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Doc 057 - Liquid Asphalt
Deschutes County Board of Commissioners 1300 NW Wall Street, Suite 200, Bend OR 97701-1960 541.388.6570 -Fax 541.385.3202 -www.deschutes.org AGENDA REQUEST AND STAFF REPORT For Board Business Meeting of: April 9, 2014 DATE: March 24, 2014 FROM: Tom Shamberger Road Department Phone: 541.322.7120 TITLE OF AGENDA ITEM: Consideration for Board approval of Contract #2014-057 for "Supply and Delivery of AC-15P Liquid Asphalt 2014" PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: The Deschutes County Road Department opened sealed bids on March 11, 2014 for the supply and delivery of AC-15P liquid asphalt for use in the 2014 chip seal season. Chip sealing is the primary pavement preservation technique used by Deschutes County to extend the pavement life of an annually selected portion of the 700 miles of paved roads in the County. It is an economical process that can be reapplied every 7 to 10 years when needed. About 80% of the cost of chip seal is the material cost of liquid asphalt and coated chip seal rock procured from private contractors. This is an annual contract for the purchase of the AC-15P liquid asphalt and will cover approximately 118 miles scheduled to be treated in 2014 on roads in Deschutes County, the City of Bend, and the City of Redmond. Albina Asphalt was the sole bidder on this contract for the amount of $1,834,300.00. Even with only one bidder the County realized a savings of $44.80 per ton over last years contract. FISCAL IMPLICATIONS: Funds for this contract are included in the Asphalt and Aggregate line item of the Road Department budget (Fund #325). RECOMMENDATION AND ACTION REQUESTED: Move Chair signature on the Contract to Albina Holding dba Albina Asphalt in the amount of $1,834,300.00. ATTENDANCE: Chris Doty, Tom Shamberger DISTRIBUTION OF DOCUMENTS: Return signed documents to Sheila Odie at the Road Department for distribution. DESCHUTES COUNTY CONTRACT SUMMARY (Department shall complete all sections above Official Review line) Date: March 21,2014 Department: Road Contractor/Supplier/Consultant name: Albina Asphalt Contact Person: Tom Shamberger Phone: 541-322-7120 Goods and/or Services: The Supply and Delivery of AC-15P Liquid Asphalt for Chip Seal -Contract No . 2014-057 Background & History: Chip Seal is a primary maintenance tool to extend the life of paved roads. This is an annual contract for oil used in the Chip Seal process. The Road Department has used this product with the same specifications before with very good results. This supplier is a regular bidder and has supplied this product in the past in a satisfactory manner. Starting Date: May 26,2014 Ending Date: December 31, 2014 Annual Value or Total Payment: $1,834,300.00 181 Insurance Certificate Received (check box) Insurance Expiration Date: 07/01/14 Check all that apply: [8] RFP, Solicitation or Bid Process o Informal quotes «$150K) o Exempt from RFP, Solicitation or Bid Process o (specify -see DCC §2 .37) Special Procurement Funding Source: Road Fund (Fund 325) (Included in current budget? [8] Yes 0 No) If No, has budget amendment been submitted? 0 Yes 0 No Departmental Contact: Tom Shamberger Operations Manager Name Title Department Director Approved: ~~ 01(l(,fa '1 Si9f18ture Date ~~__~~--------------~-------------------------------------4)Official Review: \ County Signature Required (check one): III BOCC 0 Department Director (if <$25K) o Administrator (if >$25 but .<$150K; if >$150K, BOCC Order No. ) Legal Review ;; -31 ~ 1'1 Document Number 2014-057 ~~~~~------------------- 3/21 /2014 DESCHllJTES COUNTY ROAD DEPARTMENT BID DOCUMENTS FOR THE SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014 BID OPENING: MARCH II, 2014 2:00 P.M. C 20 4~057 TABLE OF CONTENTS SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014 ---~1~\lllr~l-I()~ lr() ~I[) ------------------------------------------------ F()RM ()F C()~lr~Clr -----------------------------------------------------------------1 ~I[) SCHE[)ULE ---------------------------------------------------------2 SPECI~L PR()\lISI()~S ----------------------------------------~PPE~[)IX "~" ~UlrH()RIZAlrl()~ F()RM F()R ~[)[)llrl()~~L ()R[)ERS----~PPE~[)IX "~" DESCHUTES COUNTY, OREGON ROAD DEPARTMENT INVITATION TO BID FOR SUPPLYING AND DELIVERY OF AC-15P LIQUID ASPHALT 2014 Sealed bids will be received at the Deschutes County Road Department, 61150 SE 27th Street, Bend, Oregon 97702, until but not after, 2:00 p.m. on March 11, 2014 at which time and place all bids for the above-entitled public works project will be publicly opened and read aloud. The contract calls for supplying and delivery of 2600 Tons of AC-15P liquid asphalt to specified locations in the Bend, Terrebonne and La Pine areas of Deschutes County. Specifications and other bid documents may be inspected and obtained at the Deschutes County Road Department, 61150 S.E. 27th Street, Bend, Oregon 97702 or the Deschutes County website, www.deschutes.org. Inquiries pertaining to these specifications shall be directed to Tom Shamberger, Operations Manager, telephone (541) 322 7120. Bids shall be made on the forms furnished by the County, incorporating all contract documents, addressed and mailed or delivered to Chris Doty, Department Director, 61150 SE 27th Street, Bend, Oregon 97702 in a sealed envelope plainly marked "BID FOR SUPPLYING AND DELIVERY OF AC-15P LIQUID ASPHALT 2014" and the name and address of the bidder. Each bid must contain a statement as to whether the bidder is a resident bidder, as defined in ORS 279A.120 (1) (b). Vendors shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. Deschutes County may reject any bid not in compliance with all prescribed bidding procedures and requirements, and may reject for good cause any or all bids upon a finding of Deschutes County it is in the public interest to do so. The protest period for this procurement is seven (7) calendar days. Upon mutual agreement, parties may extend the term of this Contract, at unit prices provided herein, provided that the Contract term does not extend beyond October 31, 2015 plus the applicable warranty term. Included in this bid are provisions for permissive cooperative procurement as provided in ORS 279A.215. Political subdivisions within and adjacent to Deschutes County and including Polk County are authorized to use the quoted price received on this request to purchase materials at the same terms, conditions and prices of the original contract. Freight rates for product delivery to additional agencies may be negotiated separately from this contract. CHRIS DOTY Department Director PUBLISHED: THE BEND BULLETIN: DAILY JOURNAL OF COMMERCE: February 26,2014 & March 5, 2014 February 26,2014 & March 5, 2014 Page A , i DESCHUTES COUNTY, OREGON CONTRACT FOR THE PURCHASE OF GOODS SUPPLY AND DELIVERY OF AC-1SP LIQUID ASPHALT 2014 This Contract is between Deschutes County, Oregon ("County"), acting by and through the Road Department ("Agency"), and ALl8JtJA ASpuAL.-T ("Contractor"). This Contract is effective on the date it has been signed by all parties and all required County approvals have been obtained. Except as provided in the immediately following sentence, this Contract expires on the latest of the following: December 31, 2014, the date all warranties have expired, or the date Contractor has completed delivery of all Goods and Services in accordance with the requirements of this Contract, as determined by Agency. Upon mutual agreement, parties may extend the term of this Contract, at unit prices provided herein, provided that the Contract term does not extend beyond October 31, 2015 plus the applicable warranty term. This Contract is for the purchase and sale of the following: Supply and Delivery AC-15P liquid Asphalt to Deschutes County in an estimated quantity of 2600 Tons, as more fully described in the Special Provisions set forth in Appendix "A" attached and by this reference incorporated herein. Contractor agrees to sell, and Agency agrees to purchase, Goods and Services for the benefit of Agency subject to the following terms and conditions: Section 1. DEFINITIONS. A. "Goods" means the goods specified in Section 2. B. "IRS" means the Internal Revenue Service. C. "Services" means the services, if any, that are incidental to the purchase of Goods and that Contractor is required to perform under Section 2. D. "SpeCifications" means the specific attributes of Goods and Services described in Section 3. 2. REQlIlRED GOODS, SERVICES, PRICING AND DELIVERY SCHEDULE. Contractor shall deliver to Agency the following Goods and Services for the prices specified in the bid schedule in this Section 2 under paragraph D. A. GOODS. -Contractor shall deliver Goods F.O.B. place of destination. i. Description, Quantities and Delivery location: The material description and quantity is described in the Bid Schedule and Special Provisions of this Contract, with site address location to be provided by Page 1 of20 SUPPLY AND DELIVERY OF AC·15PLIQUID ASPHALT 2014-CONTRACT # 2014-057 Deschutes County at time of order. Agency, at its sole discretion, may reduce or increase the estimated quantity at the unit prices set forth on the Bid Schedule. ii. AUTHORIZATION FOR ADDITIONAL ORDERS. This contract allows for the designation of additional orders by other public agencies pursuant to ORS 279A.21S. Contractor will complete Appendix liB" attached and by this reference incorporated herein. B. SERVICES. N/A C. DELIVERY. i Delivery locations shall be disbursed throughout Deschutes County, within SO air miles of the Deschutes County Road Department, 61150 SE 27th Street, Bend, OR 97702. ii. Contractor shall deliver Goods to Agency and shall perform Services, if any, at the specific locations described at the time goods are ordered. iii. Contractor shall retain the risk of loss of Goods until Agency accepts Goods in accordance with Section 4.0. iv. Contractor shall deliver Goods as scheduled by Deschutes County. D. BID SCHEDULE AND UNIT PRICING. BID SCHEDULE Supplying and Delivery of AC-1Sp liquid Asphalt NO. ITEM EST. QUANTITY UNIT PRICE TOTAL COST 1. Hot Applied AC-1SP Liquid Asphalt 2600 Tons $ 00bfl3 .-perTon $ 00 I , '1-':J s-. <2 00 -: 2. Delivery of Asphalt: $ SS22: per Ton $ s i , 5' og.00. 3. TOTAL COST AT ESTIMATED TONNAGE: $ t ~31f~00 ~.2 BID PRICE OF TOTAL COST OF ESTIMATED TONNAGE: (written words) ON€. M ' ...1..10">, E', G lofi HL2tJoafj) JH r{ll'-( fcOl2R '"'TtfOtlSAtJQ ) NOTE: A. Bidder must bid on all Items #1 and #2. Failure to bid on all items will disqualify the bid. Page 2 of20 SUPPLY AND DELIVERY OF AC-15PLIQUID ASPHALT 2014-CONTRACT # 2014-057 The name of the Bidder who is submitting this Proposal is: AJ..BJIJB /-10 bOO.:Jr;... e:t bt:Lr :lY 13 of CCB# 90 J {V/A-, tJ Sr, WA, ADDRESS ' CITY STATE ZIP TELEPHONE which is the address to which all communications concerned with this proposal and with the Contract shall be sent. 3. SPECIFICATIONS. Contractor shall deliver all Goods and Services specified in Section 2 in accordance with this Section 3. Contractors failure to deliver Goods and Services in accordance with the provisions of this Contract is a material breach of this Contract. A. GENERAL PROVISIONS. i. NON-COMPLIANCE. If any Goods or component parts are recalled by a regulatory body or the manufacturer, or discovered by Contractor not to comply with applicable regulatory standards or the Specifications, Contractor shall immediately notify Agency of the recall or non-compliance, and shall provide copies of the recall notice or notice of non-compliance, as applicable, and all other supporting documentation for the recall or non-compliance determination. Agency may elect to (a) reject Goods in whole or in part, or (b) revoke its acceptance of Goods in whole or in part. If Agency rejects Goods or revokes its acceptance of Goods, Contractor shall remove the particular Goods from Agency's possession as provided in Section 4.D.iv at no cost to Agency and shall reimburse Agency for all payments made for those Goods. ii. STANDARD COMPONENTS. Unless specified otherwise in this Section 3, Specifications, Contractor shall provide Goods with all components and accessories that the manufacturer lists as "standard" for Goods. iii. NECESSARY COMPONENTS. Unless specified otherwise in this Section 3, Specifications, Contractor shall include all components, hardware and parts necessary for complete and proper assembly, installation and operation of Goods. iv. NEW AND UNUSED GOODS. Unless specified otherwise in this Section 3, Specifications, Contractor shall deliver Goods that are new, unused and produced from current production inventory. Contractor shall provide Goods manufactured from only those components that the manufacturer offers in the manufacturers current parts catalogue for Goods. B. DETAILED SPECIFICATIONS/SPECIAL PROVISIONS. SEE APPENDIX llA" ATTACHED AND BY THIS REFERENCE INCORPORATED HEREIN. Page 3 of20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 4. TERMS AND CONDITIONS. A. PAYMENT. i. Agency's Payment. Agency shall pay Contractor for Goods delivered and Services performed at the unit prices and rates specified in Section 2. Contractor shall look solely to Agency for payment of all amounts Agency owes to Contractor. Contractor shall not be compensated by any agency or department of County other than Agency for Goods delivered or Services performed. ii. If Contractor is a nonresident alien as defined in 26 USC § 7701(b)(1)(B), then Contractor shall, upon execution of this Contract, deliver to Agency a completed and signed W-8 form, 8233 form, or W-9 form, as applicable, from the IRS, as evidence that Agency is not required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently available at http:Uwww,irs.gov. Agency may withhold payments to Contractor pending Agency's receipt from Contractor of the applicable, completed and signed form. If Agency does not receive the applicable, completed and signed form from Contractor, or if the IRS provides notice to Agency that Contractor's information on the form provided is incorrect, Agency will withhold as federal income tax 30% of all amounts Agency owes to Contractor under this Contract. iii. Funds Available and Authorized; Payments. Contractor understands and agrees that Agency's payment of amounts under this Contract is contingent on Agency receiving funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to make payments under this Contract. B. INVOICES. i. Contractor shall send invoices to Agency no more often than monthly after Agency's acceptance in accordance with Section 4.D of Goods delivered under this Contract. Contractor shall send invoices to Agency for completed Services no more often than monthly. ii. Contractor shall send all invoices to the Agency mailing address specified in Section 7 or to any other address that Agency may indicate in writing to Contractor. Contractor shall include in each invoice: a. The Solicitation number if any, the Contract number if any; b. The quantity of Goods ordered, the quantity of Goods delivered, the date Goods were delivered, the price per unit, if applicable; c. A detailed description of Services performed, including the name or names of the individuals who performed Services and prepared the deliverables to which the invoice applies, the dates Services were performed, all deliverables delivered during the period of the invoices, the rate or rates for Services performed, and the total cost of Services d. Itemization and explanation of all expenses for which Contractor claims reimbursement authorized under this Contract; and e. The total amount due, and the payment address. C. MOST FAVORABLE PRICES AND TERMS. Contractor represents and warrants that all prices, terms and benefits offered by Contractor under this Contract are equal to or better than the equivalent prices, terms and benefits being offered by Contractor to any other County or local governmental entity or commercial customer. 1 I Page 4 of 20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 i. If during the term of this Contract Contractor enters any contract, agreement or arrangement that provides lower prices, more favorable terms or greater benefits to any other County or local governmental entity or commercial customer, Contractor shall provide the same price or prices, terms and benefits to Agency. The prices, terms and benefits shall be effective as of the date Contractor made the more favorable terms or greater benefits available to any other County or local governmental entity or commercial customer. This provision applies to comparable goods and services and to purchase volumes by Agency that are not less than the purchase volumes of the County or local governmental entity or commercial customer that has received the lower prices, greater benefits or more favorable terms. ii. Section 4.C.i does not apply to Contractors donations of comparable goods and services to charitable, nonprofit or governmental entities if the donations are recognized as donations and are deductible under the Federal Internal Revenue Code. These donations are not considered contracts, agreements or arrangements with other County or local governmental entities or commercial customers for purposes of Section 4.C.i. D. ACCEPTANCE, REJECTION AND REVOCATION OF ACCEllTANCE: i. ACCEPTANCE. Agency shall test if Agency, in its sole discretion deems testing necessary, inspect and either accept or reject Goods delivered within fourteen (14) calendar days from the date Contractor delivers Goods to Agency. If Agency does not provide written notice of acceptance or rejection of Goods to Contractor within fourteen (14) calendar days following the date of delivery of Goods, Agency is deemed to have accepted Goods. ii. REJECTION. If Agency rejects Goods, then Agency's written notice of rejection shall, at a minimum, itemize the apparent defects and include: a. a description of nonconformance between Goods delivered and the required Specifications and warranties (including any variance from demonstrations or sample characteristics of Goods if Contractor provided demonstrations or samples); b. a description of any other nonconformance of Goods (including late delivery); and c. a statement indicating whether Contractor may cure the nonconformance and if so, the method by which and time period within which Contractor may cure. iii. REVOCATION OF ACCEPTANCE. Notwithstanding Agency's acceptance of Goods under Section 4.D.i Agency may revoke its acceptance of Goods for nonconformance with the Specifications. If Agency revokes acceptance of Goods, Agency shall deliver a written notice of revocation of acceptance to Contractor that includes the same information required for a written notice of rejection under Section 4.D.ii. iv. EFFECT OF REJECTION OR REVOCATION OF ACCEPTANCE. If Agency rejects Goods or revokes its acceptance of Goods, Contractor shall refund all payments Agency has made to Contractor for those Goods and shall, at no cost to Agency, remove Goods from Agency's possession within nine (9) calendar days following the latest of the date of Agency's notice of rejection, the date of Agency's notice of revocation of acceptance, or the date of Contractor's failure to cure if cure is permitted. Nothing contained in this Section 4.D precludes Agency from pursuing any remedies to which either Page 5 of 20 SUPPLY AND DELNERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 may be entitled upon rejection or revocation of acceptance of Goods or otherwise under this Contract. E. OTHER REPRESENTATIONS AND WARRANTIES. All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to Goods delivered under this Contract. Contractor represents and further warrants that: i. Contractor has the authority to enter into and perform in accordance with this Contract, and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor that is enforceable in accordance with its terms; ii. All Goods delivered to Agency are new, unused, current production models and are free from defects in materials, design and manufacture for "the duration of the warranty period specified in Section 3." ("Warranty Period"). Contractor further represents and warrants that all Goods meet or exceed all Specifications; iii. All Goods delivered shall comply with all applicable federal health and safety standards. iv. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and know/edge with care and diligence and perform Services, including but not limited to delivery of goods, in a timely, professional and workmanlike manner in accordance with standards applicable to Contractors industry, trade or profession; and v. Contractor is, and shall be at all times during the term of this Contract, qualified, professionally competent and duly licensed to perform Services. The warranties specified in this Section 4.E are in addition to, and not in lieu of, any other warranties provided in this Contract. All warranties are cumulative and shall be interpreted broadly to give Agency the greatest warranty protection available. F. MANUFACTURER WARRANTIES. At no charge to Agency, Contractor shall transfer or cause the transfer of all manufacturers' warranties for Goods and component parts, if any, to the Agency for Agency's benefit when Contractor delivers Goods to Agency. If a conflict or inconsistency exists between a manufacturers warranty and Contractors warranty, the warranty that provides the greatest benefit and protection to County shall prevail. G. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS. i. Contractor shall comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract or to Contractors obligations under this Contract, as they may be adopted or amended from time to time. ii. Agency's performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated into this Contract by reference. Contractor shall, to the maximum extent economically feasible in the performance of this Page 6 of 20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONfRACT # 2014-057 Contract, use recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETE products (as defined in ORS 279A.010(1)(ff)), and other recycled plastic resin products and recycled products (as "recycled product" is defined in ORS 279A.010(1)(gg)). H. AMENDMENTS. i. All amendments to this Contract are Unanticipated Amendments unless subsections ii and iii of this Section H are completed for Anticipated Amendments. OAR 137-047-0800 applies to all Contract amendments. ii. Circumstances Requiring Amendments. iii. Amendment Method. I. MATERIAL SAFETY DATA SHEET. At the time Contractor delivers Goods to Agency, Contractor shall provide to Agency a "Material Safety Data Sheet" as defined by (OSHA) for any Goods delivered which may release or otherwise cause exposure to a hazardous chemical substance under normal conditions of use. Contractor shall properly label, tag or mark those Goods. J. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence in the performance of this Contract. K. FORCE MAJEURE. Neither Agency nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the delaying or breaching entity's reasonable control. Contractor shall make all reasonable efforts to eliminate the cause of Contractors delay or breach and shall, upon elimination of the cause, continue performing under this Contract. Agency may terminate this Contract upon written notice to Contractor after reasonably determining that this delay or breach could likely prevent successful performance of this Contract. L. INSURANCE. Contractor shall obtain the insurance required under Section 5 prior to performing under this Contract and shall maintain the required insurance throughout this duration of this Contract and all Warranty Periods. M. INDEPENDENT CONTRAaOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING. i. Contractor shall perform all Services as an independent contractor. Although Agency may (a) determine and modify the delivery schedule for Goods to be delivered and Services to be performed and (b) evaluate the quality of the completed performance, Agency cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing any Services required under this Contract. Contractor i Page 70f20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-0571 I I is not an "officer", "employee", or "agent" of Agency as those terms are used in ORS 30.265 of County. ii. If Contractor is currently performing work for County, the State or the federal government, Contractor by signature to this Contract declares and certifies that Contractor's performance under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor's employing agency (County, State or federal) would prohibit Contractor's performance under this Contract. iii. Contractor shall payor cause to be paid all federal and state taxes applicable to Contractor's compensation under this Contract, and Agency will not withhold from Contractor's compensation any amount to cover Contractor's federal or State tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from Contractor's compensation under this Contract. N. INDEMNIFICATION. i. GENERAL INDEMNITY. TO THE GREATEST EXTENT AUTHORIZED BY LAW CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY AGENCY, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER ("CLAIMS") RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTS OR OMISSIONS OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT. ii. AGENCY SHALL REASONABLY COOPERATE IN GOOD FAITH, AT CONTRACTOR'S REASONABLE EXPENSE, IN THE DEFENSE OF CLAIMS, AND CONTRACTOR SHALL SelECT COUNSel REASONABLY ACCEPTABLE TO THE AGENCY'S ATTORNEY TO DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS AND SHALL BEAR ALL COSTS OF SUCH COUNSEL COUNSel MUST ACCEPT APPOINTMENT AS A SPECIAL ASSISTANT LEGAL COUNSel BEFORE COUNSEL MAY ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF, AGENCY, ITS AGENCIES, OFFICERS, EMPLOYEES OR AGENTS. AGENCY MAY elECT TO ASSUME ITS OWN DEFENSE WITH AN ATTORNEY OF ITS OWN CHOICE AND AT ITS OWN EXPENSE AT ANY TIME AGENCY DETERMINES IMPORTANT AGENCY INTERESTS ARE AT STAKE. SUBJECT TO THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS WITH COUNSel OF ITS OWN CHOOSING PROVIDED THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND INFRINGEMENT CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF AGENCY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHelD, CONDITIONED OR DELAYED. O. ASSIGNMENT OF ANTITRUST RIGHTS. i. CONTRACTOR IRREVOCABLY ASSIGNS TO AGENCY ANY CLAIM FOR RELIEF OR CAUSE OF ACTION WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO CONTRACTOR IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE OF CARRYING OUT CONTRACTOR'S OBLIGATIONS UNDER THIS CONTRACT, INClUDING, AT AGENCY'S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION. ii. CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO PERFORM ANY OF CONTRACTOR'S DUTIES UNDER THIS CONTRACT TO IRREVOCABLY ASSIGN TO AGENCY, AS THIRD PARTY BENEFICIARY, ANY RIGHT, TiTlE OR INTEREST THAT HAS ACCRUED OR WHICH MAY ACCRUE IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.c. § 1-15 OR ORS 646.725 OR ORS Page 8 of 20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF CARRYING OUT THE SUBCONTRACTOR'S OBLIGATIONS TO CONTRACTOR IN PURSUANCE OF THIS CONTRACT, INCLUDING, AT AGENCY'S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION. P. EVENTS OF BREACH. i. Breach by Contractor. Contractor breaches this Contract if: a. Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; b. Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Contract and Contractor has not obtained the required license or certificate within fourteen (14) calendar days after delivery of Agency's notice of breach or a longer period as Agency may specify in its notice; or c. Contractor commits any material breach of any covenant, warranty, obligation or certification under this Contract, and Contractor fails to cure its breach within fourteen (14) calendar days after delivery of Agency's notice of breach or within a longer period as Agency may specify in its notice. ii. Breach by Agency. Agency breaches this Contract if: I I I I a. Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure this failure within fourteen (14) business days after delivery of Contractor's notice of breach or within a longer period as Contractor may specify in its notice; or b. Agency commits any material breach of its obligations under this Contract, fails to perform its obligations hereunder within the time specified or any extension thereof, and fails to cure its failure within fourteen (14) calendar days after delivery of Contractor's notice of breach or a longer period as Contractor may specify in its notice. Q. REMEDIES. i. County's Remedies. If Contractor is in breach under Section 4.P .i, then in addition to the remedies afforded elsewhere in this Contract, Agency shall be entitled to recover for any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages, as provided in ORS Chapter 72. Agency may, at its option, pursue any or all of the remedies available under this Contract and at law or in equity, including, but not limited to: a. Termination of this Contract under Section 4.S.ii; b. Withholding all amounts Contractor has invoiced for Goods and Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively; Page 9 of 20 SUPPLY AND DELIVERY OF AC-1SP UQUID ASPHALT 2014-CONTRACT # 2014-057 c. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; or d. Exercise of the right of setoff and withholding amounts otherwise due and owing to Contractor in an amount equal to Agency's setoff right, without penalty. These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If Contractor is found to not be in breach under Section 4.P.i, the rights and obligations of the parties shall be the same as if this Contract was terminated pursuant to Section 4.S.ii.a. ii. Contractor's Remedies. If Agency terminates this Contract for convenience under Section 4.S.iLa, or if Agency is in breach under Section 4.P.ii and whether or not Contractor elects to exercise its right to terminate this Contract under Section 4.S.iii, Contractor's sole remedy is a claim against Agency for the unpaid price for any Goods delivered and accepted by Agency less any claims Agency has against Contractor and is as follows for unpaid Services completed and accepted by Agency: a. For Services compensable on an hourly basis, a claim against Agency for unpaid invoices, hours worked but not yet invoiced, and authorized expenses for Services completed and accepted by Agency less any claims Agency has against Contractor. b. For deliverable-based Services, a claim against Agency for the amount specified for completing the deliverable multiplied by the percentage of Services completed and accepted by Agency, less previous amounts paid and the amount of any claims Agency has against Contractor. If previous amounts paid to Contractor for Goods and Services exceed the amount due to Contractor under this Section 4.Q.ii, Contractor shall pay the excess amount to Agency immediately upon written demand. R. ATTORNEYS' FEES. Except for defense costs and expenses pursuant to Section 4.N, neither Agency nor Contractor is entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy arising out of or relating to this Contract. S. TERMINATION. i. MUTUAL CONSENT. The Contract may be terminated at any time by mutual written consent of the parties. ii. Agency: a. Agency may, at its sole discretion, terminate the Contract for its convenience upon 30 days written notice to Contractor. b. Agency may, in its sole discretion, terminate this Contract, immediately upon notice to Contractor, or at a later date as Agency may establish in its notice, upon the occurrence of any of the following events: Page 10 of20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 1. Agency fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to make payments under this Contract; 2. Agency may reduce quantity of goods and services purchased if anticipated funding is reduced; 3. Federal or State laws, regulations, or guidelines are modified or interpreted in a way that either the purchase of Goods or Services, or both, by the Agency under this Contract is prohibited, or the Agency is prohibited from paying for Goods or Services, or both, from the planned funding source; or 4. Contractor commits any material breach of this Contract. Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor under this Section 4.SJi. iii. CONTRACTOR. Contractor may terminate this Contract immediately upon written notice to Agency, or at a later date as Contractor may establish in its notice, if Agency is in breach under Section 4.P.ii. T. RESERVED U. ACCESS TO RECORDS. Contractor shall retain, maintain, and keep accessible all records relevant to this Contract ("Records") for six (6) years following Contract termination or full performance, the period required by applicable law following Contract termination or full performance, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever ending date is later. Contractor shall maintain all financial Records in accordance with generally accepted accounting principles. During this Record-retention period, Contractor shall permit County, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying. V. NOTICES. All notices required under this Contract shall be in writing and addressed to the party's authorized representative. For Agency, the authorized representative is the Agency contact person identified in Section 8. Contractor's authorized representative is the contact person identified in Section 7. Mailed notices are deemed received five (5) days after the post mark date when properly addressed and deposited prepaid into the U.S. postal service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number. Notices delivered by personal delivery are deemed received when delivered to the address specified for the receiving party's authorized representative. W. GOVERNING LAW. The Contract is governed by and construed in accordance with the laws of State of Oregon without regard to principles of conflicts of laws. To the extent not modified by the terms of this Contract, the Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs Goods under this Contract. Page 11 of20 SUPPLY AND DELNERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties, and it does not apply to this Contract. X. VENUE; CONSENT TO JURISDICTION. I Any claim, action, suit or proceeding (collectively, "Proceeding") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Oregon for Deschutes County; provided, however, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be construed as a waiver of governmental immunity, whether derived from the I Eleventh Amendment to the United Countys Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon. 1 Y. SURVIVAL: In addition to all provisions which by their nature extend beyond the Contract termination or full performance, the following provisions shall remain in effect beyond any Contract termination or full performance: Sections I, 3, 4.A, 4.D, 4.E, 4.F, 4.l, 4.N, 4.0, 4.0, 4.R, 4.T, 4.U, 4.W, 4.X, 4.Y, 4.CC and Section 5. Z. SEVERABILITY. If a court of competent jurisdiction declares any provision of this Contract to be illegal or otherwise invalid, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular provision held to be invalid. AA. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS. i. SUBCONTRACTS. Contractor shall not enter into any subcontracts for any Services required under this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract provisions to ensure that Agency will receive the benefit of subcontractor's performance as if the subcontractor were Contractor with respect to Sections 3, 4.E, 4.F, 4.1, 4.J, 4.N, 4.0, 4.T, 4.U, 4.W, 4.X, and 4.AA. Agency's consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract. ii. Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without Agency's prior written consent. Agency's written consent does not relieve Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor's agent. iii. The provisions of this Contract are binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns, if any. BB. MERGER CLAUSE; AMENDMENT; WAIVER. Page 12 of 20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 This Contract constitutes the entire agreement between the parties on the subject matter thereof. There are no understandings, agreements or representations, oral or written, not specified herein regarding this Contract. This Contract may be amended to the extent permitted by applicable statutes and administrative rules. For Anticipated Amendments, this Contract may be amended only in accordance with and to the extent provided in the Solicitation, if any, and this Contract, in accordance with OAR 137 047-0800. No waiver, consent or amendment of terms of this Contract shall bind either party unless in writing and signed by Agency and Contractor, and all necessary approvals have been obtained. Waivers and consents shall be effective only in the specific instance and for the specific purpose given. The failure of County to enforce any provision of this Contract shall not constitute a waiver by County of that or any other provision. Cc. THIRD PARTY BENEFICIARIES. Agency and Contractor are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless the third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. Agency is an intended beneficiary of the terms of this Contract. DO. COUNTERPARTS. This Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not Signatories to the same counterpart. Each copy of this Contract so executed shall constitute an original. 5. INSURANCE A. REQUIRED INSURANCE. Contractor shall obtain the insurance specified in this Section 5 prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract and all Warranty Periods. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in County and that are acceptable to Agency. i. WORKERS COMPENSATION. All employers, including Contractor, that employ subject workers who work under this Contract in Oregon shall comply with ORS 656.017 and provide the required workers' compensation coverage, unless these employers are exempt under ORS 656.126(2). Contractor shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with, these requirements. ii. COMMERCIAL GENERAL LIABILITY. t2J Required by Agency D Not required by Agency. Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverages that are satisfactory to Agency. This insurance shall include personal and advertising injury liability, products and completed operations liability. Coverage may be written in combination with Automobile Liability Insurance (with separate limits). Combined single limit per occurrence Page 13 of20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 shall not be less than $ 1,000,000 for each job site or location. Each annual aggregate limit shall not be less than $ 2,000,000 . iii. AUTOMOBILE LIABILITY INSURANCE: AUTOMOBILE LIABILITY. I:8j Required by Agency D Not required by Agency. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $500,000. iv. EMPLOYERS' LIABILITY. D Required by Agency I:8j Not required by Agency. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall obtain employers' liability insurance coverage with combined single limit per occurrence of not less that $500,000, and annual aggregate limits of not less than $1 million. v. POLLUTION LIABILITY. I:8j Required by Agency D Not required by Agency. Pollution coverage shall be required with a combined single limit of not less than: Per Occurrence limit Annual Aggregate limit • $1,000,000 • $2,000,000 Pollution Liability insurance includes coverage for claims involving bodily inJury, property damage (including loss of use of tangible property that has not been physically injured" cleanup costs, remediation, disposal or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims arising out of: • Contractor's operations related to this project; and/or • Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/or • Transportation of hazardous materials away from any site related to this project. By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. Page 14 of 20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 B. ADDITIONAL INSURED. The commercial general liability insurance and automobile liability insurance required under this Contract shall include by separate endorsement Deschutes County, and its departments, diviSions, commissions, branches, officers and employees as Additional Insureds with respect to Contractor's performance obligations under this Contract. Contractor shall ensure that coverage is primary and non contributory with any other insurance and self-insurance. C. "TAIL" COVERAGE. If any of the required liability insurance is on a "claims made" baSis, Contractor shall either maintain either "tail" coverage or continuous "claims made" liability coverage, provided the effective date of the continuous "claims made" coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of i. Agency's acceptance of all Goods in accordance with Section 4.0 (if acceptance has not been revoked in accordance with Section 4.D.iii), ii. The completion of all Services required under this Contract, or iii. The expiration of all warranty periods provided under this Contract. Notwithstanding the foregoing 24-month requirement, if Contractor elects to maintain "tail" coverage and if the maximum time period "tail" coverage reasonably available in the marketplace is less than the 24 month period described above, then Contractor shall maintain "tail" coverage for the maximum time period that "tail" coverage is reasonably available in the marketplace for the coverage required under this Contract. Contractor shall provide to Agency, upon request, certification of the coverage required under this Section S.c. D. NOTICE OF CANCELLATION OR CHANGE. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without sixty (60) days' written notice from this Contractor or its insurer(s) to Agency. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract by Agency. No later that fourteen calendar days following the effective date of any insurance policy renewals, Contractor shall deliver to Agency all documentation evidencing renewal of the particular insurance policy renewed. E. CERTIFICATE(S) OF INSURANCE. Upon Agency's request, Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance. The Certificate(s) must specify all entities and individuals who are endorsed on the policy as Additional Insured (or Loss Payees). Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any. 6. RESERVED. 7. CERTIFICATIONS AND SIGNATURE OF CONTRACTOR'S AUTHORIZED REPRESENTATIVE. THIS CONTRACT MUST BE SIGNED IN INK BY AN AUTHORIZED REPRESENTATIVE OF CONTRACTOR. Page 15 of20 SUPPLY AND DELIVERY OF AC-lSP LIQUID ASPHALT 2014-CONTRACT # 2014-057 .t;PI:H::S r axmoc1em 1 (2/2) 04/04/2014 09:13:26 AM -0700 ACORDe CERTIFICATE OF LIABILITY INSURANCE I OATE (MM/OOIYYVY) ~ 8/30/2013 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: It the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. It SUBROGATION IS WAIVED, subject to the terms and conditions of the polley, 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). PROOUCER ;;;XMlt'" Pam Wimmer Elliott Powell Baden and Baker Inc. r~g~~D.Exn, (503)227-1771 J f~. Nol, (1503)274-7644 1521 S.W. Salmon Street . ~~.ftl~~~.pwimmer@epbb.com INSUR~S) AFFORDING COVERAGE NAIC' Portland OR 97205-1783 INSURER A :SAIl!' 136196 INSUREO INSURER B: Albina Holdings Inc, DBA: Albina Fuel CO INSURER c, DBA: Albina Asphalt INSURER 0: 801 Main St. INSURER E: Vancouver WA 98660 I INSURER F: COVERAGES CERTIFICATE NUMBER:13-14 Work Camp 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 CON DrrlONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~~ TYPE OF INSURANCE I~~R I~~ POLICY NUMBER I>QUC.Y.!ofFfMM/D ilYYYVI ,!'9.l-.t~Y..t~f UMITS GENERAL LIABIUTY t-= $I- I--nMERCIAL GENERAL LIABILITY P occurrancAl $ CLAIMS·MADE 0 OCCUR MED EXPJAny ooe person) $ I-PERSONAL & ADV INJURY $ I-GENERAL AGGREGATE $ I~r AGG~nE LlMI: APfY PER. PRODUCTS· COMPIOP AGG $ POllCY~WT LOC $ AUTOMOBILE LIABILITY UEa 8CCldan'lINClU:' lIMI 1$I---c I ANY AUTO BODILY INJURY (Per persoo) $ I-ALL OWNED r--' SCHEDULED BODILY INJURY (PeracCidanl) $ I-AUTOS RAUTOSNON·OWNED l1£RO ~S'}YJAMAGE $ I-HIRED AUTOS AUTOS Per acaden1 $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $I- EXCESS LIAB CLAIMS·MADE AGGREGATE $ OED I I RETENTION $ $ A WORKERS COMPENSATION X IT"X~$ifJI~S I IOJ~' AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE 0 N/A E L EACH ACCIDENT $ 1 000 000OFFICERlMEMBER EXCLUDED? 0/1/2013 10/1/2014(Mandatory In NH) . 499173 E L DISEASE· EA EMPLOYEE $ 1 000 000 11 yes, describe under E L DISEASE· POLICY LIMIT $ 1 000 000DESCRIPTION OF OPERATIONS below OESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, AdOltlonal Remarks Sch<tdule,1f more "P.... 11I ..qulr<td) This certificate is for the renewal of the Oregon Worker's Compensation policy effective 10-1-13. It is in addition to the certificate issued for the 7-1-13 policy for General Liability, Automobile Liability and Excess Liability. CERTIFICATE HOLDER CANCELLATION (541) 388-2719 Deschutes County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Road Department 61150 SE 27th St Bend, OR 97702 AUTHORIZED REPRESENTATIVE Pam Wimmer/LJ ~~c7r'a/~ ACORD 25 (2010/05) C 1988-2010 ACORD CORPORATION. All rights reserved. INS02!1 i?01 on<,l 0, Th.. A~nRn .,,,,m.. ",.,rI I""" "'r.. r ..... i ..t ..r..rI m ..rlt .. "f A~nRn ACORD~ I DATE (MM/DDIYYVY) ~ CERTIFr \TE OF LIABILITY INSV-~NCE 6/21/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PROCUCER ~~~1~CT Pam Wimmer Elliott Powell Baden and Baker Inc. r~~Jo,EXtl: (503)227-1771 I iffc. No': (503) 214-7644 1521 S.W. Salmon Street ~~~~~~,pwimmer@epbb.com INSURER(S) AFFORCING COVERAGE I NAIC# Portland OR 97205-1783 INSURER A :Continental Western Insurance I INSURED INSURER B: r Albina Holdings Inc, DBA: Albina Fuel Co INSURERC: I Albina Holdings Inc. DBA: Albina Asphalt INSURER D: 1 801 Main St. INSU~R.Jl : I Vancouver WA 98660 IN.s'URER F : I COVERAGES CERTIFICATE NUMBER'13-14 Gli ,Al.lto , Om]:) REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN 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 POl-leIES. I-IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE l'iNiA' iMio' POLlCY NUMBER I r:Shlgiv~1 11:~~iv~1 LIMITSLTR GENERAL LIABILITY \:=H OCCURRENCE $ 1,000,000I-~~t:. YUJ<t:NTEurXOMMERCIAl GENERAL LIABILITY 1$ 100,000 A CLAIMS·MADE [i] OCCUR X pPP6000012 7/1/2013 7/1/2014 MED EXP (Anyone person) $ ExcludedlI-t:J WA StoE GaE 1,000,000 PERSONAL & ADV INJURY .$ 1 f 000,0001 ! GENERAL AGGREGATE $ 2,000,000 Iil'L AGGREnE LIMIT APAS PER ! I PRODUCTS -COMPIOP AGG $ 2, 000, 000'1 X POliCY ~WT LOC $ AUTOMOBILE LIABILITY fE~M~~dT~tlSINGLE LIMIT $ 1 000 000 1lie en ~ ANY AUTO BODILY INJURY (Per person) $A ALL OWNED ~SCHEDULED FOl?6000012 7/1/2013 7/1/2014 $ 1X BODilY INJURY (Per aCCident) rx AUTOS . AUTOS HIRED AUTOS RNON-OWNED " rte9:~~Je~NAMAGE $ f.-..-. AUTOS I $ A~UMBRELLA LIAS HOCCUR I . EACH OCCURRENCE $ 10,000,000 EXCESS L1AB CLAIMS·MADE I AGGREGATE ' $ 10,000,000 DED I I RETENTION $ I pU6001946 7/1/2013 7/1/2014 $ WORKERS COMPENSATION I \ T~~T~JI~i:; I IOJ~' AND EMPLOYERS' LIABiliTY YIN N / AI ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E L. EACH ACCIDENT $ . OFFICER/MEMBER EXCLUDED? E.L DISEASE, EA EMPLOYEE $, IMandatory in NH) 1If yes. describe unoe, DESCRIPTION OF OPERATIONS below El DISEASE -POLICY LIMIT $ .IV,· j" \ iJESGHU rt:~ C;(; ....1"\;\1"'1 nJ;:PT DESCRIPTION OF OPERA nONS / LOCATIONS I VEHICLES IAtt.ch ACORD 101, Additio'nalRamarka Schedule, if more 'pace I, required) CL CG 00Re: Sale' Application of Asphalt Prodl.lcts, Additional Insured Endorsements 13 (Ol/12) and CW 34 68 (01/10) are attached. CERTIFICA TE HOLDER CANCELLATION Deschutes County, Its Departments Divisions, Commissions, Branches Officers & Employees 61150 SE 27th St Bend, OR 97702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ~~c7(u./~Pam Wimmer/LJ ACORD 25 (2010105) © 1988·2010 ACORD CORPORATION. All fights reserved. INS025 (201005).01 The ACORD name and 10AO are reQistered marks of ACORD CDP6000012Continental Western Group 1Mia' e Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REAU IT CAREFULLY. GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABIl.ITY COVERAGE PART A. MEDICAL. PAYMENTS If SECTION I ~ COVERAGE C MEOICAl PAY MENTS Is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit provided by thIs poU~. subject to the terms of SECTION 111 .. LIMITS OF INSURANCE, shall be the greater of: a, $10.000; or b. The Medical expense Limit shown in the Oeclarations of thll Coverage Part. B. FlRE. LIGHTNfNG, IXPLOfIONJ. SMOKE AND SPRINKleR LEAKAGi OAMA\i! TO PReM. ISES YOU RENT If dam~g8 to preml,,, rented to you under Cov" erag. A. is not olhoJ'lNlte excluded from this pol. icy. the following applies: 1. The lastpara.sraph of IICTION I -COV ERAGE A.2. IXGf"fJon, II deleted and re placed by the fonowlng: Exclusions c. lhrough n.' do not apply to damage by flre.lIghtnlng,.. ')(l)lo,lon or sprin Ider leakage to prQmlMwhUe rented to )Our or temporarilYOGOul?[od b)' you with permis sion of the owner. A llparatellmlt of Insur ance appli8$ to \hla COVlrY8 as described In SECTION 111-LIMIT. O.I'INSURANCE. 2. Paragragh e. of SeCTION 1ft -UMITS OF INSURANCE 'I dol'ted and replaced by thefollowing: .. 6. Subject to a, above, the greater of: a. $300,000; or b. the. Camage To Premises Rented To You Limit shown '" the Declara tions; Is the most wo will pay undor COVER AGE A for damages because of "prop erty damage' to any one p~mlses, While rented. to you, or temporarly.occupled by you with the permission of the ownor arising out of anyone fire, lightning. ex plosion or sprinkler leakage incident. 3. Paragraph 4.b.(1}(b) Other Insurance of SECTION IV -COMMERCiAl GENERAL LIABILITY CONDITIONS is deleted and re placed by the follOwing: (b) That is Fire, lightning, Explosion or Sprinkler Leakage Insurance for prem ises rented to you or t8mporanly occu pied by you with the permission of the owner; 4. Paragraph 9.a. of SECTION V -DEFINI TIONS is deleted and replaced by fue foUow ing: a. A contract for a lease of premises. However. fuat portion of the contraot for a lease of premises that indemnifies any peraon or organization for damage by fire, lightning. explosion Ol' sprinkler leakage to premises while rented to you or temporarily occupied by you with permisalon of the owner Is not an "in sured contraot·; C. NON-OWNeO WATERCRAFT 1. Paragraph ,,(21 of SeCTION I -COVER· AGE A.2.xot",lona Is deleted and re placed by the following: A watercraft you do not 0'Ml that is: (a) Less than 51 feet long; and (b) Not uled to carry persons or property for a charge. D. SUPPLEMENTARY PAYMENTS SECnON 1-SUPPLEMeNTARY PAYMENTS -COVERAGES A AND B is amended as fol~ lows: 1. The limit of fn8~rance in paragraph 1.b. is increased from $2S0 to $2.000; and 2. The limit of In,url!nce in paragraph 1.d. is increased from $250 to $500. E. AUTOMATIC ADDITIONAL INSURED SPECIFIED RELATIONSHIPS The follOwing 18 added to Paragraph 2. of SEC TION IJ -WHO IS AN INSURED: e. Any person or organization described in paragraph 2.f. below, whom you and such person or organization have agreed In writ Ing In a contract or agreement that such per son or organaation be added as an add~ tional insured on your policy. Such person or organization is an insured provided: CL CG 00 13 07 06 Indudes copyl1ghted mat_rial of Irl$uranoe Services Page 1014 Office, Inc .• with Ita parmlsslon (1) The written or oral contract or agree mentis: (a) Currently in effect or becomes effec.. five during the policy period; and (b) Executed prior to an ·occurrence~ or offense to which tills Insuranoe would apply. (2) They are not specifically named as an additional insured under any other provi sion of, or endorsement added to, this policy. f. Only the follOwing perlons or organizations are addiUonal Insureds under this endorse ment, and coverage provided to such addI tional insureds Is limited as provided herein: (1) The manager or lessor of a premiee leased to you, but only with respect to II abUity arising from the ownership. main tenance or (Jee of t/ult part of the prem. ises leased to }'9U and subject to the fol· lowing additional exclusions; ThiS insurance dotl not apPt' to: (a) Any "occurrence" which takes placo after yOU 0"'8 to be • tenant of that premls ... (b) Structural al\orlUont, new constrvc tIon or dumollUon OR,rations per formed by or on behalf of the man ager or lenDr t (2) Any person or or InlUUon from whom you lease nt bu~ only with ra. spect to Ii "bOd 1Iy. Injury", "prop erty damage· or "perlonel and advertis ing injury" tJaueOd, In whole or In part, by your malntenanoe, operation or use of eqUipment Iialid to Y9U by such per son{s) or organatlon'I). However. ttli. Inturanco do., npt apply to any "occurrence" which taxes place after the equlpm.nt I..,e elCp1r'es. (3) Any person or o[9an~lIon referred \0 below as vendor, but onlY with respect to "bodily in]ury" Or "pr~tiamage" aris. ing out of "your products whiCh are dis. trlbuted or iOtO In the regular oourse of the vendor's business, subject to the fol lowing additional excluslcns: (a) The Insurance afforded the vendor does net apply to: (I) "Bodily injury" or "property dam age-for whCCh ahe vendor Isob ligated to pay damages by rea son of the assumption of liability in a contract or agreement. This exclusion does not apply to li ability for damages that lIie yen· dar would have In the absence of the contract or agreement; {Ii} Any express warranty unauthor ized by you; (UI) Any physical or chemical change in the product made in. tentlonally by the vendor; (Iv) Repaokaging, except when un... Picked solely for the purpose of inspection. demonstration, test ing, or the substitution of parts under instructions from the manufacturer. and then repack aged In the origInal container; (v) AnyfaBure to make such inspec tions, adjustments, tests or ser vicing as the vendor has agreed to make or normally undertakes to make In the usual course of bUSiness. in connection with the distribution or sale of the prod ucts; (vi) Demonstration. installation, serviolng or repair ~peratlons, except such operations per formed at the vendor'S premises In connection with the sale of the product; (vii) Produotl which, after distribution or ele by you, have been la-. baled or relabeled or used as a container, part or ingredient of any othlr thing or substance by or for tho vendor; or (vtli) "BodU)' Injury" or "property dam age" arlsfn out of the sole neg ligence of e vendor for its o~ acw or .slons or those of Its emplo}'OOi or anyone else act Ing on Ita behalf. However, this eXQI.!$lon does not apply to: I. The exceptions contained In Sub-paragraphs {Iv} or (vi); or II. Such inspections, adjust ments, tests Of servioing as the vender has agreed to make or normally under takes to make In the usual course of business, in con~ neotion with the distribution or sate of the products. (b) This Insurance does no' apply to any jnsured person or organization, from whom you have acquired such produots. or any ingredient, part or container, entering into. accompany ing or containing such products. (4) Any stale or political subdivision, subject to the foRowing additional provision: CL CG 00 13 07 06 Indudes copyrighted material of I",~nce Services Page20f4 Office. Inc., with 11$ permlsston This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this In surance applies: (a) -rha e~il$tence, maintenanoe. repair, construction, erection, or removal of advertising .signs. awnings,cano pies. cellar en1rances, coal holes, driveways, manholes, marquees, holst away openings, sidewalk vaults, met banners, or decora tions and similar exposures; or (b) The construction, erection. or re moval of elevators; or (c) The ownership, maintenance. or use of any elevators covered by this In· sura nee. F. BROADENED NAMED INSURED Paragraph 3. of SeCTION II • WHO IS AN IN. SURED is deleted and repl..oecI by the followfng: Any organization, other than a joint venture, Ove' which you maintain ownershIp or majority inter· ast of more Ihan GOo/v wIR be • Named Insured If there Is no other 'Imllir infuranoe available to that organization. Howtvtr: a. Coverage under thl' pr0Yl81on is afforded only until the 180U1 Gav·after you acquire or form the organillUon or the end of the policy period, whlchovoflu oarller. b. COVERAGE A dOH nol IIP'PIy to -bodily in jury" or IJpro~dama.a.~ tli,' occurred be fore you acquhd or fOrmed the organiza tion. e;. COVERAGE 8 dON not apply to "personal and $dverlilit'lg l!'!Juri arillng out of an of fense commi"" bOto", You acquired or formed the or90ntzatlon. G. AGGREGATE LIMIT. OF INSURANCE The General Aggreg'J~_Umit under SECll0N III -LIMITS OF INSURANCe appliea separately to each of you r: 1. Projects away from premises owned by or rented to you. 2. "locations" owneQ by or rented to you. "LocatiOn-means premises involving the same or connecting lots, or premises whose 'connection Is Interrupted only by a street. roadway, waterway or righl-of-way of a ran road. H. KNOWL.EDGE OF OCCURRENCE The following Is added to ,paragraph 2. Duties In The Event Of Occurrence. Offense, Claim Or Suit of SECTION IV -COMMERCIAL GEN .. ERAL LIABILITY CONDITIONS: e. A report or an "occurrence", offense, daim or "suit" to: (1) You, if you are an individual, (2) A partner, if you are a partnership. (3) An executive officer, ;t you are a corporation, or (4) A manager, if you are a limited liability company; is considered knowledge and requires you to notify us of the "occurrence". offense, claim. or "suit" as soon 8S practicable. f. We are considered on notice of an ·occurrence", offense, claim or ·suit-that is reported to your Workers' Compensation insurer for an event which later develops into an "occurrence-. offense, claim or ·suit· for which there is coverage under this poncy. However, we will only be considered on notice if you notify us as soon as you know the claim should be addressed by this policy rather than YOl,Jr Workers' Compensation policy. l. UNINTENTIONAL OMISSIONS The following" added to paragraph 6. Repre sentationS of SECTION IV • COMMERCIAL GENERAL L1AB1L.1TY CONDITIONS: d. If you unintentIonally faH to dIsclose any ex posures existing at the inception date of your policy, we will not deny coverage under this Coverage Part lolely because of such failure to diedoffe. However, this proviSion does not affect our right to coHect additional pre mium or exorcise our right of cancellatlon or non~renewal. Thls provl$lon does not apply to any known Injury or damage which Is excluded under any other provielon of this policy. J. MENTAL ANGUISH Paragraph 3. of SECTION V -DEFINITIONS is deleted and replaced by the following: 3. "BodUy Injury" means bodDy injury, sickness or disease sustained by a person, induding mental anguish or death resulting from any ofthese at anytime, K. WAIVER OF TRANSFER OF RIGHTS OF RE· COVERY AGAINST OTHERS Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of SECTION IV -COM· MERCIAI.. GENERAL LlABlL.1TY CONDmONS is amended by the addition of the following: We waive any right of recovery we may have be cause of payments we make for injury or dam age. arising out of your ongoing operations or "your work-done under a contract requiring such waiver with that person or organization and in cluded In the "products-completed operations hazard", CL CG 00 13 07 06 Includes e»pyIightod material or Insurance Services Page30f4 omc..lnG.. wilh Its permission However, our rl~hts may only be waived prior to the Aoccurrence giving rise to the injury or dam age for which we make payment under this Cov.. erage Part. The insured musl do nothing after 8 loss to impair our rights. At our request. tho In· lured will bring "sulr or transfer those rights to us and help us enforce those rights. L.OTHERINSURANCE If this policy includes a Coverage Form or an Endorsement whlc;h provides coverage for loss or damage covered by one or more?, the Ex tensions of this endorsement, the limit and the coverage provided by this endorsement are de. lateel and replaced by the limit and coverage provided by that Coverage Form or Endorse ment CL CO 00 13 07 06 Indudes <:opyrlghled m~lotIal of Insurance Services Page4of4 Office. Ine•• wUh III pannlsslon CDP6000012 THIS ENDORSEMENT CHANGES THE POL-ICY. PLEASE READ IT CAREFULLY COMMERCIAL AUTOMOBILE EXPANSION ENDORSEMENT c PLATINUM This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following provides a broad range of coverage In addition to that provided by the basic policy. In some instances, a higher limit or broader coverage is available. Should the policy indicate broader coverage or higher limits than provided by thl$ endorsement, the higher limits or broader coverage shall apply. A. BROADENED NAMED INSURED The Named Insured shown in the Declarations is amended to include: Any organization, other than,a joint venture, over which you maintain ownership or majority inter· est of more than 50%, unless that organi~atlon is an "insured" under any other automobile pol. icy or would be an ~Insuredu under such a policy but for the exhaustion of Its Limit of Insurance. however; 1. Coverage undar 1hh~ provision is afforded only until the 180th day after you acquire or form the organilation or the end of the policy period, whichever Ie earlier. 2. Coverage does not apply to «bodily injury" or -property damage· that occurred before you acquired or formed the organization. B. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT The following is adaed to Section II -Liability Coverage, Paragraph A.1.: d. Any person or organization for whom you are performing operations if you and such person or organization have agreed in writ ing in a contract or agreement that such person or organization be added as an addi tional insured on your policy. (1) Such person or organization is an add itional insured only with respect to liability for -bodily injury" or ·prop erty damage": (a) Caused by an "accident", and (b) Resulting from the ownership, maintenance or use of a cov ered "auto". (2) A person's or organization'S status as an additional insured exists only While you are perfotmlng operations for that additional insured. (3) Section II, Paragraph C. Limits of Insurance for person or organization added as additional insured are those specified in the written con tract or agreement. or in this cover age form, whichever is less. These limits of insurance are inclusive of and are not in addition to the Limits of Insurance shown in the Declara tions. (4) This insurance applies on a primary and non-contributory basis if that is required by the written contract or agreement (5) This Insurance does not apply unless the written contract or agreement has been executed prior to the "bodily injury" or "property damage", C. ADDITIONAL INSURED· EMPLOYEES The following Is aoded to the Section II -Liability Coverage, Paragraph A.1. Who Is An Insured Provision: Any "employee" of yours is an "Insured" while us ing a covered "auto H you don't own. hire or borrow In your business or your personal affairs. D. EXTENDED COVERAGE -BAIL BONDS Section II -Liability Coverage, Paragraph A.2.a.(2). is deleted and replaced by 1he follow ing: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. E. EXTENDED COVERAGE -LOSS OF EARN ING Section II -Liability Coverage, Paragraph A.2.a.(4) is deleted and replaced by the follow ing: (4) All reasonable expenses incurred by the Mlnsured" at our request. includ ing actual loss of earning up to $500 a day because of time off from work. CW34680110 Includes Copyrighted material of Insurance Services Page 1 ot'5 Office. Inc" with Its permission F. FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion oontained in Section II -Liability Coverage does not apply. This ooverage is excess over any other collect able insurance. G. AUTO MEDICAL PAYMENTS COVERAGE • INCREASED LIMIT If the "insured" is wearing a seat belt at the time an Haccident" occurs. the LIMIT OF INSUR ANCE for AUTOMOBILE MEDICAL PAYMENTS COVERAGE shown in the Declarations will be double the limit shown. All other terms and con ditionsapplicable to MEDICAL PAYMENTS re main unchanged. H. COVERAGE EXTENSION AS A CONSE QUENCE OF THEFT OF AN "AUTO" 1. Transportation Expense Section III -Physical Damage Coverage, Paragraph A.4.a. is deleted and replaced by the following: a. We will also pay up to $75 per day to a maximum of $2,500 for temporary transportation expense Incurred by you because of the total theft of a covered "auto" of the ·private passenger type". We will pay only for those covered Hautos" for which you carry either Com . prehensive or Spet;jfied Causes of Loss Coverage, We will pay for temporary transportation expenties incurred during the period beginning 48 hours after the theft and ending, regardless of the pol icy's expiration, when the covered "auto" is returned to use or we pay for its "loss". We will also Pi:lY reasonable and neces sary expenses to facilitate the return of the stolen ~a\.lto" to you. I. EXTENDED COVI;RAGI; • AIRBAGS Section III -Physical Damage Coverage, Para graph B.3.a. does not apply to the unintended discharge of an airbag. Coverage is excess over any other colledible insurance or warranty specifically designed to provide coverage. J. LEASED OR FINANCED "AUTOS" • PHYSI· CAL DAMAGE COVERAGE The following is added to Section III -Physical Damage Coverage, Paragraph C. 4. In the event of a total "loss' to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. The amount under the Physical Damage Coverage section of the policy; and b. Any; (1) Overdue lease/loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Acci dent or Disability Insurance pur chased with the loan or lease: and (5) Carry-over balances from previous loans or leases. K. GLASS DEDUCTIBLE Section III Physical Damage Coverage, Para graph D. is deleted and replaced by the follow ing: D. DEDUCTIBLE For each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the appli cable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to: 1. "Loss" caused by fire or lightning; or 2. "Loss" when you elect to patch or repair glass rather than replace. L. EXTENDED' COVERAGE -ELECTRONIC EQUIPMENT The following is added to Section III -Physical Damage Coverage, Paragraph A.4.: c. Physical Damage Coverage on a cov ered "auto" also applies to "loss· to any electronic equipment that receives or transmits audio, visual or data signals and that Is not designed solely for the reproduction of sound. This coverage applies only if the equipment is perma nently installed in the oovered Uauto" at the time of "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss·, and such equipment is deSigned to be solely op erated by use of the power from the "auto's" electrical system, in or upon the covered "auto". We will pay with respects to a covered "auto" for "loss· to antennas and other accessories necessary for use of the electronic equipment. However, this does not include tapes, records or discs. M. EXTENDED COVERAGE • PERSONAL EF· FECTS The following is added to Section III -Physical Damage Coverage, Paragraph A.4.: d. Physical Damage Coverage on a cov ered ~auto" may be extended to ~Ioss" to your personal property or, jf you are an individual, the personal property of a family member. that is in the covered Hauto" at the time of "loss". The most we will pay for anyone "loss· under this ooverage extension is $500. CW 34 68 0110 Includes Copyrighted matetial of Insurance Services Page 2 of5 Ofnce. Inc., With Its permission N. TOWING AND LABOR COVERAGE Section III -Physical Damage Coverage, Para graph A.2. is deleted and replaced by the follow ing: If a private passenger type "auto" or light truck "auto" (0-10,000 Lbs. GVW) is provided both Comprehensive and Collision Coverage, we will pay up to $100 for towing and labor costs in curred each time such "auto" is disabled. How ever, the labor must be performed at the place of disablement. O. EXTENDED COVERAGE -CUSTOMIZED FLIRNISHINGS The following is added to Section III -Physical Damage Coverage, Paragraph A.4.: e. Physical Damage Coverage on a cov ered "auto" may be extended to "loss" to custom furnishings including, but not limited to special carpeting and insula tion, height-extending roofs, and custom murals, paintings or other decals or graphics. Our limit of liability for loss to custom furnishings shall be the least of: (1) Actual cash value of the stolen or damaged property; (2) Amount neQessary to repair or re place the property: or (3) $500. This coverage extension does not apply to electronic equipment. P. PHYSICAL DAMAGE COVERAGE -HIRED "AUTOS" You may extend the Comprehensive, Specified Causes of Loss and Collision coverages pro vided on your owned "autos" to any "auto" you lease, rent, hire or borrow from someone other than your employees or partners or members of their households subject to the following: 1. The most we will pay in anyone "loss" is the least of $50,000, the actual cash value of the "auto" or the cost to repair Of replace the "auto", except that such amount will be re duced by a deductible to be determined as follows: a. The deductible shall be equal to the amount of the highest deductible shown for any owned "auto" of the same classi· fication for that coverage. In the event there is no owned "auto" of the same classification, the highest deductible for any owned "auto" will apply for that cov erage. b. No deductible will apply to "loss" caused by fire or lightning. 2. Coverage provided under this extension will: a. Be excess over any other collectible insurance; b. Pay, in addition to the limit set forth in P.1. above, up to $500 per day, not to exceed $3,500 per "loss" for: (1) Any costs or fees associated with the "loss" to a hired "auto"; and (2) Loss of use, provided it is the con sequence of an "accident" for which you are legally liable, and as a result of which a monetary loss is sus tained by the leasing or rental con cern. Q. RENTAL REIMBURSEMENT COVERAGE We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" be cause of "loss" to a covered "auto". 1. Payment applies in addition to the otherwise applicable amount of each coverage you have on the covered "auto". . 2. No deductible applies to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the expiration date of the policy, with the lesser of the following: a. When the covered "auto" has been re paired or replaced, or b. When the total amount paid under this coverage extension reaches $2,500. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses in curred. b. Not more than $75 per day. 5. We will pay up to an additional $300 for t~e reasonable and necessary expenses you in cur to remove your materials and equipment from the covered "auto" and replace such materials and equipment on the rental "auto". 6. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 7. If "loss" results from the total theft of a cov ered "auto" of the "private passenger type", we will pay under this coverage only that amount of your rental reimbursement ex penses which is not already provided for un der the PhYSical Damage Coverage Exten sion. R. DRIVE OTHER CAR COVERAGE 1. Changes In Liability Coverage a. Any "auto· you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by: (1) You, if you are designated in the Declarations as an individual; CW34680110 Includes Copyrighted material of Insurance Services Page 3 of5 Office. Inc., with Its permission (2) Your partners or members, if you are designated in the Declarations as a partnership or joint venture; (3) Your members or managers, if you are designated in the Declarations as a limited liability company; (4) Your "executive officers", if you are designed In the Declarations as an organization other than an individ ual, partnership, joint venture or lim ited liability company: and (5) The spouse of any person named in R.1.a.1. through R.1.a.(4) while a resident of the same household. except: (a) Any "auto· owned by that individ· ual or by any member of his or her household. (b) Any "auto· used by that individual or his or her spouse while working in a lJuslnees of seiling, servicing, repairing or parking "autos". 2. Changes In ""to Medical Payments And Uninsured And Underlnlured Motorist. Coverages The following is added to Who Is An Insured: Any individual nam~d In R.1.a and his or her "family members" pre ·'nsured" while "occupy ing" or while a pedestrian when being struck by any "auto· you don't own except: Any "auto" owned by that individual or by any "family membe ..... 3. Changes In PhYIlcal I).mage Coverage Any private passenger type "auto" you don't own, hire or borrow Is a covered "auto" while in the care, custody or control of any individual named in R.1.a or his or her spouse while a resident of the same hOlJsehold except: a. Any "auto" owned by that individual or by any member of his or her household. b. Any "auto' used by that individual or his or her spouse while working In a business of selling, servicing, repairing or parking "autos«. 4. The most we will pay for the total of all dam ages under LIABILITY COVERAGE, AUTO MEDICAL PAYMENTS, UNINSURED MO. TORISTS COVERAGE and UNDERIN SURED MOTORISTS COVERAGE is the LIMIT OF INSURANCE shown in the Decla rations as applicable to owned "autos", 5. Our obligation to pay for, repair, return or replace damaged or stolen property under PHYSICAL DAMAGE COVERAGE, will be reduced by a deductible equal to the amount of the largest deductible shown for any owned private passenger type "auto" appli cable to that coverage. If there are no owned private passenger type "autos", the deductible shall be $50 for Comprehensive Coverage and $100 for Collision Coverage. No deductible will apply to "loss" caused by fire or lightning. E. Additional Definition As used in this section; R. DRIVE OTHER CAR COVERAGE: "Famity member" means a person related to the individual named in R.1.a by blood, mar riage or adoption who is a resident of the indi vidual's household, Including a ward or foster child. S. KNOWLEDGE OF OCCURRENCE The following is added to Section IV -Business Auto Conditions, Paragraph A.2.: d. Notice of an "accident" or "loss' will be considered knowledge of yours only if reported to you, if you are an individual, a partner, an executive officer or an em ployee designated by you to give us such notice. e. Notice of an "accident" or "loss· to your Workers Compensation insurer, for an event which later develops into a claim for which there is coverage under this policy, shall be considered notice to us, but only if we are notified as soon as you know that the claim should be ad dressed by this pOlicy, rather than your Workers Compensation policy. f. Your rights under this policy shall not be prejudiced If you fail to give us notice of an "accident" or "'oss~, solely due to your reasonable and documented belief that the event is not covered by thiS pol icy. The following is added to Section IV -Busi ness Auto Conditions, Paragraph 2.b.: (6) Knowledge of the receipt of docu ments concerni a claim or "suit" will be cons' knowledge of yours only if receipt of such docu ments is known to you, if you are an individual, a partner, an executive officer or an employee designated by you to forward such documents to us. T. WAIVER OF SUBROGATION BY CONTRACT OR AGREEMENT The following is added to Section IV -Business Auto Conditions, Paragraph A.S.: We waive any right of recovery we may have against any "insured" provided coverage under this endorsement under B., ADDITIONAL IN SURED BY CONTRACT OR AGREEMENT, but only as respects "'oss" arising out of the opera tion, maintenance or use of a covered "auto· pursuant to the provisions or conditions of the written contract or agreement. CW 34680110 Includes Copynghted matarlal of Insurance Services Page 4 of 5 Office, Inc., with Its permission U. UNINTENTIONAL OMISSIONS V LlBERALIZA'llvN The following is added Section IV -Business Auto Conditions, Paragraph B.2.: We will not deny coverage under this policy if you fail to disclose all hazards exis1ing as of the inception date of the policy, provided such fail ure is not intentiona I. If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the addi1ional cover age to all endorsement holders as of the day the revision is effective in your state. CW34680110 Includes Copyrighted material of Insurance Services Page 50f5 Offtce, Inc., with lis permission The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that: A. The undersigned is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract and to execute this Contract on behalf of Contractor; B. The undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the undersigned's knowledge, not in violation of any Oregon Tax laws. For purposes of this certification, "Oregon Tax laws" means a State tax imposed by ORS 401.792 to 401.816 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 320 (Amusement Device and Transient lodging Taxes), 321 (Timber and Forestland Tax), 323 (Cigarettes and Tobacco Products Tax), and the elderly rental assistance program under ORS 310.630 to 310.706; and any local taxes administered by the Department of Revenue under ORS 305.620. C. To the best of the undersigned's knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts. D. Contractor and Contractor's employees and agents are not included on the list titled "Specially Designated Nationals and Blocked Persons" maintained by the Office of Foreign Assets Control of the United County's Department of the Treasury and currently found at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf; E. Contractor's Federal Employee Identification Number or Social Security Number specified below is correct; F. Contractor is bound by and will comply with all requirements, terms and conditions contained in this Contract and will provide Goods and Services in accordance with the Specifications; and G. Contractor _ is I .x.. is not a nonresident alien as defined in 26 USC § 7701(b)(1) (check one). See Section 4.A.ii. Contractor (print Contractor' Authorized Signature: __~..f...J~"-~~~~~~_____________ By (print name): (\1 Title: s.~ (V1"e.,.. Date: Jb 4 J I '-f FEIN ID#orSSN#(required): q 3-QLJ. bla5'LO Contractor's Contact Person (Type or Print): :;: p. *il J-Iv m A-0 Contact Telephone Number: ( 3 It) )---.,;~~I&s:;..-~'Q~5~&/J.-,;;lb=:..-_________ Page 16 of20 SUPPLY AND DELIVERY OF AC-15PLlQUID ASPHALT 2014· CONTRACT # 2014-057 Contact Fax Number: (31;,0 ) -=)1,-",/...al,I<--_f-=--5,",""'I=~1=..L-___________ Contact E-Mail Address:dq.v e" ";t.., LL fV1 (;L.,.) @ h lA3,J AJA I eD,.., Mailing Address: <i'Ol fOttl,) Sr, f VA-,.:)<!.Q v veR::., tVA Gf1 /q ~() 8. SIGNATURE OF COUNTY'S AUTHORIZED REPRESENTATIVE. Agency accepts Contractor's offer and awards this Contract to Contractor for Goods and Services described in this Contract. Deschutes County, Oregon, acting by and through its Board of County Commissioners IN WITNESS WHEREOF, DESCHUTES COUNTY has caused this agreement to be signed in its name, by its Board of County Commissioners, duly attested by its Recording Secretary; and the said Contractor has caused this Agreement to be signed and sealed the same as of the day of , 2014. BOARD OF COUNTY COMMISSIONERS OF DESCHUTES, COUNTY, OREGON TAMMY BANEY, CHAIR ArrEST: ANTHONY DeBONE, VICE CHAIR Recording Secretary ALAN UNGER, COMMISSIONER Authorized Signature: -~Cd-~--'--;:~--=--"'-::---------------- By (print name):....;C;!<!H..:.:,R-""S,.,.D:::.O....TY"-!-___________________ Title: ROAD DEPARTMENT DIRECTOR Dat., O)ll~JI' Agency's Contact Person (Type or Print): ---'T:...::O....Mo.:..=.SH'-"A~M~B;::.:ER"'-'G::;..:E=R'____________ Contact Telephone Number: (541)--'3.:.::2~2'_'-7:...:1~2:!!.0________________ Fax Number: (541)--'3::..;:8=8;;..,:-2=7..,:1:.;.9____________________ E-Mail Address: tom.shamberger@deschutes.org Agency Mailing Address: 61150 SE 27th Street, Bend, OR 97702 Page 17 of20 SUPPLY AND DELIVERY OF AC-1SP LIQUID ASPHALT 2014-CONTRACT # 2014-057 APPENDIX "A" 2014 SPECIAL PROVISIONS WORK TO BE DONE: The work required under this contract is to supply and deliver approximately 2600 Tons of AC-1SP Liquid Asphalt to Deschutes County to be used in chip seal projects distributed to various locations throughout Deschutes County, within 50 air miles of the Deschutes County Road Department. MATERIAL SPCIFICATIONS: PROPERTY TEST PROCEDURE MINIMUM MAXIMUM Absolute Viscosity @ 140" F, poise ODOTTM430 1500 Kinematic Viscosity @ 275" F, cst AASHTOT201 2000 Penetration @ 77" F, 100g, Ssec., dmm AASHTOT49 100 150 Elastic Recovery % ODOTTM429 55 Cleveland Open Cup Flash Point (CO) AASHTOT48 260 DELIVERY A~D DELIVERY TEMPEBATURE: Liquid Asphalt will be made available to the County from May 26, 2014 through September 12, 2014 as scheduled by the County. It is the intention of the County to have received all materials under this contract before September 12, 2014. Liquid AC-1SP Asphalt delivered to the specified area shall be above a minimum of 330" F. Loads that do not meet the minimum temperature requirement will be rejected at contractor's expense. ACCEPTANCE TESTING: A. Deschutes County will conduct acceptance sampling testing to determine material compliance with specifications. Deschutes County will randomly sample liquid asphalt delivered to the project in accordance with the following procedure: Two, one-quart, samples will be obtained daily. One sample may be subject to testing, the second sample will be retained as a back-up sample. From daily samples, two per week may be tested for compliance to specifications at an independent testing laboratory chosen by the County. Asphalt will be tested in accordance to the test procedures shown in the tables above under MATERIAL SPECIFICATIONS B. It is anticipated that test results will not be available until a minimum of 4 days after testing. C. Test results will be provided to the contractor. Page 18 of 20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 FAILING TEST RESULTS: Should failing test results be reported to Deschutes County from its independent testing laboratory, the following procedure will be occur: 1) Deschutes County will solely make the determination when it is in the best interest of the County to terminate the delivery of materials or terminate the work. 2) The back-up sample from the date of the failing sample will be submitted for testing. 3) The daily sample obtained from the day before and the day following the date of the failing test will be submitted for testing. 4) The back-up test results will be used to verify the accuracy of the initial test result. If the back-up test is within specification, it will be used in lieu of the original test result. 5) If applicable, test results from the day before and the day after the reported failed test result will be used to document the quantity of out of specification product that has been delivered. PAYMENT: Payment will be made at the contract unit price only for asphalt materials that are in compliance with the specifications, based on the actual quantity of materials furnished. There will be no compensation for materials furnished that are not in compliance with the applicable material specifications. I I Page 19 of20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057 APPENDIX uB" 2014 \ AUTHORIZATION FOR ADDITIONAL ORDERS It is intended that this contract be available to other public agencies in the region in accordance with the requirements of ORS 279A.21S(g). Deschutes County hereby concurs with such usage of this contract. Bidder shall specify below whether it will accept purchase orders for this product from other public agencies within Deschutes County, neighboring Counties, and Polk County at the same price, allowing only for changes in price due to changes in specifications. CONTRACT AUTHORIZATION FOR OREGON STATE AGENCIES AND/OR POLITICAL SUBDIVISIONS Yes 't No__Signature,_---.:a""""~~++-- Price $ (0"'8 '3 .-per ton at: --::..........;~--..~~'-1--=-bO Oregon State Agencies and/or Political Subdivisions within and adjacent to Deschutes County, and Polk County are hereby authorized to use the quoted price received on this request to purchase materials at the same price structure as described above in accordance with ORS 279A.21S(g). Freight rates for product delivery to additional agency's may be negotiated separately from this contract. Freight based on place and time of delivery. SIGNATURE OF DATE :3 /10/''f Page 20 of20 SUPPLY AND DELIVERY OF AC-15P LIQUID ASPHALT 2014-CONTRACT # 2014-057