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HomeMy WebLinkAboutC-8046-1 - Purchase Agreement for One (1) New 2017 Rockland MFG Beach KingPURCHASE AGREEMENT FOR ONE (1) NEW 2017 ROCKLAND MFG BEACH KING FROM RDO CONSTRUCTION EQUIPMENT CO. This Purchase Agreement ("Agreement") is entered into as of this 22nd day of May, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RDO CONSTRUCTION EQUIPMENT CO., a North Dakota corporation ("Vendor'), whose principal place of business is 83-300 Avenue 45, Indio, California 92201. RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City requires one (1) 2017 Rockland MFG Beach King ("Equipment") and the purpose of this Agreement is to purchase such Equipment. C. Vendor has carefully reviewed and evaluated the specifications set forth by the City for the Equipment and has committed to deliver the Equipment required for the price specified in this Agreement within three hundred sixty (360) calendar days commencing upon execution of this Agreement. G. City has received a proposal from Vendor's agent, has evaluated the expertise of Vendor, and desires to submit an order for the Equipment under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants, and other terms and conditions as set forth herein, Vendor and City (each a "Party" and together the "Parties") agree as follows: TERM The Term of this Agreement shall commence on the Effective Date and shall terminate on May 17, 2019 unless terminated earlier as set forth herein. 2. COMPENSATION 2.1 City shall choose the purchase price as more fully described in the Specification and Pricing Proposal attached hereto as Exhibit B and incorporated herein by reference. The purchase price for Equipment, including all sales taxes, shall not exceed One Hundred Forty Eight Thousand Six Hundred Ninety Five Dollars and 00/100 ($148,695.00) ("Purchase Price"). 3. ADMINISTRATION This Agreement will be administered by the City's Municipal Operations Department. The Fleet/Facilities Manager, or designee, shall be the Purchase Administrator and shall have the authority to act for City under this Agreement. The Purchase Administrator or designee shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 4. DELIVERY 4.1 Delivery to City of the Equipment shall be made within three hundred sixty (360) calendar days from the execution of the Agreement. 4.2 Delivery shall be made to the City's Corporate Yard at 592 Superior Avenue, Newport Beach, California 92663, or such other location as may be designated by City in writing. Time of delivery is of the essence in this Agreement. City reserves the right to refuse the Equipment, or part thereof, and to cancel all or any part of the Equipment not conforming to applicable specifications, samples or descriptions. City shall receive a pro - rata refund for the Equipment, or part thereof, cancelled under this Agreement, within thirty (30) calendar days of City's cancellation. Acceptance of any part of the order for Equipment shall not bind City to accept future shipments nor deprive City of the right to return Equipment already accepted at Vendor's expense. Over shipments and under shipments of Equipment shall be only as agreed to in writing by City. Delivery shall not be deemed to be complete until all Equipment have actually been received and accepted in writing by the City. 4.3 Vendor shall submit all requests for extensions of time for delivery in writing to the City Purchase Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Purchase Administrator shall review all such requests and may, at his/her sole discretion, grant reasonable time extensions for unforeseeable delays that are beyond Vendor's control. 4.4 LIQUIDATED DAMAGES. The Parties agree that it is extremely difficult and impractical to determine and fix the actual damages that City will sustain should the Vendor fail to complete the delivery as called for in this Agreement. Should Vendor fail to complete the delivery as called for in this Agreement, Vendor agrees to the deduction of liquidated damages in the sum of One Hundred Dollars and 00/100 ($100.00) per day, for every day beyond the date scheduled for delivery provided in Section 4.1. Execution of this Agreement shall constitute agreement by the City and Vendor that the sum of One Hundred Dollars and 00/100 ($100.00) per day, is the minimum value of costs and actual damages caused by the failure of Vendor to deliver the Equipment within the allotted time. All liquidated damages shall be paid within ten (10) calendar days of City's written request for payment. Such sum is liquidated damages and shall not be construed as a penalty, and may be deducted from payments due the Vendor, or recovered from Vendor, as applicable, if such delay occurs. RDO Construction Equipment Co. Page 2 5. ACCEPTANCE/PAYMENT Unless otherwise agreed to in writing by City, acceptance of the Equipment shall not be deemed complete unless in writing and until all the Equipment, including each part thereof, has actually been received, inspected, and tested to the satisfaction of City. Once acceptance of the Equipment is complete, City shall pay Vendor within thirty (30) calendar days thereafter. 6. NOTICES 6.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. 6.2 All notices, demands, requests or approvals from Vendor to City shall be addressed to City at: Attn: Fleet/Facilites Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3059 Fax: 949-650-0747 Email: Kbrodowski@newportbeachca.gov 6.3 All notices, demands, requests or approvals from City to Vendor shall be addressed to Vendor at: Attn:John Robey RDO Construction Equipment Co. 83-300 Avenue 45 Indio, CA 92201 ENTIRE AGREEMENT This Agreement contains the entire Agreement between the Parties with respect to all matters herein, and there are no restrictions, promises, warranties, or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on City unless authorized by City in writing. Electronic acceptance of any additional terms, conditions or supplemental agreements by any City employee or agent, shall not be valid or binding on City unless accepted in writing by the Purchase Administrator. The terms of this Agreement shall supersede any inconsistencies between this Agreement and the Exhibits hereto. RDO Construction Equipment Co. Page 3 8. WARRANTY 8.1 Vendor expressly warrants that the Equipment covered by this Agreement is: 1) free of liens or encumbrances; 2) of merchantable quality and good for the ordinary purposes for which it is used; and 3) fit for the particular purpose for which it is intended. Acceptance of this Agreement shall constitute an agreement upon Vendor's part to indemnify, defend and hold City and its indemnities as identified in Section 15 below, and as more fully described in Section 15, harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by City by reason of the failure of the Equipment to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. 8.2 Vendor and manufacturer's warranties and certifications are attached hereto as Exhibit C, and incorporated in full by this reference. The Warranty Period shall commence on the date the Equipment is accepted by the City. All warranty repair work shall be conducted by a Vendor -certified dealer/agent in the Southern California region. To the extent there are any inconsistencies between Exhibit C and the terms of Section 8.1 to 8.4, the terms of Section 8.1 to 8.4 shall control. 8.3 As of the Effective Date of this Agreement the Vendor -certified dealer/ agent for purposes of all repairs and warranty work is: Rockland Manufacturing Company. 8.4 In the event that Vendor designates a different certified dealer/agent for the Southern California region, Vendor shall provide City with written notice of such change within ten (10) days of the change. 9. ASSIGNMENT OR SUBCONTRACTING The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Agreement nor any portion thereof may be assigned or subcontracted by Vendor without the express written consent of City. Any attempt by Vendor to assign or subcontract the performance or any portion thereof of this Agreement without the express written consent of City shall be invalid and shall constitute a breach of this Agreement. 10. TERMINATION 10.1 In the event that either Party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that Party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days after receipt of written notice of default specifying the nature of such default and the steps necessary to cure such default, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting Party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, or thereafter fails to diligently take steps to cure the default, the RDO Construction Equipment Co. Page 4 non -defaulting Party may terminate the Agreement forthwith by giving to the defaulting Party written notice thereof. City shall be refunded all money for Equipment not delivered and accepted by City at time of termination within thirty (30) calendar days. Cause for default shall further be defined as any breach of this Agreement, any misrepresentation or fraud on the part of the Vendor and/or filing of any petition in U.S. Bankruptcy Court or entering of Bankruptcy by Vendor. 10.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion without cause, of terminating this Agreement at any time by giving seven (7) calendar days priorwritten notice to Vendor. In the event of termination under this Section, City shall pay Vendor for services satisfactorily performed and costs incurred up to the effective date of termination for which Vendor has not been previously paid. City shall be refunded all money for Equipment not delivered and accepted by City at time of termination within thirty (30) calendar days. On the effective date of termination, Vendor shall deliver to City all equipment, reports, documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 11. CONSENT TO BREACH NOT WAIVER No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented to such breach. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. 12. REMEDIES NOT EXCLUSIVE The remedies for breach set forth in this Agreement are cumulative as to one (1) another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Agreement does not preclude resort by either Party to any other remedies provided by law. 13. PERFORMANCE 14.1 Vendor shall perform all work under this Agreement, taking necessary steps and precautions to perform the work to City's satisfaction. Vendor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other Equipment or services furnished by the Vendor under this Agreement. Vendor shall perform all work diligently, carefully, and in a good and workman -like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of City required in its governmental capacity, in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. 14.2 Reserved. 14.3. Reserved. RDO Construction Equipment Co. Page 5 14. INDEMNIFICATION 14.1 To the fullest extent permitted by law, Vendor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials (including the negligent and/or willful acts, errors and/or omissions of Vendor, its principals, officers, agents, employees, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 14.2 Notwithstanding the foregoing, nothing herein shall be construed to require Vendor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Vendor. 15. CHARGES AND LIENS Vendor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Vendor shall not permit any lien or charge to attach to the Equipment, but if any does so attach, Vendor shall promptly procure its release and, in accordance with the requirements of Section 15 above, indemnify, defend, and hold City harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. 16. INSURANCE Without limiting Vendor's indemnification of City, and prior to commencement of work, Vendor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit D, and incorporated herein by reference. 17. CHANGE OF OWNERSHIP Vendor agrees that if there is a change or transfer in ownership of Vendor's business prior to completion of this Agreement, the new owners shall be required under terms of sale or other transfer to assume Vendor's duties and obligations contained in this Agreement and complete them to the satisfaction of City. RDO Construction Equipment Co. Page 6 18. FORCE MAJEURE Vendor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Agreement caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided that Vendor gives written notice of the cause of the delay to City within forty-eight (48) hours of the start of the delay and Vendor avails itself of any available remedies. 19. CONFIDENTIALITY Vendor agrees to maintain the confidentiality of all City and City -related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Agreement. All such records and information shall be considered confidential and kept confidential by Vendor and Vendor's staff, agents, employees and subcontractors. 20. FREIGHT (F.O.B. DESTINATION) The Total Compensation includes shipment and delivery of Equipment to designated City location. Vendor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 21. TERMS AND CONDITIONS Vendor acknowledges that it has read and agrees to all terms and conditions included in this Agreement. 22. SIGNATORIES AUTHORITY Each person executing this Agreement expressly warrants that he or she is authorized to do so on behalf of the entity for which he or she is executing this Agreement. The City and Vendor represent and warrant that this Agreement is executed voluntarily, with full knowledge of its significance. 23. STANDARD PROVISIONS 23.1 Recitals. City and Vendor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 23.2 Compliance with all Laws. Vendor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 23.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and Agreements of whatsoever kind or nature are merged herein. No verbal contract or implied covenant shall be held to vary the provisions herein. RDO Construction Equipment Co. Page 7 23.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits attached hereto, the terms of this Agreement shall govern. 23.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Vendor and City and approved as to form by the City Attorney. 23.6 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. The California Commercial Code shall be the controlling law for the terms of this Agreement. 23.7 Equal Opportunity Employment. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 23.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 23.9 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 23.10 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing Party shall not be entitled to attorneys' fees. 23.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] RDO Construction Equipment Co. Page 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Harp PAW S•1•19 City Attorney ATTEST: Date: .13 g By: O Leilani I. Brown City Clerk Attachments: Exhibit A: Exhibit B: Exhibit C: Exhibit D: CITY OF NEWPORT BEACH, a California municipal corporation and charter city Date: Mdrshall "Duffy" Duffield Mayor CONTRACTOR: RDO CONSTRUCTION EQUIPMENT CO., a North Dakota corporation Date: Signed in Counterpart By: Keith B. Kreps Executive Vice President Date: L� Signed in Counterpart Steven B. Dewald Chief Financial Officer [END OF SIGNATURES] Specification Proposal Pricing Proposal Warranty Insurance Requirements RDO Construction Equipment Co. Page 9 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: S/$16 By: 9`�f Aaron C. Harp Kupi 5.7• is City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation and charter city By: Marshall "Duffy" Duffield Mayor CONTRACTOR: RDO CONSTRUCTION EQUIPMENT CO., a North Dakota corporation Date: By: Keith B. Kreps Executive Vice President Date: By — — Steveh B. bewald Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A: Specification Proposal Exhibit B: Pricing Proposal Exhibit C: Warranty Exhibit D: Insurance Requirements RDO Construction Equipment Co. Page 9 EXHIBIT A SPECIFICATION PROPOSAL RDO Construction Equipment Co. Page A-1 PICK UP BOTTLE CAPS, SEAWEED, AND CIGARETTE BUTTS IN A SINGLE PASS The Rockland Beach King° established Rockland as the world leader in beach cleaning technology. For over 30 years, the world has used Beach Kings from Florida to California and Canada to New Zealand. REASONS THE BEACH KING° RULES HYDRAULIC DRIVE SYSTEM The Beach King feature a PTO driven, machine mounted, hydraulic drive system. Both belt and feed reel speed are controlled from the operator's seat so that speeds may be changed as sand condintions dictate. Both drive systems are designed for years of dependable service. POWER FEED REEL The floating power feed reel delivers a smooth continuous flow of sand and trash to the conveyor belt for maximum productivity and total cleaning. Feed reel operating height is adjustable to suit different applications, such as picking up seaweed, storm cleanup, or deep cleaning. CONVEYOR BELT The alloy steel belt separates sand and trash. Clean sand is left behind on the beach while trash is carried to the bucket. The belt is driven by a tough, variable speed, hydraulic motor. The variable speed, hydrualic belt drive system guarantees that the operator can perfectly match belt speed to sand conditions. el. ewruvo �. I BELT BRUSHES Three rugged poly brushes swing into position to help clean damp sand. They easily swing out of the way for collecting seaweed. RUGGED FRAME The Beach KingO is built to construction machinery standards for years of dependable, trouble free service. Built from high strength, heat-treated alloy steel. It is not some bolted together mechanical nightmare that sponsors corrosion. BUCKET The new Beach King° bucket holds 2,2 cubic yards of debris. More time is spent cleaning the beach and less traveling to a trash container or truck. The bucket can dump material at any height up to a maximum of 9 feet. SIFTING ACTION The Beach King° sifts sand faster than ever because of improved belt action. This translates to less sand in the bucket and more clean beach GROOMER The groomer is engaged when the belt is activated and automatically lifts from the sand when the belt is stopped. The groomer leaves your beach the way it should be - safe, smooth, and clean. TOW TRACTOR INFORMATION Beach King® Specifications Height 8' 8" Width 98" Cleaning Width 72" Length Overall 23' 9" Bucket Capacity (Yd') 2.2 Bucket Dump Height 91 (maximum) 38x20.00-16.1 Tires 10 PLY High -Flotation Conveyor Belt -Standard Alloy Wire Mesh Conveyor Belt -Optional Coarse Mesh (10 space/ft) Fine Mesh (12 space/ft) Specifications subjM to change without notice. The minimum requirements are a 70 HP agricultural tractor with a 540 RPM PTO, 3 -point hitch, Flotation tires, and a two spool valve to operate the lift and dump cylinders. WARRANTY Rockland Beach King® is guaranteed against failure due to defective design, workman- ship or materials for a period of 1 year or 1,000 hours. GrintM in U.S A. ® Distributed by: ROCKLAND MANUFACTURING CO. P O BOX 5 BEDFORD, PA 95522 600.456.3773 www.rocklancimfg.com reran, no, e,aw,avi BK110716 EXHIBIT B PRICING PROPOSAL RDO Construction Equipment Co. Page B-1 Retail Purchase Order RDO Equipment Co. 83-300 Avenue 45 Indio CA, 92201 Phone: (760) 342-8900 - Fax: (760) 342-8909 Quantity Serial Hours Status / Year / Make / Model Cash Price Number (approx.) Additional Items 1 TBD 0 New 2017 ROCKLAND MFG BEACH KING $134,000.00 Freight In INCOMING Freight Out DELIVERY Prep / Reconditioning PDI Purchase Order Totals $2,000.00 $1,000.00 $1,000.00 Equipment Subtotal: $138,000.00 Balance: $138,000.00 Tax Rate 3: (CAOR 7.75%) $10,695.00 Sales Tax Total: $10,695.00 Sub Total: $148,695.00 Cash with Order. $0.00 Balance Due: $148,695.00 EXHIBIT C MANUFACTURER WARRANTIES RDO Construction Equipment Co. Page C-1 WARRANTY ACTIVATE YOUR WARRANTY! There are two ways to activate your warranty. You can go to www.rocklandmfg.com and fill out the online warranty card, or fill out and return the warranty card supplied with this booklet. Either option must be completed within ten days of installation to activate the warranty. Please don't forget this important step for prompt, hassle -free warranty service. WARRANTY INFORMATION Your Rockland product is guaranteed for one year or 2,000 hours against any failure due to de- fective material, design or workmanship. Call your dealer immediately if any problem occurs that might be covered by this warranty. Do not attempt repairs or service without contacting your dealer first. Rockland is not responsible for any warranty work that is performed without our approval. PAINT Rockland paints some quick ship products grey or black. On all other products, Rockland makes every effort to match the color of your machine. However, try as we might sometimes, due to paint lots and aging, we cannot guarantee a perfect match. Your understanding is appreciated. FOR PARTS Call your dealer if you need optional equipment, parts or service. Your dealer is prepared to provide parts and service whenever required. Have your attachment serial number ready to give to our parts department. NEED MORE INFORMATION? Call the Rockland Hot Line at 800-458-3773. We will be glad to answer any questions. If there is something wrong or if you think we can do better, please tell us. Use the HOT LINE or e-mail us at service@rocklandmfg.com ROCKLAND WEB SITE - www.rocklandmtci.com It's all there - equipment guaranteed to increase machine productivity! DEALER INSTALLATION RESPONSIBILITY It is the Rockland dealer's responsibility to properly install this product on the machine for which it was ordered and to make certain that the installation is done in accordance with the instructions set forth by both Rockland and the manufacturer of the machine. OWNER'S INFORMATION It is important that the owner and operator of this product be properly instructed by the dealer in the safe operation and proper maintenance of the product and the machine on which it is installed. One copy of this book is provided free of charge at the time of shipment. Additional copies are $10.00 each. Thank you for purchasing a Rockland product. WARRANTY VALIDATION —MUST BE RETURNED TO ROCKLAND WITHIN 10 DAYS This certifies that the dealer educated the owner or his representative in the safe operation of the Rockland product and the machine below, that the Rockland product has been properly mounted on the machine in accordance with the instructions provided by both Rockland and the manufacturer of the machine, and that the Rockland product has been cycled through all operating positions to make certain that there is no interference whatsoever between any part of the machine and the Rockland product that could cause damage to the machine or any person. There are no warranties, express or implied, other than those set forth in the Owner's Information booklet. Signature certifies that the above conditions are satisfactory. Product Machine Model Dealer Address City, State, Zip_ Phone: Dealer Signature Hours E-mail EXTENDED WARRANTY PURCHASED? nYes fINo Owner City, State, Zip Phone: Owner PARTS BOOK REQUEST PRODUCT EVALUATION Completed By: Quality of Owners Information & Installation Instructions 2. Paint Quality 3. Weld Appearance 4. Ease of Installation 5. Performance 6. Overall Quality Any Problems? Anything we can do better? E-mail S/N Install Date IIPlease e-mail me an additional parts book! Please take a moment to complete this survey. We need to know what you think of our products and how well the installation went. Thanks! Date Excellent Good Fair Poor Not Applicable M N M M M M M M M M M N M M M M M M M M M M M M .1 a.., ua w cau yuu: tsest rime Phone # Thank You! ROCKLAND MANUFACTURING COMPANY — www.rocklandmfg.com EXHIBIT D 1. INSURANCE REQUIREMENTS — VENDORS 1.1 Provision of Insurance. Without limiting Vendor's indemnification of City, and prior to commencement of work, Vendor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Vendor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 1.3.1.1 Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Vendor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Vendor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Work to be performed under this Agreement, including RDO Construction Equipment Co. Page D-1 coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The Parties hereby agree to the following: 1.5.1 Evidence of Insurance. Vendor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Vendor sixty (60) days advance written notice of such change. If such change results in substantial additional cost to the Vendor, the City and Vendor may renegotiate Contractor's compensation. 1.5.3 Enforcement of Contract Provisions. Vendor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Vendor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. RDO Construction Equipment Co. Page D-2 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Vendor or any subvendor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Vendor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Vendor or reimbursed by Vendor upon demand. 1.5.7 Timely Notice of Claims. Vendor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Vendor's Insurance. Vendor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. RDO Construction Equipment Co. Page D-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 5/18/18 Dept./Contact Received From: Date Completed: 5/18/18 Sent to: Company/Person required to have certificate: Type of contract: Y Joan By: Jan RDO Construction Equipment Co I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 10/31/17— 10/31/18 A. INSURANCE COMPANY: Zurich American Insurance Company B. AM BEST RATING (A-: VII or greater): A+/XV INSURANCE COMPANY: Zurich American Insurance Company C. ADMITTED Company (Must be California Admitted): B. Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $INV$2M E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must Is Company admitted in California? include): Is it included? (completed Operations status does ❑ No D. not apply to Waste Haulers or Recreation) N Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND UM, $210 min for Waste Haulers): What is limits provided? COMPLETED OPERATIONS ENDORSEMENT (completed E Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City (What is limits provided?) N/A its officers, officials, employees and volunteers): Is it F. included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be G. PRIMARY & NON-CONTRIBUTORY WORDING: included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured HIRED AND NON -OWNED AUTO ONLY: N N/A is not limited solely by their negligence) Does endorsement ❑ No I. include "solely by negligence" wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 10/31/17— 10/31/18 A. INSURANCE COMPANY: Zurich American Insurance Company B. AM BEST RATING (A-: VII or greater) A+ / XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $210 min for Waste Haulers): What is limits provided? $3,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A N Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A N Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: N N/A ❑ Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 10/31/17— 10/31/18 A. INSURANCE COMPANY: Zurich American Insurance Company B. AM BEST RATING (A-: VII or greater): A+/XV C. ADMITTED Company (Must be California Admitted): X Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory X Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? X Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A X Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? X N/A ❑ Yes ❑ No X N/A ❑ Yes ❑ No X N/A ❑ Yes ❑ No X Yes ❑ No Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract.