Loading...
HomeMy WebLinkAbout2016-155 Contract - Andritz Separation Contract for Re airs to WWTP Centrifuge i CITY OF CONTRACTOR: Andritz Separation -AS H LAND CONTACT: Mr. Steve Torres 20 East Main Street Ashland, Oregon 97520 ADDRESS: 13880 Catalina St., San Leandro, CA 94577 Telephone: 541/488-6002 { Fax: 541/468-5311 TELEPHONE: 510- 614-1717 w a DATE AGREEMENT PREPARED: May 27, 2016 FAX: 510-614-1710 BEGINNING DATE: May 27, 2016 COMPLETION DATE: Jul 15, 2016 ° COMPENSATION: $65,068.00 - Per Quote 20361147 attached as Exhibit C. I GOODS AND SERVICES TO BE PROVIDED: Repair WWTP centrifuge per Quote attached as Exhibit C. i ADDITIONAL TERMS: 6-xh-kl L' l hull s~ t:r~ 1 ~ ycc.r :.i rctr iw e,Ye -li~eevenE a efes-aRaeng~#e~een#s et-doc ++~eeisrtl~s-Gi~r~d-6srakact-f 68eds-ate-Sere' tiFnwy-arid•Mke preaedon r-aad-any-exhibI16 OF nGiltary-contracts-or-agreements having-redundant-oF6entreFy-provisions-wilt-be-subordinate-to-end-Interpreted-in a F~asuse~ibai-wil4 ae4cr+n(ilct wilt,-tha-ssi rime it a~As#~las~d-Contract: NOW THEREFORE, pursuant to AMC 2.50.090 and after c sideration 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 i 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 iequired to be registered, ' e e. 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. 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, 2798.230, 2798.235, 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 poslthe 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 01 iniurv to any person (including injury resulting_ in death), or,damage (including loss or destruction) to "property, of h t P y whatsoever nature arising out of or incident to-114e -at Shia go t by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to pei'Tofcxt„work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, s tions, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 4 neA)t'26/ell a ep 9. Termination: C:olI%U'r) Irv 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 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 count or other sources is not obtained and continued at levels Contract for Repairs to WWTP Centrifuge, Page 1 of 5 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 d. For Default or Breach. L 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 s 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 licens 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 g 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; to t; 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 fellawinrinsurance: "t r.~*a ~d a''~ /a ' I -a. -,-Worker's-Compensetion-insurance in compliance-with-OR-S--656 fl9-7 wwhich-requires-subject-employers-to I ,prGwde-Dr-egen-wor-kern' oempensafien eeverege4e"H-#4iek- *eet-wepkers b: General-Liability insurance with a combined-single limit, or-.themequivatent,-of-not less-fhanZ-Ater-or e: X1,000;000; ,$2-.000 000,or-NotApplieablefor-each oocur~ence-#or-Bodily-4njuryand44opsAy-Omrage. e. - ---Automobile-Liability insur-ance--with-"embined-single-limit; eF-the-equivalent; ef-noNess44an-Eater-eAe: $200;000 $ OO-,O0 ,-1;004;000;-orNofiAtpplicabte~foreach-accidentloT-Bod~ylnjuiy-and RiapertyDanrag , iASludi~ag-eeveFege-fer-owned;-fiiFed-er-non-awned vefiieles; -afs plieable~ i 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. Contract for Repairs to WWTP Centrifuge, Page 2 of 5 e. Additional Insured/Certificates of Insurance. Contractor shall now The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Workers' j Compensation insurance, 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 I 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 I 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. ! Contra City ( Ashland By By ' z Signature o Department Head i Er c, c- r )4 Print Name Print Name Title Date W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. 1 ^yy ROVE 0 FORM To ARM Ashland City Attofney sd st. ty Date,. Do Contract for Repairs to WWTP Centrifuge, Page 3 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: (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. s Contractor (Date) x Contract for Repairs to WVVT-P Centrifuge, Page 4 of 5 i f CITY OF ASHLAND, OREGON EXHIBIT B City of Ashland LIVIN-_G WAGE 3=per hour effective June 30, 2015 (Increases annually every June 30 by the 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 $20,142.24. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,142.20 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 on 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: 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. 3 Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Repairs to WWTP Centrifuge, Page 5 of 5 AMMTL Separation QUOTATION Customer: 127936 Supplier: Andritz Separation Inc. City of Ashland City Hall Contact: Mr Steve Torres 20 E. Main St. Phone: Ashland OR 97520 Fax: E-mail: Contact: Fax: Date: 04/2112016 Copy to: Your inquiry: Sales Responsible: BAINES, CHARLES Our quote no: 20361147 Ladies and Gentlemen, We thank you for your inquiry and are pleased to quote as follows: 1. Scope of supply SR9962 Budgetary Work Scope Andritz D5LL Rotating Assembly Disassembly and Inspection - Dismantle gearbox and rotating assembly complete - Clean and blast all parts as required - Inspect critical fits and document findings - Liquid dye pen as required - Photograph damaged areas for review Budgetary Scope of Repair - Replace all RA bearings, seals and 0-rings - Replace bowl and scroll feed and discharge ports - Replace all gearbox bearings, seals and 0-rings - Replace gearbox rollers, pins, bushings and eccentric - Install trunnions and verify T.I.R, adjust if necessary. Balance scroll, add or remove weight as needed. Balance bowl, add or remove weight as needed. Assemble head walls with new parts. - Assemble gearbox and purge grease. - Install scroll into the bowl - Install head walls on bowl Page 1 of 3 Remit to: Wire insimclions: ANDRITZ Separatkn inc AlRITZ separation Inc. Nordea Bank Finland PLC 138$#3 Cara SI. Dopc 0312 Now York Branch San Leandro. California 94577 USA P.O. Box 120312 8WIF'T: NDEAUS3N Toi : +1 (610) 614-1717 Dallas. TX 75312-0312 USA Accounl: 8878433001 Fox: +1 (610 614.1710 F+.deral TaK ID Number. 59-3773483 ABA: 026010786 AWMTL Separation Our quote no: 20361147 - Prep for shipping Additional Repair Scope after Inspection - Remove conveyor bad tiles in mid and conical sections Weld new tiles in place - 280 tiles total Repair LE pillow block bearing housing fit Repair spline hub sealing surface Repair thrust bearing housing fit Repair gearbox housing bearing fits Item Product ID No. S/W* Quantity Unit Unit Price Amount 10 REPAIR ANDRITZ D5LL 300633820 1 PC 38,638.00 38,638.00 RA CITY OF ASHLAND 20 LABOR - INSPECTION AND 100031960 1 EA 22,440.00 22,440.00 PRODUCTION 30 SHIPPING ESTIMATED - 129999900 1 PC 3,990.00 3,990.00 ROUND TRIP Total Amount USD 65,068.00 S = Spare Parts, W = Wear Parts Terms and Conditions 2. Delivery Time: after receipt of order and any clarifications. i 3. Terms of delivery: Our terms of delivery are FCA Origin Prepaid & Add, according to INCOTERMS 2010. 4. Terms of Payment: Within 30 days Due net (1 % default interest per month for delayed payment). 5. Validity of quotation: This quotation is valid to 05/21/2016. Page 2 of 3 Remit to: Wire Instructions: ANDRITZ SeparBNOn Ina ANDRITZ SeparaNon Inc. Nordea Bank Finland PLC 13880 Cata#Inat St. Oepl: 0312 New York Brandi San Leandro, California 94577 USA P.D. Box 120312 SWIFT: NDEAUS3N Tel : *1 510 614-1717 Dallas, TX 75312.0312 USA Account $879433001 Fax: +1 (510; 614-1710 Federal Tax ID Number: 59-3773483 ABA: 026010786 AW)MTL Separation Our quote no: 20361147 Other Terms: 6. See Attached Terms & Conditions. Please do not hesitate to contact us if you require further information. Yours sincerely Andritz Separation Inc. Page 3 of 3 Remit to: Wire Insin coons: ANDRITX Separatiarr Inc. ANDRITZ Separadw Ins. Nordes Bank Firdand PLC t3690 Catalina St. Dept; 0312 New York Branch Son Leandro, Cellomin 44577 USA P.O. Box 124312 SWIFT: NDEAUM Tel. +1 (510) 614-1717 Dimas, TX 753120312 USA Acxa ai- 9879433001 Fax: +1 (610) 614-1710 Federal Tax 10 Number: 59.3773483 ABA: 026010768 AWMTL ENVIRONMENT AND PROCESS TECHNOLOGIES TERMS AND CONDITIONS OF SALE AND/OR SERVICE 1. TERMS APPLICABLE (c) Seller further warrants to Buyer that at delivery, the Products manufactured by it will be This quotation or acknowledgement and Seller's sale of Products and /or provision of Services free of any liens or encumbrances. If there are any such liens or encumbrances, Seller will described in Buyer's purchase order issued in whole or in part in response to this quotation or cause them to be discharged promptly after notification from Buyer of their existence. in response to which this acknowledgement is issued are expressly limited to and expressly (d) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE made conditional on, Buyer's acceptance of the Terms and Conditions of Sale and/or Service ONLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES, WHETHER listed below, which are the exclusive terms and conditions upon which Andritz Separation Inc. STATUTORY, ORAL, EXPRESS OR IMPLIED. IN PARTICULAR, THERE ARE NO IMPLIED or the applicable Andritz entity supplying the same ('Seller") will accept a purchase order for WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. the sale of new, used and refurbished products, equipment, parts and/or the provision of (e) The remedies provided in Paragraphs 3(a), 3(b) and 3(c) are Buyer's exclusive remedy services ('Products' and 'Services"). These Terms and Conditions of Sale and/or Service for breach of warranty. control, supersede and replace any and all other additional and/or different terms and (f) With respect to any Product or part thereof not manufactured by Seiler, Seller shall pass conditions of Buyer, and Seller hereby objects to and rejects all such terms and conditions of on to Buyer only those warranties made to Seller by the manufacturer of such Product or part Buyer without further notification, except to the extent Seller expressly agrees to such which are capable of being so passed on. conditions in writing. Seller's commencement of work under the Purchase Order or Buyer's 4. LIMITATION OF LIABILITY acceptance of delivery of or payment for any Products or Services covered by this Agreement, Notwithstanding any other provision in this Agreement, the following limitations of liability shall in whole or in part, shall be deemed Buyer's agreement to the foregoing. The term 'this apply: Agreement" as used herein means this quotation or acknowledgment or Buyer's purchase (a) In no event, whether based on contract, tort (Including negligence), strict liability or order, together with any attachment thereto, any documents expressly incorporated by otherwise, shall Seller, its officers, directors, employees, subcontractors, suppliers or affiliated reference (but excluding any Buyer terms and conditions attached thereto or incorporated companies be liable for loss of profits, revenue or business opportunity, loss by reason of therein by reference), and these Terms and Conditions of Sale and/or Service, shutdown of facilities or inability to operate any facility at full capacity, or cost of obtaining other 2. DELIVERY OR PERFORMANCE means for performing the functions performed by the Products, loss of future contracts, claims Delivery or performance dates are good faith estimates and do not mean that 'Ume is of the of customers, cost of money or loss of use of capital, in each case whether or not foreseeable, essence.' Buyer's failure to promptly make advance or interim payments, supply technical or for any indirect, special, incidental or consequential damages of any nature resulting from, information, drawings and approvals will result in a commensurate delay in delivery or arising out of or connected with the Products, Services, or this Agreement or from the performance. Installation of any Product shall not be Seller's responsibility unless specifically performance or breach hereof. provided for in this Agreement Upon and after delivery, risk of loss or damage to the Products (b) The aggregate liability of Seller, Its officers, directors, employees, subcontractors, shall be Buyer's. Delivery of the Products hereunder will be made on the terms agreed to by suppliers or affiliated companies, for all claims of any kind for any loss, damage, or expense the parties as set forth in this Agreement, according to iNCOTERMS 2010. resulting from,- arising out of or connected with the Products, Services or this Agreement or 3. WARRANTY from the performance or breach hereof, together with the cost of performing make good (a) Products Warranty. obligations to pass performance tests, if applicable, shall In no event exceed the contract price. (1) New Equipment Warranty. In the case of the purchase of new equipment the Seller (c) The limitations and exclusions of liability set forth in this Paragraph 4 shall take warrants to Buyer (hat the new equipment manufactured by It will be delivered free from precedence over any other provision of this Agreement and shall apply whether the claim of defects In material and workmanship. This warranty shall commence upon delivery of the new liability is based on contract, warranty, tort (including negligence), strict Ilability, indemnity, or equipment to Buyer and shall expire on the earlier to occur of 12 months from otherwise. The remedies provided In this Agreement are Buyer's exclusive remedies. inltial operation of the new equipment and 18 months from delivery thereof (the (d) All liability of Seller, Its officers, directors, employees, subcontractors, suppliers or "Warranty Period'). affiliated companies, resulting from, arising out of or connected with the Products, Services or (11) Parts and Used or Reconditioned Machinery or Equipment Warranty. In the case of this Agreement or from the performance or breach hereof shall terminate on the third parts or used or reconditioned machinery or equipment, and unless otherwise indicated. Seller anniversary o1` the date of this Agreement. warrants to Buyer that the parts or the used or reconditioned machinery or equipment (e) In no event shall Seller be liable for any loss or damage whatsoever arising from Its manufactured by it wlll be delivered free from defects in material and workmanship. This failure to discover or repair latent defects or defects inherent in the design of goods serviced warranty shall commence upon delivery of the parts or the used or recondltioned machinery or (unless such discovery or repair is normally discoverable by tests expressly specified in the equipment to the buyer and shall expire 6 months from delivery thereof (the 'Warranty scope of work under this Agreement) or caused by the use of goods by the Buyer against the Period"), advice of Seller. It Seller furnishes Buyer with advice or assistance concerning any products or (Iii) If during the Warranty Period Buyer discovers a defect in material or workmanship of a systems that is not required pursuant to this Agreement, the furnishing of such advice or Product and gives Seller written notice thereof within 10 days of such discovery, Seller will, at assistance will not subject Seller to any liability whether in contract, indemnity, warranty, tort its option, either deliver to Buyer, on the same terms as the original delivery was made, (including negligence), strict liability or otherwise. according to INCOTERMS 2010, a replacement part or repair the defect in place. Any repair or 5. CHANGES, DELETIONS AND EXTRA WORK, replacement part famished pursuant to this warranty are warranted against defects in material Seller will not make changes in the Products unless Buyer and Seller have executed a written and workmanship for one period of 12 months from completion of such repair or replacement, Change Order for such change. Buyer, without invalidating this Agreement, may make with no further extension. Seller will have no warranty obligations for the Products under this changes by altering, adding to or deducting from the general scope of the Services by written Paragraph 3(a): (i) if the Products have not been stored, installed, operated and maintained In Change Order. Any such Change Order will include an appropriate adjustment to the contract accordance with generally approved industry practice and with Sellers specific written price and delivery schedule. If the change impairs Seller's ability to satisfy any of its obligations instructions; (ii) if the Products are used in connection with any mixture or substance or to Buyer, the Change Order will Include appropriate modifications to this Agreement. Seller operating condition other than that for which they were designed; (iii) if Buyer fails to give shall be entitled to a Change Order adjusting the contract price, delivery schedule and/or any Seller such written 10 day notice; (iv) if the Products are repaired by someone other than affected obligations of Seller if after the date of this Agreement a change In applicable law Seller or have been intentionally or accidentally damaged; (v) for corrosion, erosion, ordinary should require a change in the Products or Services or In the event and to the extent that an wear and tear or in respect of any parts which by their nature are exposed to severe wear and act or omission of Buyer, or any error or change in Buyer-provided Information, affects the tear or are considered expendable; or (vi) for expenses incurred for work in connection with the Seller's performance hereunder. removal of the detective articles and reinstallation following repair or replacement. 6. TAXES (b) Services Warranty. Seller warrants to Buyer that the Services performed will be free Seiler's prices do not include any sales, use, excise or other taxes. In addition to the price from defects in workmanship and will conform to any mutually agreed upon specifications. If specified herein, the amount of any present or future sales, use, excise or other tax applicable any failure to meet this warranty appears within 12 months from the date of completion of the to the sale or use of the Products or Services shall be billed to and paid by Buyer unless Buyer Services, on the condition that Seller be promptly notified in writing thereof, Seller as its sole provides to Seller a tax-exemption certificate acceptable to the relevant taxing authorities. obligation for breach of this warranty will correct the failure by re-performing any defective 7. SECURITY INTEREST portion of the Services furnished. Seller does not warrant the accuracy of, or performance Seller shall retain a purchase money security interest and Buyer hereby grants Seiler a Ilan results of, any conclusions or recommendations provided, nor that any desired objective will upon and security interest in the Products until all payments hereunder have been made In full. result from the Service provided and Seiler shall not be liable for any loss of use or any Buyer acknowledges that Seiler may file a financing statement or comparable document as production losses whatsoever, required by applicable law and may take all other action it deems reasonably necessary to Anddiz Terms and Co"llons - Equip endor Service (January 2018) perfect and maintain such security interest in Seller and to protect Seller's interest in the (e) This warranty set forth in subparagraph (c) above shall only apply when: (1) the Products. Software is not modified by anyone other than Seller or its agents authorized in writing; (2) 8. SET OFF there is no modification In the Products in which the Software is installed by anyone other than Neither Buyer nor any of its affiliates shall have any right to set off claims against Seller or any Seller or its agents authorized in writing; (3) the Products are in good operating order and of its affiliates for amounts owed under this Agreement or otherwise. Installed in a suitable operating environment; (4) the nonconformity is not caused by Buyer or a 9. PATENTS third party; (5) Buyer promptly notifies Seller in writing, within the period of time set forth in Unless the Products or any part thereof are designed to Buyer's specifications and provided subparagraph (c) above, of the nonconformity; and (6) all fees for the Software due to Seller the Product or any part thereof is not used in any manner other than as specified or approved have been timely paid. SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, by Seller in writing, (1) Seller shall defend against claims made in a suit or proceeding brought EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT against Buyer by an unaffiliated third party that any Product infringes a device claim of a LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A United States or Canadian patent Issued as of the effective date of this Agreement and limited PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE. to the field of the specific Products provided under this Agreement; provided Seller is notified (f) Buyer and Its successors are limited to the remedies specified In this Paragraph 10, promptly In writing and given the necessary authority, information and assistance for the (g) Any subsequent modlficallons or enhancements to the Software made by Seller are, at defense of such claims; (ii) Seller shall satisfy any judgment (after all appeals) for damages Seller's option, subject to a fee. entered against Buyer on such claims so long as such damages are not attributable to willful 11. SITE RISKS conduct or sanctioned litigation conduct; and (iii) if such judgment enjoins Buyer from using (a) Concealed Conditions. The parties acknowledge and agree that increased costs or any Product or a part thereof, then Seller will, at its option: (a) obtain for Buyer the right to schedule extensions due to any concealed conditions at the job site shall be to Buyer's continue using such Product or part; (b) eliminate the infringement by replacing or modifying all account, Buyer shall hold Seller harmless for increased costs and grant any necessary or part of the Products; or (c) take back such Product or part and refund to Buyer all payments schedule extensions if any concealed or hazardous conditions are found, on the purchase price that Seller has received for such Product or part. The foregoing states (b) Environmental Retrrediation. Buyer acknowledges that Seller is not an expert in Seller's entire liability for patent infringement by any Product or part thereof. environmental remediation and shall not be directed by change order or otherwise to perform 10. SOFTWARE LICENSE, WARRANTY, FEES any environmental remediation as part of the Services, including but not limited to asbestos The following Software Terms and Conditions apply to any embedded or separately packaged and lead paint removal. If any environmental remediation becomes necessary, Buyer will software produced by Seller and furnished by Seller hereunder: contract directly with a qualified third party to perform such work. (a) Seller hereby grants to Buyer a non-exclusive, non-transferable, non-sub-licensable 12. TERMINATION license to the Software, and any modifications made by Seller thereto only in connection with (a) Buyer may terminate this Agreement upon breach by Seller of a material obligation configuration of the Products and operating system for which the Software is ordered hereunder and Sellers failure to cure, or to commence a cure of, such breach within a hereunder, and for the end-use purpose stated In the related Seller operating documentation, reasonable period of time (but not less than 30 days) following written receipt of notice of the Buyer agrees that neither it nor any third party shall modify, reverse engineer, decomplle or same from Buyer, reproduce the Software, except Buyer may create a single copy for backup or archival (b) Buyer may only terminate this Agreement for Buyer's convenience upon written notice to purposes in accordance with the related Seller operating documentation (the 'Copy"). Buyer's Seller and upon payment to Seiler of Seller's termination charges, which shall be specified to license to use the Software and the Copy of such Software shall terminate upon any breach of Buyer and shall take Into account among other things expenses (direct and indirect) incurred this Agreement by Buyer. All copies of the Software, including the Copy, are the property of and commitments already made by Seller and an appropriate profit; provided, that in no event Seller, and all copies for which the license is terminated shall be returned to Seller with written shall Seller's termination charges be less than 25% of the contract price. confirmation after termination. (c) Seller shall have the right to suspend andfor terminate Its obligations under this Agreement (b) Seller warrants Ihat, on the date of shipment of the Software or the Products containing if payment is not received within 30 days of due date. In the event of the bankruptcy or the Software to Buyer. (1) the Software media contain a We and correct copy of the Software Insolvency of Buyer or in the event of any bankruptcy or insolvency proceeding brought by or and are free from material defects; (2) Seller has the right to grant the license hereunder; and against Buyer, Seller shall be entitled to terminate any order outstanding at any time during the (3) the Software will function substantially In accordance with the related Seller operating period allowed for filing claims against the estate and shall receive reimbursement for its documentation, cancellation charges. (c) If within 12 months from the date of delivery of the Software or Products containing the 13. CONFIDENTIALITY Software, Buyer discovers that the Software Is not as warranted above and notifies Seller in Buyer acknowledges that the information that Seller submits to Buyer in connection with this wdting prior to the end of such 12 month period, and if Seller determines that it cannot or will Agreement and the performance hereof includes Seller's confidential and proprietary not correct the nonconformity, Buyer's and Buyer's Seiler-authorized transferee's exclusive information, both of a technical and commercial nature. Buyer agrees not to disclose such remedies, at Setter's option, are: (1) replacement of the nonconforming Software; or (2) information to third parties without Seller's prior written consent. Seller grants to Buyer a non- termination of this license and a refund of a pro rata share of the contract price or license fee exclusive, royalty-free, perpetual, non-transferrable license to use Sellerrs confidential and paid. proprietary information for the purpose of the Installation, operation, maintenance and repair of (d) If any infringement claims are made against Buyer arising out of Buyer's use of the the Products that are the subject hereof only. Buyer further agrees not to, and not to permit Software in a manner specified by Seller, Seller shall: (i) defend against any claim In a suit or any Ihi,d party to, analyze, measure the properties of, or otherwise reverse engineer the proceeding brought by an unaffiliated third party against Buyer that the Software violates a Products, fabricate the Products or any parts thereof from Seller's drawings or to use the registered copyright or a confidentiality agreement to which Seller was a party, provided that drawings other than In connection with this Agreement. Buyer will defend and indemnify Seller Seller Is notified promptly In writing and given the necessary authority, information and from any daim, suit or liability based on personal injury (including death) or property damage assistance for the defense and settlement of such claims (including the sole authority to select related to any Product or part thereof which is fabricated by a third party without Seller's prior counsel and remove the Software or stop accused infringing usage); (i)) Seller sha)1 satisfy a written consent and from and against related costs, charges and expenses (including final judgment (after all appeals) for damages entered against Buyer for such claims, so long attorneys' fees). All copies of Seller's confidential and proprietary Information shall remain as such damages are not attributable to willful conduct or sanctioned litigation conduct; and (iii) Seller's property and may be reclaimed by Seller at any time in the event Buyer is in breach of if such judgment enjoins Buyer from using the Software, Seller may at its option: (a) obtain for its obligations under this Paragraph 13. Buyer the right to continue using such Software; (b) eliminate the infringement by replacing or 14. END USER modifying the Software, or (c) take back such Software and refund to Buyer all payments on if Buyer Is not the end user of the Products sold hereunder (the "End User'), then Buyer will the purchase price that Seller has received. However, Seller's obligations under this use its best efforts to obtain the End User's written consent to be bound to Seller by the Paragraph 10 shall not apply to the extent that the claim or adverse final judgment relates lo: provisions hereof. If Buyer does not obtain such End User's consent, Buyer shall defend and (1) Buyer's running of the Software after being notified to discontinue; (2) non-Seller software, indemnify Seller and Seller's agents, employees, subcontractors and suppliers from any products, data or processes; (3) Buyer's alteration of the Software; (4) Buyer's distribution of action, liability, cost, loss, or expense for which Seller would not have been liable or from which the Software to, or its use for the benefit of, any third party; or (5) Buyer's acquisition of Seller would have been indemnified if Buyer had obtained such End User's consent, confidential information (a) through improper means; (b) under circumstances giving rise to a 15. FORCE MAJEURE duty to maintain its secrecy or limit Its use; or (c) from a third party who owed to the party (a) For Moigre Defined. For the purpose of this Agreement `Force Majeure' will mean all _ce asserting the claim a duty to maintain the secrecy or limit the use of the confidential events, whether or not foreseeable, beyond the reasonable control of either party which affect information. Buyer will reimburse Seller for any costs or damages that result from actions 1 to the performance of this Agreement, Including, without limitation, acts of God, acts or advisories 5. In Seller's discretion and at Seller's own expense, with regard to any actual or perceived of governmental or quasl-govemmental authorities, laws or regulations, strikes, lockouts or infringement claim related to the Software, Seller may: (1) procure the right to use the Software, other Industrial disturbances, acts of public enemy, wars, insurrections, riots, epidemics, (11) replace the Software with a functional equivalent, an/or (lit) modify the Software. Under (ii) pandemics, outbreaks of Infectious disease or other threats to public health, lightning, and (ill) above, Buyer shall immediately stop use of the allegedly infringing Software. earthquakes, fires, storms, severe weather, floods, sabotage, delays in transportation, rejection of main forgings and castings, lock of available shlpping by land, sea or air, lack of r p#k 9 dock lighterage or loading or unloading facilities, inability to obtain labor or materials from days after submission of the dispute to arbitration upon the appointment of the third arbitrator, usual sources, serious accidents involving the work of suppliers or sub-suppliers, thefts and the third arbitrator will be appointed by the AAA in accordance with the AAA Rules. In the explosions. event that either of Buyer or Seller fails to appoint an arbitrator within 30 days after (b) Susmsion of Oblations. If either Buyer or Seller is unable to cant' out its obligations submission of the dispute to arbitration, such arbitrator, as well as the third arbitrator, will be under this Agreement due to Force Majeure, other than the obligation to make payments due appointed by the AAA in accordance with the AAA Rules. hereunder, and the party affected promptly notifies the other of such delay, then all obligations (Ii) In the circumstances of f(ii) above, any controversy or claim arising out of or relating to this that are affected by Force Majeure will be suspended or reduced for the period of Force Agreement, or the breach hereof, or to the Products or the Services provided pursuant hereto, Majeure and for such additional time as Is required to resume the performance of its shall be definitively settled under the auspices of the Canadian Commercial Arbitration Centre obligations, and the delivery schedule will be adjusted to account for the delay. ('CCAC"), by means of arbitration and to the exclusion of courts of law, in accordance with its (c) Option to Terminate. If the period of suspension or reduction of operations will extend for General Commercial Arbitration Rules in force at the time the Agreement Is signed and to more than four (4) consecutive months or periods of suspension or reduction total more than 6 which the parties declare they will adhere (the 'CCAC Rules"), and judgment on the award months in any 12 month period, then either Buyer or Seller may terminate this Agreement. rendered by the arbitrator(s) may be entered in any court having jurisdiction over the party (d) Strikes On-Site. Notwithstanding anything herein to the contrary, in the event a strike, against whom enforcement is sought or having jurisdiction over any of such party's assets. lookout, labor, union or other industrial disturbance at Buyer's site affects, delays, disrupts or The arbitration shall be conducted In Saint John, New Brunswick by a panel of three prevents Setters performance of this Agreement, Seller shall be entitled to a Change Order arbitrators, one of whom will be appointed by each of Buyer and Seller and the third of whom containing an appropriate adjustment in the contract price and delivery schedule, will be the chairman of the arbitral tribunal and will be appointed by mutual agreement of the 16. INDEMNIFICATION AND INSURANCE two party-appointed arbitrators. All arbitrators must be persons who are not employees, (a) Indomnificatign. Seller agrees to defend and indemnify Buyer from and against any agents, or former employees or agents of either party, In the event of failure of the two thlyd-party claim for bodily injury or damage to tangible property ("Loss') arising in connection party-appointed arbitrators to agree within 45 days after submission of the dispute to arbitration with the Products or the Services provided by Seller hereunder, but only to the extent such upon the appointment of the third arbitrator, the third arbitrator will be appointed by the CCAC Loss has been caused by the negligence, willful misconduct or other legal fault ("Fault) of in accordance with the CCAC Rules. In the event that either of Buyer or Seller fails to appoint Seller. Buyer shalt promptly tender the defense of any such third-party clalm to Seller, Seller an arbitrator within 30 days after submission of the dispute to arbitration, such arbitrator, as shall be entitled to control the defense and resolution of such claim, provided that Buyer shall well as the third arbitrator, will be appointed by the CCAC in accordance with the CCAC Rules. be entitled to be represented in the matter by counsel of its choosing at Buyer's sole expense. (h) In the event this Agreement pertains to the sale of any goods outside the United States or Where such Loss results from the Fault of both Seller and Buyer or a third party, then Seller's Canada, the parties agree that the United Nations Convention for the International Sale of defense and indemnity obligation shall be limited to the proportion of the Loss that Seller's Goods shall not apply to this Agreement. Fault bears to the total Fault. (I)The parties hereto have required that this Agreement be drawn up In English. Les parties (b) Insurance. Seller shall maintain commercial general liability insurance with limits of aux pr6sentes ont exiga que la prbsente convention soil r6 ftbe en anglais. $2,000,000 per occurrence and in the aggregate covering claims for bodily injury (including death) and physical property damage arising out of the Products or Services. Seller shall also provide workers' compensation insurance or the like as required by the laws of the jurisdiction where the Services will be performed, and owned and non-owned auto liability insurance with limits of $1,000,000 combined single limit. Seller will provide a Certificate of Insurance certifying the existence of such coverages upon request. 17. 16. GENERAL (a) Seller represents That any Products or parts thereof manufactured by Seller will be produced In compliance with all applicable federal, state and local laws applicable to their manufacture and in accordance with Setter's engineering standards. Seller shall not be liable for failure of the Products to comply with any other specifications, standards, laws or regulations. (b) This Agreement shall inure only to the benefit of Buyer and Seller and their respective successors and assigns. Any assignment of this Agreement or any of the rights or obligations hereunder, by either party without the written consent of the other party shall be vold. (c) This Agreement contains the entire and only agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings between Buyer and Seller concerning the Products, Services and any prior course of dealings or usage of the trade not expressly incorporated herein. (d) This Agreement may be modified, supplemented or amended only by a writing signed by an authorized representative of Seller. Seller's waiver of any breach by Buyer of any terms of this Agreement must also be in writing and any waiver by Seller or failure by Seller to enforce any of the terms and conditions of this Agreement at any time, shall not affect, limit or waive Seller's right thereafter to enforce and compel strict compliance with every term and condition hereof. (e) All terms of this Agreement which by their nature should apply after the cancellation, completion or termination of this Agreement shall survive and remain fully enforceable after any cancellation, completion or termination hereof. (f)(i) If Seller's office is located in the United Stales, this Agreement and the performance hereof will be governed by and construed according to the laws of the State of Georgia. (i1) If Seller's office is located in Canada, this Agreement and the performance hereof will be governed by and construed according to the laws of the Province of New Brunswick.. (g) (1) In the circumstances of f(i) above, any controversy or claim arising out of or relating to this Agreement, or the breach hereof, or to the Products or Iha Services provided pursuant hereto, shall be definitively settled by arbitration, to the exclusion of courts of law, administered by the American Arbitration Association ("AAA") in accordance with its Construction Industry Arbitration Rules in force at the time this Agreement is signed and to which the parties declare they will adhere (the 'AAA Rules"), and judgment on the award t rendered by the arbitrator(s) may be entered in any court having jurisdiction over the party against whom enforcement is sought or having jurisdiction over any of such party's assets. The arbitration shall be conducted In Atlanta, Georgia by a panel of three members, one of whom will be appointed by each of Buyer and Seller and the third of whom will be the chairman of the panel and will be appointed by mutual agreement of the two party appointed arbitrators. All arbitrators must be persons who are not employees, agents, or former employees or agents of either party. In the event of failure of the two party appointed arbitrators to agree within 45 AC DATE0512 /DOD 6 YY1 CERTIFICATE OF LIABILITY INSURANCE 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 have ADDITIONAL INSURED provisions or 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). c m PRODUCER CONTACT NAME: Aon Risk Services Central, Inc. PHONE (866) 283-7122 FOX 800-363-0105 m Philadelphia PA office (A/C. No. Ext): A/C. No.: a One Liberty Place E-MAIL o 1650 Market Street ADDRESS: _ Suite 1000 Philadelphia PA 19103 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Liberty Mutual Fire Ins Co 23035 Andri tz Separation Inc. INSURER B: Liberty Insurance corporation 42404 1010 commercial Blvd., South Arlington Tx 76001 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570062241152 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER FDD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY TB26S1004304106 06/01/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑ OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $1,000,000 X POLICY ❑ PRO JECT ❑ LOC PRODUCTS - COMP/OPAGG $1,000,000 0 OTHER' o r- A AUTOMOBILE LIABILITY AS2-651-004304-036 06/01/2016 06/01/2017 COMBINED SINGLE LIMIT $l, 000, 000 u') Ea accident X ANY AUTO BODILY INJURY ( Per person) Z OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS ONLY AUTOS to HIRED AUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident) E I 1 1 i` 41 UMBRELLA LIAB OCCUR EACH OCCURRENCE L) EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION B WORKERS COMPENSATION AND WA765DO04304136 06/01/2016 06/01/2017 X PER OTH- EMPLOYERS' LIABILITY STATUTE ER ANY PROPRIETOR / PARTNER / EXECUTIVE Y I N (AOS) E.L. EACH ACCIDENT $1,000,000 B OFFICER/MEMBER EXCLUDED? N/A WC7651004304146 06/01/2016 06/01/2017 (Mandatory in NH) (WI) E.L. DISEASE-EA EMPLOYEE $1,000,000 If yes. describe under - DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: ASI Project 1195. The City of Ashland, Oregon and its elected officials, officers and employees are included as Additional Insured on the General Liability and Automobile Liability policies, if required by written contract with certificate Holder and subject to the policy terms, conditions and exclusions. ti- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Ashland AUTHORIZED REPRESENTATIVE 20 East Main Street Ashland OR 76001 USA cX1'o~►a ~~%C:~V~ ~sG~rD 1~~~~aa ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 1 1 1 CITY OF ASHLAND DATE PO NUMBER 20 E MAIN ST. 4/25/2016 13492 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 011735 SHIP TO: Ashland WWTP ANDRITZ SEPARATION INC (541) 488-5348 DEPT 0312 1295 OAK STREET PO BOX 120312 ASHLAND, OR 97520 DALLAS, TX 75312-0312 FOB Point: Ashland, Oreqon Req. No.: Terms: Net Dept.: Req. Del. Date: Contact: David Gies Special Inst: Confirming? No Quantity Unit Description Unit Price Ext. Price THIS IS A REVISED PURCHASE ORDER Emerqencv Procurement 0.01 Repair and balance centrifuqe (WWTP centrifuqe dewaters biosolids before transport to Dry Creek Landfill) Emerqencv Procurement Repair Estimate $43,718.00 CANCELLED LINE ITEM Processed chanqe order 05/27/2016 65,068.00 Initial PO issued for verbal estimate of $43,718.00 so centrifuqe could be shipped to vendor for repairs. Vendor has provided a revised repair estimate of $65,068.00. Contract for Goods and Services Beginninq date: Mav 27, 2016 Completion date: July 15, 2016 SUBTOTAL 65 068.01 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 65,068.01 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 675.08.19.00.60240 65 068.01 Autholiked'Signature VENDOR COPY FORM 3 CITY OF ASHLAND REQUISITION Date of request: , ' 0?3 Av Required date for delivery: Vendor Name Anrlrit7 2ppwAtinn Address, City, State, Zip 13880 Catalina St Contact Name & Telephone Number San Leandro, CA. 94577 Fax Number 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 _(Attach co of council communication _(If council approval required, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon Date approved by Council: ❑ Direct Award Contract # ❑ Verbal/Written quote(s) or proposal(s) -(Attach copy of council communication) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other govemment 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 $5K to $75K Valid until: Date - (Attach copy of council communication) Description of SERVICES Total Cost Ship centrifuge to San Leandro, CA to the Andritz facility for problem diagnosis. Front & rear bearings replaced. Gear box replaced along with carbon tiles inside the centrifuge. After repairs, $ 5508.00 centrifuge to be shipped to Houston TX for rebalancing. Item # Quantity Unit Description of MATERIALS Unit Price Total Cost Repair & balance centrifuge. $61,078.00 Shipping estimate from San Leandro; CA to Ashland; OR. 3,v;;90.00 TOTAL COST Per attached quote/proposal $ 85,068.40 Project Number - - - - - - - - - - Account ember 675.08 - 19 - 00 - 50 400 Account Number---. - 9 - - - - - - Account Number— - - ° - - ` - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT rector in collaboration with department to approve all ha_,'_~. .9 - software purchases: it Director Data Support -Yes l No E By signing this requisitio form, l certi that the City's public contracting requirements have been satisfied. ~ 5-// Employee: Department Head: (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) nr4s a x priate for current fiscal year: / NO Finance Director- (Equal to or greater than $5; 000) Date q ~ (3 ~ ° wag 3~ a ` &Atain ~ ~Cl~ ~ ei~. ~ .a ~,w, n :~,33vT ^n ¢~4 9 with, ~ y x"a r .s ,s d on ^ i ~ s ~~~s d afira rs_.. con 3+~ ~''~~.I~a~+~ ~ iadz ys~~'?~`s . ' 3 eva e 1$ 41, 71 B. g) was s die a a on u I be impair cost. A new and more accurate repair estimate of S65,068 is requiring a ne~v P. 0, to be I'ssu f.0. 93492 ~i -after a neiv .0. is issued. Form #3 - Requisition a CITY OF FORM #13 ASHLAND EMERGENCY PROCUREMENT Greater than $5,000 To: Dave Kanner, Public Contracting Officer From: David Gies, Wastewater Supervisor Date: 5-23-16 Re: Emergency Procurement - Written Findings and Request for Authorization Document the emergency: The City of Ashland WWTP utilizes Andritz centrifuges to dewater its biosolids before hauling it to the Dry Creek Landfill. The bearings on centrifuge #1 have recently began to fail causing excessive vibration that is beginning to pose a safety risk when the centrifuges are operating under full load at 3,000 rpm's. Andritz Separation is the most qualified and only vendor able to expedite these repairs. These centrifuges are very important to the City of Ashland for processing its sludge before hauling it to the Dry Creek Landfill. It is critical that the repairs be done quickly and with a high degree of confidence and that they will work properly when returned. Andritz Separation offers that high degree of reliability. Document solicitation process: Pursuant to ORS 279B.075 (2)(a): The City of Ashland has Andritz centrifuges for dewatering biosolids. This is a proprietary system and these repairs can only be conducted through Andritz Separation. Back in August of 2014, #2 centrifuge was sent to Andritz to be repaired and with similar run times and usage, # 1 centrifuge should require the same type of repairs and overhaul. Amount of Emergency Contract: $65,068 & Shipping Written Order Emergency Procuremen._is being authorized by the City Administrator as specified by this written order. Authorized by:c,_ Date: r 1 i City Administraior /Public Contracting Officer Report Emergency Procurement to the City Council: Yes / No Form #13 - Emergency Procurement - Written Findings and Request for Approval, Page 1 of 2, 5/23/2016 Note: Emergency Procurements equal to or greater than $100, 000 for Goods and Services and equal to or greater than $75, 000 for Personal Services will require Council approval. Form #13 - Emergency Procurement - Written Findings and Request for Approval, Page 2 of 2, 5/23/2016