Blackline, Inc ~ CP15012 i
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORM MUST ACCOMPANY EVERY CONTRACT
Contract Title: Slurry Seal Type II Woodard Lane Number: `
Contractor: Blackline, Inc. Contract Total: $3,880
Contract Overview: T)�2e II Slurry Seal 9700 SF on Woodard Lane in Turd, Oregon
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Kim McMillan Ext: 2642 Department: PW/Engineering
Type: ❑ Purchase Agreement ❑ Personal Service ® General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: 6/25/15 End Date: 6/30/15
Quotes/Bids/Proposal FIRM AMOUNT/SCORE
Blacklme, Inc. $3,880
Account String: Fund-Division-.Account Work Order—Activity Type Amount
FY 2014/15 500-8000-56005 93010-140 $3,880
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments: Direct Appoint, contract under$20,000
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Oce along with a
completed Contract Checklist.
Contract#C�) v 1
CITY OF TIGARD,OREGON
AGREEMENT FOR SERVICES RELATED TO
SLURRY SEAL TYPE II WOODARD LANE-CIP#93010
THIS AGREEMENT made and entered into this 25b day of June, 2015,by and between the City of
Tigard, a municipal corporation of the State of Oregon, hereinafter called "City", and Blackline, Inc.,
hereinafter called"Contractor",collectively known as the"Parties."
RECITALS
WHEREAS, Contractor has submitted a bid or proposal to City to provide specific services;and
WHEREAS, Contractor is in the business of providing specific services and is aware of the
purposes for which City requires the services; and
WHEREAS, City and Contractor wish to enter into a contract under which City shall purchase the
services described in Contractor's bid or proposal;
THEREFORE,The Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor agrees to provide services related to applying Slurry Seal Type II to a private street,
Woodard Lane. The work is detailed in Exhibit A — Scope of Services and by this reference
made a part hereof.
2. EFFECTIVE DATE AND DURATION
Contractor shall initiate services upon receipt of City's notice to proceed, together with an
executed copy of this Agreement. This Agreement shall become effective upon the date of
execution and shall expire, unless otherwise terminated or extended, on June 30, 2015. All
services shall be completed prior to the expiration of this Agreement.
3. COMPENSATION
City agrees to pay Contractor an amount not exceeding Three Thousand Eight Hundred Eighty
and No/100 Dollars ($3,880.00) for performance of those services described herein, which
payment shall be based upon the following applicable terms:
A. Payment will be made in installments based on Contractor's invoice, subject to the
approval by the City, and not more frequently than monthly. Payment shall be trade
only for work actually completed as of the date of invoice.
B. Payment by City shall release City from any further obligation for payment to
Contractor, for services performed or expenses incurred as of the date of the invoice.
Payment shall not be considered acceptance or approval of any work or waiver of any
defects therein.
C. Contractor shall make payments promptly, as due, to all persons supplying labor or
materials for the prosecution of this work. Contractor shall not permit any lien or claim
to be filed or prosecuted against the City on any account of any labor or material
furnished.
D. Contractor shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
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E. If Contractor fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Contractor or a subcontractor by any person as such claim
becomes due, City may pay such claim and charge the amount of the payment against
funds due or to become due the Contractor. The payment of the claim in this manner
shall not relieve Contractor or their surety from obligation with respect to any unpaid
claims.
F. Contractor shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one work week except for individuals under the contract who
are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
G. Contractor shall promptly, as due, make payment to any person, co-partnership,
association or corporation, furnishing medical, surgical, hospital care or other needed
care and attention incident to sickness or injury to the employees of Contractor or all
sums which Contractor agrees to pay for such services and all moneys and sums which
Contractor collected or deducted from the wages of employees pursuant to any law,
contract or agreement for the purpose of providing or paying for such service.
H. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Appropriations for future fiscal
years shall be subject to budget approval by the City Council.
4. PREVAILING WAGE
As this contract is part of a larger overall project, the provisions of ORS Chapters 279A and
279C and all other Oregon and Federal provisions pertaining to minimum salaries and wages
are incorporated herein by reference as if fully set forth. The Contractor agrees that the
workmen in each trade or occupation required for the work to be done pursuant to the
contract, employed in the performance of the Contract, either by the Contractor or
Subcontractor or other person doing or contracting to do any part of the work contemplated
by the Contractor shall be paid not less than the prevailing, minimum hourly rate of wage
specified by the Commissioner of the Bureau of Labor,and attached hereto.
If this project is subject to both Federal Davis-Bacon Act requirement and State of Oregon
Prevailing Wage Rate requirements,the Contractor must ensure that workers will be paid the
higher of the applicable federal or state rate. If the Contractor fails to pay for labor or
services, the City may pay for those labor and services and withhold these amounts from
payment s that are due the Contractor in accordance with ORS 279C.515
Contractor shall provide proof as requested to the City prior to the beginning of any of the
work that the Contractor has filed a public works bond with a corporate surety in the
amount of $30,000 with the Construction Contractors Board as required under Oregon
PV'R law. Contractor shall also require in every subcontract to this Agreement that the
subcontractor file a public works bond with the Construction Contractors Board in the
amount of$30,000 prior to starting work on this project unless otherwise exempt.
For contracts $50,000 or greater, the City shall pay a fee equal to one-tenth of one percent
(.001) of the price of the contract to the Bureau of Labor and Industries. The fee shall be
paid on or before the first progress payment or sixty (60) days from the date work first
began,whichever comes first.
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5. ASSIGNMENT/DELEGATION
Neither party shall assign or transfer any interest in or duty under this Agreement without the
written consent of the other and any attempted assignment or transfer without the written
consent of the other party shall be invalid.
6. SUBMITTING BILLS AND MAKING PAYMENTS
All notices and bills shall be made in writing and may be given by personal delivery,mail or fax.
Payments may be made by personal delivery, mail, or electronic transfer. The following
addresses shall be used to transmit notices,bills,payments,and other information:
OTY at TiGARD BLA.t;RLINE Nc,
Attn: Kith McMillan Attn: Cody Lorenzen
Address: 13125 SW Hall Blvd. Address: 13023 NE Hwy 99,#7 PMB 196
Tigard, Oregon 97223 Vancouver,WA 98686
Phone: (503) 718-2642 Phone: (509) 218-1221
Fax: (503) 624-0752 Fax:
Email: kim@tigard-or.gov Email: cody@blacklineinc.net
7. TERMINATION
The parties agree that any decision by either party to terminate this Agreement before 1" day
of July, 2015, shall be accompanied by thirty (30) days written notice to the other party prior
to the date termination would take effect. There shall be no penalty for early termination. If
City terminates the contract pursuant to this paragraph, it shall pay Contractor for services
rendered prorated to the date of termination.
8. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Contractor as are
directly pertinent to this Agreement for the purpose of making audit,examination, excerpts and
transcripts.
9. FORCE MMEURE
Neither City nor Contractor shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or negligence
on the part of the parties so disenabled, including but not restricted to, natural disaster, war,
civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike,
freight embargo, unusually severe weather or delay of subcontractor or supplies due to such
cause; provided that the parties so disenabled shall within ten (10) days from the beginning of
such delay,notify the other party in writing of the cause of delay and its probable extent. Such
notification shall not be the basis for a claim for additional compensation. Each party shall,
however,make all reasonable efforts to remove or eliminate such a cause of delay or default and
shall, upon cessation of the cause, diligently pursue performance of its obligation under the
Agreement.
10. NON-DISCRIMINATION
Contractor agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans
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with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules
established pursuant to those laws.
11. INDEMNITY
Contractor agrees to and shall defend, indemnify and hold harmless City, City's officers,
employees, agents and representatives from and against all liability, claims, costs, demands,
judgments, penalties, and causes of action of any kind or character, or other costs or
expenses incidental to the investigation and defense thereof, of whatever nature, resulting
from or arising out of the activities of the Contractor or its subcontractors, agents, or
employees in performance of this contract, except, however, that the foregoing shall not
apply to liability that arises out of the City's, its officers, employees, agents and
representatives sole negligence. If any aspect of this indemnity shall be found to be illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder
of this indemnification.
12. INSURANCE
Contractor shall maintain insurance acceptable to City in full force and effect throughout the
term of this contract. Such insurance shall cover risks arising directly or indirectly out of
Contractor's activities or work hereunder.
The policy or policies of insurance maintained by the Contractor shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor shall obtain, at contractor's expense, and keep in effect during the term of
this contract, Comprehensive General Liability Insurance covering Bodily Injury and
Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This
coverage shall include Contractual Liability insurance for the indemnity provided under
this contract. The following insurance will be carried:
Coverage Limit
General Aggregate 3,000,000
Products-Completed Operations Aggregate 2,000,000
Personal&Advertising Injury 1,000,000
Each Occurrence 2,000,000
Fire Damage (any one fire) 50,000
B. Commercial Automobile Insurance
Contractor shall also obtain, at contractor's expense, and keep in effect during the term of
the contract, Commercial Automobile Liability coverage including coverage for all owned,
hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per
occurrence shall not be less than$2,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an "occurrence"
form. The Combined Single Limit per occurrence shall not be less than$2,000,000.
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C. Workers' Compensation Insurance
The contractor, its Subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a
calendar year. Contractors who perform work without the assistance or labor of any
employee need not obtain workers' compensation coverage. All non-exempt employers
shall provide Employer's Liability Insurance with coverage limits of not less than
$1,000,000 each accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liability, shall include the City its officers, employees, agents and representatives as
additional insureds with respect to this contract.
E. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
sdeemed acceptable by the City. All policies of insurance must be written by companies
having an A.M. Best rating of "A-VII" or better, or equivalent. The City reserves the
right to reject all or any insurance carrier(s)with an unacceptable financial rating.
F. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Contractor is self-
insured for commercial general liability or automobile liability insurance the Contractor
must provide evidence of such self-insurance. The Contractor must provide a Certificate
of Insurance showing evidence of the coverage amounts on a form acceptable to the
City. The City reserves the right in its sole discretion to determine whether self-
insurance is adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Contractor shall
furnish a Certificate of Insurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. The
certificate will specify and document all provisions within this contract and include a
copy of Additional Insured Endorsement. A renewal certificate will be sent to the below
address prior to coverage expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Contractor's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will be
forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard,Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded to
the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance shall not be construed to limit contractor's liability
hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount
of any damage,injury,or loss caused by negligence or neglect connected with this contract.
13. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree
that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and
court costs, including witness fees (expert and non-expert), attorney's fees and court costs on
appeal.
14. CONTRACTOR—PAYMENT OF BENEFITS/HOURS OF WORK
A. The Contractor shall:
1) Make payment promptly, as due, to all persons supplying to such Contractor labor or
material for the prosecution of the work provided for in this contract;
2) Pay to the Department of Revenue all sums withheld from employees pursuant to
ORS 316.167.
3) Not permit any lien or claim to be filed or prosecuted against the City of Tigard, on
account of any labor or material furnished;
B. The Contractor or the Contractor's Surety and every Subcontractor or the Subcontractor's
Surety shall file certified statements with the City in writing in form prescribed by the
Commissioner of the Bureau of Labor and Industries, certifying the hourly rate of wage
paid each worker which the Contractor or the Subcontractor has employed upon such
public work, and further certifying that no worker employed upon such public work has
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been paid less than the applicable prevailing rate of wage, which certificate and statement
shall be verified by the oath of the Contractor or the Contractor's Surety or Subcontractor
or the Subcontractor's Surety that the Contractor or Subcontractor has read such
statement and certificate and knows the contents thereof and that the same is true to the
Contractor's or Subcontractor's knowledge.
1) The certified statements shall set out accurately and completely the payroll records for
the prior week, including the same and address of each worker, the worker's correct
classification,rate of pay, daily and weekly number of hours worked, deductions made
and actual wages paid.
2) Each certified statement required herein shall be delivered or mailed by the Contractor
or Subcontractor to the City. A true copy of the certified statements shall also be filed
at the same time with the Commissioner of the Bureau of Labor and Industries.
Certified statements shall be submitted as follows:
a) Each Contractor or Subcontractor shall preserve certified statements for a period
of three years from the date of completion of the contract.
C. The Contractor agrees that if the Contractor fails, neglects or refuses to make prompt
payment of any claim for labor or services furnished to the Contractor or a Subcontractor
by any person in connection with this contract as such claim becomes due, the proper
office of the City of Tigard may pay such claim to the person furnishing the labor or
services and charge the amount of the payment against funds due or to become due to the
Contractor by reason of such contract. Payment of a claim in this manner shall not relieve
the Contractor or the Contractor's Surety from obligation with respect to any unpaid
claims.
D. Contractor agrees that no person shall be employed for more than ten (10) hours in any
one day, or 40 hours in any one week, except in cases of necessity or emergency or when
the City deems it in the best interest of the public or policy absolutely requires it, in which
event, the person so employed for excessive hours shall receive at least time and a half pay
for the following:
1) For all overtime in excess of eight hours in any one day or 40 hours in any one week
when the work week is five consecutive days,Monday through Friday,or
2) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when
the work week is four consecutive days,Monday through Friday;and
3) For all work performed on Saturday and on the legal holidays specified in ORS
279C.540.
E. The Contractor agrees to provide a written schedule to all employees showing the number
of hours per day and days per week the employee may be required to work.
F. No City employee shall be required to work overtime or on a Saturday, Sunday or holiday
in the fulfillment of this contract except where the Contractor agrees to reimburse the City
in the amount of money paid the employee for such work as determined by state law, the
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City's personnel rules or union agreement. The Contractor shall require every
subcontractor to comply with this requirement.
G. If Contractor or any first-tier subcontractor fails to pay a person furnishing labor or
material within 30 days after receipt of payment form the City or from the Contractor to a
subcontractor, the Contractor or first-tier subcontractor shall owe the person the amount
due plus interest commending at the end of the 10 day period that the payment is due
under ORS 279C.580,unless payment is subject to a good-faith dispute. The interest rate
shall be as specified in ORS 279C.515(2). If the Contractor or any subcontractor fails,
neglects, or refuses to pay a person furnishing labor or material, the person may file a
complaint with the Construction Contractors Board, unless the payment is subject to a
good faith dispute as defined in ORS 279C.580.
H. Contractor shall include a clause in each contact with a subcontractor a requirement that
the contractor pay the subcontractor for satisfactory performance within 10 days of receipt
j of payment from the City for the work. Contractor shall include in contracts with
subcontractors an interest provision for such payments in compliance with ORS 279C.580.
Contractor shall include a clause in each contract with a subcontractor requiring the
subcontractor to meet the same payment and interest standards as required by ORS
279C.580 (4).
15. DRUG TESTING PROGRAM
ORS 279C.505 requires that all public improvement contracts contain a provision requiring
contractors to demonstrate that an employee drug-testing program is in place. The
jContractor demonstrates that a drug-testing program is in place by signing of the contact.
The drug testing program will apply to all employees and will be maintained for the duration
of the Contract awarded. Failure to maintain a program shall constitute a material breach of
contract.
16. CONTRACTOR'S EMPLOYEE MEDICAL PAYMENTS
Contractor agrees to pay promptly as due, to any person, co partnership, association or
corporation furnishing medical, surgical,and hospital care or other needed care and attention
incident to sickness or injury to the Contractor's employees, all sums which the Contractor
agreed to pay for such services and all money and sums which the Contractor collected or
deducted from employee wages pursuant to any law, contract or agreement for providing or
paying for such service as referenced in ORS 279C.530.
17. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor shall comply with all applicable federal,state and local laws,rules and regulations,
including, but not limited to, the requirements concerning working hours, overtime, medical
j care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax withholding contained in ORS Chapters 279A, 279B, and
279C,the provisions of which are hereby made a part of this agreement.
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18. CITY OF TIGARD BUSINESS LICENSE
Contractor shall obtain,prior to the execution of any performance under this Agreement,a City
of Tigard Business License. The Tigard Business License is based on a calendar year with a
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December 31st expiration date. New businesses operating in Tigard after June 30th of the
current year will pay a pro-rated fee though the end of the calendar year.
19. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any conflict
between the terms of this instrument in the proposal of the contract, this instrument shall
control and nothing herein shall be considered as an acceptance of the terms of proposal
conflicting herewith.
20. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction, the validity of the remaining terms and provisions shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
21. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
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 specific instances and for the specific purpose given. There are
no understandings, agreements, or representations, oral or written, not specified herein
regarding this Agreement. Contractor,by the 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.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Contractor has executed this Agreement on the date hereinabove first written.
CIOF TIGARD BI.AC INE,( P
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By:Authorized City Representative By:Authoriz tractor Representative
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Date Date
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EXHIBIT A
SCOPE OF SERVICES
Type II Slurry Seal 9700 SF on Woodard Lane in Tigard, Oregon
This includes:
One (1) Mobilization
One (1) Day of Work
Traffic Control
Sweeping Before and After Slurry Applied
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101' .) ^�
EXHIBIT B
CONTRACTOR'S PROPOSAL
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