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HomeMy WebLinkAbout2019-176 20200035 Sentinel Technology LLC ! I GOODS & SERVICES AGREEMENT PROVIDER: Sentinel Technology LLC CITY OF PROVIDER'S Enita Geiger ASHLAND CONTACT: 20 East Main Street Ashland,Oregon 97520 ADDRESS: 562 Parsons Drive Suite 108 Telephone: 541/488-5587 Medford, OR 97501 Fax: 541/488-6006 PHONE: 541-779-6515 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Sentinel Technology LLC, a domestic business corporation("hereinafter"Provider"),for fire alarm service. 1. PROVIDER'S OBLIGATIONS 1.1 Provide fire alarm repair, testing and maintenance for FY20 as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS,and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The goods and services defined and described in the"SUPPORTING DOCUMENTS"shall hereinafter be collectively referred to as"Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder, a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; and • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a"claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. Page 1 of 5: Agreement between the City of Ashland and Sentinel Technology LLC 1.3 All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of$4,995 as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$4,995 without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance, paid leave, and retirement. 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. Page 2 of 5: Agreement between the City of Ashland and Sentinel Technology LLC 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.8 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts,accidents,or other events beyond the control of the other or the other's officers, employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 4. SUPPORTING DOCUMENTS The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" • The Provider's complete written Proposal dated April 16, 2019. 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the "Effective Date"), and shall continue in full force and effect until June 30, 2020, unless sooner terminated as provided in Subsection 6.2. Page 3 of 5: Agreement between the City of Ashland and Sentinel Technology LLC • 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may, upon not less than thirty(30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14)days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: City of Ashland—Facilities Maintenance Department Attn: David Arnold 90 North Mountain Avenue Ashland, Oregon 97520 Phone: (541) 552-2292 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541)488-5350 If to Provider: Sentinel Technology LLC Attn: Enita Geiger 562 Parsons Drive Suite 108 Medford, OR 97501 541-779-6515 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. Page 4 of 5: Agreement between the City of Ashland and Sentinel Technology LLC • • 9.1.2 Provider, for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: Sentinel Technology LLC (PROVIDER): By: By: l 7Z[ ( 15tr Signature Signature PAtuc..f G ei2001J Enc& E - Ge(5,c r Printed Name Printed Name Tu/ Di2 e1P _ Co ^©wur ) CFO Title Title � ..14.ev- Z''/ 1 (01 1 1 Date Date (W-9 is to be submitted with this signed Agreement) �D�Dm ® 6 � Purchase Order No. Page 5 of 5: Agreement between the City of Ashland and Sentinel Technology LLC • Ss\ I S ENTINEL / T E 1-H N O SLTE OG vY 1 DFOR2 OR 97501 541-773-8551 Fax:541-842-2442 s the d u Ii ng@ sen tlnels g.corn PROPOSAL April 16, 2019 TO: David Arnold City of Ashland PROJECT: Services and Pricing Quote SERVICES AVAILABLE: • Cameras • Fire • Burglar • Nurse Call • Access Control • Phones • Test and Inspections • Monitoring(previously quoted) PRICING: • Regular hours (8am-5pm) $90 per hour • Weekday after hours (5:01pm to 7:59am) $135 per hour • Weekends and holidays $180 per hour Any materials required will be billed for at a separate rate. Respectfully Submitted, Enita Geiger CFO-Sentinel Technology LLC ACCEPTED DATE • l ® DATE(MM/DD/YYYY) ACORO • CERTIFICATE OF LIABILITY INSURANCE 4.....---- . 6/26/2019 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). PRODUCER CONTACT NAME: Sheryl WIrts Protectors Insurance, LLC PHONE FAX P.O. Box 4669 (A/C.No.Ext):541-842-2968 (A/C,No):541-772-1906 Medford OR 97504 ADDRESS: sherylw @protectorsins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:SAIF Corporation 524113 INSURED SENTI-4 INSURER B:Philadelphia Indemnity Ins Co Sentinel Technology LLC DBA Protec Security&Communication Systems INSURER C:Philadelphia Insurance Comp. 562 Parsons Dr. Ste 108 INSURER D: Medford OR 97501 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1089700686 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD,WVD _(MMIDD/YYYY) (MM/DD/YYYY) B X COMMERCIAL GENERALLIABILITY Y Y PHPK1920203 1/1/2019 1/1/2020 EACH OCCURRENCE $1,000_,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $1,000,000 X E&O MED EXP(Any one person) $20,000 i PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 POLICY X JECT LOC PRODUCTS-COMP/OPAGG $3,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y N PHPK1920203 1/1/2019 1/1/2020 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY - (Per accident) $ ' B X UMBRELLA LIAB X OCCUR N N PHUB658499 1/1/2019 1/1/2020 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$1nnnn $ A WORKERS COMPENSATION 889419 1/1/2019 1/1/2020 X AND EMPLOYERS'LIABILITY STATUTE OTH- ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? I (Mandatory in NH) I E.L.DISEASE-EA EMPLOYEE $1,000,000 1 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Ashland,Oregon, its officers,agents and employees as Additional Insured, Form to follow: For General Liability per attached policy forms PIGLDSG-01-14, PIGL016 Products&Completed Ops, PIGL005 0712 Primary Non-Contributory. For Auto Liability per attached policy form PICA 003, Primary per PI-MANU-1-001 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 20 E. Main St AUTHORIZED REPRESENTATIVE Ashland OR 97520 a►_.e_ J t1Doj ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD J PI-CA-003 (04/14) . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. SECTION II—COVERED AUTOS LIABILITY COVERAGE,A. Coverage, 1.Who Is An Insured is amended by adding the following: The following are also"insureds": Any person or organization for whom you are required by an "insured contract" to procure"bodily injury" or"property damage' liability insurance arising out of the operation of a covered "auto"with your permission. However, this additional insurance does not apply to: 1. The owner or anyone else from whom you hire or borrow a covered "auto." This exception does not apply if the covered "auto" is a"traile" connected to a covered "auto" you own; 2. Your"employee" if the covered "auto" is owned by that"employee" or a member of his or her household; 3. Anyone using a covered "auto"while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours; 4. Anyone other than your"employees," partners (if you are a partnership), members Of you are a limited liability company), or a lessee or borrower or any of their"employees,"while moving property to or from a covered "auto"; or 5. A partner Of you are a partnership), or a member(if you are a limited liability company) for covered "auto" owned by him or her or a member of his or her household. B. The "insured contract" must be in effect during the policy period shown in the Declarations and must have been executed prior to the"bodily injury" or"property damage". C. This person or organization is an "insured" only to the extent you are liable due to your ongoing operations for that"insured", whether the work is performed by you or for you, and only to the extent you are held liable for an "accident" occurring while a covered "auto" is being driven by you or one of your employees. D. There is no coverage provided to this person or organization for"bodily injury"to its employees or for "property damage" to its property. E. Coverage for this person or organization shall be limited to the extent of your negligence or fault according to the applicable principles of comparative negligence or fault. F. The defense of any claim or"suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or"suit". G. A person's or organization's status as an "insured" under this endorsement ends when your operations for that"insured"are completed. Page 1 of 2 PI-CA-003 (04/14) H. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any "insured," or to procure insurance. I. The following additional exclusions apply: The insurance afforded to any person or organization as an "insured" under this endorsement does not apply to"loss": 1. Which occurs prior to the date your contract is effective with such person or organization; 2. Arising out of the sole negligence of any person or organization that would not be an "insured" except for this endorsement; or "auto" to the lessor or the policy period 3. Which occurs after you returned the leased or rented "aut p y p ends, whichever occurs first. Page 2 of 2 PI-GL-016 (09/15) . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization who is an owner, lessee or contractor, but only with respect to liability for"bodily injury" or "property damage" caused, in whole or in part, by"your work" performed for that additional insured and included in the"products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. PI-GL-016 (09/15) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with permission PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is added to SECTION IV-BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance: The insurance provided by this policy for any additional insured endorsement attached to this policy is primary when primary coverage is required in a written contract. In addition, we will not seek contribution from any insurer when insurance on a non-contributing basis is required in a written contract for any additional insured endorsement attached to this policy. For coverage to apply, the written contract must have been executed prior to the occurrence of "loss." This endorsement supersedes anything to the contrary. All other terms and conditions of this Policy remain unchanged. PI-GL-005 (07/12) • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 01/08/2019 Name of Person or Organization (Additional Insured): Blanket When Required by Contract. SECTION II—WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s)shown in the endorsement Schedule, but only with respect to liability for"bodily injury," "property damage"or"personal and advertising injury" arising out of or relating to your negligence in the performance of"your work"for such person(s) or organization(s)that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III—LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG OR (01/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the subject matters of these extensions is provided under this policy. If such other specific coverage applies, the terms, provisions, conditions and limits of such other coverage constitute the sole and exclusive coverage applicable to such subject matter(s) under this policy, unless otherwise noted in this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security 2 Services only Medical Payments $20,000 2 Medical Payments—Extended Reporting Period 3 years 2 Supplementary Payments— Bail Bonds $2,500 3 Supplementary Payments— Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured— Broadened Named Insured Included 3 Additional Insured—Managers and Supervisors Included 3 Additional Insured—Managers, Landlords, or Lessors of Included 3 Premises Additional Insured— Lessors of Leased Equipment—Automatic Included 4 Status When Required in Lease Agreement With You Additional Insured—Grantors of Permits Included 4 Additional Insured—Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 6 Liberalization Included 6 Bodily Injury—Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page 1 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG OR(01/14) • I. ADDITIONAL COVERAGES AND EXTENSIONS A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III—LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V—DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.Aircraft,Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments—Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III—LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Under SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a., Item (b) is amended to read: provided that: Page 2 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • PI-GLD-SG OR (01/14) (b) The expenses are incurred and reported to us within three years of the date of the accident; and D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS—COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to$2,500; and 2. The limit for loss of earnings is changed from $250 a day to$500 a day. E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS—COVERAGES A AND B provision, the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee"who is alleged to be directly involved in a criminal proceeding is$15,000 regardless of the numbers of"employees," claims or"suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. b. Managers and Supervisors— If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence"which takes place after you cease to be a tenant in that premises; or Page 3 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG OR (01/14) • (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. d. Lessors of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury,""property damage" or"personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after the equipment lease expires. e. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract—Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for"bodily injury,""property damage" or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Page 4 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG OR (01/14) (1) "Bodily injury," "property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or"property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV—COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. I. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy)to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence"to us at the time of such "occurrence" shall not be deemed in violation of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit. This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular"occurrence" is a liability case, rather than a Page 5 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • PI-GLD-SG OR (01/14) • compensation case shall give us notification immediately. 2. The requirement in Condition 2.a. of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the"occurrence" or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer"or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or"suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer"or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. L. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. M. Assault and Battery with Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury Page 6 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. • PI-GLD-SG OR (01/14) "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to: (1) "Bodily injury" or"property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your"employees." However, acts of your"employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to"suits" seeking "damages" for"bodily injury" or"property damage" proximately caused by negligent acts, errors or omissions committed by you in the actual rendering of professional services described in the Declarations for clients, customers or patrons of the insured. 2. SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to"suits" seeking "damages" arising out of offenses within the scope of"personal and advertising injury" that are proximately caused by negligent acts, errors or omissions committed by you in the actual rendering of professional services described in the Declarations for clients, customers or patrons of the insured. 3. SECTION I —COVERAGES is amended by adding the following: COVERAGE D— ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as "damages" sustained by a client, customer or patron of the insured proximately caused by negligent acts, errors or omissions committed by you in the actual rendering of professional services described in the Declarations. We will have the right and duty to defend any "suit" seeking those "damages". However, we will have no duty to defend the insured against any "suit" seeking such "damages" to which this insurance does not apply. We may, at our discretion, investigate any claim or"suit" that may result. But: (a) The amount we will pay for"damages"within the scope of this coverage is limited as described in SECTION III — LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D, or medical expenses under Coverage C. Page 7 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG OR (01/14) • No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS— COVERAGES A, B,AND D. (2) This insurance applies only if the negligent act, error or omission upon which the claim(s) asserted in a"suit" are based was first committed during the policy period in the coverage territory. All acts, errors and omissions that are causally or logically related shall constitute a single act, error or omission first made when the earliest act, error or omission was committed. b. Exclusions The following exclusions apply in addition to those in SECTION I—COVERAGES, COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B— PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions, even though such exclusions do not expressly reference this additional coverage. This insurance does not apply to: - (1) "Bodily injury", mental anguish, emotional distress or"property damage"; (2) "Personal and advertising injury"; (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any form other than monetary"damages"; (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for"damages": (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract; (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or"employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. (11) Liability arising directly or indirectly out of any action, error or omission that Page 8 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,.with its permission. • PI-GLD-SG OR (01/14) violates or is alleged to violate: (a) The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; (b) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act(FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act(FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. (12) All exclusions and limitations on coverage that are applicable to Coverages A and/or B shall be equally applicable to Coverage D. c. SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS—COVERAGES A, B,AND D d. SECTION III— LIMITS OF INSURANCE is amended as follows: (1) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. "Damages" under Coverage A, except"damages" because of"bodily injury" or "property damage" included in the"products-completed operations hazard"; c. "Damages" under Coverage B; and d. "Damages" under Coverage D. (2) Item 5. is replaced by the following: 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. "Damages" under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence"; and c. "Damages" under Coverage D. Page 9 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG OR (01/14) e. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following: When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or"suit" if any other insurer has a duty to defend the insured against that claim or"suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. O. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee"for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. II. DEFINITION For the purpose of this endorsement, SECTION V—DEFINITIONS is amended to include the following additional definition: A. "Damages" mean a monetary: 1. Judgment; 2. Award; or 3. Settlement, But does not include fines, sanctions, penalties, statutory "damages", or the multiplied portion of any"damages", including any and all sums as to which the insured may be found liable to a governmental entity based upon alleged violations of statutes, rules, regulations or ordinances. Page 10 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. Purchase Order• Fiscal Year 2020 Page: 1 of: 1 ,/Ma 9 B City of Ashland °- ATTN: Accounts Payable Purchase L 20 E. Main L Ashland, OR 97520 Order# 20200035 T Phone: 541/552-2010 O Email: payable @ashland.or.us V H C/O Facilities Maintenance Div E SENTINEL TECHNOLOGY LLC I 90 North Mountain Ave N 562 PARSONS DR. STE 108 p Ashland, OR 97520 D MEDFORD, OR 97501 Phone: 541/488-5358 O T Fax: 541/552-2304 0 _- David Arnold 07/09/2019 4355 FOB ASHLAND OR/NET30 Cit Accounts Pa able Fire Alarm Testing & Maint 1 Fire alarm repair and maintenance for FY 20 1 $4,995.0000 $4,995.00 Project Account: GL SUMMARY * ************ 082400 -602400 $4,995.00 By C -04,14 Date: 7 j t / i Authorized Signature , F- = $4 995.00 FORM #3 CITY OF ASHLAND REQUISITION 0,, (9 O request: 7/1/19 ( Required date for delivery: Vendor Name Sentinel Technology LLC Address, City, State,Zip 562 Parsons Drive, Suite 108, Medford, OR 97501 Contact Name &Telephone Number Enita Geiger 541-779-6515 Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization Date approved by Council: ❑ Written quote or proposal attached ❑ AMC 2.50 ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than$5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon Ni-Direct Award Date approved by Council: Contract# ❑ Verbal/Written quote(s)or proposal(s) ❑ State of Washington Contract# Intermediate Procurement ❑ Sole Source ❑ Other government agency contract GOODS&SERVICES '❑ Applicable Form(#5,6,7 or 8) Agency $5,000 to$100,000 ❑ Written quote or proposal attached Contract# ❑ (3)Written quotes and solicitation ❑ Form#4, Personal Services$5K to$75K Intergovernmental Agreement attached ❑ Special Procurement El Agency PERSONAL SERVICES El Form#9, Request for Approval Date original contract approved by Council: $5,000 to$75,000 (Date) ❑ Less than$35,000,by direct ❑ Written quote or proposal attached appointment Date approved by Council: ❑ (3)Written proposals/written solicitation ❑ Form#4,Personal Services$5K to$75K Valid until: (Date) Description of SERVICES Total Cost Fire alarm repair, testin g and maintenance for FY20 $ 4,995.00 Item# Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ® Per attached quote/proposal Project Number - Account Number 082400-602400 *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 certi. a 'the City's public contracting requirements have been satisfied. Employee Signature: �"", iii, Department Head Signature: — I. (Equal to or greater than$5,000) City Administrator: (Equal to or greater than$25,000) Funds appropriated for current fiscal year: YES / NO Finance Director-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition