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HomeMy WebLinkAbout6085AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Goods and Services Agreement with Cummins NW LLC, for a Standby Generator and Automatic Transfer Switch for Booster Station 10 Study Session Date: COUNCIL MEETING Date: Department: 5J Updated February 12, 2020 February 19, 2020 Public Works & Utilities Presenter: Cami Apfelbeck Phone: (360) 473-2315 SUMMARY: This project installs a standby generator and automatic transfer switch at Booster Station 10. Bids were solicited from three contractors, and the best bid was submitted by Cummins NW. Cummins NW (the selected contractor) will configure and purchase the generator and automatic transfer switch. The manufacturer will ship the configured generator directly to the site, and City staff will offload and install. After installation, Cummins NW will perform the initial startup, a 2- hour load bank test, and provide staff training. ATTACHMENTS: 1) Goods and Services Agreement Updated, 2) Project Summary, 3) Site Plan FISCAL IMPACTS (Include Budgeted Amount): This project is budgeted in the CIP, Water Capital Fund (404); no budget adjustment is required. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: 0 Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Goods and Services Agreement between the City of Bremerton and Cummins NW, LLC; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Cummins Inc. ("Vendor"),whose mailing address is: 1030 SW 34th St, Suite A, Renton, WA 98057 The parties agree as follows: I. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Please see Cummins Inc.'s Quotation No. 43636 dated December 17, 2019, including its terms and conditions attached hereto as Exhibit"A". II. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 112 calendar days from the date all parties have signed this Agreement. III. COMPENSATION. The City shall pay the Vendor the total amount of$42,864.00 excluding applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: 95% of total compensation upon initiation of contract Remaining 5% of compensation upon completion of work Net 30 Days A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services on its own or from a third party,and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and reasonable attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. IV. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Vendor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Vendor, officer, agents, employees and subcontractors. The Vendor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Vendor's officers, agents, employees and subcontractors. V. TERMINATION. The City may terminate this Agreement for good cause. "Good cause" Page 1 of 8 Goods and Services Agreement Rev. 10/2019 shall include,without limitation, any one or more of the following events: A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of this Agreement. B. The Vendor's failure to complete this Agreement within the time specified in this Agreement. C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Vendor's failure to comply with federal,state or local laws,rules or regulations. E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement until the goods, materials, and services required by this Agreement are completed and fully performed by the City or a third party of the City's choosing. VI. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason,that a change order is necessary,Vendor must submit a written change order request to an authorized agent of the City within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance,the City will make an equitable adjustment. The City will attempt, in good faith,to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however,the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, from the City, including any direction, instruction, interpretation, or determination by the City,the Vendor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Vendor's protest. b. The nature and circumstances that caused the protest. c. The provisions in this Agreement that support the protest. Page 2 of 8 Goods and Services Agreement Rev. 10/2019 d. The estimated dollar cost, if any,of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 2. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods,materials and services required by the City under this Agreement. C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or(3) not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order(including directions, instructions, interpretations, and determination). VII. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen(14)calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement; or, if(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section 6(A)(2)(a)-(e). FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM Page 3 of 8 Goods and Services Agreement Rev. 10/2019 OR CAUSED BY THAT DELAY. Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days from the date the contract work is complete. VIII. WARRANTY. Goods purchased hereunder are accompanied by an express written manufacturer's warranty("Warranty")and, except as expressly provided in this Agreement, is the only warranty offered on such goods. The Vendor shall correct all defects in workmanship and materials during the term of the Warranty set forth in Vendor's Quotation No. 43636 ("Warranty Term") in accordance with the Warranty terms. Defects corrected under the Warranty are warranted for the time remaining under the Warranty Term.The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time, the City may complete the corrections at the expense of Vendor. IX. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all third party claims, injuries, damages, losses or suits, including all legal costs and reasonable attorney fees, arising out of or in connection with bodily injury, death or tangible property damage to the extent caused by defective goods manufactured by Vendor and delivered to City under this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. X. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Contract work by the Vendor, its agents, representatives, employees or subcontractors. Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance evidencing: A. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and Goods and Services Agreement Page 4 of 8 Rev. 10/2019 B. Commercial General Liability insurance written on an occurrence basis with limits no less than$1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; and employer's liability. C. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. D. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the. Vendor. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required),which shall be provided on a"claims-made"basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Vendor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certificate of insurance of all the required insurance policies. The Vendor's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Vendor's insurance shall be primary insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Vendor to advise the City's Risk Manager by fax at(360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a certificate of insurance of coverage. XI. MISCELLANEOUS. Page 5 of 8 Goods and Services Agreement Rev. 10/2019 A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any payments due under this contract to the City Clerk for payment of such taxes which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Addenda, if any, 2. Contract, 3. Specifications, 4. Terms and Conditions, 5. Contractor's proposal. C. Documents Incorporated by Reference. The following documents are incorporated by reference,to include,but not be limited to: 1. Terms and Conditions, 2. Specifications, 3. Proposal, and 4. Non-Collusion Affidavit. D. Use of Photographs and Images. Vendor shall not use or distribute photographs or images depicting City officials,personnel, property, or equipment whether prepared by Vendor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. E. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. F. Compliance with Laws. Vendor shall comply with all federal, state and local laws,rules and regulations throughout every aspect in the performance of this Agreement. G. Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. H. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. Page 6 of 8 Goods and Services Agreement Rev. 10/2019 I. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 9 of this Agreement. J. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement. Notices to be sent to: Notices to be sent to: CITY: CUMMINS: Attn: Public Works&Utilities Director Attn: Zach Schulte City of Bremerton Cummins Inc. 345 6th Street, Suite 100 1030 SW 34th Street, Suite A Bremerton, WA 98337-1891 Renton,WA 98057 K. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. L. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. M. Severability. If any one or more sections, subsections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. N. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this Agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement,the terms of this Agreement shall prevail. O. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT, IN NO EVENT SHALL VENDOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CITY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, LOSS OF OPPORTUNITY, DAMAGE TO GOODWILL, ENHANCED DAMAGES, MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY, AND/OR DAMAGES CAUSED BY DELAY) IN ANY WAY RELATED TO OR ARISING FROM VENDOR'S SUPPLY OF EQUIPMENT UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF EQUIPMENT SUPPLIED UNDER THIS AGREEMENT. IN NO EVENT SHALL VENDOR'S LIABILITY TO CITY OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CITY OR ON CITY'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT, CITY ACKNOWLEDGES CITY'S SOLE RECOVERY AGAINST VENDOR FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY UNDER THE WARRANTY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Page 7 of 8 Goods and Services Agreement Rev. 10/2019 IN WITNESS WHEREOF,the parties below have executed this Agreement. CITY: VENDOR: City of Bremerton Cummins Inc. By: By: 2i-ta.-ZiCe.42, (7,C.K.2 Print Name: bCe,c3 U6V\e der Print Name: Jonathan Evans Its: N{,yoc Its: VP - Power Generation C� Ivy oc ECcrnef-In Date: 2.124 2Z020 Date: 2/18/20 APPROVED AS TO FORM: ATTEST: ii3+/ By: ( -PO( '. ROGER A. LUBOVICH,Bremerton City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev. 10 2019.docx Page 8 of 8 Goods and Services Agreement Rev. 10/2019 EXHIB December 17,2019 QUOTATION NO:43636 Cummins 1030 SW 34th St, Suite A Renton,Washington, 98057 Project: Port of Bremerton Booster Pump Station Quotation No: 43636 City of Bremerton Public Works and Utilities 100 Oyster Bay Avenue Bremerton, Washington, 98312 Item Notes ID Description Qty 1 - Diesel Genset: 6OHz-80kW 1 Install-US-Stat U.S. EPA, Stationary Emergency Application C80 D6C Genset-Diesel, 60Hz, 80kW-Standby Rating A331-2 Duty Rating-Standby Power L090-2 Listing-UL 2200 L193-2 NFPA 110 Type 10 Level 1 Capable L224-2 IBC Seismic Certification L169-2 Emissions Certification, EPA,Tier 3, NSPS CI Stationary Emergency F217-2 Enclosure-Aluminum,Sound Att,Level 2,w/Exh System R002-2 Voltage-277/480,3 Phase,Wye,4 Wire BB88-2 Alternator-60Hz,Reconnect,Full Ouput,120C,40C amb,IMS H703-2 Generator Set Control-PowerCommand 2.3 B184-2 Exciter/Regulator-Pmg, 3 Phase Sensor A366-2 Engine Governor-Electronic, Isochronous Only H536-2 Display Language-English H012-2 Gauge-Oil Pressure H720-2 AmpSentryTM Protective Relay K796-2 Stop Switch-Emergency K553-2 Signals-Auxiliary, 8 Inputs/8 Outputs H609-2 Control Mounting-Left Facing KV03-2 Load Connection-Single KX26-2 CB,Loc A,70A-250A,3P,LS1,600VAC,100%,UL P176-2 Enclosure Color-Green,Aluminum Enclosure F252-2 Enclosure-Wind Load 180MPH,ASCE7-10 C301-2 Fuel Tank-Regional, 2 Wall, Sub Base, 24Hr Minimum C309-2 Alarm Panel-High Fuel C127-2 Separator-Fuel/Water C308-2 Switch-High,90% Fuel C310-2 Switch-Low,40% Fuel C312-2 Mechanical Fuel Gauge C314-2 Box-Spill Containment, 5 Gal, Lockable C315-2 Extensions Kit-Fuel Tank Vents, 12 ft C316-2 Valve-Fuel Tank, Over Fill Protection, 95% C318-2 Switch-Fuel Tank, Rupture Basin, Installed F179-2 Skidbase-Housing Ready A422-2 Engine Starter- 12 VDC Motor A333-2 Battery Charging Alternator-Normal Output BB89-2 Battery Charger-6 Amp, Regulated E125-2 Engine Cooling-High Ambient Air Temperature E089-2 Extension-Engine Coolant Drain H669-2 Engine Coolant-50%Antifreeze, 50%Water Mixture E153-2 Coolant Heater, Cold Ambient D041-2 Engine Air Cleaner-Normal Duty H706-2 Engine Oil L050-2 Literature-English A322-2 Packing-Skid, Poly Bag L260-2 Ship Loose-Green SL2 Baffle L261-2 Ship Loose-Vent Kit A F253-2 Rack, Larger Battery H268-2 Extension-Oil Drain CPO1-2 Common Parts Listing FastTrackOff Lead Time-Not Fast Track,All Options SPEC-B Product Revision-B A048C543 Fuel Tank,Extension Kit-1 Normal,2 Emergency,12ft A052M018 Sound Level2 Baffle, Shipped Loose Page 1 of 8 And December 17,2019 QUOTATION NO:43636 Item Notes ID Description Qty H527-2 Warning-Low Coolant Level L189-2 ST 5YR 2500HR Parts + Labor+Travel 2 - Service Entrance Transfer Switch-Power Command: 1 150A OTPCSE150 Srvc. Entr.Transfer Switch,PwrCmd,150 Amp A028-7 Poles-3 A035-7 Application-Utility To Genset S043-7 Listing-UL 1008 A080-7 Certificate-IBC Seismic A044-7 Frequency-60 Hertz A042-7 System-3 Phase,3 Wire Or 4 Wire R026-7 Voltage-480 Vac B002-7 Cabinet-Type 3R CO24-7 Control-Transfer Switch,Level 2 M018-7 Display-Digital M022-7 Monitoring-Load M023-7 Module-Relay Signal L202-7 Auxiliary Relay-Switch In Emergency Position-12VDC L203-7 Auxiliary Relay-Switch In Normal Position-12VDC CP01-7 Common Parts Listing FastTrackOff Lead Time-Not Fast Track,All Options SPEC-B Product Revision-B G013-7 Transfer Switch Warranty-Yr 0-5: Comprehensive,Yr 6-10: Main Contacts Only 3 - AC215075Z1 Sourcewell- Bremerton Booster 1 4 - Start&Test 1 80 C80D6C:Pre Start&Test, Install Batteries(grp 31 1 down), Start&Test, 2 Hour Load Bank Test Grand Total: $42,864.00 Total Does Not Include Sales Tax Cummins Terms& Conditions No specification or drawings provided Freight is included to direct ship the generator to the site, with off loading being handled by others.Any storage or additional freight by Cummins will be quoted as additional. INTERNATIONAL BUILDING CODE (IBC) CERTIFICATION The products in this quotation identified as meeting the requirements of the 2009 IBC have been certified by their respective manufactures via a combination of analytical testing and shaker table testing. Not all products have been shaker table tested. OFFICE OF STATEWIDE HEALTH PLANNING AND DEVELOPMENT(OSHPD) OSHPD seismic requirements are continuing to evolve. Please contact Cummins for the most current requirements for meeting OSHPD applications. SELECTIVE COORDINATION FOR NATIONAL ELECTRIC CODE (NEC)ARTICLE 700 AND 701 LOADS Cummins generators are equipped with the manufacturer's recommended circuit breaker. Information regarding this device can be supplied upon request.This quotation is not valid if any changes to this circuit breaker(s) is required to coordinate with other devices in the electrical distribution system. If changes are required,the customer must provide a copy of the coordination study listing the manufacturers part number of the disconnect device to be supplied with the generator and a revised quotation will be issued TRANSFER SWITCH WITHSTAND AND CLOSE RATINGS Transfer switch(es), if included in this quotation, require a withstand and closing rating (WCR) capable of meeting the available upstream fault current (kAIC). The WCR may be based on a specific breaker rating or a time-based rating, and it is the responsibility of a qualified facility designer or engineer to verify compatibility. In the event that the proposed transfer switch(es) are not compatible, the transfer switch(es) will need to be re-quoted to ensure compatibility. A full listing of the WCR can be provided upon request and will be included as part of the submittal package. Page 2 of 8 iFrAl .411111. December 17,2019 QUOTATION NO:43636 LEAD TIME Submittals Typical submittal lead time is 2 weeks after receipt of purchase order. Equipment Current lead-time is xx-xx weeks after submittal approval and release for production. CUMMINS STANDARD EXCLUSIONS Exhaust System All off-engine piping, hangers,flanges, gaskets, bolts, insulation, other materials and labor to install. Fuel System All fuel piping and materials not limited to; supply, return, venting,valves, coolers,filters, pumps,fittings, primary fuel regulator, storage tank&senders, external to genset package.All fuel for testing and initial fill. Fuel tank vent extensions and flame arrestors unless specifically listed in the Bill of Materials. Cooling System Intake louvers,exhaust louvers, air dampers,sheet metal ducting,flex adapters,sound attenuators/baffles. All off engine piping, flexible connections, labor and coolant for remote cooling systems. Electrical All off-engine wiring,field terminations of wiring, and lugs other than those detailed in our submittal. Mounting Mounting bolts and anchors.Vibration isolators(if included) may be shipped loose for installation at the jobsite by others. Seismic engineering calculations. Electrical Testing Not limited to InterNational Electrical Testing Association (NETA), infrared scanning, harmonic content or other independent agency testing of switchgear, switchboards, protective relays, circuit breaker, electrical coordination studies, arc flash studies and reactive load site testing. Environmental Testing Environmental Protection Agency(EPA), local air quality district or other Authority Having Jurisdiction (AHJ), including acoustical. Programming All protective relay settings, breaker settings, PLC programming or other user configurable device programming. Documentation Electronic submittals and operation and maintenance manuals will be provided. Printed copies are available upon request, additional charges may apply. Miscellaneous Site specific labeling. Exhaust backpressure, airflow restriction or vibration analysis Design Cummins is not responsible for system design or engineering and does not guarantee system performance standards.Cummins will supply documentation and reasonable assistance to others responsible for system engineering,design and performance. Taxes and Permit Any applicable sales tax, permits,fees, licenses. Bonds Any bid bond, payment or performance bond or other type of bond. All items listed above are excluded and will only be supplied by Cummins if agreed upon, in writing, by a sales representative for Page 3 of 8 December 17,2019 QUOTATION NO:43636 Cummins. CUMMINS STANDARD TERMS AND CONDITIONS FOR SALE OF POWER GENERATION EOUIPMENT Purchase Orders must be made out to 'Cummins Inc', reference the Cummins quotation number and must be acknowledged in writing by Cummins to be deemed accepted. Purchase Orders must include a requested delivery date. These Terms and Conditions for Sale of Power Generation Equipment,together with the Quote, Sales Order, and/or Credit Application on the front side or attached hereto, are hereinafter referred to as this'Agreement'and shall constitute the entire agreement between the customer identified in the quote('Customer') and Cummins Inc. ('Cummins') and supersede any previous representation, statements, agreements or understanding (oral or written) between the parties with respect to the subject matter of this Agreement. In the event of any inconsistency between this Agreement and any purchase order or document produced or delivered by Customer,the terms and conditions of this Agreement shall take precedence. SCOPE. Cummins shall supply power generation equipment and any related parts, materials and/or services expressly identified in this Agreement(collectively, 'Equipment'). No additional services, parts or materials are included in this Agreement unless agreed upon by the parties in writing. Any Quote is valid for 60 days. The price is firm provided drawings are approved and returned within 60 days after submission and ship date is not extended beyond published lead times. Any delays may result in escalation charges. A Sales Order for Equipment is accepted on hold for release basis. The Sales Order will not be released and scheduled for production until written approval to proceed is received. A Quote is limited to plans and specifications section set forth in the Quote. No other sections shall apply. Additional requirements for administrative items may require additional costs. The Quote does not include off unit wiring, off unit plumbing, offloading, rigging, installation, exhaust insulation or fuel, unless otherwise stated. SHIPPING; DELIVERY; DELAYS. Unless otherwise agreed in writing by the parties, Equipment shall be delivered FOB origin, freight prepaid to first destination. For consumer and mobile products, freight will be charged to Customer. Unless otherwise agreed to in writing by the parties, packaging method, shipping documents and manner, route and carrier and delivery shall be as Cummins deems appropriate. Cummins may deliver in installments. A reasonable storage fee, as determined by Cummins, may be assessed if delivery of the Equipment is delayed, deferred, or refused by Customer. Offloading, handling, and placement of Equipment and crane services are the responsibility of Customer and not included unless otherwise stated. All shipments are made within normal business hours, Monday through Friday. Any delivery, shipping, installation, or performance dates indicated in this Agreement are estimated and not guaranteed. Further, delivery time is subject to confirmation at time of order and will be in effect after engineering drawings have been approved for production. Cummins shall use best efforts to meet estimated dates, but shall not be liable to customer or any third party for any delay in delivery, shipping, installation, or performance, however occasioned, including any delays in performance that result directly or indirectly from acts of Customer or any unforeseen event, circumstance, or condition beyond Cummins reasonable control including, but not limited to, acts of God, actions by any government authority, civil strife, fires, floods, windstorms, explosions, riots, natural disasters, embargos, wars, strikes or other labor disturbances, civil commotion, terrorism, sabotage, late delivery by Cummins' suppliers, fuel or other energy shortages, or an inability to obtain necessary labor, materials,supplies, equipment or manufacturing facilities. PAYMENT TERMS; CREDIT; RETAINAGE. Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins, payments are due thirty(30) days from the date of the invoice. If Customer does not have approved credit with Cummins, as solely determined by Cummins, payments are due in advance or at the time of supply of the Equipment. If payment is not received when due, in addition to any rights Cummins may have at law, Cummins may charge Customer eighteen percent (18%) interest annually on late payments, or the maximum amount allowed by law. Customer agrees to pay Cummins costs and expenses (including reasonable attorneysL fees) related to Cummins enforcement and collection of unpaid invoices, or any other enforcement of this Agreement by Cummins. Retainage is not acceptable nor binding, unless required by statute or accepted and confirmed in writing by Cummins prior to shipment. TAXES; EXEMPTIONS. Unless otherwise stated, the Quote excludes all applicable local, state and federal sales and/or use taxes, permits and licensing. Customer must provide a valid resale or exemption certificate prior to shipment of Equipment or applicable taxes will be added to the invoice. TITLE; RISK OF LOSS. Unless otherwise agreed in writing by the parties, title and risk of loss for the Equipment shall pass to Customer upon delivery of the Equipment by Cummins to freight carrier or to Customer at pickup at Cummins facility. INSPECTION AND ACCEPTANCE. Customer shall inspect the Equipment upon delivery, before offloading, for damage, defects, and shortage. Any and all claims which could have been discovered by such inspection shall be deemed absolutely and unconditionally waived unless noted by Customer on the bill of lading. Where Equipment is alleged to be non-conforming or defective, written notice of defect must be given to Cummins within three (3) days from date of delivery after which time Equipment shall be deemed accepted. Cummins shall have a commercially reasonable period of time in which to correct such non-conformity or defect. If non-conformity or defect is not eliminated to Customer's satisfaction, Customer may reject the Equipment (but shall protect the Equipment until returned to Cummins) or allow Cummins another opportunity to undertake corrective action. In the event startup of the Equipment is included in the services, acceptance shall be deemed to have occurred upon successful startup. LIEN; SECURITY AGREEMENT. Customer agrees that Cummins retains all statutory lien rights. To secure payment, Customer grants Cummins a Purchase Money Security Interest in the Equipment. If any portion of the balance is due to be paid following delivery, Customer agrees to execute and deliver such security agreement, financing statements, deed of trust and such other documents as Cummins may request from time to time in order to permit Cummins to obtain and maintain a perfected security interest in the Equipment; or in the alternative, Customer grants Cummins a power of attorney to execute and file all financing statements and other documents needed to perfect this security interest. Cummins may record this Agreement, bearing Customer's Page 4 of 8 4111 December 17,2019 QUOTATION NO:43636 signature, or copy of this Agreement in lieu of a UCC-1, provided that it shall not constitute an admission by Cummins of the applicability or non-applicability of the UCC nor shall the failure to file this form or a UCC-1 in any way affect, alter, or invalidate any term, provision, obligation or liability under this Agreement. The security interest shall be superseded if Customer and Cummins enter into a separate security agreement for the Equipment. Prior to full payment of the balance due, Equipment will be kept at Customer's location noted in this Agreement, will not be moved without prior notice to Cummins, and is subject to inspection by Cummins at all reasonable times. CANCELLATION; CHARGES. Orders placed with and accepted by Cummins may not be cancelled except with Cummins prior written consent. If Customer seeks to cancel all or a portion of an order placed pursuant to this Agreement, and Cummins accepts such cancellation in whole or in part, Cummins may charge Customer a cancellation charge in accordance with current Cummins policy which is available upon request, in addition to the actual, non- recoverable costs incurred by Cummins. MANUALS. Unless otherwise stated, electronic submittals and electronic operation and maintenance manuals will be provided, and print copies may be available upon CustomerLs request at an additional cost. TRAINING; START UP SERVICES; INSTALLATION. Startup services, load bank testing, and owner training are not provided unless otherwise stated. Site startup will be subject to the account being current and will be performed during regular Cummins business hours, Monday to Friday. Additional charges may be added for work requested to be done outside standard business hours, on weekends, or holidays. One visit is allowed unless specified otherwise in the Quote. A minimum of two-week prior notice is required to schedule site startups and will be subject to prior commitments and equipment and travel availability. A signed site check sheet confirming readiness will be required, and Cummins personnel may perform an installation audit prior to the startup being completed. Any issues identified by the installation audit shall be corrected at the Customer's expense prior to the start-up. Portable load banks for site test (if offered in the Quote) are equipped with only 100 feet of cable. Additional lengths may be arranged at an extra cost. Cummins is not responsible for any labor or materials charged by others associated with start-up and installation of Equipment, unless previously agreed upon in writing. Supply of fuel for start-up and/or testing, fill-up of tank after start up, or change of oil is not included unless specified in the Quote. All installation/execution work at the site including, but not limited to: civil, mechanical, electrical, supply of wall thimbles, exhaust extension pipe, elbows, hangers, expansion joints, insulation and cladding materials, fuel/oil/cooling system piping, air ducts, and louvers/dampers is not included unless specified in the Quote. When an enclosure or sub-base fuel tank (or both) are supplied, the openings provided for power cable and fuel piping entries, commonly referred to as Lstub-upsi, must be sealed at the site by others before commissioning. All applications, inspections and/or approvals by authorities are to be arranged by Customer. MANUFACTURER'S WARRANTY. Equipment purchased hereunder is accompanied by an express written manufacturer's warranty ('Warranty') and, except as expressly provided in this Agreement, is the only warranty offered on the Equipment. A copy of the Warranty is available upon request. While this Agreement and the Warranty are intended to be read and applied in conjunction, where this Agreement and the Warranty conflict,the terms of the Warranty shall prevail. WARRANTY PROCEDURE. Prior to the expiration of the Warranty. Customer must give notice of a warrantable failure to Cummins and deliver the defective Equipment to a Cummins location or other location authorized and designated by Cummins to make the repairs during regular business hours. Cummins shall not be liable for towing charges, maintenance items such as oil filters, belts, hoses, etc., communication expenses, meals, lodging, and incidental expenses incurred by Customer or employees of Customer, "downtime" expenses, overtime expenses, cargo damages and any business costs and losses of revenue resulting from a warrantable failure. Page 5 of 8 11111 December 17,2019 QUOTATION NO: 43636 LIMITATIONS ON WARRANTIES THE REMEDIES PROVIDED IN THE WARRANTY AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT. EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. The limited warranty does not cover Equipment failures resulting from: (a) inappropriate use relative to designated power rating; (b) inappropriate use relative to application guidelines; (c) inappropriate use of an EPA-SE application generator set relative to EPAi.s standards; (d) normal wear and tear; (e) improper and/or unauthorized installation; (f) negligence, accidents, or misuse; (g) lack of maintenance or unauthorized or improper repair; (h) noncompliance with any Cummins published guideline or policy; (i) use of improper or contaminated fuels, coolants, or lubricants; (j) improper storage before and after commissioning; (k) owner's delay in making Equipment available after notification of potential Equipment problem; (I) replacement parts and accessories not authorized by Cummins; (m) use of battle short mode; (n) owner or operator abuse or neglect such as: operation without adequate coolant, fuel, or lubricants; over fueling; over speeding; lack of maintenance to lubricating, fueling, cooling, or air intake systems; late servicing and maintenance; improper storage, starting, warm-up, running, or shutdown practices, or for progressive damage resulting from a defective shutdown or warning device; or (o) damage t o parts, fixtures, housings, attachments and accessory items that are not part of the generating set. INDEMNITY. Customer shall indemnify, defend and hold harmless Cummins from and against any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, brought against or incurred by Cummins related to or arising out of this Agreement or the Equipment supplied under this Agreement (collectively, the 'Claims'), where such Claims were caused or contributed to by, in whole or in part, the acts, omissions, fault or negligence of the Customer. Customer shall present any Claims covered by this indemnity to its insurance carrier unless Cummins directs that the defense will be handled by Cummins' legal counsel at Customer's expense. LIMITATION OF LIABILITY NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT, IN NO EVENT SHALL CUMMINS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, LOSS OF OPPORTUNITY, DAMAGE TO GOODWILL, ENHANCED DAMAGES, MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY, AND/OR DAMAGES CAUSED BY DELAY) IN ANY WAY RELATED TO OR ARISING FROM CUMMINS SUPPLY OF EQUIPMENT UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF EQUIPMENT SUPPLIED UNDER THIS AGREEMENT. IN NO EVENT SHALL CUMMINS LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF EQUIPMENT SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY UNDER THE WARRANTY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. DEFAULT; REMEDIES. Customer shall be in breach and default if: (a) any of the payments or amounts due under this Agreement are not paid; (b) Customer fails to comply, perform, or makes any misrepresentation relating to any of the Customer's obligations or covenants under this Agreement; or (c) prior to full payment of the balance due, Customer ceases to do business, becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver, commences an action for dissolution or liquidation, or becomes subject to bankruptcy proceedings, or the Equipment is attached, levied upon, seized under legal process, is subjected to a lien or encumbrance, or transferred by operation of law or otherwise to anyone other than Cummins. Page 6 of 8 December 17,2019 QUOTATION NO:43636 Upon the occurrence of any event of Customer's default, Cummins, at its sole option and without notice, shall have the right to exercise concurrently or separately any one or all of the following remedies, which shall be cumulative and not alternative: (a) to declare all sums due, and to become due, under this Agreement immediately due and payable; (b)to commence legal proceedings, including collection actions and specific performance proceedings, to enforce performance by Customer of any and all provisions of this Agreement, and to be awarded damages or injunctive relief for the Customer's breach; (c)to require the Customer to deliver the Equipment to Cummins' branch specified on the face of this Agreement; (d) to exercise one or more of the rights and remedies available to a secured party under applicable law; and (e) to enter, without notice or liability or legal process, onto any premises where the Equipment may be located, using force permitted by law, and there to disconnect, remove and repossess the Equipment, the Customer having waived further right to possession after default. A waiver of any event of default by Cummins shall not be a waiver as to any other or subsequent default. CUSTOMER REPRESENTATIONS; RELIANCE. Customer is responsible for obtaining, at its cost, permits, import licenses, and other consents in relation to the Equipment, and if requested by Cummins, Customer shall make these permits, licenses, and consents available to Cummins prior to shipment. Customer represents that it is familiar with the Equipment and understands operating instructions and agrees to perform routine maintenance services. Until the balance is paid in full, Customer shall care for the Equipment properly, maintain it in good operating condition, repair and appearance; and Customer shall use it safely and within its rated capacity and only for purpose it was designed. Even if Customer's purchase of Equipment from Cummins under this Agreement is based, in whole or in part, on specifications, technical information, drawings, or written or verbal advice of any type from third parties, Customer has sole responsibility for the accuracy, correctness and completeness of such specifications, technical information, drawings, or advice. Cummins make no warranties or representations respecting the accuracy, correctness and completeness of any specifications, technical information, drawings, advice or other information provided by Cummins. Cummins makes no warranties or representations respecting the suitability, fitness for intended use, compatibility, integration or installation of any Equipment supplied under this Agreement. Customer has sole responsibility for intended use,for installation and design and performance where it is part of a power, propulsion, or other system. Limitation of warranties and remedies and all disclaimers apply to all such technical information, drawings, or advice. Customer acknowledges and agrees by accepting delivery of the Equipment that the Equipment purchased is of the size, design, capacity and manufacture selected by the Customer, and that Customer has relied solely on its own judgment in selecting the Equipment. CONFIDENTIALITY. Each party shall keep confidential any information received from the other that is not generally known to the public and at the time of disclosure, would reasonably be understood by the receiving party to be proprietary or confidential, whether disclosed in oral, written, visual, electronic, or other form, and which the receiving party (or agents) learns in connection with this Agreement including, but not limited to: (a) business plans, strategies, sales, projects and analyses; (b) financial information, pricing, and fee structures; (c) business processes, methods, and models; (d) employee and supplier information; (e) specifications; and (f) the terms and conditions of this Agreement. Each party shall take necessary steps to ensure compliance with this provision by its employees and agents. COVET:"!:":C L"W AND JURISDICTION. This Agreement and all matters arising hereunder Thali be governed by and construed in accordance with the law, of the State of Indiana without giving effect to any choice or conflict of law provision. The parties agree that the courts of the State of Indiana shall have exclusive jurisdiction to settle any dispute or claim arising in connection with this Agreement. INSURANCE. Upon Customer's request, Cummins will provide to Customer a Certificate of Insurance evidencing Cummins relevant insurance coverage. ASSIGNMENT. This Agreement shall be binding on the parties and their successors and assigns. Customer shall not assign this Agreement without the prior written consent of Cummins. INTELLECTUAL PROPERTY. Any intellectual property rights created by either party, whether independently or jointly, in the course of the performance of this Agreement or otherwise related to Cummins pre-existing intellectual property or subject matter related thereto, shall be Cummins property. Customer agrees to assign, and does hereby assign, all right,title, and interest to such intellectual property to Cummins. Any Cummins pre-existing intellectual property shall remain Cummins property. Nothing in this Agreement shall be deemed to have given Customer a licence or any other rights to use any of the intellectual property rights of Cummins. MISCELLANEOUS. Cummins is a supplier of material and related services, not a contractor, and will not be responsible for providing installation services or other services for which a contractor's license is required. Installation services shall be the responsibility of others. All notices under this Agreement shall be in writing and be delivered personally, mailed via first class certified or registered mail, or sent by a nationally recognized express courier service to the addresses set forth in this Agreement. No amendment of this Agreement shall be valid unless it is writing and signed by the parties hereto. Failure of either party to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach. Any provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement. Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase of the Equipment pursuant to these terms and conditions. Acceptance of this Agreement is expressly conditioned on Customer's assent to all such terms and conditions. Neither party has relied on any Page 7 of 8 And 741. December 17,2019 QUOTATION NO:43636 statement, representation, agreement, understanding, or promise made by the other except as expressly set out in this Agreement. In the event of a conflict in the terms of this Agreement with any Customer terms or conditions or agreement(whether referenced in an order submitted by Customer as the terms that govern the purchase of the Equipment or otherwise)or any terms set forth in any other documentation of Customer with respect to the Equipment,the terms of this Agreement shall govern. Cummins may incur additional charges which will be passed on to the Customer, as applicable. COMPLIANCE.Customer shall comply with all laws applicable to its activities under this Agreement, including, without limitation, any and all applicable federal,state, and local anti-bribery, environmental, health, and safety laws and regulations then in effect. Customer acknowledges that the Equipment, and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls restricting the sale, export, re-export and/or transfer, directly or indirectly, of such Equipment or technology to certain countries or parties, including, but not limited to, licensing requirements under applicable laws and regulations of the United States,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws, rules, and regulations. Any other provision of this Agreement to the contrary notwithstanding, Customer shall comply with all such applicable all laws relating to the cross-border movement of goods or technology, and all related orders in effect from time to time, and equivalent measures. Customer shall act as the importer of record with respect to the Equipment and shall not resell, export, re-export, distribute,transfer,or dispose of the Equipment or related technology, directly or indirectly,without first obtaining all necessary written permits, consents, and authorizations and completing such formalities as may be required under such laws, rules,and regulations. In addition, Cummins has in place policies not to distribute its products for use in certain countries based on applicable laws and regulations including but not limited to UN, U.S., UK, and European Union regulations. Customer undertakes to perform its obligations under this Agreement with due regard to these policies. Strict compliance with this provision and all laws of the territory pertaining to the importation, distribution, sales, promotion and marketing of the Equipment is a material consideration for Cummins entering into this Agreement with Customer and continuing this Agreement for its term. Customer represents and warrants that it has not and shall not, directly or through any intermediary, pay,give, promise to give or offer to give anything of value to a government official or representative, a political party official, a candidate for political office, an officer or employee of a public international organization or any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities for the purposes of inducing such person to use his influence to assist Cummins in obtaining or retaining business or to benefit Cummins or any other person in any way, and will not otherwise breach any applicable laws relating to anti-bribery.Any failure by Customer to comply with these provisions will constitute a default giving Cummins the right to immediate termination of this Agreement and/or the right to elect not to recognize the warranties associated with the Equipment. Customer shall accept full responsibility for any and all civil or criminal liabilities and costs arising from any breaches of those laws and regulations and will defend, indemnify, and hold Cummins harmless from and against any and all fines, penalties, claim, damages, liabilities,judgments,costs,fees, and expenses incurred by Cummins or its affiliates as a result of Customer-is breach. Rev 01 Jan 2019 Thank you for this opportunity to Quote Cummins Power Generation Products. Please call if we may answer any questions or be of further service. Submitted by Cummins Inc.. Zach Schulte Territory Manager Direct Cell: 206-794-9801 Email: hm272@cummins.com Accepted by: Print Name: Firm Name: Customer P.O.: Date: Delivery Date Requested by Purchaser Note: If no delivery date is provided,Cummins Inc. will hold placing material orders until such date is provided. It is the responsibility of Purchaser to supply a request date that is within factory lead times. Page 8 of 8 /YYY ACORO�� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD20 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn Risk Services Central Inc. CONTNAME: A.I.King Insurance Agency,Inc. 200 E Randolph St., Suite 0900 p PHONE FAX Chicago, IL 60601 MANo,Extl: 317-841-6004 (A/c,No): ADDRESS: cummins 0(�,aikinginsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Old Republic Insurance Company 24147 INSURED 01/ /rj A A-" I . } INSURER e: Allianz Global Risks US Insurance Co 35300 Cummins Inc. 500 Jackson Street "'vim' INSURER C: Ace American Insurance Company 22667 Mail Code 91676 (fJ D INSURERD: Columbus IN 47201-6258 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 53526812 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMMIDD/YYYY) (MM/DDIYYYY) LIMITS A i COMMERCIAL GENERAL LIABILITY / MWZY 302202-19 12/1/2019 12/1/2020 EACH OCCURRENCE $1,000,00 DAMAGE TO RENTED CLAIMS-MADE .,/ OCCUR/ PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ✓ POLICY Ter LOC PRODUCTS-COMP/OP AGG $18,000,000 OTHER: $ A AUTOMOBILE LIABILITY MWTB 314312-19 12/1/2019 12/1/2020 °EeeccdeOrgINGLELIMIT $5,000,00� i ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ ✓ AUTOS ONLY ✓ AUTOS ONLY (Per accident) Phy Damage $Self Insured B / UMBRELLA LIAB / OCCUR USL 00126119 12/1/2019 12/1/2020 EACH OCCURRENCE $25,000,00.0/ EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,0 0 DED RETENTION$ $ A WORKERS COMPENSATION MWC 314311-19 12/1/2019 12/1/2020 ,/ STATUTE EORH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUOED? N (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1.000.0 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Property PEX D37400233 008 8/1/2019 8/1/2020 Limit:$10,000,000 Special Form including Earthquake&Flood Leased/Rented Equipment PEX D37400233 008 8/1/2019 8/1/2020 Limit:$25,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Bremerton is named an additional insured with respect to work in the right-of-way where required by written contract. Should any of the above described policies be cancelled before the expiration date thereof,Thirty (30)day notice of cancellation will be delivered in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Bremerton THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6th St, Suite 100 ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton WA 98337 AUTHORIZED REPRESENTATIVE I Richard Trakimas ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 53526812 1 19/20 GL AU OMB WC 19/20 PROP (Custom-Merged) 1 Shelly Pence 11/10/2020 9.45:11 AM (EST) I Page 1 of 2 Cummins Inc. 12/01/2019 to 12/01/2020 POLICY NUMBER: MWZY 302202-19 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): All persons or organizations as required by contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 53526812 I 19/20 GL AU UMB WC 19/20 PROP (Custc/VWZNA262e311a, Penceduni ei%0M9:45:11127101y2lyld P}2O I2O22O + MWZY 302202-19 Cummins Inc. 12/01/2019 to 12/01/2020 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 53583245 1 19/20 GL AU UM8 WC 19/20 PROP (Custor+81alelkLe7n7a PencedU lein9C4:31:1812y01721V10-P11101/202O Cummins Inc. 12/01/2019 to 12/01/2020 POLICY NUMBER: MWZY 302202-19 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: All persons or organizations as required by contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 53583245 1 19/20 GL AU UMB WC 19/20 PROP (CustorgAineSIDAPZI3g Pencedu rwiC4:31:181N017191110 P*2O1/2020 • MWC 314311-19 Cummins Inc. 12/01/2019 to 12/01/2020 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) POLICY NUMBER: MWC 314311 19 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT (NOT APPLICABLE IN TEXAS AND UTAH) DATE OF ISSUE: 10/01/19 WC 00 03 13 (Ed.4-84) ©1983 National Council on Compensation Insurance. 53583245 1 19/20 GL AU UMB WC 19/20 PROP (Custom-Merged) 1 Shelly Pence 11/13/2020 4.31:18 PM (EST) 1 Page 5 of 7 • MWC 314311-19 Cummins Inc. 12/01/2019 to 12/01/2020 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( )Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TX OPERATIONS 3. Premium: The premium charge for this endorsement shall be 0 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s) arising out of the operations described 4. Advance Premium: INCLUDED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12/01/2019 Policy No. MWC 314311 19 Endorsement No. Insured CUMMINS INC. Premium INCL. Insurance Company OLD REPUBLIC INSURANCE COMPANY Countersigned By WC420304B (Ed 6-14) ©Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. 53583245 1 19/20 GL AU UMB WC 19/20 PROP (Custom-Merged) 1 Shelly Pence 11/13/2020 4:31:18 PM (EST) 1 Page 6 of 7 MWC 314311-19 Cummins Inc. 12/01/2019 to 12/01/2020 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05 POLICY NUMBER: MWC 314311 19 UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule ALL PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT. DATE OF ISSUE: 10/01/19 ©2000 National Council on Compensation Insurance,Inc. 53583245 1 19/20 GL AU UMS WC 19/20 PROP (Custom-Merged) 1 Shelly Pence 1 1/13/2020 4:31:1B PM (EST) 1 Page 7 of 7