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HomeMy WebLinkAbout2015-331 Contract - Trane Oregon Contract for GOODS AND SERVICES Less than $25,000 P, ghF{ ° CONTRACTOR: TRANEOregon CONTACT: Bret Davis, EBS Account Manager 340 S. Pioneer Street ADDRESS: 7257 SW Kable Lane, Portland, OR 97224 Ashland, Oregon 97520 Telephone: 541/488-5340 TELEPHONE: 541 / 464-0020 Fax: 541/488-5314 DATE AGREEMENT PREPARED: 10/7/15 FAX: 541 / 464-8588 Email: BHDavis(a-Trane.com BEGINNING DATE: 9/9/15 COMPLETION DATE: 6/30/17 COMPENSATION: $5,045.00 GOODS AND SERVICES TO BE PROVIDED: For the seasonal Ashland Rotary Centennial Ice Rink chillier, comprehensive annual maintenance, mid-season operation inspection, 3-year labor and parts warranty, priority emergency response as required, written reports and to she fter ' p tions. ADDITIONAL TERMS: In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Goods and Services will be primary and take precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said rims City of Ashland Contract. NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows: 1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a separate written contract is entered into by the City. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 27913.220, 2796.225, 2796.230, 2796.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $20,142.20 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at an time b City upon 30 days' notice in writing Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 1 of 5 and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Contractor's performance of each and ever; obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 16. Insurance. Contractor shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property . Damage Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 2 of 5 h C. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. d. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. e. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self- insurance. 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 20. Prior Approval Required Provision. Approval by the City of Ashland Council or the Public Contracti icer ism required before any work may begin under this contract. wand ~w1~4i~ D 21. Certification. Contractor shall sign the certification attached hereto as Exhibit A~and herein incor, by reference. Contract r: City of Ashland fl o/a By Signat Department Head amm il6an l,t111ei16 1 A , 614tk_ Print Nam Print Name C'~ I'~` li`? Title ate W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 3 of 5 AShla Ity Attomey Date 1 I - L 1 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed ill accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: X (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. X (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. NuL, , 0 'f~~ t ill\ k Contractor (Date) Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 4 of 5 CITY • ASHLAND, OREGON EXHIBIT B City of Ashland LIVING WAGE Per hour effective June 30, 2015 ILA (Increases annually every June 30 by the Consumer Price Index) - - . - . , portion of business of their 401 K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. For all hours worked under a business from the City of service contract between their Ashland in excess of ➢ Note: "Employee" does not employer and the City of $20,142.20. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,142.20 or more. ➢ If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more ➢ For all hours worked in a and Recreation Department. details on applicability of this month if the emp!oyee spends policy, please see Ashland 50% or more of the Municipal Code Section ~ In calculating the living wage, employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 5 of 5 CITY OF -ASHLAND Enclosed is your 2016 City of Ashland Business Tax Registration. This is a registration only. It is the sole responsibility of the applicant to ensure compliance with all applicable federal, state, or local laws, ordinances, or regulations. Please take a moment to verify the information is correct. If any changes need to be made, please call our office at 541-488-6004. This registration will expire June 30, 2016. CITY OF ASHLAND TAX REGISTRATION (FOR REVENUE PURPOSES ONLY) BUSINESS LOCATION INFORMATION REGISTRATION NO. STREETADDRESS: 7257 SW KABLE LN BL-009117 OWNER INFORMATION PHONE: (503) 620-8031 NAME : ROBERT G DAVIS Barbara Christensen CITY RECORD EWREASURER REGISTRATION EXPIRES JUNE 30. TRANS OREGON PO BOX 23579 TIGARD, OR 97281 2016 TO BE POSTED IN A CONSPICUOUS PLACE. Client: 325008 TRANEORE DATE (MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 10/08/2015 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 Cindy Porter USI Northwest PHONE FAX EXq: 503-295-6358 A/C, No), 700 NE Multnomah, Suite 1300 -E-MAIL - - - ADDRESS: cindy.porter@usi.biz Portland, OR 97232 503 224-8390 INSURER(S) AFFORDING COVERAGE NAIC # - INSURER A: Hanover American Insurance Comp 136064 INSURED INSURER B : Hanover Insurance Company 22292 Robert G. Davis & Associates Inc. SAIF Corporation 36196 IRERC_: dba Trane Oregon NSU INSURER DAllmerica Financial Benefit Ins 41840 P O Box 23579 : Portland, OR 97281 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 DDL SUBR POLICY EFF POLICY EXP j LTR TYPE OF INSURANCE AINSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY ZZ2930129104 10/01/2015 10/01/2016 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE [XI OCCUR PREMISES Ea occurrence $500,000 X NO DEDUCTIBLE - MED EXP (Any one person) $10,000 _I PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $2_,0_00,000 POLICY IF X1 JECT I ~ LOG PRODUCTS - COMP/OP AGG $ 2,000,000 - - OTHER: $ _ D AUTOMOBILE LIABILITY . AW2930087104 10/01/2015 10/01/201 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS Per accident) $ B X UMBRELLA LIAB X ' OCCUR UH2922483704 10/01/2015 10/01/2016_ EACH OCCURRENCE $10,000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 Xi DED X RETENTION$O $O C WORKERS COMPENSATION 812918 10/01/2015 10/01/201 X PER oTH- AND EMPLOYERS' LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N E.L. EACH ACCIDENT $1,000,000 - OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) - E L DISEASE - EA EMPLOYEEI $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below j E .L. DISEASE - POLICY LIMIT $1,000,000 i DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to The City of Ashland, Oregon, and its elected officials, officers and employees only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. The General Liability policy contains a special endorsement with Primary and Non- contributory wording, when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Ashland, Parks and Recreation Commission SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 340 S. Pioneer Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE .'z/ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S16420483/Ml 6323522 SMPZP Policy # ZZ2930129104 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGL SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured - Broad Form Vendors Included 3. Aggregate Limit per Location Included 4. Alienated Premises Included 5. Bodily Injury Redefined Included 6. Broad Form Property Damage - Borrowed Equipment, Included Customers Goods & Use of Elevators 7. Incidental Malpractice (Employed nurses, EMT's & paramedics) Included 8. Knowledge of Occurrence Included 9. Medical Payments - Increased Limit $ 10,000 10. Mobile Equipment Redefined Included 11. Newly Acquired or Formed Organizations - Included Covered until end of policy period 12. Non-owned Aircraft Hired, Chartered or Loaned with Paid Crew Included 13. Non-owned Watercraft 51 feet 14. Personal Injury - Broad Form Included 15. Product Recall Expense $100,000 16. Property Damage Legal Liability (Fire, Lighting, Explosion, $300,000 Smoke or Leakage Damage) 17. Supplementary Payments Increased Limits - Bail Bonds $ 2,500 - Loss of Earnings $ 300 18. Unintentional Failure to Disclose Hazards Included 19. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Form through new coverages, higher limits and broader coverage grants. 1. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 1 Under Section II -Who Is An insured, "advertising injury" arises out of Paragraph 5. is added as follows: sole negligence of the lessor. 5.a. Any person or organization with whom (5) To any: you agreed, because of a written (a) Owners or other interests contract, written agreement or permit, from whom land has been is an insured, but only with respect to: leased which takes place after the lease for that land expires; (1) "Your work" for the additional or insured(s) at the location (b) Managers or lessors of designated in the contract, premises if: agreement or permit. (i) the occurrence takes place after you cease to be a tenant in (2) Facilities owned or used by you. that premises; or (ii) the "bodily injury", "property This insurance applies on a primary basis if damage", "personal injury" or that is required by the written contract, "advertising injury" arises out of written agreement or permit. structural alterations, new construction or demolition b. This provision does not apply: operations performed by or on behalf of the manager or lessor. (1) Unless the written contract or written agreement has been 2. ADDITIONAL INSURED BROAD FORM executed or permit has been issued VENDORS prior to the "bodily injury , "property damage", "personal injury" or Under Section II -Who Is An Insured, "advertising injury". Paragraph 6. is added as follows: (2) To any person or organization 6.a. Any person or organization with whom included as an insured by an you agreed, because of a written endorsement issued by us and contract or written agreement to provide made part of this Coverage Part. insurance, but only with respect to "bodily injury" or "property damage" (3) To any person or organization arising out of "your products" which are included as an insured under item distributed or sold in the regular course 2 of this endorsement. of the vendor's business, subject to the following additional exclusions: (4) To any lessor of equipment: (a) after the equipment lease b. The insurance afforded the vendor expires; does not apply to: or (b) if the "bodily injury" , "property (1) "Bodily injury" or "property damage" , "personal injury" or damage" for which the vendor is obligated to pay damages by Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 2 reasons of the assumption of liability for damages that the liability in a contract or of the contract or agreement; agreement. This exclusion does not apply to (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor. c. This insurance does not apply to any insured person or organization, Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Ser\nce Office, Inc., 1994 421-0080 (6/96) 3 from whom you have acquired such 3. AGGREGATE LIMIT PER LOCATION products, or any ingredient, part or container, entering into, accompanying (1) Under Section I I I - Limits Of or containing such products. Insurance the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. (2) Under Section V - Definitions, definition 20. is added as follows: 20. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. ALIENATED PREMISES Under Section I -Coverage A, Paragraph 2 Exclusions, j. (2) is replaced in its entirety with the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 5. BODILY INJURY REDEFINED Under Section V - Definitions, definition 3. "bodily injury" is replaced in its entirety with the following: 3. "Bodily injury" means bodily injury sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death resulting from "bodily injury" , sickness or disease. Included copyrighted material of Insurance Seances Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 4 6. BROAD FORM PROPERTY DAMAGE - 1. Under Section 1- Coverage A, Borrowed Equipment, Customers paragraph 2, Exclusion j. is amended as Goods, Use of Elevators follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. 2. Under Section V - Definitions, definition 21. is added as follows: 21. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. 3. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 7. INCIDENTAL MALPRACTICE -Employed Nurses, EMT's and Paramedics Under Section II -Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 8. KNOWLEDGE OF OCCURRENCE Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 5 Under Section IV - Commercial General The Event Of Occurrence, Offense, Claim Liability Conditions, Condition 2 - Duties or Suit, paragraph e. is added as follows: In e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designed by you to give us such a notice. 9. MEDICAL PAYMENTS -INCREASED LIMITS (1) Under Section I -Coverage C, paragraph a. (2) is replaced in its entirety by the following: (2) The expenses are incurred and reported to us within three years of the date of the accident; and (2) Under Section III -Limits Of Insurance, paragraph 7. is replaced in its entirety by the following: 7. Subject to 5. above, the higher of: a. $10,000; or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by one person. (3) This coverage does not apply if Coverage C - Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. 10. MOBILE EQUIPMENT BY REDEFINED Under Section V - Definitions, definition 11, Mobile Equipment, paragraph f.(1)(a)(b)(c) does not apply to self-propelled Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 6 vehicles of less than 1,000 pounds gross 11. NEWLY ACQUIRED OR FORMED vehicle weight. ORGANIZATIONS Under Section II -Who Is An Insured, paragraph 4.a. is replaced in its entirety by the following: a. Coverage under this provision is afforded only until the end of the policy period. 12. NON-OWNED AIRCRAFT, HIRED, CHARTERED OR LOANED WITH PAID CREW Under Section I -Coverage A, paragraph 2 Exclusions, g.(6) is added as follows: (6) An aircraft that you do not own that is hired, chartered or loaned with a paid crew. Paragraph (6) does not apply if the insured has any other insurance for "bodily injury" or "property damage" liability that would also be covered under this provision, whether the other insurance is primary, excess, contingent or on any other basis. In that negligence of the lessor case, this provision does not provide any insurance. 13. NON-OWNED WATERCRAFT Under Section I - Coverage A, paragraph 2 Exclusions, g.(2) is replaced in its entirety by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 7 is responsible for the use of a (1) Under Section I - Coverage B, watercraft. paragraph 2.a.(4) is deleted. 14. PERSONAL INJURY - BROAD FORM (2) Under Section V - Definitions, definition 13, paragraph f. is added as follows: f. Discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation. director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", nor to the employment, prospective person or persons by an insured. (3) This coverage does not apply if Coverage B - Personal and Advertising Injury Liability is excluded either by the provisions of the Coverage Part or by endorsement. 15. PRODUCT RECALL EXPENSE (1) Under Section I -Coverage A, paragraph 2 Exclusions, n. is replaced in its entirety by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 8 inspection, repair, replacement, (2) "Your work"; or adjustment, removal or disposal of: (3) "Impaired property"; (1) "Your product"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". The exception to the exclusion does not apply to "product recall expenses" resulting from: (1) Failure of any products to accomplish their intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (7) Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 9 have no known or suspected (8) Recall of "your products" that defect solely because a known or suspected defect in another of "your products" has been found. (2) Under Section II -Who Is An Insured, paragraph 4.d. is added as follows: d. Coverage A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. (3) Under Section III - Limits of Insurance, paragraph 3. is replaced in its entirety by the following: 3. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage A because of "bodily injury" and "property damage" included in the "products- completed operations hazard"; and b. "Product recall expenses". (4) Under Section III - Limits of Insurance, paragraph 8. is added as follows: 8. Subject to 5. above, $100,000 is the most we will pay for all "product recall expenses" arising out of the same defect or deficiency. (5) Under Section IV - Commercial General Liability Conditions, Condition 2 -Duties in the Event Of Occurrence, Offense, Claim or Suit, paragraph g. Is added as follows: Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 10 g. You must see to it that the following (1) Give us prompt notice of any are done in the event of an actual or discovery or notification that "your anticipated "covered recall" that may product" must be withdrawn or result in "product recall expense": recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. (6) Under Section V - Definitions, the following definitions are added: 22. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 23. "Product recall expense" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Seance Office, Inc., 1994 421-0080 (6/96) 11 (4) Hiring additional persons, other than (5) Expenses incurred by "employees" your regular "employees"; including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product" , but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal; You incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". 16. PROPERTY DAMAGE LEGAL LIABILITY (Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems Damage) (1) The word fire is changed to fire, lightning, explosion, smoke and leakage from fire protective systems where it appears in the Limits of Insurance section of the Declarations for the Commercial General Liability Coverage Part; (2) Under Section I - Coverage A, the last paragraph (after the exclusions) is replaced in its entirety by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 12 described in LIMITS OF INSURANCE results from fire, lightning, explosion, (SECTION III). This limit will apply to all smoke or leakage from fire protective damage proximately caused by the same systems or any combination of the five. event, whether such damage (3) Under Section 111 - Limits Of Insurance, Paragraph 6. is replaced in its entirety by the following: 6. Subject to 5. above, the higher of a. $300,000; or b. the Fire, Lightning, Explosion, Smoke or Leakage From Fire Protective Systems Damage Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" from fire, lightning, explosion smoke and leakage from fire protective systems to premises, while rented to you or temporarily occupied by you with permission of the owner. (4) Under Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, paragraph b.(2) is replaced in its entirety by the following: b.(2) That is fire, lightning, explosion, smoke or leakage from fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; or (5) Under Section V - Definitions, definition 8. "Insured contract", a. is replaced in its entirety by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 13 leakage from fire protective systems to (6) This coverage does not apply if Fire premises while rented to you or Damage Legal Liability of Coverage A is temporarily occupied by you with excluded either by the provisions of the permission of the owner is not an Coverage Part or by endorsement. "insured contract". 17. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under Section I -Supplementary Payments Coverages A and B, paragraphs 2. and 4. are replaced in their entirety as follows: 2. Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 4. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $300 a day because of time off from work. 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under Section IV - Commercial General Liability Conditions, Condition 6 - Representations, paragraph d. is added as follows: d. We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 19. UNINTENTIONAL FAILURE TO NOTIFY Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 14 Under Section IV - Commercial f. Your rights afforded under this policy General Liability Conditions, shall not be prejudiced if you fail to give Condition 2 - Duties us notice of an "occurrence", offense, In The Event Of Occurrence, Offense, claim or "suit", solely due to your Claim or Suit, paragraph f. is added as reasonable and documented belief that follows: the "bodily injury" or "property damage" is not covered under this policy. Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 15 Included copyrighted material of Insurance Services Office, Inc. With its permission Copyright, Insurance Service Office, Inc., 1994 421-0080 (6/96) 16 Policy #ZZ2930129104 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Other Insurance - Primary and Non-Contributory (Additional Insured) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV - Commercial General Liability Conditions: 4. Other Insurance (1) Any of the other insurance, whether primary, excess, a. Additional Insureds contingent or on any other If you agree in a written contract, written basis: agreement or permit that the insurance (a) That is Fire, Extended provided to any person or organization included as an Additional Insured under Coverage, Builder's Risk, Section 11 - Who is An Insured, is Installation Risk similar primary and non-contributory, the following coverage for 'your r work"; applies: (b) That is Fire insurance for premises rented to the Additional Insured or If other valid and collectible insurance is temporarily occupied by available to the Additional Insured for a the Additional Insured with loss we cover under Coverages A or B of permission of the owner; this Coverage Part, our obligations are limited as follows: (c) That is insurance purchased by the 1.Primary Insurance Additional Insured to cover This insurance is primary to other the Additional Insured's insurance that is available to the liability as a tenant for Additional Insured which covers the "property damage" to Additional Insured as a Named premises rented to the Insured. We will not seek contribution Additional Insured or from any other insurance available to temporarily occupied by the Additional Insured except: the Additional with L For the sole negligence of the permission of the owner; Additional Insured; or ii. when the Additional Insured is an (d) If the loss arises out of the Additional Insured under another maintenance or use of primary liability policy; or aircraft, "autos" or watercraft to the extent not iii. when 2. below applies. subject to Exclusion g. of If this insurance is primary, our Section I - Coverage A - obligations are not affected unless Bodily Injury And Property any of the other insurance is also Damage Liability. primary. Then, we will share with When this insurance is excess, we will have all that other insurance by the no duty under Coverages A or B to defend method described in 3. below. the insured against any "suit" if any other 2. Excess Insurance insurer has a duty to defend the insured This insurance is excess over: against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 421-0452 06 07 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 2 When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 421-0452 06 07 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2 Ashland Parks & Recreation SERVICE AGREEMENT Scheduled Maintenance Program CUSTOMER: Ashland Parks & Recreation PROJECT/LOCATION: Ashland, OR AGREEMENT NUMBER: BD150909APR _ Ashland Ice Rink SKATE AT VOIIR OWN RISK rJMNE0)?LrG0N General Services TraneOregon is committed to keeping the ice rink equipment operational so your customers can skate. Since 1982, TraneOregon has earned lasting relationships with building owners throughout Oregon and Southwest Washington by doing whatever it takes to meet their needs. Maintenance Program Objectives TraneOregon's scheduled maintenance program provides for thorough inspections of your equipment. This program's primary goals are to: reduce the incidences of untimely breakdowns, maintain optimum efficiency that will result in lower energy bills, and to protect your investment. Environmental We know that meeting our customers' needs requires HVAC solutions with maximum efficiency and that produce minimal impact on the environment. At the same time, we recognize that the environmental priorities of each Trane customer are different and that priorities may change over time. Global warming, greenhouse gas emissions, ozone depletion potential, oil leakage, energy efficiency and other issues are weighed by customers against many other factors, from application demands to regional or national environmental standards. A fundamental element of Trane's success is helping our customers achieve their environmental priorities by providing the right products using the right refrigerants for their buildings and applications, in the right system, at the right time. Our environmental commitment is to provide state-of-the-art HVAC systems and services that are good for our customers, good for our businesses and environmentally responsible. Genuine Trane Parts Protecting the customer's investment with parts that meet or exceed the original OEM specifications increases the reliability and correct operation of the equipment. TraneOregon Parts Center has a full-line local parts inventory. We have access to these parts 24 hours a day, seven days a week. Written Reports A service work order will be provided to the customer's representative following each maintenance visit. All attempts will be made to provide the same service technician for all scheduled inspections. The service work order will list the inspection date, individual to report to, work to be performed, and any special instructions. When our service is complete you will receive a signed copy of the work order that details what was accomplished and lists and unusual conditions and / or deficiencies found. A copy will also be left at the job site. Preferential Service As part of this agreement, Ashland Parks & Recreation is entitled to preferential service over non-contract customers. This insures Ashland Parks & Recreation will receive preferential treatment in the scheduling of any emergency repairs. This coupled with our 24 Service Engineers; we are able to respond to your needs regardless of vacation or illness. Our 24-hour Priority Emergency Service phone number is: (503) 620-8031. Ashland Parks & Recreation TRUEOREXIV BD150909APR General Services Authorized Warranty Agent TraneOregon is THE warranty and servicing agent of The Trane Company in the state of Oregon and SW Washington. With the TraneOregon Service Company you get the best of both worlds: the responsiveness of a leading, locally-owned firm with the technical excellence and nationwide service support of the world's top HVAC equipment manufacturer. r~ r: M Ashland Parks & Recreation TRANEOREGCN BD150909APR Equipment List Below is the list of equipment for which TRANEOREGON will provide scheduled maintenance services. MFG Equipment Unit Tag Model # Serial # Task .Code Frequency Type Location Outside next to ROT-310 1 Trane Air Cooled Chiller ice rink RTAA125 U96K07831 ROT-330 1 Ashland Parks & Recreation TRUEOREGON BD150909APR Scope of Services Please see the attached "Program Descriptions/Task Lists" for complete outline of services that are included with this Maintenance Agreement. Scope of Services Service Code Standard Included Comprehensive Annual Maintenance Inspection ROT-310 Included Mid-season Operating Inspection ROT-330 Included Condenser Coil Cleaning CDS-250 Not Included All work will be performed in adherence to SFT Included TraneOregon Safety Guidelines & Requirements 3 Year Labor and Parts Warranty 3YRWRNT Included Priority Emergency Response - As Required EMS Included 15% off TraneOregon Training Classes TRN101 Included Written Reports and Log Sheets after inspection WRLS101 Included Ashland Parks & Recreation TMOREGON BD150909APR Clarifications & Exceptions As Recommended By The Trane Company ROT-310 COMPREHENSIVE ANNUAL INSPECTION SERVICE 1. Report in with the Customer Representative. 2. Record and report abnormal conditions, measurements taken, etc. 3. Review customer logs with the customer for operational problems and trends. 1. General Assembly a. Inspect for leaks and report leak check result. b. Repair minor leaks as required (e.g. valve packing, flare nuts). c. Calculate the refrigerant loss rate and report the results to the customer. d. Check the condenser fans for clearances and free operation. e. Check tightness of condenser fan motor mounting brackets. f. Check the set screws on the fan shafts. g. Visually inspect the condenser coil for cleanliness. h. Verify the performance of the fan control inverter VFD, if applicable. 2. Controls and Safeties a. Inspect the control panel for cleanliness. b. Inspect wiring and connections for tightness and signs of overheating and discoloration. c. Verify the working condition of all indicator/alarm lights and LED/LCD displays. d. Test the operation of the chilled water pump starter auxiliary contacts. 3. Lubrication System a. Check oil for discoloration. Make recommendations to the customer based on the oil condition. b. Verify the operation of the oil heaters. 4. Motor and Starter a. Clean the starter cabinet and starter components. b. Inspect wiring and connections for tightness and signs of overheating and discoloration. c. Check the condition of the contacts for wear and pitting. d. Check contactors for free and smooth operation. e. Check all mechanical linkages for wear, security and clearances. f. Verify tightness of the motor terminal connections. g. Meg the motor and record readings. h. Verify the operation of the electrical interlocks. i. Measure voltage and record. Voltage should be nominal voltage ±10%. Ashland Parks & Recreation TRANEX60N BD150909APR Clarifications & Exceptions ROT-330 RUNNING INSPECTION 1. Check the general operation of the unit. 2. Log the operating temperatures, pressures, voltages, and amperages. 3. Check the operation of the control circuit. 4. Check the operation of the lubrication system. 5. Check the operation of the motor and starter. 6. Analyze the recorded data. Compare the data to the original design conditions. 7. Review operating procedures with operating personnel. 8. Provide a written report of completed work, operation log and indicate any uncorrected deficiencies detected. Overtime If overtime labor is necessary, and requested by the customer outside of standard working hour (Monday through Friday), the customer is liable for the Overtime Differential cost. Additional Repairs / Enhancements Any additional repairs found to be necessary and / or requested enhancements outside the scope of this agreement will be submitted to Ashland Parks & Recreation for approval. Any approved work, on covered equipment, will be eligible for our contract customer discounted labor rates. Ashland Parks & Recreation T"NEOREGON BD150909APR Customer Acceptance TraneOregon, presently located at, shall administer this Program: 7257 SW Kable Lane Portland, OR 97224 (503) 620-8031 Equipment Serviced See "Equipment List" section for a list of equipment included in this program Agreement Price & Term Services Years Per Year One $2,485.00 Two $2,560.00 Three $2,636.00 Four $2,715.00 Five $2,797.00 The agreement is effective from September 1, 2015 - August 31, 2020 and shall remain in effect from year to year unless cancelled by 30 days written notice. The price shall be payable yearly upon acceptance of contract. Submitted By: Bret Davis Date: September 9, 2015 Customer Acceptance: Trane Approval: FUNEOREGON Customer Company Name Bret Davis Customer Acceptance (typed/printed name) Trane Approval (typed/printed name) EBS Account Manager Title Title z4z September 9, 2015 Customer Acceptance (Signature) Date Trane Approval (signature) Date Ashland Parks & Recreation TRUENSON BD150909APR Correspondence Trane's records indicate the following contacts and information distribution: Site Information Contact Information Unit Location Name Bruce Dickens Title Park Superintendent Site Name Ashland Parks & Recreation Ashland Ice Rink Address 340 S. Pioneer Street 95 Winburn Way in Lithia Park City/State/Zip Ashland, OR 97520 Ashland, OR 97520 Phone (541) 488-5340 Fax (541) 488-5314 Mobile (541) 552-2252 E-mail bruce.dickens@ashland.or.us Service By The Manufacturer T"NE0)?LcG0A1 TraneOregon Bret Davis Account Manager 7257 SW Kable Lane Portland, OR 97224 Direct: (541) 464-0020 FAX: (541) 464-8588 Mobile: (541) 391-0232 E-mail: BHDavis(a)Trane.com An equal opportunity employer Trane's 24-hour Emergency Service number is: (503) 620-8031 Ashland Parks & Recreation TRANEYSON BD150909APR GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SERVICE CONTRACTS In these General Terms and Conditions, reference to 'the Agreement' are to the agreement comprised of these General Terms and Conditions and the Specific Terms and Conditions executed by the Customer and Robert G. Davis and Associates dba TraneOregon (herein referred to as Trane) to which these General Terms and Conditions are attached. f. Payment and Taxes A. Payment due net thirty (30) days upon receipt of invoice. Interest of 1 on unpaid balances may be charged by Trane. Trane may discontinue services whenever payment is overdue. B. Unless otherwise agreed, Customer shall pay, in addition to the stated price, all taxes not legally required to be paid by Trane or, alternatively, shall provide Trane with acceptable tax exemption certificates. C. Customer will pay reasonable attorney fees incurred by Trane in enforcing collection of the amounts due. D. Where the agreement is subject to annual renewal, the price payable hereunder may be reviewed annually by Trane. Trane shall notify the Customer of any increase in the price within 45 days after each anniversary of the date of the Agreement, with the revised price to take effect from the day falling 14 days after such notification. In the event that the Customer does not agree to the price increase, it shall notify Trane in writing within 14 days of being notified of the price increase. Failure to notify Trane shall constitute acceptance of the price increase. In the event that the Customer does not agree to the price increase and Trane and the Customer do not thereafter reach agreement on the price increase within 28 days of the Customer notifying Trane of its disagreement to the price increase, either party may terminate this Agreement on 45 days' written notice to the other, without prejudice to Trane's right to be paid in full for 211 services performed and goods supplied under the Agreement up to the date of termination E. In the event equipment covered under a total maintenance contract is removed from property during term of contract, the contract scope, hours and related price will be re-evaluated by Trane to determine if adjustment is necessary. This adjustment will be communicated to customer within 30 days of notification of removal of equipment. 2. Liability Trane's liability for injury to persons or damage to property (including the Equipment and any other property) shall be limited to that caused directly and proximately by its negligence in performing operations under this Agreement. Trane shall not be liable for personal injury or for damages to any equipment of other property caused by reason of negligence of others, faulty system design, misuse, abuse or caused by conditions beyond its reasonable control or by unknown causes. In no event will Trane be liable for any damages caused by Customer's failure to perform Customer responsibilities or for any claim by Customer based on any third-party claims. Trane reserves all rights to subrogation. In no event shall Trane be liable under on in connection with this Agreement or any collateral contract for: i) any loss of income, profit or contracts; or ii) any indirect or consequential loss or damage, of any kind howsoever arising and whether caused by breach of contract, negligence or other tort. 3. Performance Services will be performed during normal daytime working hours with any overtime or emergency labor billed separately, unless otherwise agreed to in writing. Trane's duty to perform under this Agreement and the price hereof is contingent upon none of the following events delaying, preventing or impeding such performance-strikes, lock-outs, industrial disputes, accidents, fires, floods, power failure, interruption of fuel supplies, civil disturbance, natural disasters, the inability to procure materials from the usual sources of supply, or upon any other cause beyond the control of Trane. Upon the occurrence of any such event as aforesaid, Trane may give written notice to the Customer of the occurrence of such event and delay performance or, at its option, renegotiate prices, terms and conditions with the Customer. If Trane and Customer are unable to agree on such revisions to prices, terms and conditions within 14 days of Trane notifying the Customer of the occurrence of an event which will delay, impede or prevent performance, wither party may by notice in writing to the other, terminate this Agreement, whereupon the only remaining liabilities hereunder shall be the Customer's obligation to pay for services rendered and goods delivered by Trane hereunder up to the date of termination. 3a. Performance for Total Maintenance Option This agreement presupposes that all major pieces of equipment are in proper operating condition at the signing of this agreement. It shall be the responsibility of Trane to inspect and report to the Customer any malfunctions and defects within sixty (60) days after effective date. If equipment cannot be operated within this 60 day period to seasonal conditions or other factors beyond our control, the period for initial inspection will be extended 30 days after the equipment can be operated and checked out. It shall be the responsibility of Trane to make recommendations and to assist the Customer in restoring the equipment to proper operating condition. However, all of the actual restoration costs shall be paid by the Customer. After equipment restoration to original operating conditions has been approved by Trane, coverage will become effective in accordance with the terms of this agreement. Services will be performed during normal daytime working hours with any overtime or emergency labor billed separately, unless otherwise agreed to in writing. Trane's duty to perform under this Agreement and the price hereof is contingent upon none of the following events delaying, preventing or impeding such performance-strikes, lock-outs, industrial disputes, accidents, fires, floods, power failure, interruption of fuel supplies, civil disturbance, natural disasters, the inability to procure materials from the usual sources of supply, or upon any other cause beyond the control of Trane. Upon the occurrence of any such event as aforesaid, Trane may give written notice to the Customer of the occurrence of such event and delay performance or, at its option, renegotiate prices, terms and conditions with the Customer. If Trane and Customer are unable to agree on such revisions to prices, terms and conditions within 14 days of Trane notifying the Customer of the occurrence of an event which will delay, impede or prevent performance, wither party may by notice in writing to the other, terminate this Agreement, whereupon the only remaining liabilities hereunder shall be the Customer's obligation to pay for services rendered and goods delivered by Trane hereunder up to the date of termination. 4. Customer Obligations Customer shall: A. Provide Trane reasonable and safe access to all equipment and areas as are reasonably required by Trane to enable it to perform the work covered by this Agreement; B. Reimburse Trane for repairs, replacements, and/or emergency calls occasioned by any cause beyond Trane's control. Such reimbursement shall be at current overtime/holiday rates for labor, and current price levels for materials unless otherwise agreed and may at Trane's option be subject to a separate written agreement prior to its undertaking such work; C. Notify Trane of any unusual performance of equipment covered by this Agreement; and D. Permit only Trane personnel to repair or adjust equipment and/or controls during the period of this Agreement. 5. Exclusions Unless otherwise expressly provided for in the Specific Terms and Conditions to which these General Terms and Conditions are attached, the following matters are excluded from the Services to be provided by Trane under this Agreement, A. The provisions of spare parts, the repair and/or replacement of non-maintainable parts of the system such as unit cabinets, shells, ductwork, electrical wiring or disconnect switches, manual isolation valves, evaporator and condenser tubes, hydronic piping, structural supports, boiler refractory material, tubes and shells, storage tanks for fuel, water or other substances, refrigerant (Unless Total Maintenance), recording or portable instruments, gauges or thermometers, pipe coverings, insulation, fire dampers or responsibility for maintaining the appearance of decorative casing or cabinets and similar items; B. Any damage of malfunction resulting from freezing, corrosion or erosion on the water side of the equipment or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Trane as part of this Agreement; C. Problems caused by utility service needed for operations of the equipment or damage sustained by equipment or systems not specifically covered by this Agreement; D. Furnishing any items of equipment, material or labor, or performing special tests recommended or required by insurance companies or federal, state or local governments (including inspection of fire dampers and filter for the issue of ventilation certification) unless specifically include in the Services to be provided under this Agreement; E. Failure or inadequacy of any structure of foundation supporting or surrounding the unit(s) or any portion thereof; F. Building access, alterations or structural support which might be necessary to service, maintain, repair, or replace Customer's equipment, G. If Trane is required to make emergency calls to respond to or repair damage caused by extrinsic forces such as floods, fire, elements, lightning, riots, strikes, labor troubles, civil commotion of any kind, or any reason or event beyond Trane's reasonable control Customer shall be separately billed for such time and expense. H. The normal function of starting and stopping and logging the performance of the equipment to be provided or serviced pursuant this Agreement. This includes among other things the opening and closing of valves, dampers or regulators normally installed to protect the equipment against damage, or for obtaining proper operation; 1. The furnishing of water treatment or cleaning to protect the equipment or to provide satisfactory operation is not included and if found necessary Customer agrees to have it furnished by Trane or someone approved by Trane at Customer's expense; J. System design performance, including any design changes attributable to tenancy variations; K. The removal of waste products including sludge, sewerage, oil and grease; or L. The removal of asbestos. M. Warranty and any claims, damages, losses or expenses arising from or related to work done or services provided by individuals or entities that are not employed or hired by Trane. 6. Hazardous Materials If, during or prior to the performance of its functions hereunder, Trane discovers the existence of any hazardous materials such as, but not limited to, asbestos, it will stop work immediately and notify Customer of its existence. Customer agrees to take such steps as may be required by Trane in relation to the hazardous materials as will permit Trane to safely resume its work hereunder. 7. Warranties A. Trane warrants that: 1. Trane manufactured material supplied is warranted to be free from defect in material and manufacture for a period of twelve months from date of start-up or replacement. Trane's obligation under this warranty is limited to repairing or replacing the defective part at its option. 2. Labor is warranted (to have been properly performed) for a period of 90 days from completion. Trane's obligation under this warranty is limited to correcting any improperly performed labor. 3. Non-Trane equipment and/or parts are not warranted by Trane. Warranties for such equipment and parts are those extended to Trane by the respective manufacturer. 4. There are absolutely no other warranties extended, unless stated in the scope of work, including any implied warranties. B. There are absolutely no other warranties extended, including any impl,ed warranties of fitness for particular purpose or merchantability. S. Indemnification Trane shall indemnify and hold harmless Customer and its affiliates, and the directors, shareholders, agents and employees of each of them ("Indemnities'), from and against any fine, penalty, loss, cost, damage, injury, claim, expense or liability (individually and collectively "Liabilities"), where and to the extent such liabilities arise out of or result from the negligence of Trane as described in "Liability" above. 9. Insurance Trane agrees to maintain insurance in the following minimum amounts during the terms of this Agreement: A. Commercial General Liability US$1,000,000 per occurrence B. Automobile Liability US$1,000,000 CSL C. Workers Compensation Statutory Limits 10. Termination (Excluding Total Maintenance Contracts) Either party shall have the right to terminate this Agreement at any time by giving not less than 30 days' prior notice in writing to other parry. 10a. Termination Policy for Total Maintenance Either party shall have the right to terminate this Agreement at any time by giving not less :han 30 days' prior notice in writing to other party. If customer cancels contract before end of contract term, there is a buyout clause that becomes effective. Customer must pay, within 30 days of invoice, 50% of balance remaining for remainder of contract term. This amount will be calculated by Trane and sent to Customer for review. ]I. Legal Compliance Trane will comply with applicable federal, state and local laws applicable to the performance of services contemplated under this Agreement and will obtain any requisite temporary licenses or permits required for Trane to perform the work. The Customer will at its own cost obtain all necessary permanent licenses, permits or approvals required arising out of the performance of work. 12. Entire Agreement These general terms and conditions and the specific conditions to which they are attached embody the entire agreement between Customer and Trane pertaining to the subject matter described herein. Any modifications or amendments must be in writing and signed by both parties. Customer Acceptance: Trane Approval: FRANEOREGON Customer Company Name Bret Davis Customer Acceptance (typed/printed name) Trane Approval (typed/printed name) EBS Account Manager Title Title X Z % September 9, 2015 Customer Acceptance (Signature) Date Trane Approval (signature) Date EXHIBIT D CERTIFICATE OF COMPLIANCE Compliance with Oregon Tax Laws: In compliance with OAR 137-047-0255(2)(c)(C)(e), I hereby attest or affirm under penalty of perjury: That I am authorized to act on behalf of the contractor in this matter, that I have authority and knowledge regarding the payment of taxes, and that contractor is, to the best of my knowledge, not in violation of any Oregon Tax Laws, as defined in ORS 305.380. Compliance with Nondiscrimination Laws: In compliance with ORS 279A.110(4) and OAR 137-047-0255(2)(a)(F), I hereby attest or affirm under penalty of perjury that I am authorized to act on behalf of contractor in this matter, and to the best of my knowledge the contractor has not discriminated against minority, women or emerging small business enterprises or against a business enterprise that is owned or controlled by or that employs a disabled veteran in obtaining any required subcontracts, and that the Bidder is not in violation of any Discrimination Laws. Corporate Officer: By: Signature. Print Nhme a ) Title:_ NI I'a-_ (f? Sicut- Date: - L ° CA c i i Contract for an Asphalt Paver, page 7 of 11 E Page 1 / 1 ASHLAND PARK COMMISSION "7" 20 E MAIN ST. DATE PO NUMBER ASHLAND, OR 97520 10/26/2015 00511 (541) 488-5300 VENDOR: 001107 SHIP TO: TRANE OREGON, ACCT# ASHL002 PO BOX 23579 TIGARD, OR 97281 FOB Point: Ashland, Oreqon Req. No.: Terms: net Dept.: Req. Del. Date: Contact: Bruce Dickens Special Inst: Confirming? NO Quantity Unit Description Unit Price Ext. Price For the seasonal Ashland Rotary 5,045.00 Centennial Ice Rink chiller, 2-year comprehensive annual maintenance for existinq system, mid-season operation inspection, 3-year labor and parts warranty, priority emergency response as required, wirtten reports and loq sheets after inspections. Period spanninq October 16, 2015 to June 30, 2017. Contract for Goods and Services Beqinninq date: 09/09/2015 Completion date: 06/30/2017 t i SUBTOTAL 5,045.00 BILL TO: TAX 0.00 FREIGHT 0.00 TOTAL 5,045.00 Account Number Project Number Amount Account Dumber Project Number Amount E 211.12.02.06.60410 5,045.00 i Authorized Signature VENDOR COPY FORM#3 CITY OF ii`e ~,lesf~ for a Purchase Order 'ASH LAN D REQUISITION Date of request: 10/16/15 Required date for delivery: 10/28/15 Vendor Name TRANEOregon ATTN: Bret Davis, EBS Account Manager Address, City, State, Zip 7257 SW Kable Lane, Portland, OR 97224 Contact Name & Telephone Number Fax Number TEL: 541-464-0020 FAX: 541-464-8588 BHDavis(a@Trane.com SOURCING METHOD ❑ Exempt from Competitive Biddinq ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon FY 15-16 ❑ Direct Award Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ® (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date Description of SERVICES Total Cost For the seasonal Ashland Rotary Centennial Ice Rink chiller, 2-year comprehensive annual maintenance for existing system, mid-season operation inspection, 3-year labor and parts warranty, priority emergency response as required, written reports and log sheets after $ 5,045.00 inspections. Period spanning October 16, 2015 through June 30, 2017. Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ® Per attached quotelproposal $ 5,045.00 Project Number Account Number Account Number Account NumbedIl_-1, 62-0r_o- b IQr~ *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: ITDirector Date Support-Yes/No By signing this re uisition form, I certify that the City's public contracting requirements have been satisfied. Employee: V Department Head: (Equal to or greater than $5,000) Department Manager/Supervisor: t ,~,!lY/,~cJ _ City Administrator: (Equal to or greater than $25,000) -7 Funds appropriated for current fiscal year ii/NO Finance Director- (Equal to orgreierthan $5,000) Date Comments: Form #3 - Requisition