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HomeMy WebLinkAbout2022-035 PO 20220327- Andritz Separation Inc CITY ECO r Purchase Order Fiscal Year 2022 Page: 1 of: 1 B Ci of Ashland � ATTN: Accounts Payable - Purchase L Ashland, OR 97520 Order#20 E. Main 20220327 T Phone: 541/552-2010 O Email: payable@ashland.or.us - V ANDRITZ SEPARATION INC H C/O Wastwater Treatment Plant E DEPT 0312 1195 Oak Street N PO OX 120312 p Ashland, OR 97520 R DALLAS, TX 75312-0312 Phone: 541/488-5348 O Fax: 541/552-2364 g[gl § �b4d':1 E!_a'aa_ (817)465-5611 David Gies j=.47-117Tw'_PitG.�; 04/20/2022 718 FOB ASHLAND OR/NET30 ga 7•a�'i;�s-��=-—. --== w—' —o_SevT v.•�. a = +._ ._ City Accounts Payable cq5i9-9.i = z" Rebuild Centrifuge Assembly 1 Repair and rebuild Centrifuge Rotating Assembly 1.0 $82,157.00 $82,157.00 Per attached Quotation#20758244 City of Ashland Contract for Repairs to WWTP Centrifuge Completion date: 06/30/2022 . . Project Account: *************** GL SUMMARY*************** 086100-602400 $82,157.00 • J 1 22- By; Date. horized >i••ature - '1—M7 z $82,157.00 . : _ I Dana Smith From: Cindy Hanks • Sent: • Monday,April 18, 2022 1:01 PM To: Dana Smith Subject: Andritzil ec uisittaiY'- review Dana, theys e,unds atith�stlrtte, . Thank You Cindy Hanks From: Dana Smith<dana.smith@ashland.or.us> : -- Sent: Monday,.April 18,2022 12:45 PM To:Cindy Hanks<cindy.hanks@ashland.or.us> Subject:Andritz Requisition-review • • Hi Cindy, Joe asked me to send this to you for review. You don't have to sign it, I know you do not have signing authority, but he wanted to confirm funds and have someone in Finance look it over since Alison is out this week. If it looks good budget wise,you can respond as such to this email, it that makes it easier for you. Let me know of any questions. Thank you. Dana Smith, Executive Assistant City of Ashland Legal Department 20 East Main Street,Ashland,OR 97520 541-552-2107 l TTY 800-735-29001541-552-2092 fax This electronic transmission contains PRIVILEGED AND CONFIDENTIAL information and is intended only for the use of the addressee(s) named above. If the reader of this message is not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient(s), please note that any dissemination, use,distribution or copying of this communication is strictly prohibited. • 1 • Y' , •� � ce'///7 , JIFORM#3 I . ir � ' CI1TV 0 I ; .i..... -,,.-.......-_,..- _ ...;.,.- .:.."0.: 7___ ,_,,, ,7__.--7 RIEGR]DBDTf©ftl Date of request: Required date for delivery: y a Vendor Name Ad.., 74...2cc /,e?717 evi1 Address,City,State,Zip Contact Name&Telephone Number Email address - SOLDGICIlit9IM METHOD - I ❑ Exempt from Competitive Bidding 0 invitation to Bid • ID Reason for exemption: _` Date approved by Council: ❑ F r m#13, ❑ AMC 2.50 ❑ Fam#43Written findings and Authorization —(Attach copy of council communication) 0Written quote or proposal attached ❑ Written quote or proposal attached �(If council approval required,attach'copy of CC) ❑ Small Procurement 0 Requestfor Proposal Not exceeding$5,000 Date approved by Council: State of Procurement ❑ Direct Award 0 State of Oregon ❑ Direct Award or ra osai s (Attach copy of council communication) Contract# bid(s) p p () 0 Request for Qualifications(Public Works) 0 State of Washington Dale approved by Council: • Contract# Attach co I of council communication 0 Other government agency contract intermediate Procurement 0 Sole Source GOODS&SERVICES Agency Greaterthan$5,000 and less than$90p,00p 0 Applicable Form(115,6,7 orb) Contract# . ❑ (3)Written bids&solicitation attached 0 Written quote or proposal attached intergovernmental Agreement • DI Form s Personal Services v�5K to$75K Agency . , PERSONAL SERVICES $75,000 Date approved by Council: • •❑ Annual cost to City does not exceed$25,000. Greater❑ n $,000 and lessy than 75 00o Valid until: • (Date) Agreement approved by Legal and approved/signed by ❑ Less(3) than 3,000,proposals&dirsolect ion ntmened ❑ Simla'Procurement; City Administrator.AMO2.50.070(4) . ❑ Form#4,Personal Services$5K to$75K usi Forrn#9,Request forApproval ❑ Annual cost to City exceeds$25,000,Council Igi Written quote or proposelattached approval required.(Attach copy of council communication) Date approved h Council: i-3/5 Valid until: - o--,. Dale • ©osc nett®0u of SLsff<tQ90 ES Adie •'Soo eoe, • - eeipoli A�j A41 7129 ClemG L. / `uot mli Cost • :"20 c2sse-wi i, fittem# Quantity Mat Bos;oeiipgion of MAT[EGU6t,Lt,S Unit Pence 'irotiati Cost I • 1:1 Per attached quote/proposal • 1 TOTAL COST i l;i ba -- _ Accoirrii i�ltimbGr ao.zoo., eWyclo $ Project .::t it Account iq umbn .. Account Numbar • • 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT ?li'er,,',,'in(,dll:?t`.Qf:?tit)ii with C'e1J r fi'E+i? „i.':7 3:Lti'fi all/7:11'611m m, -? , n S.riarare i irvilasas By signing this requis'an form,l cert' t the City's contracting �lT Director '"—NW�•Siip-poft-Yes/1I1n ' / �' public requirements have been satisfied. Employee: d%1�rdY ,(, Department �►�� • 411,4Z1- Employee: (t zZ Head: _�,4 I Department Manager/Supervisor: �� '. " • City •n.'ern ;• �[ti•7"ii - y` I-ran$5,00p). 11 i"L'ri; p'rff::;,7figr.1.'•:',;'.OlifTS'at final i Sat / /'i.7 ,'/L (Equal t re tha p COJ7wiarti�. !til n.,,ult.. a to aryest.r mar.S5.000) Date• ' — . Penn#3-Requisition V City of Ashland Contract for Repairs to VWVTP Centrifuge CONTRACTOR:Andritz Separation Inc. CONTACT: Charles Baines CITY OF ASH LAND ADDRESS: P.O. Box 120312 20 East Main Street Dallas, TX 75312-0312 Ashland, Oregon 97520 Telephone: 541/488-5587 TELEPHONE: 903-856-0445 Fax: 541/488-6006 FAX: 817-468-3961 EMAIL: Charles.Baines@andritz.com EFFECTIVE DATE: April 1, 2022 COMPLETION DATE: June 30, 2022 COMPENSATION: As set forth in Exhibit C,which is attached hereto and incorporated by this reference. Compensation paid to Contractor by the City shall not exceed$82,157.00(eighty two thousand one hundred fifty seven U.S. dollars and zero cents). • GOODS AND SERVICES TO BE PROVIDED: Repairs to Centrifuge#1 at WVVTP as set forth in Exhibit C. NOW THEREFORE,pursuant to AMC 2.50.090 and in consideration of the mutual covenants contained herein,the CITY OF ASHLAND, AN OREGON MUNICIPAL CORPORATION (hereinafter "City") and ANDRITZ SEPARATION, INC. (hereinafter"Contractor")agree as follows: 1. All Costs by Contractor: Contractor shall provide all goods as specified herein and shall, at its own risk and expense, perform any and all work described herein 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 workman-like manner. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications set forth in this contract, 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 set forth 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 Contractor's invoice is received by the City. Should the contract be prematurely terminated, payments will be made for work completed and accepted to the date of termination. 5. Ownership of Documents:Contractor maintains all of its proprietary rights related to its products and manufacturing processes,including all product components and preexisting product designs. Contractor hereby grants City a perpetual, non-exclusive, non-transferable,fully paid-up, royalty-free, license to use Contractor's confidential and intellectual properly in connection with the City-owned.portion of the Goods and/or Services for its specified purpose at the City facility for which such Goods and/or Services were originally purchased under this Agreement. City owns all tangible and Intellectual property rights in any goods,equipment(including the Equipment), apparatus,documents, drawings, computer software and artwork which City provides to Contractor. 6. Statutory Requirements: ORS 2798.220,279B.225,279B.230,2796.235, 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$22,310.46 or more, Contractor is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defined in that chapter,to all employees performing work under this contract and to any subcontractor who performs 50%or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification:Contractor agrees to defend and indemnify City, its officers, employees,and agents from and against anythird-party claim for bodilyinjuryor damage to tangible property("Loss")arisingin connection with the 9 p Y 9 9 P p Y Products or the Services provided by Contractor hereunder, but only to the extent such Loss has been caused by the negligence,willful misconduct or other legal fault("Fault")of Contractor.City shall promptly tender the defense of any such third-party claim to Contractor. Contractor shall be entitled to control the defense and resolution of such claim, provided that City shall be entitled to be represented in the matter by counsel of its choosing at City's sole expense. Where such Loss results from the Fault of both Contractor and City ora third party,then Contractor's defense and Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs -. Page 1 of 7 indemnity obligation shall be limited to the proportion of the Loss that Contractor's Fault bears to the total Fault. 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 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. In the event of an unexcused late delivery and after one week grace period,the Contractor shall pay to the City 1%of the contract price as liquidated damages, and not as a penalty,for each full week late.The City agrees that any such liquidated damage paid by Contractor shall be City's sole remedy in the event of late delivery. In no event shall the liquidated damage total assessment exceed 5%of the contract price. Contractor shall not be liable for any loss or delay due to force majeure,acts of the City,or other causes beyond the reasonable control of Contractor. In the event of any such delay in performance due to such causes,the date of delivery or performance shall be deferred for a period equal to the time lost by the reason of the delay. Upon exceeding liquidated damages cap, City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection(d) are not exclusive and are in • addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination(regardless whether such notice is given pursuant to subsections a,b, c or d of this section,Contractor shall immediately cease all activities under this contract,unless expressly directed otherwise by.City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information,works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification:The undersigned certifies that the undersigned Contractor has not discriminated against minority,women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. 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. 13. 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. 14. 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 this Contract; 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 Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 2 of 7 attempts to assign rights in,or delegate duties under,the Contract.' 15. Insurance. Contractor shall,at its own expense, provide the following insurance: a. Worker's Compensation in compliance with the insurance laws of the jurisdiction where the work is to be performed. b. General Liability insurance with a combined single limit,or the equivalent of$2,000,000(two million dollars)for each occurrence for Bodily Injury and Property Damage. c. Automobile Liability insurance with a combined single limit;or the equivalent, of$1000000(one million dollars)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 include 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 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. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. 16..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. 17. 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. 18. 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. 19. 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. 20. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by this reference. . 21. Contractor's Compliance with Oregon tax laws: Contractor represents and warrants to the City that: A. Contractor shall,throughout the term of this Contract,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 Contractor;and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. B. Contractor, for a period of no fewer than six(6)calendar years preceding the Effective Date of this Contract, has faithfully complied with: Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 3 of 7 (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 Contractor;and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. C. Contractor'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 Contract. Further, any violation of Contractor's warranty, as set forth in this Article 22, shall constitute a material breach of this Contract. Any material breach of this Contract shall entitle the City to terminate this Contract and to seek damages and any other relief available under this Agreement,at law,or in equity. D. Any Goods delivered to the City under this Contract shall be provided to the City free and clear of any and all restrictions on or conditions of its use, transfer, modification, or assignment, and shall be free and clear of any and all liens,claims,mortgages, security interests, liabilities,charges, and encumbrances of any kind. 22. Warranty: (a) Products Warranty. (i) New Equipment Warranty. In the case of the purchase of new equipment the Contractor warrants to the City that the new equipment manufactured by it will be delivered free from defects in material and workmanship. This warranty shall commence upon delivery of the new equipment to the City and shall expire on the earlier to occur of 12 months from initial operation of the new equipment and 18 months from delivery thereof (the "Warranty Period"). (ii) Parts and Used or Reconditioned Machinery or Equipment Warranty. In the case of parts or used or reconditioned machinery or equipment, and unless otherwise indicated, Contractor warrants to the City that the parts or the used or reconditioned machinery or equipment manufactured by it will be delivered free from defects in material and workmanship. This warranty shall commence upon delivery of the parts or the used or reconditioned machinery or equipment to the buyer and shall expire 6 months from delivery thereof (the "Warranty Period"). (iii) If during the Warranty Period the City discovers a defect in material or workmanship of a Product and gives Contractor written notice thereof within 10 days of such discovery, Contractor will, at its option, either deliver to the City, on the same terms as the original delivery was made, according to INCOTERMS 2010, a replacement part or repair the defect in place.Any repair or replacement part furnished pursuant to this warranty are warranted against defects in material and workmanship for one period of 12 months for 22(a)(i)or 6 months for 22(a)(ii)from completion of such repair or replacement,with no further extension. Contractor will have no warranty obligations for the Products under this Paragraph 22(a): (i) if the Products have not been stored, installed, operated and maintained in accordance with generally approved industry practice and with Contractor's specific written instructions; (ii) if the Products are used in connection with any mixture or substance or operating condition other than that for which they were designed; (iii) if the City fails to give Contractor such written 10 day notice; (iv) if the Products are repaired by someone other than Contractor or have been intentionally or accidentally damaged; (v) for corrosion, erosion, ordinary wear and tear or in respect of any parts which by their nature are exposed to severe wear and tear or are considered expendable; or(vi)for expenses incurred for work in connection with the removal of the defective articles and reinstallation following repair or replacement. (b) Services Warranty. Contractor warrants to the City that the Services performed will be free from defects in workmanship and will conform to any mutually agreed upon specifications. If any failure to meet this warranty appears within 12 months from the date of completion of the Services, on the condition that Contractor be promptly notified in writing thereof, Contractor as its sole obligation for breach of this warranty will correct the failure by re-performing any defective portion of the Services furnished. Contractor does not warrant the accuracy of, or performance results of, any conclusions or recommendations provided, nor that any desired objective will result from the Service provided and Contractor shall not be liable for any loss of use or any production losses whatsoever. (c)Contractor further warrants to the City that at delivery,the Products manufactured by it will be free of any liens or encumbrances. If there are any such liens or encumbrances, Contractor will cause them to be discharged promptly after notification from the City of their existence. (d) THE EXPRESS WARRANTIES CONTRACTOR MAKES IN THIS PARAGRAPH 22 ARE THE ONLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES, WHETHER STATUTORY, ORAL, EXPRESS OR IMPLIED. IN PARTICULAR, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (e) The remedies provided in Paragraphs 22(a), 22(b) and 22(c) are the City's exclusive remedy for breach of warranty. Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 4 of 7 23. Limitation of Liability: Notwithstanding any other provision in this Agreement,the following limitations of liability shall apply: 1 � 1. In no event,whether based on contract,tort(including negligence),strict liability or otherwise,shall Contractor, its officers, directors, employees, subcontractors, suppliers or affiliated companies be liable to the City or any third party for loss of profits, revenue or business opportunity, loss by reason of shutdown of facilities or inability to operateany facility at full capacity, or cost of obtaining other means for performing the functions performed by the Products, loss of future contracts, claims of customers, cost of money or loss of use of capital, in each case whether or not foreseeable, or for any indirect, special, or consequential damages of any nature resulting from, arising out of or connected with the Products, Services, or this Agreement or from the performance or breach hereof. 2. Except for Contractor's indernnification'of third-party claims for bodily injury or damage•to tangible property • arising out of Contractor's negligence, the aggregate liability of Contractor, its officers, directors, employees, subcontractors, suppliers or affiliated companies, for all claims of any kind for any loss, damage, or expense resulting from, arising out of or connected with the Products,Services or this Agreement or from the performance or breach hereof, together with the cost of performing make good obligations to pass performance tests, if applicable,shall in no event exceed$50,000.00. 3. The limitations and exclusions of liability set forth in this Section 23 shall take precedence over any other provision of this Agreement and shall apply whether the claim of liability is based on contract, warranty, tort (including negligence), strict liability, indemnity, or otherwise. The remedies provided in this Agreement are the City's exclusive remedies. ! I 4. All liability of Contractor, its officers, directors, employees, subcontractors, suppliers or affiliated companies, resulting from,arising out of or connected with the Products,Services or this Agreement or from the performance or breach hereof shall terminate on the third anniversary of the date of this Agreement. . � 1 i { { CONTRACT R: CITY OF ASHLAND: BY - By `704/9 Signature ! gay/Manager Robert King I Printed Name Joseph.L. Lessard VP Operations //$4-7 Title / /Date 04/18/2022 Date 7.7 Purchase Order No. j W-9 One copy of a W-9 is to be submitted with• I the signed contract. Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 5 of 7 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, it is an independent Contractor as defined in the contract documents, it is authorized to do business in Oregon, it is authorized to act on behalf of the City, and Contractor has checked four or more of the following criteria that apply to its business. RK (1) I 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. RK (2) Commercial advertising or business cards or a trade association membership are purchased for the business. RK (3) Telephone listing is used for the business separate from the personal residence listing. RK (4) Labor or services are performed only pursuant to written contracts. RK (5) Labor or services are performed for two or more different persons within a period of one year. RK (6) I 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. 04/18/2022 Contractor • (Date) Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 6 of 7 . , CITY OF ASHLAND , OREGON EXHIBIT B City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin• wa•e. $15.96 per hour effective June 30, 2021 =, (Increases annually every June 30 by the Consumer Price Index) Employees must be paid a portion of business of their 401K and IRS eligible living wage: employer,if the employer has cafeteria plans(including ten or more employees,and childcare)benefits to the has received financial amount of wages received by assistance for the project or the employee. > For all hours worked under a business from the City of service contract between their Ashland in excess of > Note:"Employee"does not employer and the City of $22,310.46. include temporary or part-time Ashland if the contract employees hired for less than exceeds$22,310.46 or more. > If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more > For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50%or more of the > In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care,retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street,Ashland,OR 97520 or visit the city's website at www.ashland.or.us, Notice to Employers:This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 7 of 7 • L QUOTATION Customer:127936 Supplier: Andritz Separation Inc. City of Ashland Contact: Zachary Hanson City Hall Phone: +1 817 375 4474 20 E.Main St. Fax: +19039563498 Ashland OR 97520 E-mail: zachary.hanson@andritz.com Contact: Date: 03/21/2022 Fax: Copy to: Sales BAINES,CHARLES Your inquiry: NOT YET Responsible: Our quote no: 20758244 Ladies and Gentlemen, We thank you for your inquiry and are pleased to quote as follows: 1. Scope of supply ANDRITZ JOB#1195 (2)D5LL CENTRIFUGE SERIAL#D5LLC30CHP-0234&-0235 Item Product ID No. S/Wk Quantity Unit Unit Price Amount 10 REPAIR ASHLAND 301358820 1 PC 74,657.00 74,657.00 D5LL • SN 3360 OLD JOB 1195 • Items total 74,657.00 Freight 7,500.00 Total Amount USD 82,157.00 •S=Spare Parts,W=Wear Parts Technical contact: Ray Potter/Phone:+1 817 419 1788/ray.potter@andritz.com Terms and Conditions • • • F; , :t. r V. • Our quote no: 20758244 2. Delivery Time: • after receipt of order and any clarifications. • 3. Terms of delivery: Our terms of delivery are FCA ORIGIN,according to INCOTERMS 2020. • 4. Terms of Payment: Within 30 days Due net (1%default interest per month for delayed payment). • • 5. Validity of quotation: This quotation Is valid to 06/30/2022. • Other Terms: 6. 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