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2021-057 PO 20220132- National Heating & Air Conditioning, Inc.
`'f :, � Purchase Order ,.W1 _ c 4 ,M Fiscal Year 2022 Page: 1 of: 1 ms=s E._'.a_E i BEEN:E T-f P--E�FNFGE=Q L LL- B City of Ashland ,I ATTN: Accounts Payable Purchase L 20 E. Main 20220132 Ashland, OR 97520 Order# T Phone: 541/552-2010 O Email: payable@ashland.or.us ✓ H C/O Wastwater Treatment Plant E NATIONAL HEATING &AIR CONDITIONING, INC 1 1195 Oak Street N PO BOX 379 p Ashland, OR 97520 O TALENT, OR 97540 Phone: 541/488-5348 R - Fax: 541/552-2364 David Gies ---E1- :a@ e-:red F-gle e1a0® @IBI:1=-b:F'e:-a B -:Ie= 6e:Tr a[7 n33ia[a' 1-4 4O° - -- ■pr� _.. 09/09/2021 255 FOB ASHLAND OR City Accounts Payable - e_ _----�— _ _ f - --_ 11=ii9i :M—ra-.q, �tea@t d k- Replace NC Unit VVWTP RAS Bldg 1 Replace air conditioner on RAS building at WWTP 1.0 $20,027.00 $20,027.00 Goods and Services Agreement(Less than $25,000) Completion date: January 31, 2022 Project Account: ***************GL SUMMARY*************** 086100-602400 $20,027.00 • ___ _____________ .__ By: Date: ©���©�'1-� =- --_-__7—_-- .._._:_,____A Aut orized Signature r- ..;7_G__e1P:___T=r — $20,027.00 FORM #3 l CITY of -L. ._:.,-7„,':..•,`. ..; ' ...-':- ::''..':.,:;',.-= .:--iel' 47,--6' 7-� e° 'P----. ASH LAN' D REQUISITION Date of request: . 7-13 -2/ Required date for delivery: Vendor Name Wa 1'. 7914 / //tea --5/-11/C Address,City,State,Zip Contact Name&Telephone Number ` Email address SOURCING METHOD ( c ren ❑ Exempt from Competitive Bidding 0 Invitation to Bid 0 Emergency #13,Written findings and Authorization ❑ Reason for exemption: Date approved by Council: 0 Formen ❑ AMC 2.50` (Attach copy of council communication) 0 Written quote or proposal attached ❑ Written quote or proposal attached _._,(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 � tAttach copy of council communication) Contract# ❑ VerballWritteen bid(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington _ Date approved by Council: Contract# (Attach copy of council communication) 0 Other government agency contract Intermediate`Pracurement 0 Sole Source Agency GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract It Intergovernmental Agreement Greater than$5,000 and less than 5100,000 ❑ Written quote or proposal attached , ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5Kto$75K Agency PERSONAL SERVICES approvedbyAnnual cost to Citydoes not exceed$25,000. Date Council: 0 Greater than$5,000 and less than$75,000 Valid until: (Date) ' Agreement approved by Legal and approved/signed by � CityAdministrator.AMC 2.50.070(4) ' Less than$35,000,by direct appointment El Special ProcurementAnnual cost to City exceeds$25,000,Council (3)Written proposals&solicitation attached 0 Form#9,Request for Approval ElForm#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: ____'(Date) Description of SERVICES Total Cost +QQ iac /e ti / 090D 7 . • Item# Quantity Unit Description of MATERIALS . Unit Price Total Cost /tile ii ; -- , o e.i7 APer attached quote/proposal TOTAL COST Project Number - _ _ Account Number 054 to 0 -ei2a09 620 e 7 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 requis'•' form,I certify tha the City s public ceniracting-requirements have been satisfied. Employee: f G?%� Department Heat:�`,;1 41.I51W( � �,�I �t attoorgreaterthan$5,000) Department Manager/Supervisor; C. Ina.er pt } tto or greater than$25,000) Funds appropriated for current fiscal year 4111YEF I NO t .V ` Vp Z Fl anc- I rector Eqtal o orgreatert an S5:e00) Date Comments: Form#3-Requisition r s J • GOODS AND SERVICES AGREEMENT(LESS THAN$25,000) PROVIDER: National Heating&A/C CITY O F PROVIDER'S CONTACT: Rick Milne SHLAND 20 East Main Street ADDRESS: P.O. Box 379 Ashland, Oregon 97520 Talent,OR.97540 Telephone: 541/488-5587 Fax: 541/488-6006 PHONE; 541-535-4687 Email:rick@nationalheatandair.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 National Heating& Air Conditioning, Inc. • ("hereinafter"Provider"),for replacement air conditioner for RAS Building at WWTP. 1. PROVIDER'S OBLIGATIONS 1.1 National Heating&A/C to provide Carrier 2-stage Cooling Unit#50-TC-D14A2M6-0A310 and remove old unit as set forth in the "SUPPORTING DOCUMENTS" attached hereto.and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS;and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The services defined and described in the "SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as"Work." - 1.2 Provider shall-obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder,a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: e Comprehensive General or Commercial General Liability, including personal injury, contractual liability,and products/completed operations coverage; and e Automobile Liability. • 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a"claims made"form,and shall: o 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; O 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; O Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; ® Provider shall immediately notify.the City of any change in insurance coverage Page 1 of 5: Goods and Services Agreement between the City of Ashland and National Heating&A/C • © Provider shall supply an endorsement naming the City,its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and A Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 Provider shall,atits own expense,maintain Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers.. 1.4 Provider agrees that no person shall,on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source-of income, suffer discrimination in the performance of•this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further,Provider agrees • not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055,in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $22,002.43 or more, Provider 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. Provider is also required to post the notice attached hereto as"Exhibit A"predominantly in areas where it will be seen by all employees. 1.7 Assignment: Provider 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. Provider 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. • 2. CITY'S OBLIGATIONS • 2.1 City shall pay Provider the sum of$20,027.00, plus permit fees at cost, as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 . In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$20,027.00,plus permit fees at cost,without express,written approval from the City official whose signature appears below,or such official's successor in office. 'Provider expressly acknowledges that no other person has authority to order or authorize'additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. Page 2 of 5: Goods and Services Agreement between the City of Ashland and National Heating&A/C • • • 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or'agent of the City for any purpose. 3.3 Provider is not entitled to,and expressly waives all claims to City benefits such as health and disability insurance,paid leave,and retirement. • 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof, It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. "3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.7 This Agreement shall be governed by the Iaws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred,as appropriate,so as to effectuate this choice of venue. 3.8 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims,.suits, actions, losses, damages,liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees,contractors,or agents under this Agreement. 3.9 Neither patty to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,strikes,Iockouts,accidents,or other events beyond the control of the other or the other's officers,employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable,preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.11 Deliveries will be F.O.B destination.Provider shall pay all transportation and handling charges for the Goods. Provider is responsible and liable for loss or damage until final inspection and acceptance of the. Goods by the City. Provider remains liable for latent defects,fraud,and warranties. 3.12 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this Page 3 of 5: Goods and Services Agreement between the City of Ashland and National Heating&A/C t • 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). 3.13 Provider 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.Provider 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:" - o The Provider's complete written proposal dated 08/29/2021. The Provider's email received on August 31; 2021: Once the City places an order, the order is final and cannot be cancelled. 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 inthe.order listed in Article 4.1. 5. REMEDIES • 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it underthis Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages; specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly,collectively,successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses.related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due,Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the"Effective Date"), and shall continue in full force and effect until January 31,2022, unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by Mutual agreement at any time. 6.2.2 The City may,upon not less than thirty (30) days' prior written notice,terminate this Agreement for any reason deemed appropriate in its sole discretion. Page 4 of 5: Goods and Services Agreement between the City of Ashland and National Heating&A/C 4 • 6.2.3 Either party may terminate this Agreement,with cause,by not less than fourteen(14) days' prior written notice if the cause is not cured within that fourteen(14) day period after written notice. Such termination is in addition to and not.in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or. certified United States mail,return receipt requested,postage prepaid, to the address set forth below: If to the City: City of Ashland—Public Works Department Attn:David Gies 20 E.Main Street Ashland, Oregon 97520 Phone:(541) 552-2335 With.a copy to: • City of Ashland—Legal Department 20 E. Main Street Ashland,OR 97520 Phone: (541)488-5350 If to Provider: National Heating&A/C Attn: Rick Milne P.O. Box 379 Talent, OR.97540 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316,317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider;and (iii) Any rules,regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax Iaws or provisions. . 9.1.2 Provider,for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Page 5 of 5: Goods and Services Agreement between the City of Ashland and National Heating&A/C • (ii) Any lax provisions imposed by a Political subdivision of the Stale of Oregon applicable to Provider;and (iii) Any rules, regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax Iaws of any political subdivision of the State of Oregon shall constitute a material breath of this Agreement. further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: National Heating&A/C (PROVIDER): 27t Tay: I By: G'�-( � ' Sign Signature Seer tlILy. Printed Name" Printed Name puei tL woaeS OIWC.'R9 Title Title AP- rED-A-S-T-0-1-:ORM 9/7 /Z-- Dale Date 09k z Zcl- (W-9 is to be submitted with this signed Agreement) Date Purchase Order No. ` 9 • • Page 6 or5: Goods and Services Agreement between the City of Ashland and National Heating&A/C S ropooai National Heating & Air Conditioning, Inc. • P.O.Box 379 Talent,Oregon 97540 (541)535-4687 (541)535-5248 fax Builders Board#135158 National Heating&A/C,Inc is currently actively licensed with CCB PROPOSAL SUBMITTED TO: PHONE: Ashland Wastewater plant 530-391-7483 I DATE: 08/29/2021 JOB NAME: 1195 Oak St. Change-out air conditioner JOB LOCATION: Ashland,OR 97520 same e-mail: david.gies@ashland.or.us WE HEREBY SUBMIT SPECIFCATIONS AND ESTIMATES FOR: • 1-Carrier 12 Va-ton 2-stage Cooling only unit,#50TC-D 14A2M6-0A3J0(no heat elements) Medium Static belt drive fan motor Louvered Hail guard coil covers • Economizer Removal&disposal of old equipment All material to install new equipment • Crane Includes a 1-year parts and 1-year labor warranty for the Carrier equipment, and a 1-year warranty on all material we supply& install. • Note 1.No warranty on existing electrical wiring,ductwork or thermostat. 2.Unit requires a 40-amp circuit—customer to verify existing circuit breaker and change if necessary.This is not included in this proposal. 3.No permit cost is included in this proposal.We will obtain a City of Ashland commercial mechanical permit and all fees will be additional. 4.Allow approximately 10-12 weeks lead time for unit from factory. Toe iftreposte hereby to famish material and labor—complete in accordance with above specifications,for the sum of Dollars 20,027.00(expires 9/28/21) Payment to be made as follows: Monthly Progress/100%upon completion All material is guaranteed to be as specified. All work to be completed in a workmanlike manse Authorized .�7„ Mane/i'y__ _ according to standard practices.Any alteration ordeviation from above specifiicationsinvolving extn $1 attire '�•ldjt(,/1v`�/ rte/ costs will be executed only upon written orders,and will become an extra charge over and above tht Signature estimate.All agreements contingent upon strikes,accidents or delays beyond our control. Owner It carry fire and other necessary insurance.Our workers are fully covered by Workmen's Compensates Insurance. Note: This proposal may be withdrawn by us if not accepted within 30 days. ACCEPTANCE OF PROPOSAL —The above prices,specifications and coalitions me satisfactory and mu hereby accepted.You am authored to do Omani as specified.Payment will be made as outlined above In the event • this agreement Is not paid as agreed,theareasonabte anomey's Reseed collection costs,even though no suit oraclonis Sled,will be paid.However,If a suit or action Is filed,the Court or Courts in width the suit or action,including se appeals therein,is tried,hard,or decided shag fix the amount of such reasonable suomry"s fees.It is expressly nosed and understood try wstomerthat Naliurol Heating isthe owner ofthe mvedols and units,above descabcd.mull thepdcc Signature herein stated is paid to full;mstataerines ocabty agrees that if any pan of this prim remains unpaid for 50 days or mom anax wu&in completed,Ulla without any mfico befog 61000 to oustem0a National dtneias may mom on the subjea premises and remove the materials and units.Customer irrevocably;grecs that National Heating las this right,without beingsubjectto a claim ofttespass.conversion,invasion of privacy or any smlarcl.•dm. Date of Acceptance ARD® CERTIFICATE OF LIABILITY INSURANCE DATE`MMI°DFYYYY) lid/ 07/01/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). , PRODUCER CONTACT Beverly Thomas NAME: Ashland Insurance Inc PHONE (541)857-0679 PAX (541)857-9883 /AIC.No,Ex* (NC,No): 801 O'Hare Parkway,Ste 101 E-MAIL bthoinas@ashlandinsurance.com ADDRESS: • INSURER(S)AFFORDING COVERAGE NAICV . Medford OR 97504 INSURERA: Ohio Security Insurance Co. 24082 INSURED INSURER B: Mutual of Enumclaw 14761 National Heating And Air Conditioning IncINSURER C: Ohio Casualty Insurance Co. 24074 PO Box 379 INSURERD: SAIF Corporation INSURER E: Talent OR 97540 INSURER F: COVERAGES CERTIFICATE NUMBER: 20-21 Master Cert REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MWDDNYYY) (MIWDDIyyyY), LIMITS X COMMERCIAL GENERALIJABILITY ! EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) S EXCLUDED — MED EXP(Any one person) $ 15,000 A • Y BKS53761160 10/05/2020 10/05/2021 PERSONAL&ADV INJURY 's 1,000,000 GGEEN'LAGGREGATELIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 /�)POLICY ❑JELOT n LOC PRODUCTS-COMPIOPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE UMR $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y BAP0003295 07/01!2021 07/01/2022 BODILY INJURY(Peracddent) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _AUTOS ONLY (Per accident) $ $ UMBRELLA MB X OCCUR EACH OCCURRENCE $ 1,000,000 C X EXCESS LIAR CLAIMS-MADE Y ESO53761160 10/05/2020 10/05/2021 AGGREGATE $ 1,000,000 DED XI RETENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN xI STATUTE OTH- ER D ANY PROPRIETOR/PARTNERIEXECUiIVE N NIA 523851 10/01/2020 10/01/2021 E.L.EACHACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) EL DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORO 101,Additional Remarks Schedule,may be attached if more space is required) Certficate holder is included as Additional Insured for General Liability and Auto Liability coverages with written contract.This form is subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 20 E Main St AUTHORIZED REPRESENTATIVE Ashland OR 97520 -- I ©1988-2015 ACORD CORPORATION. All rights reserved._ ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD E COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. • COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY-ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE,CLAIM OR SUIT 7 LIBERALIZATION CLAUSE - 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG°88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 • With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT - Under Paragraph 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability, exclusion g.Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if,there is available to the insured other valid and collectible insurance, whether primary, excess (other:than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that,would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2)of exclusion g.Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: . (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY-ELEVATORS 1. Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section 1-Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to."property damage" (other than damage _ by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (I) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III-Limits Of Insurance. 2. Paragraph 6. under Section III-Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of theowner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys • - ,� terns; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 11•11 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.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 leakage from automatic fire protection systems to premises while rented to you or. temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C-Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 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. 2. Paragraph 1.d. is replaced by the following: d. 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 $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an'additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury"- ,or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written ,contract or written agreement or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipmentrented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following, hazards: (a) The existence, maintenance, repair, construction,, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, theinsur- ance 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. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this'endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1:b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does,not apply to any "occurrence" which takes place after the equipment rental or lease agreement hasexpired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or"property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in,Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi- tions. 2013 Liberty Mutual Insurance CG 88 10 04 13. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect.to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: - a. "Bodily injury" or"property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or"property damage" occurs. c. "Bodily injury", "property damage" or"personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders; change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. IIONIMMONIMMI This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or"property damage" occurring after: (1) All work, including materials, parts or equipment ;furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the- additional headditional insured(s) at the location of the covered;operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e., Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a.Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance - CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 ti b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a;premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreenient, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or ,primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an,offense that may result in a claim or"suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The_ limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II-Who Is An Insured is replaced with the following: (1) "Bodily injury" or"personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to 'share damages with or repay someone else who must pay damages because of the injury described in Paragraphs' (1) (a) or(b) above; or (d) Arising out of his or her providing or failing to provide .professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage 'for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d))does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or ','personal, and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,withits permission. Page 6 of 8 • advertising injury" arising out of their willful, conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II-Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is n;o other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions; the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE,CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: ' Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II-Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent; servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V-Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE - Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST; OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section-IV -Commercial General Liability Conditions, the following is added to Condition 8.Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. • • 1 r © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 N J • COMMERCIAL AUTO EA 99 11 03 18 THIS ENDORSEMENT CHANGES THE POLICY.'PLEASE READ IT CAREFULLY. SPECIAL BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. The following changes revise SECTION I — COVERED The coverage that applies is the same as the AUTOS coverage provided for the vehicle being replaced. Paragraph C.1. is deleted and replaced with the Physical Damage Coverage is extended to the following: temporary substitute auto for the lesser of the 1. Trailers following number of days: a. "Trailers" with a-load capacity of 2,000 1. The number of days reasonably required to pounds or less designed primarily for travel repair or replace the covered "auto" that is out on public roads;or of service;or b. 'Trailers" designed primarily for travel on 2. 30 days. public roads when: The following changes revise SECTION II — LIABILITY (1) Pulled by an owned private passenger COVERAGE auto specifically described in Item The following is added to Paragraph A.1.: Three of the Declarations as a covered d. Blanket Additional Insured "auto' for Liability Coverage under this Coverage Form;and Any person or organization that you are required to include as an additional insured (2) Not used for business, farming or ranching purposes. on this Coverage Form in.a written contract or agreement that is signed and executed Private passenger auto means a motor by you before the"bodily injury"or"property vehicle of the private passenger, station damage"occurs and that is in effect during wagon,pickup or van type designed for use the policy period is an"insured"for Liability on public highways and subject to motor Coverage, but only for damages to which vehicle registration. this insurance applies. The following is added: A person's or organization's status as an • D. Temporary Substitute Autos—Physical Damage additional insured under this endorsement If Physical Damage Coverage is provided by this ends when your contract or agreement with a Form, the followingsuch person or organization ends. Coverage types of vehicles are The Limits of Insurance applicable to the also covered "autos" for Physical Damage Coverage: Additional Insured are those specified in the Any "auto" you do not own while used with the written contract or agreement but not more permission of its owner as a temporary substitute Dan the Limitss thisf Insurance specified int the for a.covered "auto"you own that is out of service Dsurancens of policy.oThe Limits of because of its: Insurance applicable to the Additional Insured are inclusive of and not in addition 1. Breakdown; to the Limits of Insurance shown in the 2. Repair; i declarations for the Named Insured.• 3. Servicing; This Coverage does not apply to lessors of leased"autos". 4. "Loss";or 5. Destruction. EA 9911 0318 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 1 of 6 e. Broadened Named Insured 2. Towing Any business entity newly acquired or We will pay up to $200 for a covered "auto"for formed by you during the policy period towing and labor costs incurred each time the provided you own 51% or more of the covered "auto" is disabled. However, the labor business entity and the business is not must be performed at the place of disablement. separately insured for Business Auto This coverage is excess over Coverage. Coverage is extended up to a maximum of 180 days following acquisition a. any limit shown in the Declarations for or formation of the business entity or until towing and labor costs;and the end of the policy period, whichever b. any other collectible insurance. comes first. This coverage applies only for an "auto" f. Employee Hired Auto covered on this policy for •An"employee"of yours is an"insured"while c. Comprehensive or Specified Causes of operating an "auto" hired or rented under a Loss Coverage;and contract or agreement in that "employee's" 'd. Collision Coverage. name, with your permission, while performing duties related to the conduct of The following is added to Paragraph A.3 your business. Glass Repair—Waiver of Deductible Paragraphs A.2.a.(2) and A.2.a.(4) are'deleted and No deductible will apply to glass breakage if replaced with the following: such glass is repaired in a manner acceptable 2. Coverage Extensions to us rather than replaced. a. Supplementary Payments Paragraph A.4.a.is deleted and replaced with the (2) Up to $5,000 for cost of bail bonds following: (including bonds for related traffic law 4. 'Coverage Extensions violations) required because of an a. Limited Rental Reimbursement or Travel "accident"we cover. We do not have to Expense furnish these bonds. • We will pay up to $75 per day to a (4) All reasonable expenses incurred by maximum of $2,250 -for rental the "insured" at our request, including reimbursement expenses for the rental,of actual loss of earnings up to$500 a day an "auto" or other transportation expese because of time off from work. incurred by you because of "loss" to a Paragraph B.5.is deleted and replaced with the covered "auto" which is covered by following: Comprehensive, Specified Causes of Loss, 5. Fellow Employee or Collision coverage under this policy. No deductible applies,to this coverage. "Bodily Injury"to: (1) We will pay only for those expenses a. Any fellow "employee" of the "insured" incurred as a result of a covered "loss" arising out of and in the course of the fellow . occurring during the policy period "employee's" employment or while beginning 24 hours after the"loss" and performing duties related to the conduct of ending, regardless of the policy's your business. This exclusion does not expiration, with the lesser of the apply to an "insured" who occupies a following number of days: position as an officer, manager or (a) The number of days reasonably supervisor.; or required to repair or replace the b. The spouse, child, parent, brother or sister - covered "auto". If"loss" is caused of that fellow"employee"as a consequence by theft, this number of days is of Paragraph a.above. added to the number of days it The following changes revise SECTION III—PHYSICAL takes to locate the covered "auto" DAMAGE COVERAGE • and return it to you;or This coverage applies only for a covered "auto" for (b) 30 days. which Physical Damage Coverage is provided for on (2) Our payment under this Coverage this policy. Extension (4.a.) is limited to the lesser Paragraph A.2. is deleted and replaced with the - of the necessary and actual expenses following: S incurred or the maximum amount A. COVERAGE shown,$2,250. EA 9911 0318 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 2 of 6 (3) Coverage under this Coverage "loss", and such equipment is Extension (4.a.) does not apply while designed to be solely operated by there are spare or reserve "autos" use of the power from the "auto's" available to you for your operations. electrical system, in or upon the covered"auto". • (4) If a covered auto is described or designated as a covered "auto" -on (b) We will pay with respect to a endorsement EA 99 01, the coverage covered "auto" described in the provided by this extension is excess Schedule for loss" to any over coverage provided by accessories used with the endorsement EA 99 01. electronic equipment described in The following is added to paragraph A.4. Paragraph (1)(a) above. However, this.does not include tapes, records c. Tapes, Records and Discs or discs. ' We will pay for "loss" to tapes, records, (2)Exclusions compact discs, or other similar devices used with audio, visual or data electronic The exclusions that apply to Physical devices. i Damage Coverage, except for the exclusion relating to Audio, Visual and (1) We will pay only if the tapes, records, Data Electronic Equipment, also apply compact discs,or other similar devices: to coverage provided by this extension. (a) Are your property or that of a family in addition, the following exclusions member;or ' apply: (b) Are the property of an "employee" We will not pay, under this extension, using a covered "auto" in your for either'any electronic equipment or business affairs at the time of the accessories used with such electronic "loss";and , equipment that is: (c) Are in a covered "auto" which (a) Necessary for the normal operation sustains other covered "loss" under , of the covered "auto" or the Comprehensive or Collision . monitoring of the covered "auto's" coverage at the time of the"loss"to operating system;or tapes, records, compact discs, or (b) An integral part of the same unit • other similar devices_ housing any sound reproducing (2) The most we will pay for "loss" under . equipment designed solely for the this Coverage Extension(4.c.)is$200. reproduction of sound if the sound (3) Physical Damage Coverage provisions reproducing equipment is apply to this coverage, except that any permanently installed in the deductible applicable to _ covered "auto"in the opening of the Comprehensive or Collision coverage dash or console normally used by does not apply to this Coverage the manufacturer for the installation Extension(4.c.). of a radio. . d. Audio, Visual and Data Electronic (3) Limit of Insurance Equipment With respect to coverage under this (1) Coverage extension the Limit of Insurance (a) We will provision of Physical Damage pay with respect' to a Coverage is replaced by the following: covered "auto" described in the (a) The most we will pay for all"loss"to Schedule for"loss"to any electronic audio, visual or data electronic equipment that receives or equipment and any accessories transmits audio, visual or data used with this equipment as a result signals and that is not designed of any one "accident" is the lesser solely for the reproduction of sound. of: This coverage applies only if the , equipment is permanently installed (I) The actual cash value of the in the covered "auto" at the time of damaged or stolen property as the "loss" or the equipment is of the time of the"loss"; removable from a housing unit which is permanently installed in the covered "auto" at the time of the EA 99 11 03 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 3 of 6 (ii) The cost of repairing or g. Camper Bodies replacing the damaged or In the event of a "loss" to a detached stolen property, with other "camper," physical damage coverage will property of like kind and quality; apply as if it were part of the covered "auto" or on which it is rated. (iii)$500. ' h. Contents of a Travel Trailer, Camper or (b) An adjustment for depreciation and Motor Home physical condition "will be.made in When a Travel Trailer, "Camper" or Motor determining actual cash value at Home is a scheduled auto for physical the time of the"loss". damage coverage,we will pay up to$1,000 (c) If a repair or replacement results in for"loss" to personal property belonging to better than like kind or quality, we you or a family member that is within the will not pay-for the amount of Travel Trailer, "Camper" or Motor Home. betterment. We will pay up to$250 for"loss"to personal (4) Deductible property belonging to you or a family member that is outside the Travel Trailer, No deductible applies to this coverage. "Camper"or Motor Home. The insurance_provided by this extension is (1) We will not pay for"loss"to: excess over any other collectible insurance. (a) Articles carried or held for sale, e. Custom Signs and Decorations storage or repairs, or for later Physical Damage coverage on a covered delivery;goods kept to show or sell; "auto"may be extended to"loss"to custom or theatrical wardrobes. signs,and decorations including custom (b) Business,store of office furniture or murals, paintings or other decals or equipment. graphics. (c) Records or accounts, money, Our limit of liability for loss to custom signs bullion, deeds,contracts, evidences and decorations shall be the least of: of debt,securities,tokens or tickets, (1) Actual cash value of the stolen or stamps in current use or damaged property; manuscripts. (2) Amount necessary to repair or replace (d) Animals, private passenger"autos," the property;or motorcycles, aircrafts, boats or any (3) $500. other motorized vehicles or their equipment, furnishings or f. Personal Effects Coverage appurtenances. (1) Physical Damage Coverage on a (e) Equipment or accessories while covered "auto" may be extended to your Travel Trailer, "Camper" or "loss" to your "personal effects" or, if Motor Home is leased.or rented to you are an individual, the "personal any organization or any person effects"of a family member, that are in other than you or a family member. the covered "auto" at the time of the (2) The maximum we will pay for loss" is "loss", the lesser of: (2) "Personal effects" as used in this (a) The actual cash value of the extension means tangible property that is worn or carried by the "insured". personal property at the time of "Personal effects" does not include "loss"; tools,jewelry, money, securities, radar - (b) The cost of repairing the damage; or laser detectors, or tapes, records, or discs or similar audio, visual or data (c) The cost of replacing the damaged electronic equipment. personal property .with other (3) The most we will pay for any one "loss" personal property of like kind, under this coverage extension is$500. condition,quality and value. No deductible applies to this extension. The insurance provided by this extension is excess over any other collectible insurance. EA 99 11 03 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 4 of 6 4 i. Vacation Expense Allowance if hired "autos" are covered "autos"for Liability We will pay you$50 per day to a maximum Coverage and if Comprehensive, Specified of$500 for extra expenses when a Travel Causes of Loss or Collision Coverages are Trailer, "Camper" or Motor Home is a provided under this. coverage form for any scheduled auto for physical. damage "auto" you own, then the Physical Damage coverage, and the Travel Trailer, "Camper" Coverages provided are extended to "autos or Motor Home: you hire of like kind and use, subject to the following: (1) Is damaged or destroyed and is uninhabitable;and a. The most we will pay for any one "loss" is (2) While being used for vacation purposes $50,000 or the actual cash value or the cost to repair and replace, whichever is less, within the policy period, minus a deductible; Extra expenses must by supported by b. The,deductible will be equal to the largest receipts or other valid evidence. deductible applicable to any owned "auto" The following is added to Paragraph A.: for that coverage; 5. Extra Expense—Broadened Coverage c. Hired Auto Physical Damage coverage is We willpay for the direct expense of returning a excess over any other collectible insurance; stolen covered "auto"to you. We will pay only - and • for those covered "autos" for which you carry d. Subject to the above limit, deductible and Comprehensive or Specified Causes of Loss excess provisions,we will provide coverage Coverage. This coverage will only apply to equal to the broadest coverage applicable vehicles recovered inside the 48 contiguous to any covered"auto"you own. United States.This coverage does not apply to If a limit for Hired Auto Physical Damage is an"auto"we deem a total"loss". ,indicated in the Declarations, then that limit 6. Auto Loan/Lease Gap Coverage replaces, and is not in addition to, the$50,000 In the event of a covered total loss" to a limit indicated above. covered "auto" described or designated in the The following is added to Paragraph B.3.a.: Schedule or in the Declarations, we will pay up Airbag Coverage—Accidental Deployment to $2,000 for any unpaid amount due on the lease or loan for a covered"auto"less: However, this exclusion does not apply to the unintended inflation of an airbag if the inflation a. The Amount paid under the Physical ,is caused by mechanical or electrical Damage Coverage.-section A.1. of the breakdown. policy;and The following is added to Paragraph C.2. b. Any: (1) Overdue lease/loan New Vehicle Replacement Cost payments at the • time of the"loss"; If, however, a "loss" occurs to your covered "auto" within 180 days of your purchase of the"auto"and, (2) Financial penalties imposed under a we deem the covered"auto"to be a total"loss"and lease for excessive use,abnormal wear it has not been previously titled under the motor and tear or high mileage; vehicle law of any state,we will pay at your option: (3) Security deposits not returned by the a. the cost to replace the covered "auto" with a Lessor; "auto"auto of like make, model and year;or (4) Costs for extended warranties, Credit b. ,an amount equal to the original purchase price Life Insurance, Health, Accident or. ;you paid to acquire the vehicle, including taxes, Disability Insurance purchased with the 'but excluding any extended warranties and loan or lease;and licensing fees. (5) Carry-over balances from previous This coverage applies only to a covered "auto" of loans or leases. the private passenger, light truck or medium truck 7. Hired Auto Physical Damage Coverage ' type(20,000 lbs.or less gross vehicle weight). • EA 9911 0318 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 5 of 6 ,. s - • The following changes revise SECTION IV — The following changes revise SECTION V — BUSINESS AUTO CONDITIONS DEFINITIONS The following is added to.Paragraph A.2.a.: The following is added: Amended Duties in the Event of an Accident, Q. "Camper" means a portable dwelling unit without Claim,Lawsuit or Loss axles or wheels that has been manufactured for However, this duty is only required when the attachment on the bed of a pickup truck to be used "accident"is known to: for casual travel or camping. (1) You,if you are an individual; (2) A partner,if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager,• if you are a corporation. The following is added to Paragraph A.: 6. Blanket Waiver of Subrogation We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior _ to any"accident"because of payments we make for damages under this coverage form. The following is added to Paragraph B.2.: Unintentional Failure to Disclose Hazards Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the • Business Auto Coverage Form or at any time during • the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However,you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. Paragraph B.5.b. is deleted and replaced with the following: a. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and • (2) Any covered "auto" hired or rented by your "employee under a contract in that. individual "employee's"name, with your permission,while performing duties related to the conduct of your business. - However, any"auto"that is leased, hired, rented or borrowed with a driver is not a covered"auto". The following is added to Paragraph B.5. d. To the extent required by an"insured contract", this insurance is-primary on behalf of the additional insured, and any other insurance maintained by the additional insured is excess and not contributory with this insurance. If the "insured contract" does 'not require this provision,then Paragraph a.above will apply. • EA 9911 03 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 6 of 6 , * ti i 1 a@ r 1 $ •r C .hSR r/c74;".1: 10 pp:� l,, • i 7 .\- „, _1 „..c.) - , t.,_ ,..,....„ ,,, _., ,,,,,,. _.i.,. _ 47 _ \ ,,,,,,..0 ip, ,) . l Replace RAS building air conditioning unit �,� �� Quote Prepared by Eric Isaacs JQht4�orti /��' 06/21/2021 Controls ••f�ax t Y` * X x. e-A[ ���, -:.,,4!4:ato a,rr., ?` +a.;::----. 3 '...1.,-,::: , #,,q _•.;-:';'::4-4. M § *d7C1";�,ti x ;4��'tt itit - RAa ,:, x a - , Bill To: CITY OF ASHLAND 20 EAST MAIN STREET ASHLAND OR USA 97520 Quote Reference Number: 1-1CFJRSGR Project Name: Replace RAS building air conditioning unit Site: CITY OF ASHLAND WASTE WATER PLANT 1195 OAK ST ASHLAND OR 97520-1056 Branch Info: JOHNSON CONTROLS PORTLAND MEDFORD OR CB-ON58 Attn: RON POLACH ?Vi ^fit"'''' . . ._ ', Z. c fi a l .a s 1 'Z �:k _,1 it.W4Aittiya, 'OA' Name: RON POLACH This proposal is hereby accepted and Johnson Controls is authorized to proceed with the work,subject to credit approval By Johnson Controls,Inc. Milwaukee,WI. We propose to furnish the materials and/or perform the work below for the net price of:$25,585.80 This proposal is valid through: 07/21/2021 CITY OF ASHLAND Johnson Controls Inc. Signature: Signature: Name: Name: Title: Title: Date: Date: PO: Johnson . getro CONFIDENTIAL:For customer review. ©2021 Johnson Controls Controls Page 1 of 5 to "' .m -"t $ ., , X. r..4,411 •.. 1114.1".7'... 114,1;; x ' �s r.mar t "44,14,..&;17.i x�f 3� �i �2 taa- $ �4. 4+h :. ` Benefits/Scope of Work: Replace existing package air conditioning unit with new Carrier 12:5 Ton package air conditioning unit with economizer. Complete duct work connections and install new digital thermostat. Perform startup/commissioning and complete operational checkout. Please note: The customer is responsible for hiring an electrician to replace the service disconnect switch.The new disconnect must be the fused type and have 40 amp 600v HACR rated fuses. Exclusions: 1.Labor or material not specifically described above is excluded from this proposal. 2.Unless otherwise stated,any and all overtime labor is excluded from this proposal. 3.Applicable taxes or special freight charges are excluded from this proposal • Johnson el CONFIDENTIAL:For customer review. ©2021 Johnson Controls Controls Page 2 of 5 l i • (IMPORTANT):This proposal incorporates by reference the terms and conditions which are attached to this document.All work is to be performed Monday Through Friday during normal Johnson Controls,Inc.(JCI)business hours unless otherwise noted.This proposal,or any accepted alternates,are hereby accepted by Customer,and JCI is authorized to proceed with the work;subject,however,to credit approval by JCI,Milwaukee,Wisconsin. TERMS AND CONDITIONS • By accepting this proposal,Customer agrees to be bound by the following terms and conditions: 1.SCOPE OF WORK.This proposal is based upon the use of straight time labor only. Plastering, patching, and painting are excluded. Disinfecting of chiller condenser and cooling tower water systems and components for biohazards, such as but not limited to,Legionella, are excluded unless otherwise specifically stated in this agreement.In-line duct and piping devices,including,but not limited to valves,dampers,humidifiers,wells,taps,low meters,orifices,etc.,if required hereunder to be furnished by JCI,shall be distributed and installed by others under JCI's supervision but at no additional cost to JCI.Customer agrees to provide JCI with required field utilities(electricity,toilets,drinking water,project hoist,elevator service,etc.)without charge.JCI agrees to keep the job site clean of debris arising out of its own operations.Customer shall not back charge JCI for any costs or expenses without JCI's written consent.Unless specifically noted in the statement-of the scope of work or services undertaken by JCI under this agreement,JCI's obligations under this agreement expressly exclude any language or provision of the agreement elsewhere contained which may authorize or empower the Customer to change,modify,or alter the scope of work or services to'be performed by JCI and shall not operate to compel JCI to perform any work relating to Hazards or Biohazards,such as but not limited to Legionella,without JCI's express written consent. 2. INVOICE AND PAYMENTS. JCI may invoice Customer monthly for all materials delivered to the job site or to an off-site storage facility and for all work performed on-site and off-site.Customer shall pay JCI at the time Customer signs this agreement an advance payment equal to 10%of the contract price,which advance payment shall be credited against the final payment(but not any progress payment)due hereunder.Unless otherwise agreed to by the parties,payment is due to JCI upon Customer's receipt of JCI's invoice. Invoicing disputes must be identified lilt Customer in writing within 21 days of the date of the invoice. Payment of any disputed amounts are due and payable upon resolution of such dispute..Failure to make payments when due will give JCI,without prejudice to any other right or remedy,the right to:(i)stop performing any services,withhold deliveries of equipment and other materials,terminate or suspend any unpaid software licenses,andlor terminate this agreement;and(ii)charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half(1.5) percent per month or the maximum rate permitted under applicable law,until payment is made in full.Customer will pay all of JCI's reasonable collection costs (including legal fees and expenses).In the event of Customer's default,the balance of any outstanding amounts will be Immediately due and payable.Lien waivers will be furnished upon request,as the work progresses,to the extent payments are received. 3.MATERIALS.If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of JCI,then in the case of such temporary unavailability,the time for performance of the work shall be extended to the extent thereof,and in the case of permanent unavailability,JCI shall(a)be excused from furnishing said materials or equipment,'and(b)be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore. 4.EQUIPMENT WARRANTY.JCI warrants that equipment manufactured or labeled by JCI shall be free from defects in material and workmanship arising from normal usage for a period of one year.No warranty is provided for third-party products and equipment installed or furnished by JCI.Such products and equipment are provided with the third party manufacturer's warranty to the extent available, and JCI'will transfer the benefits, together with'all limitations, of that manufacturer's warranty to Customer.All transportation charges incurred in connection with the'warranty for equipment and/or materials not installed by JCI shall be borne by Customer.These warranties shall not extend to any equipment that has been abused, altered,`misused or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty date decals have been removed or altered. Customer must promptly report any failure of the equipment to JCI in writing. 5.LIMITED WARRANTY.JCI warrants its workmanship or that of its agents(Technicians)in relation to installation of equipment for a period of ninety(90)days ' from date of installation.Customer shall bear all labor costs associated with replacement of failed equipment still under JCI's equipment warranty or the original manufacturer's warranty, but outside the terms of this express labor warranty.All warranty labor shall be executed on normal business days during JCI normal business hours.These warranties do not extend to any equipment which has been repaired by others,abused,altered,or misused in any way,or which has not been properly and reasonably maintained.THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.UNDER NO CIRCUMSTANCES SHALL JCI BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO ANY DEFECT IN MATERIAL OR WORKMANSHIP OF EQUIPMENT OR THE PERFORMANCE OF SERVICES.JCI makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats,hacking or other sir-niter malicious activity,or will detect the presence of,or eliminate, treat,or mitigate the spread;transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19. - 6.LIABILITY.To the maximum extent permitted by law,in no event shall JCI and its affiliates and their respective personnel,suppliers and vendors("JCI Parties") be liable to you or any third party under any cause of action or theory of liability even if advised of the possibility of such damages,for any:(a)special,incidental, consequential, punitive, or indirect damages; (b) lost profits, revenues, data, customer opportunities, business, anticipated savings, or goodwill; (c) business interruption;or(d)data loss or other losses arising from viruses,ransomware,cyber-attacks or failures or interruptions to network systems. In any case,the entire aggregate liability of the JCI Parties under this proposal for all damages, losses, and causes of action (whether in contract, tort(including negligence), or otherwise)shall be limited to the amounts payable to JCI hereunder. 7.TAXES.The price of this proposal does not include duties,sales,use,excise,or other taxes,unless required by federal,state,or local law.Customer shall pay, in addition to the stated price,all taxes not legally required to be paid by JCI or,alternatively,shall provide JCI with acceptable tax exemption certificates.JCI shall provide Customer with any tax payment certificate upon request and after completion and acceptance of the work. 8.DELAYS.JCI shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond JCI's control,including but not limited to;acts of God,fire,riots,labor disputes,conditions of the premises,acts or omissions of the Customer,Owner,or other Contractors or delays caused by suppliers or subcontractors of JCI,etc. 9.COMPLIANCE WITH LAWS.JCI shall comply with all applicable federal,state,and local laws and regulations,and shall obtain all temporary licenses and permits required for the prosecution of the work.Licenses and permits a permanent nature shall be procured and paid for by the Customer. 10.PRICING; PAYMENT.JCI may increase prices upon notice to the Customer to reflect increases in material and labor costs.Customer shall pay all invoices when due in accordance with the payment terms provided for herein,and such payment is a condition precedent to JCI's obligation to provide products or perform Johnson CO CONFIDENTIAL:For customer review. ©2021 Johnson Controls Controls Page 3 of 5 t • services hereunder. 11.DISPUTES.All disputes involving more than$15,000.00 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The prevailing party shall recover all legal costs and attorneys'fees incurred as a result.Nothing here shall limit any rights under construction lien laws. 12.INSURANCE.Insurance coverage in excess of JCL's standard limits will be furnished when requested and required.No credit will be given or premium paid by JCI for insurance afforded by others. 13. INDEMNITY.The Parties hereto agree to indemnify each other from any and all liabilities,claims,expenses,losses or damages,including attorney's fees which may arise in connection with the execution of the work herein specified and which are caused,by the negligent act or omission of the indemnifying Party. 14. CUSTOMER RESPONSIBILITIES.Customer is solely responsible for the establishment,operation,maintenance,access,security and other aspects of its computer network("Network")and shall supply Johnson Controls secure Network access for providing its services. Products networked,connected to the intemet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access.Customer is responsible to take appropriate measures,Including performing back-ups,to protect information,including without limit data,software,or files(collectively"Data") prior to receiving the service or products. 15.FORCE MAJEURE.JCI shall not be liable,nor in breach or default of its obligations under this proposal,for delays,interruption,failure to render services,Or any other failure by JCI to perform an obligation under this proposal,where such delay,interruption or failure is caused,in whole or in part,directly or indirectly,by a Force Majeure Event. A"Force Majeure Event"is a condition or event that is beyond the reasonable control of JCI,whether foreseeable or unforeseeable, including,without limitation,acts of God,severe weather(including but not limited to hurricanes,tomados,severe snowstorms or severe rainstorms),wildfires, floods,earthquakes,seismic disturbances,or other natural disasters,acts or omissions of any governmental authority(including change of any applicable law or regulation),epidemics,pandemics,disease,viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs,labor disputes,an increase of 5%or more in tariffs or other excise taxes for materials to be used on the project,fires,explosions or other casualties,thefts,vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable control of JCI.If JCI's performance of the work is delayed,impacted, or prevented by a Force Majeure Event or its continued effects,JCI shall be excused from performance under this proposal. Without limiting the generality of the foregoing,if JCI is delayed in achieving ohe or more of the scheduled milestones set forth in this proposal due to a Force Majeure Event,JCI will be entitled to extend the relevant completion date by the amount of time that JCI was delayed as a result of the Force Majeure Event,plus such additional time as may be reasonably necessary to overcome the effect of the delay.To the extent that the Force Majeure Event directly or indirectly increases JCI's cost to perform the services,Customer is obligated to reimburse JCI for such increased costs,including,without limitation,costs incurred by JCI for additional labor,inventory storage,expedited shipping fees,trailer and equipment rental fees,subcontractor fees or other costs and expenses incurred by JCI in connection with the Force Majeure Event. 16.OCCUPATIONAL SAFETY AND HEALTH.The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under,or any alleged violation of the,Occupational Safety and Health Act relating in any way to the project or project site. 17.ONE-YEAR CLAIMS LIMITATION.No claim or cause of action,whether known or unknown,shall be brought against JCI more than one year after the claim first arose. Except as provided for herein,JCI's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. 18. JCI CONNECTED EQUIPMENT SERVICES. Certain equipment sold hereunder includes by default JCI's Connected Equipment Services. Connected Equipment Services is a data-analytics and monitoring Software platform that uses a cellular or network connection to gather equipment performance data to assist JCI in advising Customer on (and Customer in better understanding) such equipment's health, performance or potential malfunction. If Customer's equipment includes Connected Equipment Services, such services will be on by default and the remote connection will continue to connect to Customer's Equipment through the full equipment lifecycle,unless Customer specifically requests in writing that JCI disable the remote connection or JCI discontinues or removes such remote connection.For more information on whether your particular equipment includes Connected Equipment Services,a subscription to such services and the cost,if any,of such subscription,please see your applicable order,quote,proposal,or purchase documentation or talk to your JCI sales representative. If Customer's equipment includes Connected Equipment Services, JCI will provide a cellular modem or other gateway device ("Gateway Device")owned by JCI or Customer will supply a network connection suitable to establish a remote connection with Customer's applicable equipment to permit JCI to use Connected Equipment Services to perform first-year and extended warranty services as well as other services, including troubleshooting, quarterly health reports, remote diagnostic and monitoring and aftermarket services. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using Connected Equipment Service's mobile or web app.Any Gateway Devices provided hereunder shall remain JCI's property, and JCI may upon reasonable notice access and remove such Gateway Device and discontinue services in accordance with the Software Terms. If Customer does not permit JCI to connect via a connection validated by JCI for the equipment or the connection is disconnected by Customer, and a service representative must therefore be dispatched to the Customer site,then the Customer will pay JCI at JCI's then-current standard applicable contract regular time and/or overtime rate for services performed by the service representative.-JCI disclaims any obligation to advise Customer of any possible equipment error or malfunction.Customer acknowledges that,while Connected Equipment Services generally improve equipment performance and services, Connected Equipment Services does not prevent all potential malfunction,insure against all loss or guarantee a certain level of performance and that JCI shall not be responsible for any injury,loss,or damage caused by any act or omission of JCI related to or arising from the monitoring of the equipment under Connected Equipment Services. 19.SOFTWARE AND DIGTAL SERVICES. Use,implementation,and deployment of the software and hosted software products("Software")offered under these terms shall be subject to, and governed by,JC1's standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/techterms(collectively,the"Software Terms").Applicable Software Terms are incorporated herein by this reference.Other than the right to use the Software as set forth in the Software Terms,JCI and its licensors reserve all right,title,and interest(including all intellectual property rights)in and to the Software and improvements to the Software.The Software that is licensed hereunder is licensed subject to the Software Terms and not sold.If there is a conflict between the other terms herein and the Software Terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,its implementation and deployment and any improvements thereto. 20.Privacy. JCI as Processor.Where JCI factually acts as Processor of Personal Data on behalf of Customer(as such terms are defined in the DPA)the terms at www.johnsoncontrols.com/doa ("DPA") shall apply. JCI as Controller. JCI Will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with JCI's Privacy Notice at httos://www.johnsoncontrols.com/orivacv.Customer acknowledges JCI's Privacy Notice and strictly to the extent consent is mandatorily required under applicable law,Customer consents to such collection,processing;and transfer.To the extent consent to such collection,processing and transfer by JCI is mandatorily required from Customer's personnel under applicable law,Customer warrants and represents that it has obtained such consent. Johnson CONFIDENTIAL:For customer review. ©2021 Johnson Controls Controls Page 4 of 5 21. ENTIRE AGREEMENT.This proposal,upon acceptance,shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. Customer acknowledges and agrees that any purchase order issued by Customer in connection with this Agreement is intended only to establish payment authority for Customer's internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included or referenced in Customer's purchase order will have any force or effect and these terms and conditions shall control. Customer's acceptance of any Services shall constitute an acceptance of these terms and conditions. Any proposal for additional or different terms,whether In Customer's purchase order or any other document,unless expressly accepted in writing by JCI,is hereby objected to and rejected. 22.CHANGES.No change or modification of any of the terms and conditions stated herein shall be binding upon JCI unless accepted by JCI in writing. f i Johnson 017 CONFIDENTIAL:For customer review. ©2021 Johnson Controls Controls Page 5 of 5 • Hooting 60.Air Conditioning Inc. 641-773-8733 CCB#34907 904 CHEW WAY MEDFORD, OR 97504 PROPOSAL • PROPOSAL SUBMITTED TO: DATE PHONE ASHLAND WATER TREATMENT PLANT 7-7-21 530-391-7483 STREET JOB NAME 1195 OAK ST TREATMENT BUILDING UNIT CITY,STATE,ZIP .105 LOCATION •ASHLAND OR SIA • ARCHITECT/DESIGNER - DATE OF PLANS JOB PHONE WE HEREBY SUBMIT SPECIFICATIONS AND ESTIMATES FOR: I REPLACEMENT OF EXISTING CARRIER GAS/ELECTRIC PACKAGE UNIT,TO INCLUDE: • Remove and recycle existing packaged unit located on n concrete pillar at treatment building. • New Carrier 50TC-D14A2M6-0A3J0 gas package unit which provides the same foot print. • This allows reuse of existing angle iron leveling bracket with allthread screw leveling adjustments. Installation includes; - Crane to remove and set equipment, Recycle old equipment and refrigerant, • Duct reconnection/modification and resealing, Electrical,gas,condensation extension and reconnection, Installation of economizer providing free cooling with cold outdoor temps, New Carrier WF7212 thermostat control, Permit costs, Installation Excludes: • Electrical costs beyond reconnection, Duct replacement or modification beyond reconnection at unit, PRICE: $20,668.00 WE PROPOSE HEREBY TO FURNISH MATERIAL AND LABOR COMPLETE IN ACCORDANCE WITH THE ABOVE SPECIFICATIONS FOR THE SUM OF: PAYMENT TO BE MADE AS FOLLOWS: DUE IN FULL UPON COMPLETION., All material is guaranteed to be as specified.All work is to be completed in a workmanlike manner according to standard practices.Any alteration or deviation from specifications involving extra costs will be executed only upon written orders and will become an extra charge over and above the estimate.All agreements contingent upon strikes,accidents or delays beyond our control.Owner to carryfire,tornado, and other necessary insurance.If any suit is filed concerning this agreement the prevailing party should be entitled to reasonable attorney fees at trial and/or on appeal. D'gitarlyslgned byMarkWeseem ann Ott cm-M,d We temlann•OSooalem Authorized Mark Westermann ee Signature: Daft 2021.07DT1s'O:4e-0YU0• NOTE:This proposal may be withdrawn by us if not accepted within 30 days. Acceptance of Proposal The above prices,specifications and conditions are satisfactory and are hereby accepted.You are authorized to do the work as specified.Payment will be made as outlined above. Signature Signature Date of Acceptance: Kariann Olson From: Kariann Olson Sent: Friday,September 03,2021 12:33 PM To: David Gies Cc: Kariann Olson Subject: Agreement with National Heating Attachments: Agreement with National Heating.pdf Hello Dave, Legal approved the following additions to: • Sections 2.1 "pluspermit fees at cost" • Section 2.2"plus permit fees at cost" • Section 4.1"Once the City places an order,the order is final and cannot be cancelled" You will need to attach proposal and email you received on August 31,2021 as supporting documents for the agreement. Here are the insurance requirements. . . The City requires a Certificate of Insurance for General Liability,Automobile, and Workers'Compensation, including the City of Ashland(20 E. Main,Ashland,OR 97520)named as the additional insured on the insurance certificate. The additional insured boxes for General Liability and Automobile will need to be checked on the insurance certificate and actual copies of the additional insured endorsements for General Liability and Automobile will need to be provided with the Certificate of Insurance. Thank you. Kariann Also, insurance Kariann Olson Purchasing Specialist City of Ashland 90 N. Mountain Ave. Ashland, Oregon 97520 Tel 541-488-5354 Fax 541-488-5320 TTY 800-735-2900 kari.olson@ashland.or.us Visit the City's web site at: www.ashland.or.us This email transmission is official business of the City of Ashland,and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at(541)488-5354.Thank you. 1 . J.,* Legal Department Rev • iew DOCUMENT TRANSMITTAL AND CONTROL ° This form will accompany.the document through the drafting,review, and signature processes, and will be kept with the City's final executed copy of the document. Document: flc�: ;'cnal ?peg-}`'v,5 .Grcxjosa-S iLL1XC€c. ►�G� fmf�vT 1e .t'' , . SIS1-67' .3oZ1 (Include names of parties to the document) Type of Document: Contracts Lease ❑� Easement ❑ Deed E-1 IGA ❑ ' Other(Spec) - , ' Dept Contact: VAN—r a r� ., ACTION RE " Qz -- TED- Dept:' Urc �-s ,. Phone: . ❑ Review Draft Date submitted'to Legal: 0 Approve final and forward:to:e. Draft due by (Unless indicated,Legal will return do'cumenf to yo"uj' Return Requested by:.:: . , . Complete this section ONLYthe firsttime this form is filled out: Has flus docnme><t been previously worked'on by the Legal Department staff? No Q Yes If yes,by whom? ,i 4 T' a t ,i. .ni 4��'s a� x 4 i a x� r a Mai jr N, } �' '� ey - yl3 .. t� ,.r ,rt. - f�LEG ,DEPT `lrt ®ateZeceive• dbylregal �Dat �� � �ti �f R LSE ©�I t r k = 1 a a Lrak r �'^-,SL+P"".}Fye�s Y cK ; Re xznedt Dept-n�for V� cio y i Dae J'c_._ f~ 1,xS IZ .i' Nk $ ail E7 1 �, �i# x. $,� h t�'tr IF al x, a i - s h��'�i + 1e t 1 i a �' 1 i , lit t:,- ., "t I. pzi Reeelved r addition Ire ewb, �I eg'ali ale . , hBywS T y i.. 1 a-3 r, -� '.�. r F "f*$- IS i4-aN..+Ljet ned to D`f'[p f'i Lot "�.� ,yF t .k 5 rDatG; �.. } „ y - -E� 1 k s i -� . ecel_ved or additional review,'by L eta bate r ,7, ' ��' t ;' �,,�k ' *.1 N:Returned to ®ept forge vision t i 'ate 1 ' �, , ' ' ' B)`�;' ,, ' t ti y. ?" 'i : t' J!' f r' 3 2 .,L fl. S) i' 4 ' r iA ceived or Additiona RevJew by eg ti Dater By� ' ` �a u� f'- n. : 1 FIat >v .-.o -! ,7ii .x' , -fir -va 1 ,r �.ter': { ' ` !'' 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Retlt"goil'r i nr gnial executed-doc mei�t tot a Cit ;;�1` 1; Does this document need to be recorded? . fkli jRecorder oz safekeepmg? .I�r� o J des t p 0utla No ❑ Yes o _ rrY CT.TY ADMINIST TORE/.;DEPART MENT m Al)" ,..„.,,,,,:,,,,,44.50"i% kPl•ease c o'not sign the attached document ntil this form is'b�een:approved bythe Legal Department R >' z �.,n a 'k 'k ,,! :y ,'rye j t� IZ �L{ iMi "��... 'Y r t� HN L LEGAL DEPARTMENT APPROVAL JD e Y at a ' �, b 0 7#� tI t,�3.v_.' ia ,x { .. { 1 t,3, i.�. i Y 1 9 rY } r '�' 1 jY ti` s 'ice -n 1,i i":� t.Y: [9[nyN a,.y . � �t:.� .. ,e r..; < s. ' ,:,_.�__l i,�. •.,. -.5- s <s— .�e ...Y..,r, k+�� _ ,? ?. ay,l: G:Vegal\DEPARTMENTS�Contracting\ ORMs1L egal Doc Transmittal KI B.doca u