HomeMy WebLinkAbout2016-053 Contract - Johnson Controls
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Jan.11. 2016 6:56AM No-4040 P. 3/11
Contract for GOODS AND SERVICES Less than $25,000
C I T Y OF CONTRACTOR: JOHNSON CONTROLS INC
H LRN D CONTACT: GARY HODSON
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 4011 INTERNATIONAL WAY #605
Telephone: 5411488-6002 MILWAUKIE, OR 97222
Fax. 541/488-5311
TELEPHONE: 541 227 5702
M2~'
DATE AGREEMENT PREPARED: 19 NOV 2015 FAK
3 Sulu ' 2-- V
BEGINNING DATE :56-NG`v i,~~ COMPLETION DATE: l"5-- 3
COMPENSATION. $ 6956.00 PER PROPOSAL ATTACHED AS EXHIBIT C.
GOODS AND SERVICES TO BE PROVIDED: Replace existing Carrier VVT Control System with new
METASYS DDC Control system in Operations Bldg at the Waste Water Treatment Plant.
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 rims 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-life 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, 2798.225, 2796.230, 2706.235, 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 b certified mail or in person.
f~ .Irons fnr r~nnrlc and SPn/ir!AR I Pqq than X25.000. Revised 06102/2015, Page 1 of 5
Jan. 11. 201 6 b; 57AM No. 4040 P. 4/11
c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of
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.
H. 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. _
Ili. 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 Certificatlon: 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, $1,000,00Q. =bl3.000 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-
-t! 0~,7I gsue than T,9_ rinn Pmvigsad t7fi1D MIS. Pane 2 of 5
Jan.11, 2016 6:57AM No-4040 P. 5/11
$200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage,
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.
Contractor: City of Ashland
B BY
gnature Departmen Head
IS r
Print Nam Print Name AOA A0 -7 -
Title Date
W-9 One copy of a W-9 is to be submitted with
the signed contract. Purchase Order No.
APP VED AS TO FORM 01 <3
Ash a d Ass ity 006"
t (h I U-5
MMCM
Jan. 11. 20 16 6; 58AM No, 4040 P. 6/11
EXHIBIT A
CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the
number shown on the attached w-9 form is its correot 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:
(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.
Cy
Contractor (Date)
LLAT
Jan, 11, 2016 6:58AM No. 4040 P. 7/11
CITY OF ASHLAND, OREGON
EXHIBIT B
City of Ashland
LIVING
WAGE
- per hour effective June 30, 2015
O(Increases annually every June 30 by the
M Consumer Price Index)
• • . • , portion of business of their 401K 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 $201142.20. include temporary or part-time
Ashland if the contract employees hired for less than
exceeds $28,142.2Q or more. > 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 an applicability of this
month if the employee spends policy, please see Ashland
50% 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:
Cell 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.ashiand.or.us.
Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all
employees. C I T Y OF
ASHLAND
i ear 4v%~k, 1z,)r, nnn Rovicarl f1RlC1 nprii r Pane 5 of 5
Jan. 11. 20 16 6:58AM No, 4040 P. 8/11
6 1 r
Johnson 00
Controls
Proposal
Bid Date/Time: September 22"', 2015
To: Dale Peters
Project: Waste Water Treatment
Location: Ashland
We are pleased to provide pricing for the above referenced project in accordance with the
standard terms and condition of sale attached to this document.
M+etasys
Johnson Controls and Metasys/DDC Control System E
Ys. &1, 1, 1 S • Turnkey system with hardware, submittals, installation, wiring, programming and functional
testing.
BACnet open architecture, all BLT listed devices
• BACnet and/or N2 open architecture
Utilizing plenum rated wiring at all locations permissible by code
12 Month Warranty
DDC CONTROLS Items NOT inckyded
o Cutting, patching and painting
o Fiber Optics or Fiber Optic Installation
o All wiring
* Permits and fees
DDC CONTROLS - CLARIFICATIONS AND EXCEPTIONS
* All low voltage controls will be in run in plenum rated wiring.
o All work will be performed during regular business hours.
o No travel for training of customer, including cost of course work, all training will be provided
at the customer site.
PRICE SUMMARY(
QTY TAGS DESCRIPTION PRICE
4 VMA Install New Controls with actuators $6,956.00
1 DPT Differential Pressure
2 Damper Actuators For bypass
1 Supervisory NCE capabilities to control up to 32
Controller more controllers and 33 onboard
points for interconnection to existing
system
I Lot Engineering, Programming,
Commissioning
I Lot Training 2 Hours
I Interface Web based
Johnson Controls Inc Proposal
4011 SE International Way #505 Page 1 CONFIDENTIAL
....aM ft"Y'VIVS arinta& 091231201s 7,46 AM
Johnson
Controls
TOTAL PURCHASE AMOUNT $6,956.00
1 Alt Add ADX trending Software No Blade $11,824.00
server or sequel server provided
Can be on Cities Blade Servers
1 Alt Add Ea Location E5011-115A 1-AH04 Fuse Kit 3-UO18- $1,025.00
0002 18 Inch Ropes CT
Enclosure,
Rope sizing and price based on
1000A anels
1 Alt ADD EA E20 not available till Sept October $875.00
Location after Sept.
Total
TERMS
All equipment is FOB Ito; y, Freight allowed. Contract Terms & Conditions per this proposal.
Payment Terms subject to credit approval. Taxes, Fees, Permits are NOT included.
Equipment warranty is from day of shipment.
This number is valid until November 4th, 2015
Submitted B
d 541-227-5702 c 541-210-1370
Gar Hodson Gary.G.Hodson@jci.com
Thank you for the opportunity to be of service.
Johnson Controls, Inc.
Building Efficiency
HVAC Sales
North America
CUSTOMER APPROVAL:
Total Price:
Customer Name:
Signature
Date:
* By signing this proposal, you agree to purchase the bill of material as described in this proposal
document, pursuant to the attached standard terms and conditions and for the Total Price
documented on the above line.
Johnson Controls Inc
Standard Terms and Conditions - U.S.A.
References to "products", "equipment" or "services" herein shall mean those to be furnished by Seller as identified on the applicable Seller Quotation
Johnson Controls Inc Proposal
4011 SE International Way #605 Page 2 CONFIDENTIAL
Milwaukie OR 97222 Printed: 09/2312015 7:46 AM
Jan. 11. 20 16 6 .59AM No. 4040 P. 10/11
Johnson As U,2,1~
Controls 5~~ i
(1) AGREEMENT AND LIMITATIONS. Buyer adepts these Standard Temps and Conditions by signing and all olaims, suits, actions or proceeds ('Claims') against such parities based upon
the Infringemaril or
and returning Seller's Quotation, by sorhding a purchase order in response to the Quotation, or Buyers alleged infringement, or violation or alleged violation, of (a) any United
Stales patent and (b) any copyright,
instructions to Seller to begin worts, Including shipment of product or performance of servicos. Upon Buyer's trademark, trade secret or other proprietary right of a third party
which Is enforceable In the United States, as
apc,eptance, Seller's Quotation and the related terms and conditions referred to in the Quotation shrill a result of Buyer's use OF the product or equipment within the United
States, nrevldad that: 0) Buyer gives
conslllute the entire agreement relating to the produols, equipment and services covered by the Quotation Seller prompt written notice of any such Claim, (ii) Buyer gives Seller
full authority to defend or settle any
(tile 'Agreernent'). No terms, conditions or warranties other than those Identified In the Quotation and no such Claim, and (hi) Buyer gives Seller proper and full information
and assistance, at Sellers expense
agreement or understanding, oral or written, to any way purporting to modify euch terms and conditions (except for Buyer's employees' riche) to defend or settle any such Claim
THE FOREGOING IS IN LIEU OF
-r44ar contained in Buyers purchase order or ehlppmg release forms, Of 815 erarshall be binding on ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing
belief unless hereafter made in writing and signed by Sellers authorized representative. Duyero-heiioby obligation of Seller does not apply with respect to products or equipment
or portions or components thereof
n❑biliod4€ 9eNes+srtxpnessfeJe~ewef-0ay trauns+ace„~1 1Fnr,allh.yi lpr>d arms rri6eACitIOA (a) not supplied by Seller, (b) made In whole or In part in accordance with
Buyer or owner specifications, (c)
t[rdM-etpw,te e „ by uy~~❑g~oIl s.t~uolaltoae_AleUhef Sallera Wege6ffiW9 k-af which are modified after shipment by Seller, if the alleged infringement related to sash
modification, (d)
abJ~{loa~o.any~errel} tuna r,ar , aQliver~f~he-pr4dtiete er serviearsirall~renellla►a~A agrt+wA y cornbirlad with other products, processes ❑r materials where the alleged
infnngemant relates to such
combination, (9) whale Buyer continues allegedly infringing actlvlly after being notified thereof and/or after
(2) TERMINATION OR MODIFICATION. If either party materially breaehse (his agreement, the other party being informed of modifications that would have avoided (he alleged infringement
without significant loss of
f nay notify, the breaching party in wddng, setting out the breach, and the breaching party will have 00 days performance or functionality, or (ry where Guyer's use of the product
or equipment Is InolderiL to an
following such notice to remedy the breach. If the breaching party fails to remedy the breach during that mfriagemanl not resulting prlmarlly from the product or equipment; Buyer
will Indemnify Seller and its officers,
period, thB other party may by written notice terminate the Agreement. These Standard Terms and directors, agents, and employees from all damages, aettiemsnts, attorneys' fees
and expenses related to a
Conditions may be modified or rescinded only by a writing signed by authorized representahves of both claim of Infringemenl, misepproprtatio 1, defamation, violation of rights
of publicity or privacy excluded from
Seller and Buyer, Arx:ap(ed orders may by cancelled or modified by Buyer only with Seller's express Seller's indemnity obligaton herein-
wrillan cornsoill- if Canr:elfa8on or modification Is allowed, Buyer agrees (o pay to beller all e):penaes
Incurred and damage sustained by Seller on account of su,h cancellation or modiU alion, plus a 0) GOVERNING LAW. The formaliDn and performance of the Agreement shell be governed
by the taws of the $late
raasunableprofit. cam(-~,, =s/~1~{G+•x ofvY;,consin.U.S.A,AnyactionforbreachoflhaAgrearnentoranycovenantorwarrantymustbacanintricedwllh[n
(3) PRICE, SHIPMENT, AND PAYMENT. Pnoes on acce orders are firm for a (or f- of 90 days from one year anerthe caufteof acton has accrued unless such provision fs not permitted
by applicable law
dale of acceptance. Price and dellvery Is F.O.B. p~ nrtfeelure, unless otherwise providrd. Unless
otherwise agreed to in writing by Seiler, all payments aro due net lhlrty (30) days from the date of invoice. (10) DISPUTE RESOLUTION. Seller shall have the sole and exclusive
right to delermine whether any dispute,
Seller rnay, at Its sale option, have the Ohl to make any delivery undfar this Agreement payable ❑n a cash conhnversy or claim arising out of or relating to the Agreement, or
the breach thereof, shall be subrnlhed to a
or payment guarantee before-shipment basis, In the case of export soles, unless otherwise agreed to in court of law or arbitrated, The venire for any such arbitration shall be
in Mlwmkee, Wsconain. The arbitrators
writing by Seller, all paymente are to be made by means of a confirmed irrevocable latter cf 00(11. award may be confirmed and reduced to Judgment in any coud of eorrlpetenl (urlactellon.
1n the event the mailer is
(4) TAXES. All prices exdludo stale and local use, asses or sirnilar Mixes, Such laxec, if applicable, will appear as submitted to a cou d, Seller and Buyer hereby agree to waive
Iheir nght la trial by jury and covenant that neither of
separate hems on the invoice unless gayer provides a tax exemption certmcate Thal 19 acceptable to bang them will request Wal by jury In any such litigation.
euth❑rilies. (11) SOFTWARE LICENSE. To the extent soHwsre is provided by Seller under the Agreement, Buyer
(6) DELIVERY- The delivery dale(s) provided by Seller for the produot and equipment is only an estimate agrees that such software may only be used In accordance with the terms
and conditions of the sollware
and is based upon prompt receipt of all neceeeary information from Boyar. The delivery dale(s) is subject to license agreement (hat accompsnies the Software, Buyer agrees not
to directly or Indirectly decomplle,
and shall be extended by delays caused by strikes, flies, accidents, shortages of labor or malorials, disassamble, reverse engineer or otherwise derive the source code for the
software, If Buyer is a U S.
embargoes, or delays In Iran sportallon, compliance with government agency or official requests, or any Government agency, Buyer acknowledges that the software licensed under
the Agreement is a commercial
other similar or dissimilar cause beyond the reasonable control of ;feller. FAILURE TO DELIVER WITHIN Item that has been developed at privatd expense and not under a Government
can4&L The Government's
THE TIME ESTIMATED SHALL Nt BE A MATERIAL BREACH OF CONTRACT ON SELLER'S PART If rights relaling to the soltware are limited to lhosa rights appficable to Buyers as set forth
herein and is
Buyer causes Seller to delay shipment or completion of the product or equipment, Seller shall be entitled to binding ❑n Government users In accordance with Federal Acquisition
Regulation 48 C.F.R- Section 12.212
any and all extra cost arid expenses resulting froth such doiay. for rion-defense agencles and/or Defense FAR Supplement 48 C.F,R, Section 227.7202-1 for derense
agencies-
(6) LIMITED WARRANTY- Seller warrants that the product and equipment furnished by Seller under me
Agreement will be of good quality and that tha services provided by Seller will be provided In a good and (11) MISCELLEANEOUS
workmanWe manner If Seller installs or furnishes product or equipment under the Agreement, and such (a) CHANGES OE CONSTRUCTION AND DESIGN. Seller reserves the right to change
or
product or equipment, or any pert thereof. Is covered by a manufacturer's warranty, Seller will transfer 1119 fevlso The construction and design of the products or equipment
purchased by Buyer, without itablilly or
benefits of Mat manufaclurers warranty to Buyer. This Ilml led warranty does not cover fall urea caused in obligation to incorporate such changes to products or equipment ordered
by Buyer unless specifically agreed
whole or in part by (t) improper Installation or mauhlenance performed by anyone other than Seller, (Ii) upon In wrilrng reasonably In advance of the delivery dale for such products
or equipment. Buyer agrees to
Improper use or application, (iii) corrosion; (iv) normal deterioration; (v) operation beyond rated capacity, bear the expense of meeting any changes or modifications in local
code roquirernents which become
(vi) tha use of replacement parts or Iubrioanls which do not meet or exceed Saller`3 specifications, or (vii) if 00clive after Seller has accepted Buyer's order.
Seller's serial numbers or warranty dale decals have been removed or altered. To qualify for warranty (b) CHARACTER OF PRODUCT AND SECURITY INTEREST: The goods delivered by
Seller
considerailon for products or equipment, at the earlier of lho Buyer's discovery of the defect or the line at under the terms of the Agreemenl shall remain personal property
and retain its character as such no matter
wPlch the Buyer should have discovered the defect, Buyer must Immediately notify Seller in writing for In what manner affixed or attached to any structure or properly, Buyer
grants Salley a SabMily Inlerestln Bald
instructions on warranty procedures. Sellers sole obligation for defective services shall be to repair or to goods, any replacement pa& and any proceeds thereof until all ours
due seller have been paid to It In
replace defective parls or to properly redo defective services. All replaced equipment becomes Sellers cash This seouffly Interest shall secure all indebtedness or obligations
of whatsoever nature now or
properly. THIS WARRANTY IS EXCLUSIVE AND IS PROVIDED IN LIEU OF ALL OTHER EXPRESS hereafter owing Buyer to Seller, Buyer shall pay all expenses of any nature whatsoever Incurred
by Seller In
OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF connection with said security interest.
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY (c) INSURANCE, Buyer agrees to Insure the goods delivered under the Agreement Ill an
DISCLAIMED. amount at toast equal to the purchase price against l❑ss,or damage from fire, wind, water or other causes,
The Insurance pohcles are to be made payable to Seller and Buyer in accordance with their respective
(7) INDEMNIFICATION, REMEDIES AND LIMITATIONS OF LIABILITY. In addition to Paragraph 6 below Interests, and when issued are la be delivered to Seller and held by it Failure
to lance out and rnalfilaiii such
regarding patents, Buyer agrees that Seller shall be respomlhle only for such injury, loss, of damage caused by irhsuranee shall enfille Seller to declare the entire purchase
price to be Immediately due and payable and
rite Intentlonal misconduct or the negligent act ❑r omission of Seiler. In the avant Buyer claims Seller has shall also entitle Seller to recover possession afraid goods.
breached any of Its otAgaiions, whether of warranty or otherwise, Seller may request the return of ale goods and (d) INSTALLATION: If installaton by the Seller is included
within the Sellers Quotation, Buyer
tender to Buyer 11th purchase price theretofore pall by Buyer, and in such event, Seller shall have no further shall provide all of the following at its own expense and aI all
times pertinent to IhB installation: T) free, dry,
obligation under the Agreement except to refund such purchase price upon redelivery, of file goods, If Seller so and reasonable access to Buyer's premises, and il) proper foundations,
lighting, power, water and storage
requests the relurn of the goods, the goods shall be redelivered to Seller in accordance with Sellars Instructions and facilitiRS reasonably required,
at Seller's expertise, The remedies contained in these Standard Teens and Conditions shell constitute me site (a) COMPLIANCE WITH LAWS: Seller's obligations are subject io
the export adinlnlsGratlon and
recourse of Buyer against Seller for breach of any of Sellers obligations under Ills Agreement, whether of wanenty control laws and regulations of the United Slates, guyef shat
conlpfy fully with such laws and regdlallan in the export,
chi olfierme, In no event shall Seller be liable for special, Indirect, Incidental, or consequential damagee, resale ordispodlon of purchased prod Pots or equipment Ouolallons
or proposals made, and any orders accepted
including loss of anticipated profd, or other economic toss, or for any damages arlsing in tort, whether by by Setter Fran a Buyer outsiaa tine United Slates are with the understanding
that the ulllnmte desdnatlon of the
reason of strict liability, negligence, or olheiwAse,regardleas of whether Seller has been apprised of the produclsoreglripmanlis the country lndeated mereia. Diversion OF the
prod ucla or equipment to any other
poosibillty of such. du stlnallon contray to the United Sister. is prohiblled. AccordIngly, if the foregoing understanding is uk;❑rreel, or if
(B) PATENTS. Seller shall Indennmlfy, defend, or at its opllon settle, and hold Buyer and its directora, offcere, Buyer Intends to divert the pmduclts or equipment to arty of
herde:,Gnallon, Buyerehafl Immediately Inform Sellarof the
employees, agents, subsidierles, argllales, eubconlractors and assignees, harmless from and agalnsl any correct ultimata destlriation,
Johnson Controls ibis Proposal
4011 SE International Way #605 page 3 CONFIDENTIAL
Printed: 0912312015 7:45 AM
Page 1 / 1
CITY OF
ASHLAND DATE PO NUMBER
20 E MAIN ST. 3/9/2016 13414
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 007197 SHIP TO: Ashland Building Maintenance
JOHNSON CONTROLS, INC. (541) 488-5358
PO BOX 730068 90 N MOUNTAIN AVENUE
DALLAS, TX 75373-0068 ASHLAND, OR 97520
FOB Point: Ashland, Oregon Req. No.:
Terms: Net 30 days Dept.:
Req. Del. Date: Contact: Wes Hoadlev
Special Inst: Confirming? No
Quantity Unit Description Unit Price Ext. Price
Replace existing Carrier VVT Control 6,956.00
System with METASYS DDC Control System,
Location: Operations building at
Wastewater Treatement Plant
Contract for Goods and Services
Beqinninq date: March 3, 2016
Completion date: Mav 31, 2016
SUBTOTAL 6,956.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 6,956.00
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 675.08.19.00.60240 E 000074.999 6,956.00
Authori Signature VENDOR COPY
~vt CITY OF
ASHLAND
REQUISITION Date of request: 18 NOV 2015
Required date for delivery:
Vendor Name 3(HNSpnl r.nNTRni s iw
Address, City, State, Zip 4011 SE INTERNATIONAL WAY #605
Contact Name & Telephone Number
Fax Number MILWAUKIE OR 97222
,941227 5702 CELL 941210 1370 GARY HODSON
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 ❑ Reg uest for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ VerbalMritten 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
) 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
Date original contract approved by Council:
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached
❑ (3) Written proposalsiwritten solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
f~42R 1wC, F- f_=~ le-ri1- 4. (24AR-a ~ eR_ vvT
t. T t-► N u~ (vte`"r s4 S 'a'te C C cSw~zo 1 S y om
$ 6956.00
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
TOTAL COST
❑ Per attached quotelproposal $
Project Number _ 000074.999 Account Number ~S-. t Go Op
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 signing this requisitio eed'f that the City's public contracting requirements have been satisfied.
Employee: Department Head:
(Equal to or greeter than $5 000)
Department Manager/Supervisor: City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year.- r YES / NO Finance Director- (Equal to orgrea an $5,000) Date .
Comments:
Form #3 - Requisition