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HomeMy WebLinkAbout2026-048 AGRMT Control Systems NW OCITY OF ASHLAND I GOODS AND SERVICES AGREEMENT CITY OF ASHLAND INFORMATION CONTRACTOR INFORMATION City of Ashland Control Systems NW 20 East Main Street, Ashland, OR 97520 22722 29t" Dr. SE. Ste 210 Bothell, WA 98021 Camden Robustelli Casey Stribling 541-591-8924 541-531-9680 camden.robustelli@ashland.or.us cstribling@controlsystemsnw.com CONTRACT Procurement Method Intermediate Completion Date 10/23/26 $63,523.79 Sixty-Three Thousand Five Hundred and Contract Amount Twenty-Three Dollars and Seventy-Nine Cents Description of Services TAP Booster Station Pump Station VFD Enclosure Tap Booster Pump Station Procurement Dated 03/27/26 VFD.pdf Supporting Documents Dated Dated Dated This Goods and Services Agreement("Agreement")is entered into between the City of Ashland, ("City") and the Contractor set forth above ("Contractor") (collectively the "Parties") for the services as listed above and as more specifically described in the Supporting Documents. This Agreement is effective upon the date of the final signature ("Effective Date"). 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. The goods and services defined and described in the Supporting Documents shall hereinafter be collectively referred to as "Work." NOW THEREFORE,the Parties hereby incorporate the above and agree to the following terms: 1. Compensation. City shall pay Contractor for the Work described in the Supporting Documents. 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 written approval from City. 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. Page 1 of 5 OCITY OF ASHLAND I GOODS AND SERVICES AGREEMENT Contractor may not change the agreed upon purchase prices set forth in the Supporting Documents as a result of input or supply fluctuations, including as a result of tariffs or force majeure, without City's written approval. Payments shall be made within 3 0 days of the date of receipt by the City of Contractor's invoice,provided that City may withhold any monies due for the Work that Contractor has failed to deliver within any scheduled completion dates or any Work that has been delivered inadequately or defectively. 2. Contractor Representations. Contractor represents and warrants Contractor is an independent contractor. Contractor represents and warrants that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the services to which they will be assigned in a skilled manner and, if required to be registered, licensed, or bonded by the State of Oregon, are so registered, licensed, or bonded. Contractor shall not discriminate in performance of this Agreement on any protected class grounds and shall comply with all applicable federal and state laws, including discrimination in subcontracting awards as provided for under ORS 279A.110. 3. Non-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 assignment or subcontract without the 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 City of any subcontract of the Work shall not create any contractual relation between the subcontractor and City. 4. 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. 5. Living Wage Requirement. If the amount of this Agreement is $27,163 or more, under the Ashland Municipal Code (AMC), Chapter 3.12, Contractor is required to pay a living wage as defined by AMC to all Contractor employees and subcontractors that perform more than 50% of the work. Contractor shall predominantly post "Exhibit A" in areas where it will be seen those subject to Ashland's living wage requirement. 6. Performance. Contractor shall, at its own risk,perform the Work described in the Description of Services and in the Supporting Documents and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 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. 7. Insurance. Contractor shall name the City as an additional insured on all insurance policies related to goods and services provided by the Contractor under this Agreement. Contractor shall maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder, a primary, non-contributory,insurance policy that is"occurrence"based and not"claims made."Before commencing work,the Contractor must provide acceptable insurance certificates as proof of the required coverage and, upon request,provide complete copies of insurance policies and trust agreements to the City. Contractor agrees to carry insurance in not less than the below amounts: Page 2 of 5 OCITYOF ASHLAND I GOODS AND SERVICES AGREEMENT a. General Liability.With a combined single limit, or the equivalent,of not less than $2,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury and property damage. b. Automobile Liability. With a combined single limit, or the equivalent of not less than $2,000,000 for each accident for bodily injury and property damage, including coverage for owned, hired and non-owned vehicles. c. Worker's Compensation. Contractor shall, at its own expense, maintain worker's compensation insurance in compliance with ORS 656.017. Contractor shall furnish applicable insurance certificate prior to commencing any Work with limits not less than $500,000. If Contractor is exempt from workers compensation, the Contractor must list the exemption criteria and initial below, should an exemption apply. i. Exemption criteria: ii. Contractor initials if exempt: Date: 8. Indemnification. 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, subcontractors, or agents under this Agreement, including but not limited to claims for personal inj ury made by Contractor's officers, employees, subcontractors,agents,or other third parties. Contractor expressly assumes all risk, loss, damage, injury, and claims of any kind arising from or related to the acts or omissions of Contractor's officers, employees, agents, or subcontractors. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them. 9. Termination. a. Without Cause. The Parties may mutually terminate this Agreement at any time by written agreement. City may terminate this Agreement without cause upon thirty (30) days' written notice to Contractor. b. Unavailable Funds. (i)If City funding from federal, state, county or other sources is not sufficient to allow for the purchase of the indicated quantity of goods or services; (ii) if federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement, or (iii) City otherwise has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement immediately upon written notice to Contractor. c. Event of Default. If Contractor is in default, City may terminate this Agreement as set forth in Section 10 below. 10. Default. The Contractor shall be in default of this Agreement if Contractor (a) commits any material breach or default of any covenant, warranty, certification, or obligation under the Agreement and fails to cure within 14 days after written notice, (b) institutes an action for relief in bankruptcy or has instituted against it an action for insolvency, (c) makes a general assignment for the benefit of creditors, (d) ceases doing business on a regular basis of the type identified in its obligations under the Agreement, or (e) Page 3 of 5 OCITY OF ASHLAND I GOODS AND SERVICES AGREEMENT without written authorization by the City, attempts to assign rights in, or delegate duties under, this Agreement. 11. Remedies. In the event Contractor is in default of this Agreement as set forth below, 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, (a)immediate termination of this Agreement, (b)withholding all monies due for the Work that Contractor has failed to deliver within any scheduled completion dates or any Work that has been delivered inadequately or defectively, (c) initiation of an action or proceeding for damages, specific performance, and/or declaratory or injunctive relief. Upon termination, Contractor shall deliver to City all documents,information,works-in-progress and other property that are or would be deliverables had the Agreement been completed. These remedies are cumulative and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 12. Ownership of Work/Documents. All Work, work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright, patent, trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 13. Limitation of Liability. In the event this Agreement is terminated by City, City shall not be liable to Contractor for any expenses or anticipated profits beyond the goods and services provided and accepted at the time of termination.If previous amounts paid to Contractor exceed the amount due, Contractor shall pay immediately any excess to City upon written demand. 14. Notice. Whenever notice is required 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 by each Party on page 1. 15. Deliveries F.O.B. Destination. Contractor shall pay all transportation and handling charges for any 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. 16. 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 Section does not affect or limit the City's rights,including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 17. 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 liens and defects in labor, material and manufacture. Contractor shall transfer all warranties to the City. 18. Non-Waiver. 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. Page 4 of 5 OCITYOF ASHLAND I GOODS AND SERVICES AGREEMENT 19. 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 or federal district court for the District of Oregon located in Medford, Oregon. 20. 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. 21. Merger. This Agreement and the attached exhibits and Supporting Documents 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. 22. Time is of the Essence.Time is of the essence for Contractor's performance of every obligation and duty under this Agreement, including any exhibits and Supporting Documents. 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 multiple counterparts and delivered via electronic means, each of which shall be deemed an original, with equal force and effect as if executed in a single document. CITY OF • • - By: By: Signature Signature Name:Sabrina Cotta Name: Chris Roberts Title:City Manager Title: CEO Date:4/24/26 Date: 04/20/2026 • Enter the Purchase Order Number Page 5 of 5