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HomeMy WebLinkAbout2015-295 Contract - SME Solutions Contract for GOODS AND SERVICES Less than $25,000 CITY OF CONTRACTOR: SME Solutions, LLC -AS H LAND CONTACT: Jessica Stone 20 East Main Street Ashland, Oregon 97520 ADDRESS: 10107 S Tacoma Way #A2, Lakewood, WA 98499 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 253-572-3822 DATE AGREEMENT PREPARED: 6/17/2015 FAX: 253-572-0978 BEGINNING DATE: 7/1/15 COMPLETION DATE: 6/30/2016 COMPENSATION: Not to exceed $3,000.00 GOODS AND SERVICES TO BE PROVIDED: Provide fuel system service, repairs and assistance with inspections for FY2015-16 ADDITIONAL TERMS: In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Goods and Services will be primary and take precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said prima City of Ashland Contract. NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows: , 1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a separate written contract is entered into by the City. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 27913.220, 27913.225, 27913.230, 27913.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $20,142.20 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in art, effective upon deliver of Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 1 of 5 written notice to Contractor, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of 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 contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of 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 assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. 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 it owes under the Contract; if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this 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 Contract; or attempts to assign rights in, or delegate duties under, the Contract. 16. Insurance. Contractor shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. C. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 2 of 5 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: J (1) 1 carry out the labor or services at a location separate from my residence or is in a / specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. Sit a ~,~C'v (o ~ I S Contractor (Date) Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 4 of 5 including coverage for owned, hired or non-owned vehicles, as applicable. d. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. e. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self- insurance. 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT 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 CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 20. Prior Approval Required Provision. Approval by the City of Ashland Council or the Public Contracting Officer is required before any work may begin under this contract. 21. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by reference. Co tor: City of Ashland By By ~ Signature Department Head `a Print Name Print Name Title Date W-9 One copy of a W-9 is to be submitted with X /71 the signed contract. Purchase Order No. Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 3 of 5 CITY OF ASHLAND, OREGON EXHIBIT B City of Ashland LIVING WAGE per hour effective June 30, 2015 (Increases annually every June 30 by the ILA Consumer Price Index) portion of business of their 401 K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. ➢ For all hours worked under a business from the City of service contract between their Ashland in excess of - Note: "Employee" does not employer and the City of $20,142.20. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,142.20 or more. r If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more - For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland employee's or more of the In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 5 of 5 SMESOLU-CL DWATTS AC ORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 6/1612015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: George Petersen Insurance Agency, Inc. PHONE _ FAQ P.O. Box 3539 (A/C, No ext): (707) 525-4150 IA/C No): (707) 525-4175 Santa Rosa, CA 95402 ADDARESS: info@gpins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A. Homeland Insurance Company of New York INSURED INSURER B: Nationwide Mutual Insurance Company 23787 SME Solutions, LLC INSURER C : 10107 S Tacoma Way, Suite A-2 INSURER D Lakewood, WA 98499 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR - ADDL SUER POLICY EFF POLICY EXP -T LTR TYPE OF INSURANCE IN SD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 7,000,000 -I CLAIMS-MADE X OCCUR X 793-00-22-82-0001 06/14/2015 06/14/2016 DAMAGE TO RENTED 6 PREMISESCEa occurrence! $ 50,000 X Pollution & Professi MED EXP (Any one person) 1 $ 5,000 PERSONAL & ADV INJURY $ 7,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 7,000,000 POLICY PE F LOC ~ PRODUCTS - COMP/OPAGG $ 7,000,000 r OTHER: ICON TCART ORS POL $ 7,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 accident) L_ (Ea B I X ANY AUTO ACP BA 3007045605 03/1512015 03/15/2016 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS. AUTOS NON-OWNED PROPERTY DAMAGE X X HIRED AUTOS X AUTOS (Per accdent)__ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4"D ED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN STATUTE EORH _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT $ II ~I DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Labor and Materials - City's Petro Vend card reader system City of Ashland is named as Additional Insured with respects to General Liability per form OBENV GE 301 (02 11) , attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 90 N. Mountain Ave. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE (~J. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number: 793-00-22-82-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION -FORM I This endorsement only modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE i Name of Person or Organization: Any person or organization for which the Named Insured has agreed to provide insurance prior to loss as provided by this policy but only to the scope of insurance agreed to by the Named Insured. (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. SECTION II - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the SCHEDULE above, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury, property damage or environmental damage occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (b) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms and conditions remain the same. OBENV GE 301 (0211) Includes copyrighted material of Insurance Services Office, Inc. 1 of 1 Copyright 2011,0no8eacon Insurance Group E-INSURED 4 SME SOLUTIONS LLC QUOTATION I S M E 10107 South Tacoma Way. Suite 2-A 2800 NW 31st Ave Lakewood, WA 98499 Portland, OR 97210 SME SOLUTIONS, LLC 253-572-3822 503-205-7777 Fax: 253-572-0978 Fax: 503-205-1465 DATE: QUOTE # TO: SAMPLE PROJECT: SUBJECT: THANK YOU FOR YOUR INQUIRY. WE ARE PLEASED TO SUBMIT THIS PROPOSAL FOR YOUR CONSIDERATION. ,I if xi I,I 11-11TV (r~pNit I1 -1, nl Srxi IT I III 1, .1 11.11 IrMJ NI 1 2 3 4 5 b 7 8 9 1!1 ]7 17 13 14 IS If 17 18 19 SAMPLE 20 1] z2 23 24 15 26 27 28 29 30 34 Notes and Exclusions: 35 This proposal is based on known items that have been visually detected. There are many Tax Rate 36 unknowns that have to be identified. All additional cost associated with unknowns will be 37 borne by the owner. A change order will be submitted before any work begins. A separate Sub-total 38 estimate will be submitted once the problems have been pin pointed and additional Tax 39 permits may be required. All Material Warranties are applied by Manufacturer Requirements. Pricing Est. Freight n/a 40 does not include any electrical repairs. Tota SAMPLE Pavment terms 1. Deposit of S with balance due on install date. Lien notices will be filled for lobs over $3,000 DO. Lien releases will be issued only upon final payment. Quotation includes estimated sales tax. Sales tax for applicable items will be added to the final invoice Testing 2. Quotations for testing do not guarantee a passing test result. SME Solutions LLC will make all reasonable attempts to achieve a passing test at the time the test is performed. This does not include the repair or replacement of any parts or equipment. Failed test are the sole responsibility of the customer and repairs made during testing will be billed per section 21. Full payment of the cost of the testing, whether passed or failed, will be the customer's responsibility and all balances for testing work are due at the time of invoice. Failure to pay for testing work will result in withholding testing results and refusal to perform any additional work for the customer. System Upgrades 3. SME Solutions LLC Is not responsible for customer's loss of revenue or profit. Additional charges will be assessed for delays outside of our control as well as charges associated with software malfunction, network connectivity or back-office issues. Esnmated site downtime Is based on equipment performance as published by the supplier or manufacturer. Hours in excess of the estimated project duration are billed as extra. Quote is for work performed during normal business hours. All work performed outside of normal business hours will be additionally billed at premium rates regardless of the cause. PLU end other advanced dealer option programming is not included. SME Solutions LLC nitial I agree to contents of page 1 10107 South Tacoma Way, SME Solutions LLC Suite A2 2800 NW 31st Ave. Lakewood, WA 98499 Portland, OR 97210 1 of 3 13, In recognition of the relative risks, rewards and benefits of the project to both Customer and SME, the risks have been allocated such that Customer agrees that, to the fullest extent permitted by law, SME's total liability to Customer for any and all injuries, claims, losses, expenses, damages or claim arising out of this Contract from any cause or causes, shall not exceed the labor charge amount paid by Customer to SME under this Contract. Such causes include, but are not limited to, negligence, errors, omissions, strict liability, and breach of contract or breach of warranty. 14. Customer shall, to the fullest extent permitted by law, indemnity and hold harmless SME, its officers, directors, employees, agents and any other representatives from and against all damage, liability and cost, including reasonable attorney's fees and defense costs arising out of or in any way connected with the performance by any of the parties named above of the services under this Contract, excepting only those damages, liabilities or costs attributable solely to the gross negligence or willful misconduct of SME. 15. It the proposed scope of work under this Contract is pending approval from any local or state governmental or regulatory agencies, the State of Washington, and/or the Federal EPA, including but not limited to the City and/or County Fire, Building, Electrical, Plumbing, or Environmental Health Departments and any local AQMD, and any changes or additional requirements as may be ordered by any such regulatory or public entity will be mutually agreed upon by Customer and SME as part of a change order. 16. SME guarantees the quality of the workmanship for a period of one year from the date of completion of its work. This warranty is limited to workmanship only and does not include any labor, parts, testing, trouble shooting, or replacement of any manufacturer's defective or failed equipment. Any warranties for new equipment and parts are solely between the buyer/owner of the equipment and the manufacture of the equipment. Any request made by Customer, his/her employees or agents, for SME to repair or replace any piece of equipment for any reason is the sole responsibility of the owner of the equipment and will be billed to Customer at SME's current time and materials ("T&M"), equipment rates and mark-ups. It is the sole responsibility of the equipment buyer/owner of the equipment to understand the terms and conditions of any and all warranties for equipment. Customer acknowledges and agrees that most manufacturer warranties do not include any labor charges. 17. The compatibility of any equipment and parts provided by Customer are the sole responsibility of Customer. Any replacement, repair, modification, trouble shooting, or additional components required to make any Customer provided system compatible, whether new, used or existing equipment or parts, will be billed to Customer at SME's current T&M rates plus materials and mark-ups. This includes but is not limited to payment network compatibility, electrical and plumbing requirements, code compliance, software and programming, satellites or any piece of equipment or part not provided by SME in the Quotation or under a change order. Additional charges will be assessed for delays including but not limited to software malfunction, network connectivity or back-office issues. PLU and other advanced option programming is excluded. It is the dealer's responsibility to verify all programming/pricing is accurate prior to technician leaving site. 18. It is the responsibility of Customer, at the time a request for a quotation is made, to disclose all requirements for insurance, endorsements, certifications, prevailing wages, reporting, or any conditions required by Customer for the performance of the proposed work in compliance with applicable laws. SME may request copies of permits to operate, plans, testing results, and site information at any time during the performance of the proposed work. Failure to disclose this information may result in additional charges. Failure to disclose site conditions that directly affect the performance of the work outlined in the Quotation may result in additional charges. 19. Quotations for testing do not guarantee a passing test result. SME will make all reasonable attempts to achieve a passing test at the time the test is performed. This does not include the repair or replacement of any parts or equipment. Failed tests are the sole responsibility of Customer, and repairs made during testing will be billed at SME's current T&M rates plus materials and markups. Full payment of the cost of the testing, whether passed or failed, will be Customer's sole responsibility and all balances for testing work are due at the time of invoice. Test results will not be released or filed with regulators, and no further work will be performed by SME, until charges are paid in full. 20. All Contract payments will be COD unless provided otherwise by existing credit terms agreed to by SME. Customer will pay any deposit required as indicated in the Quotation with the balance due upon completion of the work (or in installments or progress payments as described in the Quotation). Lien notices may be filed by SME for any Contract work. Lien releases will be issued only upon final payment. Quotation may or may not include sales, use or similar local taxes. All applicable sales, use and any other local tax will be added to SME invoices. 21. The Quotation will become a contract between the Customer and SME at the time it is accepted by Customer. To accept the Quotation and enter into a binding contract for the work specified therein, Customer must sign below. No work will begin until the signed Quotation is received by SME. Cancellation of the Contract may result in charges to Customer for non returnable equipment, parts restocking, permit and planning work and the like. A portion or all of Customers deposit may be retained for payment of the foregoing charges. 22. For all items referring to T&M pricing above, the Rate Sheet attached to Schedule C of the Maintenance and Repair Agreement between SME and Customer will apply. In the event that no such agreement is in place, the following rates apply: Labor: $87.00 per hour (Premium Rates at 1.5x and 2.0 x as applicable) Travel: 587.00 per hour (Premium Rates at 1.5x and 2.0 x as applicable) Electrical $97.00 per hour (Premium Rates at 1.Sx and 2.0 x as applicable) Mileage: $0.98 per mile Parts: List Price Subcontract: Cost +20% Equipment Rental: Market Rate TO ACCEPT THE QUOTATION TO WHICH THESE TERMS AND CONDITIONS ARE ATTACHED, PLEASE DATE AND SIGN WHERE INDICATED BELOW: Owner or Authorized Representative: SME Solutions, LLC Signature: Signature: (Print) (Print) Title: Date: 20_ SME Solutions LLC 10107 South Tacoma Way, SME Solutions LLC Suite A2 2800 NW 31 st Ave. Lakewood, WA 98499 Portland, OR 97210 3 of 3 Page 1 / 1 CITY OF T _ '~'~1S H LAND DATE_ PO NUMBER 'i 20 E MAIN ST. 10/22/2015 13210 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 016610 SHIP TO: Ashland Building Maintenance SME SOLUTIONS, LLC (541) 488-5358 10107 SOUTH TACOMA WAY 90 N MOUNTAIN AVENUE STE A2 ASHLAND, OR 97520 LAKEWOOD, WA 98499 FOB Point: Ashland, Oreqon Req. N).: Terms: Net Dept.: Req. Del. Date: Contact: Dale Peters Special Inst: Confirming? NO Quantity Unit _ f Description Unit Price Ext. Price Fuel system services, repairs and 3,000.00 assistance with inspections FY 2016 Contract for Goods and Services Beqinninq date: 07/01/2015 Completion date: 06/30/2016 I SUBTOTAL 3,000.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 3,000.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 730.08.24.00.60222 E 000069.999 3,000.00 r - Auth ized Signature VENDOR COPY FORM #3 CITY OF SHLAND REQUISITION Date of request: 15 OCT 2015 Required date for delivery: Vendor Name SMF c;nI I IT- Imo, I I r. Address, City, State, Zip 10107 S TACOMA WAY 0A2 Contact Name & Telephone Number Fax Number t AKFW00(?, WA 98499 53-572-3822 JFSSlQA STONF FAX 253-572-0978 SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100.000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5.000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $51K to $75K Valid until: (Date) I Description of SERVICES Total Cost F "-1 cSy Z51:FF2.) tcE r Rep JR i PS v~tU "775 .vgS,StsTW~eF- ZoLS -1 w/ -mow 5~- -~~ari(' Fr $ 3000.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quote/proposal $ Project Number _ 000069.999 Account Number 730.08.24.00.602223 Account Number Account Number - 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes /No By sign in ~ thi re uisition form, that the City's public contracting requirements have been satisfied. Employee: Department Head: ~.cl - f~ (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year YES / NO Finance Director- (Equal to or greater than $5,000) Date Comments: Form #3 - Requisition