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HomeMy WebLinkAbout2017-037 Contract - Snap-on Industrial i I Contract for GOODS AND SERVICES less than $25,000 CITY OF CONTRACTOR: Snap-on Industrial, A division of IDSC Holdings ASHLAND LLC CONTACT: Patrick Brooks 20 East Main Street Ashlond, Oregon 97520 ADDRESS: 21755 Network Place24745, Chicago, IL 60673-1217 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 877-740-1900 TELEPHONE: 541-514-5482 (local sales rep) Email: patrick.brooks@snapon.com DATE AGREEMENT (PREPARED: 1/24/2017 BEGINNING DATE: 1/31/2017 COMPLETION DATE: 6/30/2017 COMPENSATION: 23,114.13 per exhibit C. GOODS AND SERVICES TO BE PROVIDED: Provide and install two 150001b 4 post lifts complete per exhibit C. Mandator /No exgeption: Products shall be shipped complete FOB Destination (City of Ashland, Oregon). ADDITIONAL TERMS: Snap-on industrial has the City's permission to use a licensed, bonded and insured contractor to install the shop lifts. Snap-on will be fully responsible for the installers and the appropriate installation of the shop lifts. Snap-on terms and conditions are included as Exhibit C. In the event of conflicts of discrepancies among the contract documents, except for Exhibit C paragraphs 2-3, 4 as amended, 5-10, 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 primary City of A hland 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 descriibed above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker- like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a separate written contract is entered into by the City. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 27913.220, 27913.225, 27913.230, 27913.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $20,283.20 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 cont act. 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(,l),caused by the negligence, unlawful or willful misconduct of the City, its officers, employees and agents or any party acting in concert with them; or (2) misuse of the goods and products delivered pursuant to this Agreement. Imo event shall Contractor be liable to the City or anyone through or against buyer for any special, indirect or consequential damages (including without limitation, lost profits, renues, anticipated sales, business opportunities or goodwill, interruption of business; or loss of business information). Contract for Goods a d Services Less than $25,000, 06/30/2016, Page 1 of 5 I 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in 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. 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. Cbligation/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 subsectiors 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 compete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract, or attempts to assign rights in, or delegate duties under, the Contract. 16. Insurance. Contractor shall at its own expense provide the following insurance: a. _Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. C. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, 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, excluding Workers' Compensation, required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance Contract for Goods and Services Less than $25,000, 06/30/2016, Page 2 of 5 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: Sri-on ="+s~al a O~v~s~nr e+ City of Ashland ox "r W# nn9s LL L By gar, By Signatu Department Head Print Name Print Name Title Date p Z/t2o 17 W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. VED AS TO FORM me y As ajd~A ss . i#y o ®a Contract for Goods and Services Less than $25,000, 06/30/2016, Page 3 of 5 r 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. ~1101 i7 r~ iZ. C~~~1 ► (kcSid~~ Contractor (Date) 5naQ- or, -V/VLa~ r'+ocl~ a 01visiov. o.F V05C ff-atC65s U.G Contract for Goods and Services Less than $25,000, 06/30/2016, Page 4 of 5 CITY OF ASHLAND, OREGON EXHIBIT B City of Ash land LIVING P-1 E, 03 per hour effective June 30, 2016 (Increases annually every June 30 by the ~r 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 projector 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 $20,283.20. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,283.20 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, additional For Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. C I T Y O F ASHLAND Contract for Goods and Services Less than $25,000, 06/30/2016, Page 5 of 5 Preview Number 201790 Date: 1/19/2017 Submit To: Snap-on Industrial Type Quote A Division of IDSC Holdings, LLC Customer # 200836709 21755 Network Place Cust PO # Chicago, IL 60673-1217 Ship Via UPS GROUND Terms NET 30 DAYS Sales Rep 050764 Patrick Brooks, Phone: (541)514-5482 Fax/Mobile (877)740-1900 E-mail iPatrick.Brooks@snapon.com Delivery To: 200836709 Bill To: 300807459 ASHLAND, CITY" OF ASHLAND, CITY OF 90 NORTH MOUNTAIN AVENUE 20 EAST MAIN ashland, OR 97520 ashland, OR 97520 ATTN: Wes Hoad ley 1Item Description Ginty List Price Unit Price Total *CLF4015EF00 15000 LB. 4 Post Lift 2 6,990.30 6,990.30 13,980.60 *CLFRJ75 Challenger Rolling Jacks 2 2,009.00 2,009.00 4,018.00 *CLF10267 Oil Drain Pan Kit 2 645.40 645.40 1,290.80 *CLF10310 Power Workstation 2 311.50 311.50 623.00 *INSTALL Lift Install 2 1,140.00 1,140.00 2,280.00 *INSTALLATIONS Rolling Jacks 4 55.00 55.00 220.00 *SHIP Shipping 1 701.73 701.73 701.73 Tax and freight shown are estimates. Sub Total $23,114.13 Applicable tax and freight vrill be charged to the Customers account. Tax $0.00 lard terns-aad conditions -ofsale._.Placement of an order is Freight $0.00 Custom a uus.aac}coadi4ionsamd-gnap-oalereby objects to any additional and/or different terms which may rpj~fained in and,to~eLfQruts_oriaherdocuments. No sash additional terms will be of any force or effect. Total $23,114.13 The sale of product is subject to Customer meeting Snap-on Industrial's credit approvals. Financing through Snap-on Credit LLC is available on most purchases. Ask your Sales Rep for more information. *Please provide vendor and pricing information to customer service on this part number. Total Weight: 0.00 Lbs Federal ID: 36-4070294 Page 1 of 1 TERMS AND CONDITIONS OIL SALE SNAP-ON INDUSTRIAL, a DIVISION OF IDSC HOLDINGS LLC, ("Snap-on") t. Offer and Governing Provisions. We are pleased to offer for sale the products manufactured or marketed by Snap-on ("Products"), subject to the following terns and conditions. This offer is expressly conditioned upon Customees assent to these terns and conditions, and Snap-on hereby objects to any additional and/or different terms which may be contained in any of Customers forms or other correspondence No such additional or different teens will be of any force or effect- Customer's placement of any order for Products constitutes Customer's unconditional acceptance of the lollowing terms as the entire agreement between Customer and Snap-on with respect to the purchase and sale cif' Products. 2. Prices and Paytncslf T mis. All prices are subject to change upon notice; and the price of Products on order but unshipped will be adjusted to the price in effect at the time of order entry. Payment is due upon Customer's receipt of Snap-on's invoice, unless Snap-on requires payment in advance. Snap-on reserves the right to charge interest at the rate of 18% per year (but not more than the highest rate pemtined by applicable law) on accounts more than 30 days past due. :3 Taxes and Other Charges, Any manufacturer's tax, occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority, on or measured by the sale by Snap-on to Customer shall be paid by Customer in addition to the prices quoted or invoiced. If Customer is exempt from any such tax or charge, Customer shall provide Snap-on the applicable exemption certificate. if Snap-on is required to pay any such tax, fee, interest or charge, Customer shall reimburse Strap-on thereto 4. Deliverv and Claimti. Products are sold F.O.B. nfant or-other londirrg point shalltoastilute dctivegt.io Custom errancl regard less of shipping terms or-freight-paynmit, Customeu4alt-bear ill-risk of loss or damage in transit.--Snap-oa reserves-the right to xnake_delivery in installments, unless othemise_expresslv_stipLdatcd-- -wretn.. All such installments shall be separately invoiced and (paid for when due per invoice, without regard to subsequent deliveries. delay in delivery of any installment shall not relieve Customer of its obligations to accept remaining deliveries. ,Aaims for shortages or other errors in delivery must be made in writing to Snap-on within 10 days ater receipt of shipment and failure to give such notice shalt constitute unqualified acceptance and a Nvaiver of all such claims by Customer. i. ! . All delivery dates are approximate. Snap-on shall not he liable for any damage as a result of any delay or failure to deliver due to any cause beyond Snap-on's reasonable control, including, without limitation, any act of God, act of Customer, embargo or other governmental act, regulation or request, tire, accident, strike, slowdown, war, riot, delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of file delay. Customer's exclusive remedy for other delays and for Snap-on's inability to deliver for any reason shall be rescission of this agreement. C Storage. If the Products are not shipped within 15 day's after notification to Customer that duey are ready for shipping, for any r Cason beyond Snap-on's reasonable control, including Customer's failure to give shipping instructions, Snap-on may store such Products at Customers risk in a warehouse or yard or upon Snap-on's premises, and Customer shall pay all handling, transportation and storage costs at the pre-,niling commercial rates upon submission of invoices therefor. 7. Cancellation. No order may be canceled or altered by Customer except upon terms and conditions acceptable to Snap-on; Snap- cn's written consent is required in the case of specially packaged or manufactured Products. In the event of such an approved cancellation by Customer, Snap-on shall be entitled to payment of the full price, less the amount of any expenses saved by Snap-on by reason of the c uncellation S Warranties. Snap-on's warranty of the Products shall be as set firth in the catalog in effect on the date of Customer's order for such Products. (A copy of the catalog is available from Snap-on upon request.) The repair or replacement remedy set forth in the catalog in effect on the order date shall be Snap-on's sole obligation and Customer's exclusive remedy, and shall be conditioned upon Snap-on's receipt of written notice of any alleged detect within 10 clays after its discovery and, at Snap-ods option, return of such Products to Snap- on, F.O B. its factory. THIS \VARRANTY IS EXCLUSIVE AND IN I,iEif OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS Oil INIP1,11:D. SNAP-ON EXPRESSLY DISCLAINIS AND I XCLCiDES ANY IMPLIrD VARRANTY OF RI1-'.11CIIANTAB1LITY OR FITNESS FOR PURPOSE. Any description of the Products, whether in writing or made orally by Snap-on or Snap-on's agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection %vith Customer's order are for the sole purpose of identi -tying the Products and shall not be construed as an express warranty. Any sugge=stions by Snap-on or Snap-en's agents regarding use, application or suitability of the Products shall not be construed as an express warranty unless confirmed to be such in wwiting by Snap- on. 9. Returns. New, unused standard Products may be returned to Snap-on only when Customer obtains Snap-on's advance permission Returned Products must be securely packaged to reach Snap-on without damage; no credit will be given for used or shopw•om Products. I (I. Patents. Tradernarks and Cc pydghts. Snap-on %Nill, at its own expense, defend any suits that may be instituted by anyone against Customer for alleged infringement of any United States patent, trademark or copyright relating to any Product manufactured and furnished by Snap-on hereunder, if each of the following conditions is fulfilled: (a) such alleged infringement consists of the use of such Product for any of the purposes for which the Product was sold by Snap-on-, (b) Customer shall have made all payments when due hereunder; (c) Customer shall have provided to Snap-on immediate notice in writing of any such suit and shall have transmitted to Snap-on immediately upon receipt all processes and papers served upon Customer, and (d) Customer permits Snap-opt through its counsel, either in the name of Customer or in the name of Snap-on, to defend the same, and gives all needed information, assistance and authority to enable Snap-on to do so. If Stich Product in Stull suit is held in and of itself to infringe any valid United States patent, trademark or copyright, then. (a) Snap-on will pay any final award of damages in such suit attributable to such infringement, and (b) if in such suit, use of such Product by Customer as permanently enjoined by reason of such infringement, Snap-on shall, at its own expense and at its own option, either (i) procure for Customer the right to continue using the product, (ii) modify the Product to render it noninfringing, (iii) replace the Product with a noninfringing product, or (iv) refund the purchase price and the transportation costs paid by Customer for the Product. Notwithstanding the foregoing, Snap-on shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the Products in combination with other goods or materials not furnished by Snap-on. The foregoing states the entire liability of seller for infringement, and In no event shall seller be liable for consequential damages attributable to an infringement. 11, G0115eonential Dartlaees and Other I lability- Indemnity. Except as otherwise agreed in writing, Snap-on's and its affiliated companies liability with respect to the Products sold hereunder shall be limited to the %karranty provided in Section 8 hereof, and, with respect to other perlbrmance of this contract, shall be limited to the contract price. SNAP-ON AND ITS AFFILIATED COMPANIES SHALL NOT Bi; SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT 01, BREACH OF CONTRACT, WARRANTY, 'T'ORT (INCLUDING NEGLIGENCE? AND STRICT LIABILITY) OR 01-IIER THEORIES Oh LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SNAP-ON, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality ofthe foregoing, Snap-on specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of Products or any associated equipment, cost of capital, cost of substitute Products, facilities or services, down-time, shut-down or slow-down costs, or for any other types of economic loss, or for claims of Customer's customers or any third party for any such damages. SNAP-O.N AND ITS AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL. AND CONTINGENT DAMAGES WHATSOEVER. Customer shall indemnify Snap-on and its affiliates against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys' fees and other costs of Jetending any action) which Snap-on or its affiliates may incur as a result of any claim by Customer or others arising out of or in :onnection with the Products sold hereunder and based on Product defects not proven to have been caused solely by Snap-on's negligence- 12. Govemin l.}aws These terms and conditions, and any, nt ct or the sale roducts by Snap-on, shall be governed by and construed in accordance with the laws of the State of m, without reference to principles of conflicts of laws. The rights and obligations of the parties hereunder shall not be governed by the 1980 U.N. Convention on Contracts for the International Salt of Gonds. Terms of sale distinct from those in this document may apply to sales of any products sold or used laeyond the boundaries of the United States, and are available from Snap-on upon request. A~~ ® DATE (MMIDD(YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/1/2018 1/3/2017 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). CONTACT AME: PRODUCER LOCKTO14 COMPANIES N 500 West 1 Ionroe, Suite 3400 PHONE FAX No A/C No Ext CHICAGC IL 60661 E-MAIL (312) 669-6900 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A : Travelers Indernni Co of CT 25682 INSURED SNAP-ON INCORPORATED, Snap-on Tools Company I,LC INSURER B : The Continental Insurance Company 35289 1065969 IDSC Hollings, LLC d/b/a Snap-on Industrial INSURER C :Travelers Property Casualty Co of America 25674 Attn: Karen Parmentier - Risk Analyst INSURER D : Safety National Casualty Corporation 15105 2801 80th .3treet INSURER E : The Phoenix Insurance Company 25623 Kenosha, `VI 53143 INSURER F COVERAGES SNAON01 CERTIFICATE NUMBER: 14444974 REVISION NUMBER: XXXXXXX 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 13E ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CDNDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE NSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY y N HEEXGL472M4454TCT17 1/1/2017 1/1/2018 EACH OCCURRENCE $ 1,500,000 DAMAGE To A rrrence $ 500,000 CLAIMS-MF,DE X OCCUR (EXCESS $500,000 SIR) PREMISES (E. occuE X Contractual Llab. MED EXP (Any one person) s Excluded Included PERSONAL & ADV INJURY $ 1,500,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1500 000 - LOC PRODUCTS - COMP/OP AGG $ 6,000,000 POLICY ❑ JFROECT OTHER: AUTOMOBILE LIABILITY Y N (Ea accident) LIMIT $ 2,000,000 A X ANY AUTO HC2ECAP472M4466TCT17 1/1/2017 1/1/2018 BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ X~~X~:XXX AUTOS ONLY AUTOS X HIRED X NON-OWNED PeOr a c TY DAMAGE $ XXXXXXX - AUTOS ONLY AUTOS ONLY $ XXXXXXX B X UMBRELLA LIAR X OCCUR N N 2099653836 1/1/2017 1/1/2018 EACH OCCURRENCE $ 5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION $ S 1~~~~XX C AND WORKERS EMPLOYERS' COMPENSATION LIABILITY PER H- N HC2JUB472M443017 (AOS) 1/1/2017 1/1/2018 X ~ STATUTE OT E ANY PROPRIETORIPARTNER/EXECUTIVE Y/ N HRNUB472M444217 (MA) 1/1/2017 1/1/2018 E.L. EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? I NJ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1 000 000 If yes, describe under DESCRIPTION OF OPI E.L. DISEASE -POLICY LIMIT $ 1 000 000 =RATIONS below D Excess Workers Compensation N N SP4055995 1/1/2017 1/1/2018 Retention - $600,000 IL, IA, & WI Limit - Statutory Employers Liability - $1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City of Ashland, Oregon, and its elected officials, officers and employees are included as additional insured as required by written contract with respect to general & Auto liability per the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION 14444974 City of Ashland THE SHOULD EXPIRA OF ON H DATE ABOVE THEREOFBENOTICE POLICIES WIBL CBE CDEL VERED BEFORN 20 AEastshland OR Main 97520 Street ACCORDANCE WITH THE POLICY PROVISIONS. A AUTHORIZED REPRESENTATIVE l r _ 1 I lr1, J ~t J1 I, f•'I ~ t . f _ O 1988-20,-18 ACORD CORPORAT ON. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CITY OF ASHLAND TAX REGISTRATION (FOR REVENUE PURPOSES ONLY) BUSINESS LOCATION INFORMATION REGISTRATION NO. STREETADDRESS : 2801 80TH ST BL-009695 PHONE: OWNER INFORMATION NAME: TOM BROWN Barbara Christensen CITY RECORDER/TREASURER REGISTRATION EXPIRES JUNE 30. SNAP-ON INDUSTRIAL 2801 80TH ST KENOSHA, WI 53143 2017 TO BE POSTED IN A CONSPICUOUS PLACE. a Purchase Order Fiscal Year 2017 Page: 1 of: 1 Rz 0_3 N_ an- _ - - - - = R 1 DIJMENN-== B City of Ashland I ATTN: Accounts Payable - L 20 E. Main Purchase G L Ashland, OR 9752.0 Order # J T Phone: 541/552-2010 O Email: payable@ashland.or.us V SNAP-ON INDUSTRIAL ~S C/O Fleet/Shop Division E A DIVISION OF IDSC HOLDINGS H 90 North Mountain Ave N 21755 NETWORK PLACE P Ashland, OR 97520 D CHICAGO, IL 60673-1217 Phone: 541/488-5358 O T Fax: 541/552-2304 R O Vendor Phone Numbd-ndsz F-ax=6-fumb~ Reql;iftirurrtE - - - _ i-1rrce✓== - Wes Hoadle _ Date Qdered 15 Vendor Number °Daelegirer=~Jlfi- m e~tafrrn 02/23/2017 2917 FOB ASHLAND OR/NET30 City Accounts Payable -_©escri r;QnlE~a~-t~1Q= - NOW -1 0.0a WE: R t.00 = ende "10116 Itm# Shop Equipment - 1500Lb Lifts 1 Install two new 15001-b 4-post lifts, one at City shop and one at 1 $23,114.1300 $23,114.13 golf course shop. Contract for Goods and Services Less than $25,000 Beginning date: 01/24/2017 Completion c'ate: 06/30/2017 Project Account: *k************* GL SUMMARY 086500 - 704100 $23,114.13 _ 5 ~ -1/17 Authorized Signature _ _ - _ _ $21L114.1_31 t f"ORM ##3 CITY OF f ASHLAND REQUISITION Date of request: 12/13/2016 Required date for delivery: Vendor Name Span an InrinS+r'a! n d'vi°inn of In Hnldinnc I I Address, City, State, Zip 21755 natwork pianp Ch cagn 11 BOR73 Contact Name & Telephone Number Mike Brooks 54 . 1-514-5482 Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemptic n: ❑ 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 ❑ Direct Award Date approved by Council: 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 government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ® (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal ;services $51K to $75K Valid until: Date - (Attach copy of council communication) Description of SERVICES Total Cost Install two new 1500Lb 4 post lifts one at city shop and one at Golf course Shop as per $23114.13 exhibit C Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ® Per attached quote/proposal Project Number - - - - - - - - - - Account Number 7 30-0 8 - 2 4 - 0 0 - 7 0 41 0 0 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 requisition form, I certify that the City's public contracting requirements have been satisfied. Employee: Department Head: "~R-- 4nt (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) ,i Funds appropriated for current fiscal year. YES / tVD~ 4ance Director- (Equal to or greater than $5,000) Date Comments. Form #3 - Requisition