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HomeMy WebLinkAbout2023-195 PO 20240125- Day Wireless Systems PrAll • ER Purchase Order MIS CITY 2007Fiscal Year 2024 Page: 1 of: I li_ Iff1SIROIN WM BERM&SiMPREARIONYALI1- 7: icS Wibi 0-141 N Gi B City of Ashland - I ATTN: Accounts Payable • 20 E. Main Purchase L 20240125 Ashland, OR 97520 Order# T Phone: 541/552-2010 O Email: payable@ashland.or.us V H C/O Fleet/Shop Division E DAY WIRELESS SYSTEMS 90 North Mountain Ave N PO BOX 22169 p Ashland, OR 97520 O MILWAUKIE, OR 97269 Phone: 541/488-5358 RoT Fax: 541/552-2304 --ffte-TildicWATONEW(TatibTOIMWM. (541) 772-5602 Michael Morrison – _ FOR #3 M CITY OF A request fora P rcl se Order 61 �p ASHLAND ( ' REQUISITION IBA off r-•lest: 10/19/2023 Required date for delivery: 6/30/2023 Vendor Name flay vviralaga Address,City,State,Zip 2240 Judson Street SE,Salem Or 97302 Contact Name&Telephone Number Todd Cox 503 581-2932 Email address Tcox@daywireless.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: 0 Invitation to Bid 0 Form#13,,Written findings and Authorization ❑ .AMC 2.50 Date approved by Council: 0 Written quote or proposal attached ❑ Written quote or proposal attached (Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 • Date approved by Council: 0 State of Oregon ❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written bid(s)or proposal(s) 0 Request for Qualifications(Public Works). 0 State of Washington Date approved by Council: Contract# Attach col of council communication ® Other government agency contract Intermediate Procurement 0 Sole Source Agency _ City of Portland GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract# 31001980 Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: (_Date) Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment 0 Special Procurement City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached 0 Form#9,Request for Approval . 0 Annual cost to City exceeds$25,000,Council • ❑ Form#4,Personal Services$5K to$75K 0 Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: Valid until: (Dafe) Description of SERVICES ( p( / -.P� ; TOTAL COST Upfitting of four police vehicles per the attached quotes. Quote#Q033468(2 2023 Chevy Tahoes), Quote#Q043934(1 Ford 2023 Ford PIU),Quote#Q043933(2023 Ford PIU Black) ' .; ( (/e q /1. (, , . . $77,289:55 Item # Quantity Unit Description ofMATERIALSUnit Price Total Cost ® Per attached quote/proposal TOTAL COST Project Number _ _ _ Account Number 0081000.703000 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: 6% G Department Head: (,E a to r greater than$5,000) Department Manager/Supervisor: City Manager: i f ii (Greater than$35,000) 1 p Funds appropriated for current fiscal year: / NO VDp Finance Director-(Eq it or greater than$5,000) Date r Comments: Form#3-Reauisition . e m.0 • • TO: City Manager FROM: Mike Morrison, Public Works Deputy Director DATE: 10/31/2023 RE: City Manager Signature Needed for Police Vehicle Upfitting Contract Background: This is a contract to allow Day Wireless to upfit four of our police vehicles. We're utilizing a City of Portland contract to ensure the lowest possible pricing. We have used Day Wireless in the past and they have provided good service. There are only a couple upfitting companies in Oregon so it is likely we will use them again in the future. Council Action: N/A. Other Relevant Information: Signatures needed on the Requisition form and the Goods and Services agreement. Insurance waived or reduced?No Who to return to ifdifferent from sender? • Are all other signatures required collected?Yes Are all attachments listed included?Yes CITY OF ASHLAND 20 East Main Street Tel:541-488-6002 Ashland,Oregon 97520 Fax:541-488-5311 www.ashland.or.us TTY: 800-735-2900 pros • If no,please include all attachments before sending to the City Manager. • CITY OF ASHLAND 20 East Main Street Tel:541-488-6002 Ashland,Oregon 97520 Fax:541-488-5311 www.ashland.or.us TTY: 800-735-2900 _GOODS AND SERVICES AGREEMENT (GREATER THAN $35,000) • CONTRACTOR: Day Wireless Systems CITY O F CONTACT: Todd Cox,Business Development Manager S H LAN D ADDRESS: 2240 Judson Street SE 20 East Main Street Salem,Or 97302 Ashland,Oregon 97520 Telephone: 541/488-5587 PHONE: (503) 581-2932 Fax: 541/488-6006 EMAIL: tcox@daywirelss.com This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter"City") and Day Wireless Systems, (a domestic business corporation) (hereinafter "Contractor"), for upfitting of emergency lighting and equipment for four police vehicles. 1. CONTRACTOR'S OBLIGATIONS 1.1 Provide upfitting for emergency vehicles in accordance to Portland's price agreement for services for vehicle upfitting contract number 31001980, as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Contractor 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 goodsand services defined and described in the"SUPPORTING DOCUMENTS"shall hereinafter be collectively referred to as "Work." 1.2 Contractor 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; and • • Workers' Compensation. ' 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; Page 1.of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems • Contractor shall immediately notify the City of any change in insurance coverage. • " Contractor 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. J ' 1.3 Contractor shall, at its own expense, maintain Worker's Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide workers' co hpensation coverage for all of its subject workers. As evidence of the insurance required by this Agreement, the Contractor shall furnish an acceptable insurance certificate prior to commencing any Work. 1.4 Contractor 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 Contractor. Contractor agrees to comply with all applicable requirements of.federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor 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 Contractor 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 Contractors of the Contractor's obligations -under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. " 1.6 Living Wage Requirements: If the amount of this Agreement is $25,335.05 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 Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Contractor is also required to post the notice attached hereto as "Exhibit A"predominantly in areas where it will be seen by all employees. 2. CITY'S OBLIGATIONS . V 2.1_ City shall pay Contractor the sum of$77,289.55 as provide d herein asfull compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Contractor's total of all compensation and reimbursement under this Agreement exceed the sum of$77,289.55 without express,written approval from the City official whose signature appears below, or such official's successor in office. Contractor 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. Contractor further acknowledges that any Work delivered or expenses incurred'without authorization as provided herein is done at Contractor'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 Contractor and is free to procure similar types of goods and services from other Contractors in its sole discretion. 3.2 Contractor is an independent contractor and not an employee or agent of the City for any purpose. Page 2 of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems 3.3 Contractor is not entitled to,and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. 3.4 Contractor shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the 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 the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 3.5 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. 3.6 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.7 The following laws of the State.of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 3.8 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. 3.9 Contractor 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 Contractor or its officers, employees, contractors, or agents under this Agreement. 3.10 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. 3.11 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 Contractor and the City set forth in this Agreement. 3.12 Deliveries will be F.O.B destination. Contractor shall pay all transportation and handling charges for the Goods. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Contractor remains liable for latent defects, fraud, and warranties. 3.13 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated.If Contractor does not cure any defects within a'reasonable time, the City may reject the Goods and cancel this Page 3 of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.14 Contractor represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor,,material and manufacture. Contractor shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS 4.1 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 Contractor's complete written quotes (4) dated 8/2/2023. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the. SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order listed in Article 4.1. 5. REMEDIES 5.1 In the event Contractor is in default of this Agreement, City may, at it's 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 Contractor 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 Contractor for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Contractor exceed the amount due, Contractor shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERNIINATION 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, 2024, unless sooner terminated as provided in Subsection 6.2. - 6.2 Termination • 6.2.1 The City and Contractor 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. Page 4 of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems r • 7. NOTICE . Whenever noticeis required or permittedto 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—Public Works Department Attn: Mike Morrison 20 E.Main Street Ashland, Oregon 97520 Phone: (541) 552-2325'• , With a copy to: • City of Ashland—Legal Department 20.E. Main Street Ashland, Oregon 97520 - Phone: (541)488-5350 • If to Contractor: Day"Wireless Systems Attn: Todd Cox 2240 Judson Street SE Salem, Oregon 97302 - 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. CONTRACTOR'S COMPLIANCE WITH TAX LAWS 9.1 Contractor represents and warrants to the City that: 9.1.1 Contractor 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 Contractor; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Contractor, 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 3.16,317, 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. Page 5 of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems 9.2 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 Agreement. Further, any violation of Contractor'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,AS ' AND: Day Wireless Systems (CONTRACTOR): By: ,r', By: Joseph L. Lessard, City Manager Signature J ,ia cL Tabitha Studebaker . Printed Name Printed Name II /i /70 23 Director of Contracts Date Title • 10/26/2023 Date Purchase Order No. v• ` (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: — City Attorney • Coal / 3 Date - • • Page 6 of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems EXHIBIT A CITY OF ASHLAND, ,OREGOiiN, City of Ashian o' ' LIVING ALL employers desaihed WAGE below must comply with City of Ashland laws regulating payment of a living wage- S18.12 per hour, effective Jun 30m 2023. • / The Living Wage is adjusted annually even! June 30 by the Consumer PriOe Index. Employees must be paid a 'dim ofthe lbusinem of of health care,retirement, Ciwi iv wage: their emp➢otrer,if the 401K,and IRS eigb]e employer has ten or more cafeteria plans f raclucfing employees,and has retired childcare)benefits to the financial For ail hours workWider a assistance for the employees amount of We;se. service contract between heir or mjed mess from the aloye�and the City of City of khlaed over Note: For temporary and Addend if tete contract $25.335_65; et me employ ,theLivin exceeds 145,335.115 or more. g!Nage of not apply If th&r employer is the city of to the first 1040 hours worked Far ail borers workin a Ashland,it t 1n the Parks in any calendar year. For mo a, the employee Recreation Department rime seta ,please see spends °�or more of tie. ldan�Municipal Code employees time in that month P In calculating the living wage, Sedan 312.020. v � a pro�eot or add, For additional information: Call the Ashland City Manaaei s office at 1-488-6002 or mite to&e Cir Manager, , City Hall,20 East Main Street,Ashland,CR p7520,or visit the Citys website at www.ashlanci.or.us. Notice to Employers: This notice most be pfd in amas where Ram be sou by all employ . CITY OF ASHLAND Page 7 of 6: Goods and Services Agreement between the City of Ashland and Day Wireless Systems ,,, Quotation# Q033468 Page 1 of 4 DitY® Date 08/07/2023 WIRELESS SYSTEMS Terms NET30-GOV Expires 10/31/2023 Day Wireless Systems Representative. Todd Cox 2240 Judson Street SE Direct Phone (541)797-3085 Salem OR 97302 E-Mail tcox@daywireless.com United States Shop Phone (503)581-2932. Customer Contact Wes Hoadley Contact Phone (541)552-2355 Project Name Ashland PD 2022 Tahoe Bill To Ship To Ashland,City of Ashland,City of 20 E Main St 20 E Main St Ashland OR 97520-1850 Ashland OR 97520-1850 United States United States Quantity Description Rate Amount 2023 Tahoe(2) Customer will provide AXON video system,Modem,APX Radio, Toughbook,MDC Docking Station, Spike Strip Mounting Kit,Verify Antenna Configuration ***Vehicle Power*** 1 Ch27,with Smart Start timer and 20 foot outputs 715.00 715.00 1 Tahoe Under seat bracket for 21+model year 0.00 0.00 ***Roof Mounted Lightbar and Siren Package*** 1 Legacy,WCX Series DUO LED lightbar 3,380.00 3,380.00 1 vehicle specific mounting kit for 2023 Tahoe 0.00 0.00 1 CenCom CORE w/CANport ODB II interface 0.00 0.00 1 WHELEN OBD CABLE 0.00 0.00 1 Vehicle to vehicle sync module 264.00 264.00 1 WHELEN WeCanX 16 OUTPUT EXPANSION MODULE 207.75 207.75 1 Siren Amplifier with Two Speakers,Optional Vehicle Specific Mounting 673.50 673.50 Brackets,No Charge When Purchased with Howler System Pait##CHOWLER 1 WCX external siren amplifier 267.75 267.75 Part#CEXAMP,WCX 1 WHELEN 31 SER SIREN SPKR**MUST SPECIFY BRACKET** 171.25 171.25 1 UNIVERSAL SIREN SPKR BRACKET 0.00 0.00 1 9°1. ® . 14). a We will send up 2 Arges setups 561.75 561.75 1 ,,urges grtroi Hread w7,gai1.1Vlount 250.50 250.50 1 ft_,ges mounting orac et:_ or a wei si•e 68.00 68.00 ***Front of Vehicle Lighting and Push Bumper*** *Wire factory fog lights,headlight flashers and mirror warning lights 1 PB450L4 ALUM.PUSH BUMPER WITH FENDER WRAPS 939.96 939.96 sx Q Quotation# Q033468 Page 2 of 4 DAYS Date 08/07/2023 WIRELESS SYSTEMS Day Wireless Systems 2240 Judson Street SE Salem OR 97302 United States Quantity Description Rate Amount 1 PB9 PB400 ALUM.FENDER WRAPS 553.56 553.56 Bumper should have front and side TRIO ions to match PIU ***Side&Rear Lighting***. 1 Super LED Universal LiightRED 126.00 126.00 i*Upper rear driver side windowl TRIO red/white/blue to match PIU buil i 1 uper p lnivers. ge :� 1 _ 126.00 126.00. *Upper rear pass side window' 1e en` ear Window Inner Edge SOLO Red/B'lu 1,064.80 1,064.80 CJ red% Samber, blueTamber with traffic advisor 2 u powerO ' ascia ng h t w tui 'count, 8"hard wire w/sync option,SAF 113.00 226.00 lass 1&CA Title 13,9-32 Vdc,Black Housing, 12 LED,Dual Color J ed/Blu' *Bottom o rear ;lab; Should be TRIO T-Ions to match PIU build ***Shore Power*** 1 Auto Eject-AC 2000, 12V,PLC 858.50 858.50 1 Super 20 Auto Eject(WHITE) 350.30 350.30 ***Officer Area*** 1 STANDARD 9"WIDE MEDIUM ANGLED 22"VEHICLE-SPECIFIC 624.00 624.00 CONSOLE FOR 2021-2022 CHEVROLET TAHOE 1 UNIVERSAL SWING ARM COMPUTER MOUNT 293.60 293.60 Part#C-MD-112 1 Dome Light 61.00 61.00 1 HAVIS CONSOLE MT TELESCOPINGPOLE 184.00 184.00 Part#C-HDM-204 • 1 SELF ADJUSTING DUAL CUP HOLDER 53.60 53.60 1 USB and 12Volt Outlet Face Plate 12.50 12.50 2 12V power supply light adapter 9.59 19.18 1 Dual USB QC30.Blk Red Vlt DSP 29.91 29.91 1 Airbag switch-Front passenger 246.40 246.40 1 Universal side curtain airbag switch 302.40 302.40 1 1-Piece Equipment Mounting Bracket,4"Mounting Space,Fits Motorola 0.00 0.00 XTL2500,XTL5000-05,APX-7500, Part#C-EB40-XTL-1P , 0; Quotation# Q033468 Page 3 of 4 WI YANK Date 08/07/2023 WIRELESS SYSTEMS • . Day.Wireless Systems 2240 Judson Street SE Salem OR 97302 United.States Quantity Description Rate Amount *included in console purchase 1 Whelen Controller Face Plate*Fits Whelen Cencom CCSRN,CCSRNTA, 0.00 0.00. MPC03 1 ARGES EQUIPMENT CONSOLE 4-INCH BRACKET 0.00 0.00 1 1 FILLER CONSOLE PLATE 0.00 0.00 1 FILLER PLATE 1/2" 0.00 0.00 1 1"FILLER CONSOLE PLATE 0.00 0.00 1 2"FILLER PLATE CONSOLE 0.00 ` 0.00 2 Magnetic Mic Single Unit 39.00 78.00 • 1 Dual T-Rail Mount 1 Small with Handcuff Key Override 1 1082E Blac-Rac, 805.56 805.56 Trigger Guard and Receiver ***Prisoner Transport Equipment*** *factory installed door panels 1 #12 COATED POLY W/REPLACEMENT SEAT WITH CENTER PULL 1,313.55 1,313.55 SEAT BELTS.21-22 TAHOE 1 WINDOW BARRIER VS STEEL HORIZONTAL 21-21 TAHOE FILTS ALL 251.21 251.21 DOOR PANELS 1 Door Panel TPO PLASTIC 267.96 267.96 1 5"X3"Interior LED 45.00 45.00 ***Rear Cargo Area*** ' • 1 CARGO BOX-DSC Drawer Sliding Combination Lock-BSC Base Sliding 1,679.16 1,679.16 Drawer with Combination Lock 21-23 TAHOE 1 Cargo Radio tray 327.59 327.59 1 Dome Light-mount to rear hatch . 61.00, 61.00 ***Communication Equipment*** *Verify antenna configuration 1 APX8500 Sharkee w/Tri-bandWhip 401.23 401.23 ***Shipping,Shop Supplies and Labor*** 1 Shipping 225.00 225.00 1 Shop Supplies . 125.00 125.00 • 1 0320 UPFITTING LABOR 6,400.00 6,400.00 `i' n, Quotation# Q033468 Page 4 of 4 DAY® Date 08/07/2023 ' WIRELESS SYSTEMS Day Wireless Systems 2240 Judson Street SE Salem OR 97302 United States Quantity Description Rate Amount *Quoted using the City of Salem Vehicle Upfitting Contract for both labor and equipment • Total $24,611.47 LEGAL NAME OF PURCHASER P.O.NUMBER AUTHORIZED SIGNATURE DATE By approving this quotation,the customer is agreeing to purchase the items listed in the quote.The customer will be invoiced for the items as they arrive at a DWS facility and is expected to pay according to the terms of the quote or Net30.If the customer cancels any part of the order,the equipment must be picked upfrom the DWS facility.Normally stocked items maybe returned for a 20%restocking fee,but non-stock items are not eligible for return and must be picked up and paid for in full at the DWS facility.Shipping and handling charges,as well as any applicable sales tax,may be included on the invoices.The terms of the order are subject to credit review.This quote is subject to review by management for completeness and accuracy,and prices are firm for 30 days unless otherwise stated.If paying by card the processing fee will be charged up to 3.5%of the transaction. *Customers should reference the quotation number on any correspondence or purchase orders.* *There may be a$25 charge for insufficient funds and a 1.5%late fee may apply.* Quotation# Q043934 Page l of 3 DAYDate 09/07/2023 WIRELESS SYSTEMS Terms NET30-GOV Expires 10/01/2023 Day Wireless Systems Representative Todd Cox 2240 Judson Street SE Direct Phone (541)797-3085 Salem OR 97302 E-Mail tcox@daywireless.com United States Shop Phone (503)581-2932 Customer Contact Wes Hoadley Contact Phone (541)522-2355 Project Name Ashland PD-Patrol 2023 PIU Bill To Ship To Ashland,City of Public Works 20 E Main St Ashland,City of Ashland OR 97520-1850 90 N Mountain Ave United States . Ashland OR 97520-2014 United States Quantity Description Rate Amount Ashland PD-2023 Ford PIU(White) • *vehicle does NOT have ford factory light package,in headlights *Customer will provide: - AXON video System -Setina prisoner seat w/hardware -Setina door panels -Setina push bumper -Setina storage box+cargo radio tray -Setina prisoner partition -Setina rear partition Setina window bars • Kussmal system -Whelen howler+mount -Whelen siren speaker -Whelen Legacy DUO WCX 48"lightbar. -Whelen WCX Core control box w/harness -Whelen WCX control point. -Havis center console -Whelen Vehicle to Vehicle Sync module+harness -Whelen expansion module -Whelen slide switch/knob controller -Shore power -Ford PIU overlay harness -Radar unit ' ' -Printer mount Vehicle Power 1 Ch27,with Smart Start timer and 20 foot outputs **MUST SPECIFY 733.33 . 733.33 BRACKET** 1 2020 Ford Interceptor SUV Mounts in covered compartment 0.00 0:00 Vehicle Perimeter Lighting,Push Bumper and Siren *vehicle has factory installed Whelen mirror lights • • 4 Whelen-ION Trio'Red/Blue/White - 184.80 739.20 *Mount in rear quarter window and rear hatch upper window - 2 Whelen-t-series Red/Blue 130.40 260.80 *Mount to bottom of rear hatch ' 5 12V 20/30 amp Spdt Relay 7.16 35,80 1 Relay Flash Mounting Bracket 30.00 ' 30.00 Ofcer Area • s,AQuotation# Q043934 Page 2 of 3 DAY. Date 09/07/2023 WIRELESS SYSTEMS Day Wireless Systems 2240 Judson Street SE Salem OR 97302 United States Quantity Description Rate Amount * customer will provide console,faceplates,dose to dash mount and;printer mount 1 ARGES EQUIPMENT CONSOLE 4-INCH BRACKET 29.60 29.60 2 Magnetic Mic Single Unit` 42.00 84.00 1 Dual USB QC30.B1kRed Vlt DSP.. ., 29.91 29.91 2 12V power supply light adapter 14.85 29.70 • 1 LED Dome Light,6"Round w/Red LED Night Light, 10-30v-White 0.00 0.00 • LEDs/White Lens 1 ARGES 5 DEGREE SPOTLIGHT 494.67 ,494.67 1 Arges Control Head w/Bail Mount 220.00 220.00 1 ARGES DRIVER SIDE FENDER BASE MOUNT FORD PIU 2020-21 70.67 70.67 1 Dual T Rail Mount 1 Small with•Handcuff Key Override 1 1082E Blac-Rac, 805.56 805.56 Trigger Guard and Receiver - Communication Equipment *Customer will provide APX radio and external speaker 1 SVS-Shark 3Add: Shark Antenna only 200.01 200.01 1 FLEXI 155MHz/U2/821MHz ANTELEMENT 81.14 81.14 Rear Cargo Area *customer will provide rear cargo storage,radio tray and Kussmaul shore power system Upfit Supplies,Labor and Shipping • 1 Misc Upfitting Supplies` 150.00'. 150.00 1 2111 UPFITTING LABOR 7,200.00 7,200.00 1 Shipping - _ 75.00 75.00 • n DAQuotation# Q043934 Page 3 of 3 Y-. ! Date 09/07/2023 WIRELESS SYSTEMS • Day Wireless Systems 2240 Judson Street SE Salem OR 97302 , United States • Quantity Description Rate Amount Total $11,269.39 LEGAL NAME OF PURCHASER j P.O.NUMBER AUTHORIZED SIGNATURE DATE By approving this quotation,the customer is agreeing to purchase the items listed in the quote.The customer will be invoiced for the items as they arrive at a DWS facility and is expected to pay according to the terms of the quote or Net30.If the customer cancels any part of the order,the equipment must be picked up from the DWS facility.Normally stocked items may be returned for a 20%restocking fee,but non-stock items are not eligible for return and must be picked up and paid for in full at the DWS facility.Shipping and handling charges,as well as any applicable sales tax,maybe included on the invoices.The terms of the order are subject to credit review.This quote is subject to review by management for completeness and accuracy,and prices are firm for 30 days unless otherwise stated.If paying by card the processing fee will be charged up to 3.5%of the transaction. *Customers should reference the quotation number on any correspondence or purchase orders.* *There may be a$25 charge for insufficient funds and a 1.5%late fee may apply.* • • s„ Quotation# Q043933 Page 1 of 3 DAY_. Date 08/02/2023 WIRELESS SYSTEMS • '-Terms NET30-GOV Expires 09/01/2023 • Day Wireless Systems Representative Todd Cox 2240 Judson Street SE Direct Phone (541)797-3085 Salem OR 97302 E-Mail tcox@daywireless.com. United States Shop Phone (503)581-2932 • Customer Contact Wes Hoadley Contact Phone (541)522-2355 Project Name Ashland PD-Deputy Chief 2... Bill To Ship To Ashland,City of Public Works' • 20 E Main St - Ashland,City of Ashland OR 97520-1850 • 90 N Mountain Ave • United States • Ashland OR 97520-2014 • United States • Quantity Description Rate Amount Ashland PD-2023 Ford PIU(Black)Deputy Chiefs Build Customer will provide APX radio • Vehicle Power ' 1 Ch27,with Smart Start timer and 20 foot outputs**MUST SPECIFY 733.33 733.33 BRACKET** ' • 1 'Custom Day Wireless Systems front end bypass harness for 2020+Ford 150.00 150.00 Interceptor SW' 1 2020 Ford Interceptor SUV Mounts in covered compartment 0.00 0.00 • Vehicle Perimeter Lighting and Siren • • vehicle has factory installed Whelen mirror lights - • 2 Whelen-Micron Stud Mount Split (Red/Blue) 121.60 ' 243.20 Part#MCRNTJ 1 Front FST WCX Inner Edge, 10 lamp DUO 2,966.67 2,966.67 1 "FORD POLICE INTERCEPTOR UTILITY,2020-2021,UPPER REAR 0.00 0.00 HOUSING FOR EIGHT LAMP ' *included in Whelen Bundle )f. 1 CenCom CORE w/CANport ODB II interface 0.00 0.00 *included in Whelen Bundle • 1 WCX Rotary knob control head 0.00 0.00 *included in the Whelen Bundle • . 1 OBDII Installation Kit • 0.00 0.00 *included in Whelen Bundle ' • . 1 WHELEN WeCanX 16 OUTPUT EXPANSION MODULE . 174.67 174.67 1' 100.Watt Siren Speaker wBracket - 195.00 195.00 1 ETSS100j Speaker bracket(Veh. Specific) 35.00 35.00 2 Whelen ION Trio Red/Blue/White • 184.80 369.60 *Mount in rear quarter window • • 2 Whelen-t-series Red/Blue' 130.40 260.80 *Mount to bottom of rear hatch - QUOtatiOn# Q043933 Page 2 of 3 DAY-. Date 08/02/2023 WIRELESS SYSTEMS Day Wireless Systems • 2240 Judson Street SE Salem OR 97302 United States • Quantity Description Rate Amount 2 Whelen-5 Lamp DUO WCX Tracer Red/White,Blue/White,Red/White, " 810.00 1,620.00 Blue/White,Red/White Part#TCRWXS 5 12V 20/30 amp Spdt Relay - 7.16 35.80 1 Relay Flash Mounting Bracket . 30.00 30.00 Officer Area • . 1 Ford Interceptor Utilityspecific angled 481.60 481.60 2 SIDE MOUNT ARM REST 75.20 150.40 1 SELF ADJUSTING DUAL CUP HOLDER i 53.60 53.60 1 3"OPEN ACCESSORY POCKED 2.5""DEEP 40.80 40.80 1 Mounting Bracket 0.00 0.00 1 Whelen Controller Face Plate *Fits Whelen Cencom CCSRN,CCSRNTA, .0.00 . 0.00 MPC03 1 1"FILLER CONSOLE PLATE 0.00 0.00 1 FILLER PLATE 3" 0.00 0.00 1 FILLER PLATE 1/2" 0.00 . 0.00 1 LED Dome Light,6"Round w/Red LED Night Light, 10-30v-White. . 0.00 . 0.00 LEDs/White Lens L • Communication Equipment '*Customer will provide radio equipment • . 1 APX8500 Sharkee w/Tri-bandWhip • 401.23 401.23 Rear Cargo Area . 1 Lund Industries-20+Ford Police Utility/Explorer Loft Weapon Storage Tray 845.00 845.00 • -Interior Dimension 16.5"x 40"LOFT PIU20-GV Includes Standard Gun - Lock,Muzzle Bracket Assembly,Momentary Push Button Switch. (Optional Accessories Available) Part#LOFT-PIU20-GV • 1 Setina rear partition-poly panel behind second row 486.36 486.36 1 CARGO BOX-DUAL DRAWER WITH COMBO LOCKS" . 1,679.16 1,679.16 1 Cargo Radio tray 350.00 . 350.00 Upfit Supplies,Labor and Shipping 1 Misc Upfitting Supplies • 85.00 85.00 1 2111 UPFITTING LABOR 5,200.00 • 5,200.00 • Nle ,, 0 Quotation# Q043933 Page 3 of 3 DAYa • Date 08/02/2023 WIRELESS SYSTEMS Day Wireless Systems 2240 Judson Street SE Salem OR 97302 United States Quantity Description Rate Amount 1' Shipping 210.00 210.00 • • • • Total $16,797.22 • LEGAL NAME OF PURCHASER P.O.NUMBER AUTHORIZED SIGNATURE DATE By approvingthis quotation,the customer is agreeing to purchase the items listed in the quote.The customer will be invoiced for the items as they arrive at a DWS facility and is expected to pay according to the terms of the quote or Net30.If the customer cancels any part of the order,the equipment must be picked up from the DWS facility.Normally stocked items may be returned for a 20%restocking fee,but non-stock items are not eligible for return and must be picked up and paid for in full at the DWS facility.Shipping and handling charges,as well as any applicable sales tax,may be included on the invoices.The terms of the order are subject to credit review.This quote is subject to review by management for completeness and accuracy,and prices are firm for 30 days unless otherwise stated.If paying by card the processing fee will be charged up to 3.5%of the transaction. *Customers should reference the quotation number on any correspondence or purchase orders.* *There may be a$25 charge for insufficient funds and a 1.5%late fee may apply.* • ARD® DATE(MM/DDIYYYY) k....----- CERTIFICATE OF LIABILITY INSURANCE 3/31/2023 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 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 RobynGreene NAME: • Leavitt Group of Boise AHO.NNo.Ext): (208)672-6160 (JCC, No): (eae) 429-3119 6220 N Discovery Way, Ste 100 ADE-MDREAIL SS: nroby -greene@leavitt.com PO Box 140018 INSURER(S)AFFORDING COVERAGE NAIC# Boise ID 83713 INsuRERA:National Union Fire Insurance Company c 19445 INSURED INSURER B:Navigators Specialty Insurance Company Day Management CorporationINSURERC:New Hampshire Insurance Company 23841 dba-Day Wireless Systems INSURER 0:Scottsdale Insurance Company 41297 4700 SE International Way INSURERE: Milwaukie OR 97222 INSURERF: COVERAGES CERTIFICATE NUMBER:23/24 Master 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. NOTWITHSTANDINGANY 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 TR TYPE OF INSURANCE INSO swL vn POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MMIDOlYYYY) (MM/DDlYYYY) X COMMERCIALGENERALLIABILITY EACH OCCURRENCE $ 2,000,000 • A CLAIMS-MADE X OCCUR DAMAGE TO RENTED 500,000 PREMISES(Ea occurrence) $ $0 Ded X GL 5342023 4/1/2023 4/1/2024 MED EXP(Any one person) $ 25,000 ( PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIESES JECT I I PER: GENERALAGGREGATE $ 4,000,000 POLICY n PRO- ) I LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: - - $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 _ • (Ea accident) A X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS X CA 3786644 4/1/2023 4/1/2024 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS _ AUTOS - (Per accident) $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAR CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 0 ' CH23EXC8855921C 4/1/2023' 4/1/2024 $ WORKERS COMPENSATION • WC 025893651 (ADS) 4/1/2023 4/1/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A C WC 025893652 (CA) 4/1/2023 4/1/2024 E.L EACH ACCIDENT $ 1,000,000 . OFFICER/MEMBER EXCLUDED? N (Mandatory In NH) WA Stop Gap EL DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under . DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D 2nd Excess Policy-Excess,over XLS2001729 4/1/2023 4/1/2024 Each Occurrence $5,000,000 GL, Auto & Employers Liability• Aggregate $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) • • CERTIFICATE HOLDER CANCELLATION nicole.graham@ashland.or.us - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 20 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, OR 97520 • AUTHORIZED REPRESENTATIVE Ted Rice/ROGREE ��� I @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) • POLICY NUMBER: GL 534-20-23 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES. OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II 6 Who Is An Insured is amended to B. With respect to the insurance afforded to these • include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability, for "bodily injury", This insurance does not apply to "bodily injury" "property damage" or "personal and advertising or "property damage" occurring after: injury" caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such, 2. The acts or omissions of those acting on work, on the project (other than service, your behalf; maintenance or repairs) to be performed by in the performance of your ongoingoperations or on behalf of the additional insureds) at far the additional insured(s) at the location(s) the location of the covered operations has designated above. been completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to 1. The insurance afforded to such additional its intended use by any person or insured only applies to the extent permittedorganization other than another contractor or by law; and subcontractor engaged in performing 2. If coverage provided to the additional operations fora principal as a part of the insured is required by a contract or same project. 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. CG 20 10 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most applicable limits of insurance. we will pay on behalf of the additional insured • is the amount of insurance: 1. Required by the contract or agreement; or • Page 2 of 2 0 Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: GL 534-20-23 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS '- COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE I Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEMENT. WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III — Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, required by a contract or agreement, the most by "your work" at the location designated and' we will pay on behalf of the additional insured described in the Schedule of this endorsement is the amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable limits of insurance; However: 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the by law; and applicable limits of insurance. 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 arerequired by the contract or agreement to provide for such additional insured. CG 20 37 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 ENDORSEMENT This endorsement, effective 12:01 A.M. 04/01/2023 forms a part of Policy No.CA 378-66-44 issued to DAY MANAGEMENT CORP. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person's or organization's liability arising out of the use of a covered "auto". • I. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or , , (2) The coverage and/or limits required by said contract or agreement. /?f• • AUTHORIZED REPRESENTATIVE • 87950 (9/14) Includes copyrighted information of Insurance Services Office, Inc., Page 1 of 1 with its permission. CITY OF PORTLAND PRICE AGREEMENT FOR SERVICES for VEHICLE UPFITTING SERVICES Contract Number: 31001980 As authorized by 5.33.210,this Price Agreement(Contract) is made effective on May 17th,2021 ("Effective Date") by and between the City of Portland ("City"), a municipal corporation of the State of Oregon, and Day Management Corp dba Day Wireless Systems ("Contractor"), an Oregon corporation, by and through their duly authorized representatives, This Contract may refer to the City and.Contractor individually as a"Party"or jointly as the"Parties." The initial Term of this Contract shall be from the F ective Date tlirozrgraIay-�1= '; 027;with the City's option to extend for an additional 5 years,for a total not to exceed 10 years. The total not-to- exceed amount under this Contract for the initial Term shall be$250,000.00. Party contacts and Contractor's and City's Project Manager for this Contract are: For City of Portland: For Contractor: Name: Alan Bates Name: Todd Cox Title: Fleet Supervisor Title: Business Development Manager . Address: 2835 N.Kerby Ave Address: 4700 SE International Way City, State: Portland, OR City, State: Milwaukie, OR e-mail: alan.bates@portlandoregon.gov , e-mail: tcox@daywireless.com Copy to:Nichelina Almirol-Robbins Copy to: Procurement Services 1120 SW 5th Ave. Portland OR 97204 Scope and Consideration (a) Contractor shall perform the Services and provide the Deliverables set forth in the Statement of Work by the due dates specified in the Contract. (b) City agrees to pay Contractor a sum not to exceed $50,000.00 annually with a total not-to-exceed of$250,000.00 for accomplishment of the Project. (c) Payments shall be made to Contractor according to the schedule identified in Exhibit A,the Contractor's Price. (d) Contract Not Exclusive. 'The City may,but is not required to,purchase any Services within the scope of this Contract. Services will be requested on an as-needed basis, and there is no guarantee of a Contract#31001980 Page 1 of 36 • Project#126494 CA Approved:April 2020 minimum or maximum quantity. This Contract does not create an exclusive relationship between the City and Contractor, and the City retains the right to purchase the same or similar services from other providers. Recitals: ,/. WHEREAS,to further its government operations,the City of Portland desires to obtain Vehicle Upfitting Services (the"Project"); and WHEREAS,the City issued Request for Proposal (RFP) 00001580 for Vehicle Upfitting Services WHEREAS, Contractor,in its Proposal dated January 27, 2021 and submitted in response to the City's RFP represented that it has the knowledge, experience, and expertise in Vehicle Upfitting Services for; and WHEREAS,the City selected Contractor based on its Proposal; THE PARTIES HEREBY AGREE AS FOLLOWS: SECTION 1 DEFINITIONS (10/19)` General Definitions. (1 I/18) These definitions apply to the entire Contract, subsequent Amendments, and any Change Orders or Task Orders, unless modified in an Amendment. If any definition contains a substantive provision conferring rights and/or obligations upon a Party,then effect shall be given to the substantive provision. "Acceptance" (10/1 9)means the Deliverable demonstrates to the City's satisfaction that the Deliverable conforms to and operates according to the Acceptance Criteria, and if required,has successfully completed Acceptance review, and for Deliverables not requiring Acceptance Testing that the Deliverable conforms to the Acceptance Criteria or the City's Specifications. "Acceptance Certificate" (1 1/18)means a written instrument by which the City notifies Contractor:that a Deliverable has been Accepted or Accepted with exceptions, and Acceptance Criteria have been met or waived, in whole or in part. "Acceptance Criteria" (I I/18)means functionality and performance requirements determined by the City, based upon the Specifications,which must be satisfied prior to City's Acceptance of a Deliverable. City and Contractor shall agree upon written Acceptance Criteria. Contract#3.1001980' Page 2 of 36 Project#126494 CA Approved:.April 2020 • "Acceptance Date" (1 1/l 8) means the date on which the City issues an Acceptance Certificate for the Deliverable(s). "Affiliates" (I 1/1 8) means,for Contractor, any-individual,association, partnership, corporation or other entity controlling,controlled by, or under common control. The term "control" means the power to direct or cause the direction of the management and policies of an individual or entity,whether through the ownership of voting securities,by contract, agreement or otherwise. . "Amendment" (12/1 8)means a written document required to be signed by both Parties when in any way altering the Master Terms and Conditions of the Contract, Contract amount,,or substantially altering a Statement of Work. "Business Day" (1 1/1 8)means a twenty-four hour day, excluding weekends.and City holidays, beginning at midnight and ending at midnight twenty-four hours later. "Calendar Day" (I 1/18) means a twenty-four hour day, including weekdays,weekends and holidays, beginning at midnight and ending at midnight twenty-four hours later. "Change Order" (12/18)means a document, agreed and signed by both Parties,that changes an existing Statement of Work or Task Order. Change Orders cannot change Contract amount or Master Terms and Conditions. "Confidential Information" (08/19)means any information that is disclosed in written, graphic or machine-recognizable form and is marked or labeled at the time of disclosure as being Confidential or its equivalent, or,if the information is in verbal or visual form, it is identified as Confidential or proprietary at the time of disclosure, or a reasonable time thereafter. Information shall always be considered Confidential Information,whether or not it is marked or identified as such,if it is described by one or more of the following categories: (1)non-public financial, statistical,personnel,human resources data or Personally Identifiable Information as described in the Oregon Consumer Information Protection Act; (2)business plans,negotiations, or strategies; (3) unannounced pending or future products, services, designs,projects or internal public relations information; (4) trade secrets, as such term is defined by ORS 192.345(2) and the Uniform Trade Secrets Act ORS 646.461 to 646.475; (5) information which is exempt from disclosure per Oregon Public Records Law; (6) attorney/client privileged communications; (7) information which is exempt per federal laws (including but not limited to copyright,HIPAA); and (8)information relating to or embodied by designs,plans, configurations, specifications,programs;or systems including without limitation, data and information systems, any software code and related materials and,processes,,Customizations, Configurations,Updates, Upgrades; and any Documentation. Confidential Information'does not include any information that: is or becomes publicly known through no wrongful or negligent act of the receiving Party; is already lawfully known to the receiving Party without restriction when it is disclosed; is, or subsequently becomes,rightfully and without breach of this Contract or any other agreement between the Parties or of any applicable protective or similar order, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party, as shown by reasonable written Contract#31001980 . Page 3 of 36 Project#126494 CA Approved:April2020 • documentation,without breach of this Contract;oris explicitly approved for release by written authorization of the disclosing Party. - "Contract Price" (I 0/19) means the not-to-exceed price agreed upon by the Parties for all Services. "Deliverable(s)" (I I/I 8)means the Services, Documentation or documents or tangible work products described in the Statement of Work to be provided to the City by Contractor under this Contract. "Documentation"( 10/19)means usermanuals and other written materials in any form that describe the • features or functions of the Deliverables and Services', including but not limited to published specifications, online instructions and help,marketing materials,technical manuals, and operating instructions provided by Contractor to the City, or readily available to-the public, or as required to be produced by contractor subject to the terms of this Contract. "Defect" (10/19)means any error,problem, condition,bug, or other partial or complete inability of a Service,Deliverable'or component thereof,to operate in accordance with the applicable Specifications. "Final Acceptance" (I 1/18)means the City has determined that all Deliverables have successfully completed Acceptance Testing,which demonstrates to the City's satisfaction that all Deliverables conform to and operate according to the Acceptance Criteria, applicable Documentation, and Contractor's representations; and that for Deliverables not requiring Acceptance.Testing,that the Deliverables conform to the Acceptance Criteria or the City's specified requirements. "Force.Majeure Event" (04/2020)means an exceptional, unforeseeable and unavoidable occurrence. beyond the reasonable control of the affected Party, such as, riots, epidemics,war, government regulations, labor disputes,fire, natural phenomena,or other causes beyond such Party's reasonable control. "Intellectual Property Rights(IPR)" (I I/18) means any patent rights, copyrights,trade secrets,trade names, service marks,trademarks,trade dress,moral rights,know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the-foregoing now or hereafter in force. "Key Personnel" (11/18) means the specific individuals identified in Section 3.11 to fill Key.Positions. "Key Position" (11/18)means a job position critical to-the success of the Project as identified in Section 3.11.of this Contract. "Master Terms and Conditions" (11/I8)means the body of text from the preamble through the signature page of this Contract. • Contract#31001980 Page 4 of 36 Project#126494 CA Approved:April2020 • "Material Breach" (I I/1 8)means any breach of this Contract that causes, caused, or may cause substantial harm to the non-breaching Party or substantially deprives the non-breaching Party,of the benefit it reasonably expected under this Contract. "Personally Identifiable Information(PII)"(1 1/18)means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context, as described in the Oregon Consumer Information Protection Act. "Price Agreement".(1 1/18)means this Contract,the Master Terms and Conditions including all exhibits, attachments and schedules and their constituent parts listed in the Order of Precedence or incorporated by reference. . "Project" (10!1 9)means the overall delivery of the Services including,without limitation, design, development, integration, implementation,testing,support, and any Deliverables any of which Contractor may be providing in whole or in part. "Proposal" (10/19)means Contractor's response to the City's RFP referenced on page one of this Contract. "Services" (10/19)means ordinary or professional services performed by Contractor under this Contract. "Specifications" (I 0/1 9) means the most current cumulative statement of capabilities,functionality, and • performance requirements for the System and its components as set out in the Acceptance Criteria, Change Orders,the Statement of Work, Documentation, Contractor's representations, Contractor's Proposal and Proposal Clarifications, and the City's Request for Proposals. "Statement of Work" (SOW) (10/1 9) means the written detailed specifications of the Services(s)to be delivered to the City by Contractor, including any Change Orders or Task Orders subject to the terms and conditions of this Contract. "Subcontractor" (I 1/1 8) means any person or entity under the control of Contractor, other than an employee of Contractor, utilized by Contractor to perform all or part of this Contract. "Task Order" (l 0/1 9) means any written request or document issued by the City and signed by both Parties for additional Service(s)to be provided under this Contract. Task Orders shall document the description of Services,price,payment schedule, Project and performance schedule, due dates, • milestones and Deliverables. . "Term" (I I/18)means the period of time that this Contract is in effect as stated on page one. SECTION 2 ORDER OF PRECEDENCE Contract#31001980 Page 5 of 36 Project#126494 ' CAApprored:April 2020 • 2.1 Order of Precedence. (09/17) In the,event there is a.conflict or ambiguity between the terms and conditions of one portion of this Contract with another portion of this Contract,the conflict or ambiguity will be resolved in accordance with the order of precedence below. This order of precedence designates which portion of the Contract takes precedence over the other for purposes of interpretation. Contractor's hyperlinks contained herein will not supersede or alter the Master Terns and Conditions. For the avoidance of doubt,no other terms and conditions will override the Parties' obligations in the Confidentiality,Indemnification, or Choice of Law provisions in these Master Terms and Conditions. In this Contract the order Of precedence shall be: 1. Amendments 2. Master Terms and Conditions 3. Exhibit A, Contractor's Price 4. Change Orders 5. Exhibit B, Statement of Work 6. Exhibit B-1,Vehicle Specification Document, Contractor's QA Checklist& Specification Inspection 7. Exhibit C, City RFP/RFQ No. 00001580 8. Exhibit D, Contractor's Proposal. 9. Exhibit E, Sample Forms: E-1 Status Reports, E-2 Change Order SECTION 3 GENERAL AND ADMINISTRATIVE PROVISIONS 3.1 Term. (09/17)This Contract shall begin on the Effective Date and end upon the expiration date set forth on page one of this Contract unless terminated or extended under the applicable Contract provisions. 3.2 Point of Contact. (09/17) Contractor shall be the sole point of contact for the City with regard to this Contract and the System. 3.2.1 Written.Notifications. (10/18)All notices to, and other written communication between the Parties shall be deemed received five(5)Business Days after being sent by first class mail, or upon receipt when sent by courier services, or by e-mail. All notices and written communications shall be sent to the Parties set forth do page 1 of the Contract, or to such other places as they may designate by like notice from time to time. Each Party shall provide' written notice of any changes to the Party's contacts within thirty(30) Calendar Days. 3.3 Changes to Contract. • 3.3.1 Amendment of the Contract. (06/19)Any changes to the provisions of this Contract shall be in the form of an Amendment. No provision of this Contract may be amended unless such Amendment is approved as to form by the City Attorney and executed in writing by authorized representatives of the Parties. If the requirements for Amendment of this Contract as described in this section are not satisfied in full, then such Amendments automatically will Contract#31001980 .Page 6 of 36 Project#126494 CA Approved:April2020 • be deemed null,void, invalid, non-binding, and of no legal force or effect. The City reserves the right to make administrative changes to the Contract unilaterally, such as extending option years and increasing compensation. An administrative change means a written Contract change that does not affect the substantive rights of the Parties. 3.3.2 Change Orders to a Statement of Work. (12/18)The City and Contractor can agree to make changes, at any time to a Statement of Work or Task Order in the form of a Change Order. Contractor agrees to timely alter the delivery of Products or Services accordingly. If such changes materially increase or decrease Contractor's obligations,the Parties shall execute an Amendment to the Contract; and if the amount of such adjustment is not calculable as a function of hours or tasks,the Parties shall negotiate in good faith a modified amount. 3.4 Time is of the Essence. (06/1 9) The Parties agree that time is of the essence as to the delivery of Deliverables and performance of Services under this Contract. By executing this Contract and accepting the Statement of Work, Contractor agrees that the time limits specified in the Statement of Work are reasonable. By accepting late or otherwise inadequate performance of Contractor's obligations,the City will not waive its rights to require timely performance of Contractor's obligations thereafter. 3.4.1 Late Delivery. (1 0/19) In the event that any specified delivery date is not met, Contractor shall be liable for any loss, expense,or damage resulting from delay in delivery or failure to deliver Deliverables or provide Services which is due to any cause except as set forth in Force Majeure. In the event of delay due to any such cause,the City may obtain substitute Services from another source and bill all additional costs directly to Contractor who shall remain financially liable for all additional acquisition costs. • 3.4.2 Liquidated Damages. Time is of the essence. If the Contractor fails to complete the project or to deliver the vehicles and perform the services within the time specified in the Contract or any.written extension thereof by the City,the actual damage to the City for the delay will be substantial but will be difficult or impractical to determine. .The Parties agree that the City shall be entitled to deduct from the monies due to the Contractor the following amounts for each Calendar Day of delay past the completion date established by the City: $100/per vehicle per day. Payment or assessment of liquidated damages does not release the supplier to fulfill the obligations of this Contract. Payment of liquidated damages shall not release Contractor from obligations in respect to the fulfillment of the entire Contract,nor shall the payment of such liquidated damages constitute a waiver of the City's right to collect any additional damages which may be sustained by failure of the Contractor. Contractor shall carry out the terms of the Contract, it being the intent of the Parties that the liquidated damages be full and complete payment only for failure of the Supplier to complete the work on time. Permitting Contractor to continue and finish the work or any part thereof after the Contract Contract#31001980 Page 7 of 36 Project#126494 . CA Approved:April 2020 time or adjusted Contract time, as pertinent,has expired shall in no way operate as a waiver on the part of the City of any of its rights under the Contract. 3.4.3 Best Efforts. (10/1 9) Contractor shall use best efforts to minimize any delay in the provision of Deliverables or performance of Services. If Contractor anticipates any delay that may prevent timely performance of Contractor's obligations under this Contract, Contractor shall promptly notify the City,including the anticipated length of the delay,the cause of the delay, measures proposed or taken to prevent or minimize the delay, and the timetable for iiriplementation of such measures. 3.5 City Reporting Requirements. (12/1 8).The City is required to track certain types of contract data for reporting purposes. Items which the City must report on may include,but are not limited to, Subcontractor utilization,Minority, Women, Emerging Small Business, Service-Disabled Veteran Business Enterprise(D/M/W/ESB/SDVBE)participation and Subcontractor/Supplier Payment. The City will enforce all diversity in workforce and D/M/W/ESB/SDVBE subcontracting commitments made by Contractor in its Proposal. 3.6 Payment. (09/17)Payinent(s) shall be in accordance with the payment schedule set forth in Exhibit A: Contractor's Price. 3.6.1 Payment shall be issued by the City net thirty (30) Calendar Days from receipt of a complete and acceptable invoice from Contractor. Contractor invoices must contain Contractor's name and address; invoice number; date of invoice; Contract number and date; description of Products and/or Services; quantity, unit price, (where appropriate), and total amount; City- required reporting, if any, and the title and phone number of the person to whom payment is to be sent. The City may stipulate how line items are entered on an invoice to ensure compatibility with the City's accounting and financial systems and to facilitate payment to Contractor. 3.6.2 The'City makes payments via electronic fund transfers through the Automated Clearing House(ACH)network. To initiate payment of invoices, Contractor shall execute the City's standard ACH Vendor Payment Authorization Agreement. Upon verification of the data provided,the ACH Vendor Payment Authorization Agreement will authorize the City to deposit payment directly into specified Contractor accounts with specified financial institutions. All payments shall be made in United States currency. 3.7. Payment ofTaxes/Contractor Shall Withhold. (09/17) Contractor shall, at its own expense,timely (a)pay all salaries,wages, and other compensation to its employees; (b)withhold, collect, and pay all applicable federal, state, and local income taxes (domestic or foreign),FICA, Medicare, unemployment insurance and any other taxes or charges in connection with its employees; and (c) provide and'pay for workers compensation insurance and any statutory or fringe benefits to employees. Contractor shall be solely responsible for all such obligations for its employees. Contract#31001980 Page 8 of 36 Project#126494 CA Approved:April2020 Contractor shall also ensure that any Subcontractor shall comply with the foregoing obligations for its employees. The City shall have no duty to pay or withhold such obligations. 3.8 Records and Audits (06/19) 3.8.1 Records Retention. (06/19) Contractor shall maintain current financial records in accordance with Generally Accepted Accounting Principles (GAAP). Contractor agrees to maintain and retain and retain all financial records, supporting documents, statistical records and all other records pertinent to this Contract during the term of this Contract and for a minimum of six (6)years after the expiration or termination date of this Contract or until the resolution of all audit questions or claims,whichever is longer. • 3.8.2 City Audits. (06/19)The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and Products or Services at any time in the course of the Contract and during the records retention period listed above.Audits shall be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States Government Accountability Office. 3.8.3 Access to Records. (06/19)The City may examine, audit and copy Contractor's books, documents,papers, and records relating to this Contract at any time during the records retention period listed above upon reasonable notice. Copies of applicable records shall be made available upon request. 3.9 Overpayment. (09/17) If an audit discloses that payments to Contractor were in excess of the amount to which Contractor was entitled,then Contractor shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices. 3.10 Independent Contractor. (09/17) Contractor is independent of the City and, accordingly,this Contract is not entered into as a joint venture,partnership, or agency between the Parties. No employment or agency relationship is or is intended to be created between the Cityand any individual representing Contractor.Employees of Contractor and any authorized Subcontractors shall perform their work under this Contract under Contractor's sole control. 3.11 Termination. (06/19)The following conditions apply to termination of this Contract. The City, on • thirty (30) Calendar Days' written notice to Contractor, may terminate this Contract for any reason in the City's sole discretion. In the event of such termination,the City shall pay to Contractor the portion of the not-to-exceed price attributable to all Deliverables Accepted or Services performed and Accepted through the effective date of the termination. In the event of termination all of Contractor's Work Product to date shall be delivered to the City, and it will become and remain property of the City. . • Contract#31001980 Page 9 of 36 Project#126494 CA Approved:April 2020 • • 3.12 Mutual Agreement. (09/I 7)The City and Contractor, by mutual written agreement, may terminate this Contract at any time. 3.13 Material Breach. (09/17)Either Party may terminate this Contract in the event of a Material • Breach of this Contract by the other.'Prior to such termination, however,the Party seeking the termination shall give to the other Party written notice to cure the Material Breach and of the • Party's intent to terminate. If the Party has not entirely cured the Material Breach within thirty . (30) Calendar Days of the notice,then the Party giving.the notice shall have the option to: (a) terminate this Contract by giving a written notice of termination, (b) seek any remedies in this Contract, in law, or at equity,to the extent not otherwise limited by the terms.of this Contract, or (c) any combination thereof. 3.14 Force Majeure. (09/17)Either Party may terminate this Contract due to a Force Majeure event as set forth in Section 5.12,Force Majeure. • 3.15 Bankruptcy. (09/17)The City may terminate this Contract if Contractor: (a)becomes insolvent, makes a general assignment for the benefit of creditors; (b) suffers or permits the appointment of.a receiver for its business or assets; (c)becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, and 'such proceeding has not been dismissed within a sixty (60) Calendar Day period; or.(d) has wound up or liquidated,voluntarily or otherwise. 3.16 Void Assignment. (09/17) In the event that Contractor assigns its obligations under this Contract to a third party in a manner other than as set forth in Section 5.7, Assignment,the City shall have the option to terminate this Contract without any notice or cure.period or further obligation to Contractor or the assignee, and promptly receive a refund for fees paid for Products delivered and/or.Services performed by the third'party. • 3.17 Waiver. (09/17)No waiver of any breach of this Contract shall be held to be a waiver of any other • or subsequent breach of this Contract. The failure of either Party to insist upon any of its rights • under this Contract'upon one or more occasions, or to exercise any of its rights, shall not be deemed a waiver of such rights on any subsequent occasions. 3.18 Severability. (09/17)Any section of this Contract which is held or declared void, invalid, illegal or otherwise not fully enforceable shall not affect any other provision of this Contract and the remainder of this Contract shall continue to be binding and of full force and effect. This Contract. shall be binding upon and inure to the benefit of the City and its successors and assigns. • 3:19 Business Tax Registration. (09/17) Contractor shall register for a City of Portland'business license • as required by Chapter 7.02 of the Code of the City of Portland'prior to execution of this Contract. Additionally, Contractor shall pay all fees or taxes due under the Business License Law and the Multnomah County Business Income Tax(MCC Chapter 12) during the full term of this Contract. Contract#31001980 Page 10 of 36 Project#126494 CA Approved:April 2020 • • • Failure to be in compliance may result in payments due under this Contract to be withheld to satisfy amount due under the Business License Law and the Multnomah County Business Income Tax Law. 3.20 EEO Certification. (09/17) Contractor shall be certified as an Equal Employment Opportunity Affirmative Action Employer as prescribed by Chapter 5.33.076 of the Code of the City of Portland and maintain its certification throughout the term of this Contract. • 3.2.1 Non-Discrimination in Benefits. (09/17)Throughout the term of this Contract, Contractor shall . provide and maintain benefits to its employees with domestic partners equivalent to those provided to employees with spouses as prescribed by Chapter 5.33.077 of the Code of the City of Portland. • 3.22 Sustainability. (12/18)Pursuant to the City's Sustainable City Principles,which direct City • Bureaus to pursue long-term social equity,environmental quality,and economic vitality through innovative and traditional mechanisms, Contractor is encouraged to incorporate these Principles • . into its scope of work with the City wherever possible. Therefore, in accordance with the Principles and the City's Sustainable Procurement Policy, it is the policy of the City of Portland to encourage the use of Products or Services that help to minimize the human health and environmental impacts of City operations. Contractor is encouraged to incorporate environmentally preferable Products or Services into its work performance wherever possible. "Enviromnentally preferable"means Products or Services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose.. This comparison may consider raw materials acquisition,production, manufacturing,packaging, distribution,reuse, operation,maintenance, or disposal of the Product or Service. 3.23 Packaging. (09/17)All packaging should be minimized to the maximum extent possible without compromising product quality. The City encourages packaging that is reusable,readily recyclable in local recycling programs, is made from recycled materials, and/or is collected by Contractor for • • reuse/recycling. • 3.24 News Releases and Public Announcements. (09/17) Contractor shall not use the City seal or other_ • representations of the City in its external advertising, marketing,website, or other promotional efforts,nor shall Contractor issue any news release or public announcements pertaining to this Contract or the Project without the express written approval of the City. Such approval may be withheld in the City's sole discretion. Contractor shall not use the City seal without specific written permission from the City Auditor. 3.25 Rule of Construction/Contract Elements/Headings. (09/17)This Contract has been drafted by the City in the general format by the City as a convenience to the Parties only and shall not,by reason . of such action,be construed against the City. Section headings are for ease of reference and Contract#31001980 Page 11 of 36 _ Project#126494 CA Approved:April 2020 • • • • convenience only and shall not affect or enter into the interpretation of any portion of this Contract. 3.26 Survival. (09/17)All obligations relating to Confidential Information; indemnification;publicity; . representations and warranties;remedies;proprietary rights; limitation of liability;.and obligations to make payments of amounts that become due under this Contract prior to termination or • expiration shall survive the termination or expiration of this Contract and shall,to the extent applicable,remain binding and in full force and effect for the purposes of•the ongoing business relationship by and between Contractor and the City. • Reimi—ssikelGoopei;atime+Pifocwcm'ent:F•09/IE`7)^Pulsua�ntto•ORSS42794 215, asAdditional ,• o tl ' ' cons�,del,atzon for � 11s�Contract,.Contractol agrees to extelid;an option to liulchase any P. oducts 'Seiu�ices covered ui(dI s Contiact.atithe same pieceps uas a>.cr.e specif� «d n� l"Pdo tn e t rtan), ageres�s�ehp .tcagency ttlshall • s_• ,�eaect!]te�>t�s o�vn�co'iiti'act'vltli"CQnt�ac oz`alid'sl�fial9_hau_eAhe_opdto egrtiate-it&o-wn-terms 3.28 Non-Exclusive Agreement. (6/20)The City may, but is not required,to purchase Services under • this Contract. Services will be requested on an as needed basis,therefore there is no guarantee of Services requested under any resulting agreement. This Contract does not establish.an exclusive . . arrangement between the City and Contractor, and the City retains the right to purchase the same or similar Services from other providers. • • SECTION 4 STATUTORY REQUIREMENTS,PUBLIC RECORDS AND' CONFIDENTIALITY 4.1 Governing Law and Jurisdiction. (09/17)This Contract shall beconstrued according to the laws of ' the State of Oregon without reference to the conflict of laws' provisions. .Any litigation between the City and Contractor arising under this Contract or out of work performed under this Contract shall occur, if in the state courts, in.the Multnomah County Circuit Court, and if.in the federal . courts, in the United States District Court for the District of Oregon. • . • 4.2 Public Records Request. (09/17) Contractor acknowledges that the City of Portland is subject to the Oregon Public Records Act and Federal law.. Third persons may claim that the Confidential Information Contractor submitted to the City hereunder may be, by virtue of its possession by the • City, a public record and subject to disclosure pursuant to the Oregon Public Records Act. The City's commitments to maintain certain information confidential under this Contract are all subject to the constraints of Oregon and federal laws..All information submitted by Contractor is public record and subject to disclosure pursuant to the Oregon Public Records Act, except such portions for which Contractor requests and meets'an exemption from disclosure consistent with • Contract#31001980 • Page 12 of 36 • Project#126494 • CA Approved:April 2020 federal or Oregon law. Within the limits and discretion allowed by those laws,the City will maintain the confidentiality of information. 4.3 Public Records. (09/17) The City will retain one(1) copy of any public records for the express purposes of complying with State of Oregon and Portland City Code public records and archiving laws. 4.4 Confidentiality. 4.4.1 Contractor's Confidential Information. (08/1 9) During the term of this Contract, Contractor may disclose to the City, certain Contractor Confidential Information pertaining to • Contractor's business. Contractor shall be required to mark Confidential Information CONFIDENTIAL with a restrictive legend or similar marking. If CONFIDENTIAL is not clearly marked, or the Contractor's Confidential Information cannot be marked with a • restrictive legend or similar marking or is disclosed either orally or by visual presentation, Contractor shall identify the Confidential Information as confidential at the time of disclosure or within a reasonable time thereafter. This Contract itself shall not be considered Confidential Information. Subject to Section 4.2,the City shall: (1) limit disclosure of Contractor Confidential Information to those directors, employees, contractors and agents of the City who need to know the Contractor Confidential Information in connection with the City Project and who have been informed of confidentiality obligations at least as strict as those contained in this Contract, and(2) exercise reasonable care to protect the confidentiality of the Contractor Confidential Information, at least to the same degree of care as the City employs with respect to protecting its own proprietary and confidential information. 4.4.2 City's Confidential Information. (08/19) Contractor shall treat as confidential any City Confidential Information that has been made known or available to Contractor or that Contractor has received, learned, heard or observed; or to which Contractor has had access. Contractor shall use City Confidential Information exclusively for the City's benefit in the performance of this Contract. Except as may be expressly authorized in writing by the City, in no event shall Contractor publish, use, discuss or pause or permit to be disclosed to'any other person such City Confidential Information. Contractor shall (1) limit disclosure of the City Confidential Information to those directors, officers, employees, subcontractors and agents of Contractor who need to know the City Confidential Information in connection with the City Project and who have agreed in writing to confidentiality obligations at least as strict as those contained in this Contract, (2)exercise reasonable care to protect the confidentiality of the City Confidential Information, at least to the same degree of care as Contractor employs with respect to protecting its own proprietary and confidential information, and (3) return immediately to the City,upon its request,all materials containing City Confidential Information, in whatever form,that are in Contractor's possession or custody or under its control. Contractor is expressly restricted from and shall not use the Intellectual Property Rights of the City without the City's prior written consent. Contract#31001980 • Page 13 of 36 Project#126494 CA Approved:April2020 • • 4.4.3 Scope. (09/17)This Contract shall apply to all City Confidential Information previously received, learned,observed,known by or made available to Contractor. Contractor's confidentiality obligations under this Contract shall survive termination or expiration of this Contract. 4.4.4 Equitable Relief. ( I;)/18) Contractor acknowledges that unauthorized disclosure of City • Confidential Information will result in irreparable harm to the City. In the event of a breach or threatened breach of this Contract,the City may obtain injunctive relief prohibiting the breach, in addition to any other appropriate legal or equitable relief. The Parties agree that, notwithstanding any other section of this Contract, in the event of a breach or a threatened breach of Contract terms related to Confidential Information or Intellectual Property Rights, the non-breaching Party shall be entitled to seek equitablerelief to protect its interests, including but not limited to injunctive relief. Nothing stated herein shall be construed to limit any other remedies available to the Parties. 4.4.5 Discovery of Documents. (06/I 9) In the event a court of competent jurisdiction orders the releaseof Confidential Information submitted by one Party,the other Party will notify the Party whose Confidential Information is being requested to be disclosed of the request. The Party receiving the request shall allow the other Party to participate in the response at its own expense. Each Party will comply with any effective court order. SECTION 5 CONTRACTOR PERFORMANCE AND WARRANTIES 5.1 General Warranties. (09/17) Contractor makes the following warranties: 5.1.1 Capacity. (09/17) Contractor warrants it has the legal authority and capacity to enter into and perform this Contract. • 5.1.2 Authority to Conduct Business. (08/19) Contractor warrants it is lawfully organized and constituted and duly authorized to operate and do business in all places where it shall be • required to do business under this Contract, and that it has obtained or will obtain all necessary licenses and permits required in connection with this Contract. 5.1.3 Disclosure of Litigation. (09/17) Contractor warrants that as of the Effective Date there are no suits, actions, other proceedings, or reasonable anticipation thereof, in any judicial or quasi-judicial forum that will or may adversely affect Contractor's ability to fulfill its obligations under this Contract. Contractor further warrants that it will immediately notify the City in writing if, during the Term of this Contract, Contractor becomes aware of, or has reasonable anticipation of, any lawsuits,actions, or proceedings in any judicial or quasi- Contract#31001980 Page 14 of 36 Project#126494 • CA Approved:April2020 • • . 1 • judicial.forum that involves Contractor or any Subcontractor and that will or may adversely affect Contractor's ability to fulfill its Obligations under this Contract. • 5.1.4 Conflict of Interest. (09/17) Contractor warrants it has no.present interest and shall not • acquire any interest that would conflict in any manner with its duties and obligations under • this Contract. • 5.1.5 Compliance with Applicable Law. (09/17) Contractor warrants it has complied and shall• . comply with all applicable federal, state, and local laws and regulations of its domicile and • • wherever performance occurs during the term of this Contract. Contractor warrants it is•, currently in compliance with all tax laws. • . 5.1.6 Public Contracts. (09/17) Contractor shall observe all applicable state and Iocal laws pertaining to public contracts. ORS Chapters 279A and 279B require every public contract • . • to contain certain provisions. To the extent applicable, ORS 279B.220,279B.230 and • 279B.235 are incorporated into this Agreement by reference. 5.1.7 •Compliance with Civil Rights Act. (09/17) Contractor warrants it is in compliance with Title VI of the Civil Rights Act,of 1964 and its corresponding regulations as further described at: • http://www.portlandoregon.gov/bibs/article/446806 • 5.1.8 Respectful Workplace Behavior. (09/17)The City is committed to a respectful work • • environment, free of harassment, discrimination and retaliation and other inappropriate • conduct. Every individual has a right to work in a professional atmosphere where all • individuals are treated with respect and dignity. The City's HR Rule 2:02 covets all • employees of the City as well as contractors,.vendors or consultants who provide services.to •the City of Portland. Contractor warrants its compliance with terms and conditions HR 2.02 as further described at: https://www.portlandoregon.gov/citycode/27929 • • . • 5.2. Grant Funding. (02/18). This Contract is currently not using grant funding. However, in the event that City acquires or uses-grant funding to pay for any portion of this Contract,the City and . Contractor agree to Amend the Contract to include the federally required terms and conditions. General grant terms may be found at http://www.portlandoregon.gov/bibs/article/455735 . 5.3 Compliance with Non-Discrimination Laws and Regulations. • • • 5.3.1 Nondiscrimination. (06/19)Pursuant to all City, State, and federal non-discrimination and • civil rights laws, Contractor,with regard to the work performed by it during this Contract, shall not discriminate on the grounds of race, color,national origin, including limited English . proficiency, sex,sexual orientation,gender identity, age, religion or non-religion, disability, marital status, family status, or source of income, including in employment practices,the Contract#31001980 • Page 15 of 36 • Project#126494 CA Approved:April 2020 . • • • selection and retention of subcontractors, including procurements of materials and leases of equipment. . • • 5.3.2 Solicitations.for Subcontractors,Including Procurements of Materials and Equipment. (06/19) In all solicitations either by competitive bidding or negotiation made by Contractor • 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 Contractor of Contractor's obligations under this Contract relative to nondiscrimination on the grounds of race, color,national origin,sex, sexual orientation, age,religion, disability, marital status, or • family relationships. 5.3.3 Sanctions forNoncompliance. (09/17)In the event of Contractor's noncompliance with the • nondiscrimination provisions of this Contract,the City shall impose such contract sanctions as it or any state or federal agency.may determine to be appropriate, including,but not limited to withholding of payments to Contractor under this Contract until Contractor complies, and/or cancellation,termination, or suspension of this Contract,in whole or in part. 53.4 ADA Compliance. (07/18)Contractor shall comply with the Americans With Disabilities • Act(ADA), including any duty the.ADA may impose on City or Contractor as a result of the " Products, Services or activities requested to be provided for City under this Agreement. • • Contractor shall document each ADA request for modification to the Products or Services and Contractor's fulfillment of the request. If Contractor determines that it,is unable to promptly fulfill the request for modification under the•ADA, Contractor will contact the City • contract manager within the same business day,proving reasons why Contractor is unable to • fulfill the request for modification and to identify alternate'accessibility options that • Contractor can perform. • Within twenty (20)Business Days after receipt, City and•Contractor shall advise the other Party in writing, and provide the other Party with,copies (as applicable) of any notices • alleging violation of or noncompliance with the ADA relating to the Agreement, or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA.and relating to the Agreement or the programs,Products, Services or activities that Contractor is undertaking for City under this Agreement. 5:3.5 Required Reporting. (05/19)If any person or class of persons•files a complaint with Contractor alleging discrimination under Title VI of the Civil Rights,.Act of 1964 (race, color, • or national origin, including limited English proficiency), Contractor will notify the City of Portland of the complaint and cooperate with any investigation related to the complaint. • Notifications shall be sent to Title•VI Program Manager, 421 SW 6th Ave, Suite 500, • Portland, Oregon 97204, or title6complaints@,portlandoregon.gov. • • Contract#31001980 • Page 16 of 36 Project#126494, CA Approved:April 2020 • • 5.4 Service(s) and Deliverables Warranties. (10/19) Contractor makes the following warranties: 5.4.1 No Third-Party Conflict or Infringement. (01/19)As of the Effective Date, Contractor • warrants the execution and performance of this Contract, shall not contravene the terms of any contracts with third parties or any third-party Intellectual Property.Right; and, as of the Effective Date of this Contract,there are no actual or threatened legal actions with respect to the matters in this provision. Contractor agrees to promptly notify the City, in writing, if during the Term of the Contract, a potential third-party conflict or infringement of third-party Intellectual Property Rights arises. 5.4.2 No Encumbrances. (08/19)All Deliverables provided by Contractor under this Contract shall be transferred to the City free and clear of any and all restrictions of transfer or distribution and free and clear of any and all liens, claims, security interests, liabilities and encumbrances of any kind. 5.4.3 Conformance with Specifications. (01/19) Contractor warrants that the Deliverables and, Services shall operate in conformance with the Specifications. 5.4.4 Compliance with Law. (10/19)'Contractor warrants that the Deliverables conform to all requirements of applicable law, including all applicable health, safety,privacy, data security and environmental laws and regulations. 5.4.5 Industry Standards. (10/19) Contractor warrants that the Services performed under this Contract will meet the standards of skill and diligence normally employed by persons performing the same or similar services. 5.4.6 Substitution or Modification of Products at No Charge: (03/19)In the event that Contractor substitutes or modifies the Deliverables, Contractor shall ensure that the new or modified Deliverables shall conform in all aspects to the Specifications. Such substitutions or modifications shall in no way degrade the performance or functionality of the Deliverables and shall not result in additional cost to the City. 5:5 No Waiver of Warranties or Representation. (10/19)Performance of Services shall not be construed to represent Acceptance nor relieve Contractor from its responsibility under any representation or warranty. If the City makes a payment prior to Final Acceptance,the payment does riot grant a waiver of any representation or warranty by Contractor. 5.6 No Third Party to Benefit. (09/I 7)This Contract is entered into for the benefit of the City and Contractor. Except as set forth herein,nothing in this Contract shall be construed as giving any benefits, rights, remedies or claims to any other person,firm, corporation or other entity, including, without limitation,the general public or any member thereof, or to authorize anyone not Contract#31001980 Page 17 of 36 Project#126494 CA Approved:April 2020 a Party to this Contract to maintain a suit for breach of contract;personal injuries,property damage, or any other relief in law or equity in connection with this Contract. 5.7 Assignment. (08/19)Neither Party shall assign,transfer, or delegate all or any part of this Contract, or any interest therein,without the other Party's prior written consent,which shall not be unreasonably withheld. For purposes of this Section,the acquisition,merger, consolidation or change in control of Contractor or any assignment by operation of law shall be considered an assignment of this Contract that requires the City's prior written consent. Notwithstanding the foregoing: (a)in the event that the City's business needs change or the City enters into an agreement with a provider for outsourcing services, Contractor agrees that the City shall have the right to assign this Contract to a successor of all, substantially all, or specified area(s) of the City's business;including an outsourcing provider,upon written notice to the other Party, and (b) Contractor may,without the City's consent, but upon prior written notice to the City, assign its right to payment under this Contract or grant a security interest in such payment to any third party • without requiring that the third party be liable for the obligations of Contractor under this Contract. Any attempted assignment or delegation in violation of this Section shall be void. 5.8. Notice of Change in Financial Condition. (09/1 7) Contractor must maintain a financial condition commensurate with the requirements of this Contract. If, during the term of this Contract, Contractor experiences a change in its financial condition which may adversely affect its ability to perform the obligations of this Contract,Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition is sufficient grounds for terminating this Contract. . 5.9 Notice of Change in Ownership. (09/1 7) If, during the term of this Contract, Contractor experiences a change in ownership or control, Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in ownership or control is sufficient grounds for terminating this Contract. 5.10 Subcontractors. (10/19) Contractor shall not subcontract any work under this Contract without the City's prior written consent. Contractor shallbe fully responsible for the acts and omissions of its Subcontractors, including any Affiliates, at all levels, and of their agents and employees. Contractor shall ensure that all applicable provisions of this Contract(including those relating to Insurance, Indemnification, and Confidentiality) are included in all of its subcontracts. The City reserves the right to review any agreements between Contractor and its Subcontractors for Services authorized under this Contract. All D/M/W/ESB/SDVBE(COBID Certified) subcontractors/suppliers identified in Contractor's proposals shall be used in their proposed capacity during Contract perforrnance. If Contractor desires to replace any D/M/W/ESB/SDVBE subcontractors/suppliers under this Contract all substitution requests must have approval from the City's Chief Procurement Officer before such Contract#31001980 Page 18 of 36 Project#126494 CA Approved:April 2020 substitutions can be made. In no event shall Contractor subcontract any work, assign any rights, or delegate any obligations under this Contract without the City's prior written consent. 5.11 Flow-down Clauses. (01/19) Contractor shall include the following clauses,or substantially similar language, in its subcontracts under this Contract: Section 4.4, Confidentiality Section 5.3, Compliance with Non-Discrimination Laws and Regulations Section 6.1, Hold.Harmless and Indemnification Section 6.2, Insurance 5.12 Force Majeure. (0 l/I 9) 5.12.1 In the event that either Party is unable to perform any of its obligations under this Contract due to a Force Majeure Event not the fault of the affected Party,the Party who has been so affected immediately shall give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, the performance obligations affected by the Force Majeure event shall immediately be suspended. 5.12.2 If the period of nonperformance exceeds fifteen(15) Calendar Days from the receipt of notice of the Force Majeure Event,the Party whose ability to perform has not been so affected may, by giving written notice,terminate this Contract or any Statement of Work. 5.12.3 If the period of nonperformance due to a Force Majeure Event does not exceed fifteen(15) Calendar Days, such nonperformance shall automatically extend the Project schedule for a period equal to the duration of such events. Any Warranty Period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such event. 5.12.4 If the period of nonperformance due to Force Majeure Event is longer than fifteen(15) Calendar Days,the Parties shall negotiate options for mitigation of the Force Majeure Event. 5.13 Ownership of Property. (06/19)All work product produced by the Contractor under this Contract is the exclusive property of the City. "Work Product" includes,but is not limited to: research, reports, computer programs,manuals, drawings,recordings,photographs, artwork and any data or information in any form. The Contractor and the City intend that such Work Product shall be deemed "work made for hire"of which the City shall be deemed the author. If for any reason a Work Product is deemed not to be a"work made for hire,"the Contractor hereby irrevocably assigns and transfers to the City all right,title and interest in such Work Product,whether arising from copyright,patent,trademark,trade secret,or any other state or federal intellectual property law or doctrines. Contractor shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Contractor waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification or Contract#31001980 Page 19 of 36 Project#126494 CA Approved:April 2020 approval,restriction or limitation on use or subsequent modifications. If the Contractor is an architect,the Work Product is the property of the Consultant-Architect, and by execution of this Contract,the Contractor-Architect grants the City an exclusive and irrevocable license to use that Work Product. Notwithstanding the above, all pre-existing trademarks, services marks,patents, copyrights,trade secrets, and other proprietary rights of Contractor are and will remain the exclusive property of Contractor. Contractor hereby grants to the City a non-exclusive,perpetual, irrevocable license, with the right to sublicense,to disclose, copy, distribute, display,perform,preparederivative works of and otherwise exploit any pre-existing Intellectual Property Rights incorporated into the Work Product(s). 5.14. Covid Contract Clauses. (11/20) 5.14.1 COVID-19 Requirements. (11/20)The Parties acknowledge and agree that this Contract will be executed and performed during the COVID-19 pandemic. While Oregon is under a declaration of emergency associated with the COVID-19 pandemic, Contractor shall comply with all applicable requirements and guidance issued by federal, state and localauthorities pertaining to COVID-19 (including but not limited to CDC, OHSA, Governor Brown, Oregon Health Authority, and Multnomah County Health Department). The applicable guidance and requirements include, but are not limited to,those pertaining to Oregon phased reopening and sector activities,reduction in gathering sizes appropriate to the type of location and activity, complying and implementing health protocols,maintaining social distancing, and wearing face coverings. Contractor shall have a satisfactory safety plan and protocols addressing COVID-19 precautions related to Contractor's activities under this Contract. Contractor shall monitor for updated guidance and requirements and update its plan and protocols accordingly. Contractor shall provide a copy of Contractor's safety plan and protocols to City upon City's request. Contractor is solely responsible for implementing its safety plan and protocols and•addressing any COVID-19 related claims pertaining to its activities and provision of Services under this Contract. 5.14.2 Access to City Facilities. (11/20) Contractor agrees that Contractor's physical or remote access to City facilities shall be subject to the security interests and health controls necessary to protect public property, City employees and the public.The City shall not be liable for any delays necessary in granting Contractor access to any portion of the facilities or systems. SECTION 6 INDEMNIFICATION,INSURANCE,BONDING,LIQUIDATED DAMAGES 6.1 Hold Harmless and Indemnification. (08/19) Contract#31001980 Page 20 of 36 Project#126494 CAApprored:April 2020 6.1.1 Contractor shall indemnify, defend and hold harmless the City of Portland, its officers, agents, and employees,from all claims,demands, suits, and actions for all losses, damages, liabilities,costs and expenses (including all attorneys' fees and costs),resulting from or arising out of the actions, errors, or omissions of Contractor or its officers, employees, Subcontractors, or agents under this Contract. 6.1.2 Infringement Indemnity. (08/19) Contractor shall indemnify, defend, and hold harmless the City, its directors, officers,employees, and agents from and against any and all claims, demands, suits, and actions for any damages, liabilities, losses; costs, and expenses (including reasonable attorney fees, whether or not at trial and/or on appeal), arising out of or in connection with any actual or alleged misappropriation,violation, or infringement of any proprietary right or Intellectual Property Right of any person whosoever. The City agrees to notify Contractor of the claim and gives Contractor sole control of the defense of the claim and negotiations for its settlement or compromise. 6.1.3 Contractor shall indemnify, defend, and hold harmless the City against any taxes, premiums, assessments, and other liabilities (including penalties and interest)that the City may be required to pay arising from Deliverables and Services provided by Contractor,under this Contract, The City of Portland, as a municipal corporation of the State of Oregon, is a tax- exempt unit of local government under the laws of the State of Oregon and is not liable for any taxes. 6.2 Insurance. (08/19) Contractor shall not commence work until Contractor has met the insurance requirements in this section and Contractor has provided insurance certificates approved by the City Attorney. Contractor shall acquire insurance issued by insurance companies or financial institutions with an AM Best rating of A-or better and duly licensed, admitted and authorized to do business in the State of Oregon. 6.2.1 Insurance Certificate. (08/19) As evidence of the required insurance coverage, Contractor shall provide compliant insurance certificates, including required endorsements,to the City prior to execution of the Contract. The certificates shall list the City as certificate holder. Contractor shall maintain continuous, uninterrupted coverage for the Term of this Contract and to provide insurance certificates demonstrating the required coverage for the Term of this Contract. Contractor's failure to maintain insurance as required by this Contract constitutes a Material Breach of this Contract. Contractor must notify the City in writing thirty (30) Calendar Days prior to a cancellation,non-renewal, or changes to the insurance policy. 6.2.2 Additional Insureds. (08/19)For commercial general liability coverage, Contractor shall provide City with a blanket additional insured endorsement form that names the City of • Portland, Oregon, and its officers, agents and employees, as an additional insured. The additional insured endorsement must be attached to the general liability certificate of insurance. Contract#31001980 Page 21 of 36 Project#126494 CA Approved:April2020 6.2.3 Insurance Costs. (08/19) Contractor shall be financially responsible for all premiums, deductibles, self-insured retentions, and self-insurance. 6.2.4 Coverage Requirements. (08/19) Contractor shall comply with the following insurance requirements: 6.2.4.1 Commercial General Liability. (08/19) Contractor shall acquire commercial general liability("CGL") and property damage insurance coverage in an amount not.less than $2 million per occurrence for damage to property or personal injury arising from Contractor's work under this Contract. ® Required and attached 0 Reduced by Authorized Bureau Director 0 Waived by Authorized Bureau Director 6.2.4.2 Automobile Liability. (08/19)Contractor shall acquire automobile liability insurance to cover bodilyinjury and property damage in an amount not less than$2 million for each accident. Contractor's insurance must cover damages'or injuries arising out Contractor's use of any vehicle. ® Required and attached 0 Reduced by Authorized Bureau Director 0 Waived by Authorized Bureau Director 6.2.4.3 Workers' Compensation. (08/19) Contractor shall comply with Oregon workers' . compensation law, ORS Chapter 656, as it may be amended. If Contractor is required by ORS Chapter 656 to carry workers' compensation insurance, Contractor shall acquire workers' compensation coverage for all subject workers as defined by ORS Chapter 656 and shall maintain a current,valid certificate of workers' compensation insurance on file with the City for the entire period during which work is performed , under this Contract. Contractor shall acquire workers compensation coverage in an amount not less than $1 million each accident,$1 million disease each employee, and $1 million disease policy limit. El Required and attached 0 Proof of exemption(Complete Independent Contractor Certification Statement) 6.2.5 Insurance Requirements for Subcontractors. (08/19) Contractor shall contractually require its Subcontractors to acquire and maintain for the duration of this Contract insurance,equal to the minimum coverage limits required above. 6.3 Rolling Estoppel. (09/17)Unless otherwise notified by Contractor, it shall be understood that the City shall have met all its obligations under this Contract. The City will be conclusively deemed to have fulfilled its obligations, unless it receives written notification of a failure to meet such obligations in the next status report, or within ten(10)Business.Days following such failure, whichever is sooner, and Contractor identifies the specific failure in that notification. The City's failure to meet obligations must be described in terms of how it has affected the Project schedule or a specific performance requirement of Contractor. Contract#31001980 Page 22 of 36 Project#126494 CA Approved:April 2020 • 6.3.1 Contractor is estopped from claiming that a situation has arisen that might otherwise justify changes in Project timetable,the standards of performance under this Contract, or the Contract price, if Contractor knew of that problem and failed to provide notification to the City as set forth above or to include it in the applicable status report to the City's project manager. 6.3.2 In the event Contractor identifies a situation that is impairing Contractor's ability to perform for any reason, Contractor's notification should contain Contractor's suggested solutions to the situation. These suggestions should be in sufficient detail so that the City's Project Manager can make a prompt decision as to the best method of dealing with the problem and • continuing the Project in an unimpeded fashion. 6.4 Dispute Resolution. (09/1 7) Contractor shall cooperate with the City to ensure that all claims and controversies which arise during this Contract will be resolved as expeditiously as possible in accordance with the following resolution procedure: • 6.4.1 Any dispute between the City and Contractor shall be resolved,.if possible by the Project Manager or their designee on behalf of the City and a designated representative on behalf of Contractor. 6.4.2 If the Project Manager or the Project Manager's designee and Contractor are unable to resolve any dispute within three(3)Business Days after notice of such dispute is given by either Party to the other,the matter shall be submitted to Maty Sauter on behalf of the City and a designated representative on behalf of Contractor for resolution,if possible. 6.4.3 Should any dispute arise between the Parties concerning this Contract that is not resolved by mutual agreement above, it is agreed that such dispute will be submitted to mandatory mediated negotiation prior to any Party's commencing arbitration or litigation. In such an event,the Parties to this Contract agree to participate in good faith in a non-binding mediation process. The mediator shall be selected by mutual agreement of the Parties, but in the absence of such agreement each Party shall select a temporary mediator and those mediators shall jointly select the permanent mediator. All costs of mediation shall be borne equally by the Parties. 6.4.4 Should an equitable solution not result from the foregoing,the City and Contractor shall be free to pursue other remedies allowed under this Contract. 6.4.5 Unless ordered by the City to suspend performance of all or any portion of Contractor's Services, Contractor shall proceed with the performance of such Services without any interruption or delay during the pendency of any.of the foregoing dispute resolution procedures. During the pendency of any'of the foregoing dispute resolution procedures,the Contract#31001980 Page 23 of 36 Project#126494 CA Approved:April2020 City shall continue to make all payments that are not in dispute while having the right to, withhold payments that are in dispute. • 6.5 Remedies. (09/17)The remedies provided in this Contract are cumulative and may be exercised concurrently or separately. 'In the event of any Material Breach by Contractor,which Material Breach shall not have been cured as agreed to between the Parties,the City shall have the ability to pursue the City's rights at law or equity. The exercise of any one remedy shall not constitute an election of one remedy to the exclusion of any other.. 6.6 Cost of Cover. (09/17)In the event of termination of this Contract by the City due to a Material Breach by Contractor,then the City may complete the Project itself, by agreement with another contractor, or by a combination thereof. After termination, in the event the cost of completing the Project exceeds the amount the City would have paid Contractor to complete the Project under this Contract, then Contractor shall pay to the City the amount of the reasonable excess. SECTION 7 ACCEPTANCE 7.1 Right to Perform Review and Acceptance:(10/19)Prior to Acceptance of Services or Deliverables,the City shall have the right to review and inspect Deliverable(s)to ensure they meet , Acceptance Criteria, as may be further defined in Exhibit B =Statement of Work. If applicable, Contractor shall cooperate with the City in the development of Acceptance Criteria that shall codify and set forth the location,date, and other specifications: Acceptance review may occur in one or more phases, depending on the Deliverables in the Statement of Work. 7.2 Procedure and Timetable. (10/19)Unless otherwise specified, 7.2.1 The City shall commence review of a Deliverable for Acceptance within a reasonable amount of time after receipt of a Deliverable. 7.2.2 Contractor shall provide, at no additional cost, reasonable and appropriate support, assistance, and consultation in order to facilitate Acceptance review. 7.2.3 City will make all reasonable efforts to complete its Acceptance review within the time period specified within the Project schedule mutually agreed upon by the Parties in writing. If the Deliverable meets the City's Specifications,the City will accept the upfitted vehicle. 7.3 Failure of Acceptance. (10/19)The City will notify Contractor if a Deliverable or a portion of a Deliverable fails to pass an Acceptance review and will specify in reasonable detail the identified failures and possible reasons for failure. After City's notification,Contractor shall correct the failure within ten(10)Business Days and notify the City that the correction has been completed. Contract#31001980 Page 24 of 36 Project#126494 CA Approved:April2020 After Contractor's correction notification,the City shall perform a second Acceptance review. If the Deliverable or portion of the Deliverable fails to pass the second Acceptance review,the City shall notify Contractor in writing, and the City may, in its sole discretion: (a)terminate this Contract with no further liability; (b)require Contractor to replace the Deliverable or defective portion of the Deliverable at no additional cost to the City, (c) require Contractor to make further corrections to prepare for re-review ; or(d)Accept the Deliverable at a reduced cost to be negotiated between the Parties. 7.3.1 If a Deliverable fails a second or subsequent Acceptance review, in no event shall there be an increase to the original price agreed to by the Parties for the Deliverable. 7.4 City Acceptance of Failure. (05/19) If the City elects to accept a Deliverable or any combination even with the failure(s),then the City may request that Contractor issue a refund to the City in an amount equal to a percentage of the full fee value of the Deliverable that the Parties mutually determine represents the loss of use or functionality. 7.5 Revocation of Acceptance. (01/19)The City shall have the right to revoke"Acceptance with Exception(s)"if the City granted an"Acceptance with Exception(s)" based on Contractor's commitment to correct the Defect within a reasonable period of time, but the Defect has not been so corrected. The City shall also have the right to revoke Acceptance if the City accepted the Deliverable without discovery of the Defect, and the Acceptance was reasonably induced by Contractor's assurances or by the difficulty of discovery of the Defect before Acceptance: Revocation is effective only if it occurs within a reasonable time after the City discovers or should have discovered the reasons for revocation. 7.6 Termination Based on Failure of Acceptance. (10/19) If the Deliverables or Services fail to pass the Final Acceptance review(s),the City may terminate this Contract. Contractor shall refund all costs paid for the Deliverables and Services in U.S. Dollars within fifteen (15) Calendar Days of the date of receipt of notice of termination. The refund shall be in cash and not in the form of future credits from Contractor. • 7.7 No Waiver. (05/19)Acceptance shall not relieve Contractor from its responsibility under any warranty. Payment for Deliverables, or any portion thereof, does not constitute Acceptance nor does it constitute a waiver of any warranty applicable to the City. Contract#31001980 Page 25 of 36 Project#126494 CA Approved:April 2020 • SIGNATURE PAGE (08/19) • Contractor represents that Contractor has had the opportunity to consult with its own independently selected attorney in the review of this Contract.Neither Party has relied upon any representations or statements made by the other Party that are not specifically set forth in this Contract. This Contract constitutes the entire agreement between the City and Contractor and supersedes all prior and contemporaneous proposals and oral and written agreements, between the Parties on this subject, and any different or additional terms on a City purchase order or Contractor quotation or invoice. The Parties agree that they may execute this Contract and any Amendments to this Contract, by electronic means,including the use of electronic signatures. This Contract may be signed in two (2) or more counterparts, each of which shall be deemed an original, and which,when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF,the Parties hereby cause this Contract to be executed. CONTRACTOR Authorized Signature Date Printed Name and Title Address: Phone: Email: • Contract#31001980 Page 26 of 36 Project#126494 . CA Approved:April 2020 Contract Number:XXXXXXXX Amendment Number: XX Contract Title: Vehicle Upfitting Services CITY OF PORTLAND SIGNATURES By: Date: Chief Procurement Officer Approved as to Form: By: Date: ,0 3) SOIL/L.0 ity Attorn y • • • • Contract#31001980 Page 27 of 36 Project#126494 CA Approved:April 2020 Exhibit A Contractor's Price SECTION I PRICING • alMi :,. ....... :. ...: ..... :... :... . . ,.... .... ...COS. SHOP RATE Business Development Manager $75.00/hr Salem Shop Service Manager $75.00/hr Business Development Support Representative $75.00/hr Senior Project Manager $75.00/hr • Mobile Upfitting Shop Foreman $75.00/hr Mobile Upfitting Specialist Lead $75.00/hr Mobile Upfitting Specialist $75.00/hr DISCOUNTED PARTS RATES 5%to 30%discount off MSRP for all applicable parts MULTI-VEHICLE DISCOUNT Shop rates listed above reflect our multi-vehicle discount rate • • Contract#31001980 Page 28 of 36 Project#126494 • CA Approved:April2020 Exhibit B Statement of Work • SECTION 1 SUMMARY CityFleet is a division of the City of Portland Office of Management and Finance. The City of Portland owns over 3,500 vehicles and pieces of equipment and provides full-service fleet management services to fulfill the City's vehicle and equipment needs. From acquisition to disposal, CityFleet provides state- of-the-art maintenance,repair, vehicle upfitting, arid final disposal of each vehicle and piece of equipment. SECTION 2 SCOPE OF WORK • Contractor shall provide all labor, materials, and equipment necessary to provide installation of any and all aftermarket equipment used in vehicles. Services will include installation of equipment including all wiring, fabrication and removal/reinstallation of interior and exterior vehicle parts as required. Vendor shall provide all other equipment required to make a completely safe and operational vehicle. SECTION 3 TASKS AND DELIVERABLES City shall notify Contractor when a vehicle or vehicles require upfitting services. Contractor shall provide to City a quote for those upfitting services,costs shall be all inclusive. Quotes shall include a date by which the work shall be completed, and the vehicle returned to City. City Project Manager will review the estimate and if approved sign off on the estimate. Contractor will retrieve/receive the vehicle to conduct upfitting services at Contractor's facility,per the.specifications provided by City. SECTION 4 DELIVERY AND INSPECTION Upon completion.of upfitting services Contractor will return vehicle to City for final inspection by City. Upfitted vehicles are subject to final inspection and acceptance by City. Vehicles failing to conform to the requirements may be returned to Contractor. If returned,all costs are the responsibility of the • Contractor. Upon discovery of non-conforming vehicles, City may elect to do either of the following: request the Contractor to bring the vehicle(s) into compliance or assess liquidated damages if the delay exceeds fifteen(15) calendar days. SECTION 4 PROJECT MANAGEMENT • • Contract#31001980 Page 29 of 36 Project#126494 CA Approved:April 2020 • • • • 4.1 Status Reports • Contractor shall summarize activities under this Contract in written weekly status reports submitted to the City Project Manager. The status reports are due on the first day of the week and shall include summaries of all activities and Deliverables completed in the prior weeldmonth, The report shall include a list of any delayed items, a description of the cause of the delay, schedule impact, and a proposed • method of resolution. Delayed items shall be carried over onto subsequent reports until resolved. • 4.2 Place of Performance Contractor shall provide City with services at Contractor facilities as agreed with the City Project Manager. • • • • 4.3 Project Managers The City's Project Manager will be Alan Bates. The City may change City's Project Manager from time to time upon written notice to Contractor. Contact Information: (503)823-1819 or e-mail: alan.bates@portlandoregon.gov The Contractor's Project Manager will be Todd Cox. Contact Information: (541)797-0385 or e-mail: tcox@daywireless.cor • • 4.4 Acceptance Criteria and Acceptance Test Plan • • Acceptance Criteria and the Acceptance review plan shall be reviewed jointly by the City's Project Manager and Contractor's Project Manager. When agreed,the Acceptance Criteria and review plan shall be attached and incorporated here in this Statement of Work as Exhibit B-1. • • • • • • Contract#31001980 • Page 30 of 36 Project#126494 CAApprored:April2020 • Exhibit C-City RFP 00001580 Exhibit C, City RFP 00001580 Vehicle Upfitting Services incorporated by reference • • • • • • Contract#31001980 Page 31 of 36 Project#126494 CA Approved:April 2020 • • • • Exhibit Di Contractor's Proposal . , Exhibit D, Contractor's Proposal incorporated by reference. • • • • • . . • • • • • • • • • • • Contract#31001980 . Page 32 of 36 • Project#126494 • CA Approved:April 2020 • I. Exhibit E Sample Forms Exhibit E-1: STATUS REPORT ort.No BUREAU NAME Bureau Logo 1.77 Contractor Project Title Contract No. Report Date Contract Date Submitted by: 1. Key Status Indicators: Description No Yes Explanation Has scope changed? Will target dates slip? Are there resource problems? Any other issues? 2. Major Activities Completed For Reporting Week(Key Accomplishments): • Activity Comment(s) . " I 3. Major Activities.Planned'For Reporting Week and Not Completed: Activity Comment(s) 4. Major Activities Planned For Next Week: Activity Comment(s) Contract#31001980 Page 33 of 36 Project#126494 CA Approved:April 2020 • • 5. Status of Key Team Deliverables: Deliverable Comment(s) • 6. Major Issues Requiring Immediate Attention: Issue Resolution 7. Weekly Summary of Performance by Individual Individual's Name: Scheduled Activities complete' incomplete Comment(s) Individual'.s Name: Scheduled Activities complete incomplete Coinment(s) 0. Contract#31001980 Page 34 of 36 Project#126494 CA Approved:April2020 ExhibitE-2: CHANGE ORDER • RT SAM I . \;:;, BUREAU NAME • LOGO ,.l• o • 861 - CHANGE ORDER Contractor Project Title Contract No. Change Order No. *SAMPLE* Contract Date - Change Order Date • Select Type Description and Reason for Change Modification to: ElTime Project Schedule and/or Contract ❑ Scope or Statement of Work Specifications Acceptance Test Plan Statement of Work • ❑ Deliverables Acceptance Test Plan ❑ Price Statement of Work and/or • Contract ❑ Terms and Request Amendment to Conditions Contract ❑ Other 1. Additional time is necessary and the Project Schedule for the Statement of Work or a specific Deliverable is hereby extended through.(DATE)or modified as shown on the attached Project Schedule. 2. Additional work or a change in work or Specifications is necessary. For example,changes to the Statement of Work,Deliverables and/or the Acceptance. 3. A price adjustment is necessary for the following Deliverables.These changes will NOT affect the total not-to-exceed value of the Contract. For example,price changes that show the original price and the modified price. Contract#31001980 Page 35 of 36 Project#126494 CA Approved:April 2020 • ,a • • • — 4. An Amendment to the Contract is requested for the following reasons. For example,any change to the total value of the Contract,the term or ending date of the Contract, or the'Contract terms • and`conditions requires an Amendment. The Change Order is subject to the terms and conditions of the'above-referenced Contract. The rest of the Statement of Work shall remain unchanged and in full force and effect. CITY OF PORTLAND CONTRACTOR • • Authorized Signature Date ' Authorized Signature . • • Date Printed Name Printed Name City Project Manager Title Title I •i • • • • • • I • • • . Contract#31001980 Page 36 of 36 Project#126494 CAAPP,o,ed:Ap,ll2o20 • • • •