A�is to be submitted with this signed Agreement APPROVED AS TO FORM: City Attomeo Page 7 of 8: Goods and Services Agreement between the City of Ashland and EMD Millipore Docusign Envelope to,IF8552D6-C31R-4A5E-8EF3-C74B7AA088EC Ashland,City of Oregon City of Ashland LIVING ALL employers described below • • WAGE livingwith City of Ashland laws regulating payment of • per hours effective June 30, 2025. Kom The Living Wage is adjusted annually every June 34 by the Consumer Price Index. . . 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 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 and 3� For all hours worked in a Recreation Department details, please see Ashland month,if the employee spends .� Municipal Code Section3.12.020. 50%or more of the employee's r In calculating the living wage, time in that month working on employers may add the value of health care, retirement, For additional information: 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.ash►and.or.us. Notice to Employers: This notice must be posted in areas where it can be seen by all employees. A' H L A"NY.D Page 8 of 8: Goods and Services Agreement between the city of Ashland and EMD Millipore