HomeMy WebLinkAbout23-054 - Cummins, Inc - Lift Station Generators Load Bank TestingCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: 23-054
Council Approval N/A
PROFESSIONAL SERVICES AGREEMENT
(Includes consultants, architects, engineers, accountants, and other professional services)
THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter
referred to as "the City", and Cummins Inc., hereinafter referred to as "the Consultant", in consideration
of thelmutual benefits, terms, and conditions hereinafter specified.
1. Pro-ect Desh nation. The Consultant is retained by the City to perform load bank t sting
services in connection with the project titled Lift Station Generators Load Bank Testing.
2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A"
attached hereto, including the provision of all labor, materials, equipment and supplies.
3. Duration of A reemenV Time for Perforrnance. This Agreement shall be in full force and
effect for a period commencing upon execution and ending December 31, 2027, unless sooner
terminated under the provisions hereinafter specified. Work under this Agreement shall
commence upon written Inotice by the City to the Consultant to proceed. The Consultant shall
perform all services and provide all work product required pursuant to this Agreement no later
than December 31, 20271unless an extension of such time is granted in writing by the City.
4. Payment. The Consultant shall be paid by the City for completed work and for seMces
rendered under this Agreement as follows:
A. Payment for the work provided by the Consultant shall be made as provided on Exhibit
"6" attached hereto, provided that the total amount of payment to the Consultant shall not
exceed S37,874.98 without express written Imodification of the Agreement signed by the
City.
B. The Consultant may submit vouchers to the City once per month during the progress of
the work for partial payment for that portion of the project completed to date. Such
vouchers will be checked by the City and, upon approval thereof, payment shall be made
to the Consultant in the amount approved.
C. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of
the work under this Agreement and its acceptance by the City.
D. Payment as provided in this section shall be full compensation for work performed,
services rendered, and for all materials, supplies, equipment and incidentals necessary to
complete the work.
E. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City and the state of Washington for a
period of three (3) years after final payments. Copies shall be made available upon
request.
5 Ownershi and Use of Documents. All documents, drawings, specifications and other
materials produced by the Consultant in connection with the services rendered under this
Agreement shall be the property of the City whether the project for which they are made is
executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
the Consultant's endeavors. The Consultant shall not be responsible for any use of the said
documents, drawings, specifications or other materials by the City on any project other than
the project specified in this Agreement.
6. Com Hance with Laws. The Consultant shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances
and regulations, applicable to the services rendered under this Agreement.
7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers,
officials, employees and volunteers harmless from any and MI claims, injuries, damages,
losses or suits including attorney fees, arising out of or resulting from the acts, errors or
omissions of the Consultant in performance of this Agreement, except for injuries and damages
caused by the sole negligence of the City.
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 concurrentInegligence of the Consultant
and the City, its officers, officials, employees, and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultants Inegligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the Consultant's
waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. This waiver has been mutually negotiated by the parties. The provisions of
this section shall survive the expiration or termination of this Agreement.
8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against dams for injuries to persons or damage to property which may arise from
or in connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees. Consultant's maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the Consultant to the coverage provided
by such insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the
types and with the limits described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of S1,000,000 per accident. Automobile Liability insurance
shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be
written on Insurance Services Office (ISO) form CA 00 01 or a substitute form
providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual IliabNty coverage.
2. Commercial General Liabilit insurance with limits no less than $2,000,000 each
occurrence, $2,000,000 general aggregate. Commercial General Liability
insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall
cover liability arising from premises, operations, stop -gap independent contractors
and personal injury and advertising injury. The City shall be named as an
additional insured under the Consultant's Commercial General Liability insurance
policy with respect to the work performed for the City using an additional insured
endorsement at least as broad as ISO endorsement form CG 20 26.
CA revised May 2020
Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
Page 2
4. Professional Liability with limits no less than S2,000,000 per claim and $2,000,000
policy aggregate limit. Professional Liability insurance shall be appropriate to the
Consultants profession.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the Public Entity shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability maintained by
the Contractor, irrespective of whether such limits maintained by the Contractor are greater
than those required by this Contract or whether any certificate of insurance furnished to
the Public Entity evidences limits of liability lower than those maintained by the Contractor.
C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial
General Liability insurance policies are to contain, or be endorsed to contain that they shall
be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance
pool coverage maintained by the City shall be excess of the Consultant's insurance and
shall not be contributed or combined with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
E. Verification of Coverage. Consultant shall furnish the City with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Contractor
before commencement of the work. Upon request by the City, the Consultant shall furnish
certified copies of all required insurance policies, including endorsements, required in this
Agreement and evidence of all subcontractors' coverage.
F. Notice of Cancellation. The Consultant shall provide the City with written notice of any
policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain insurance. Failure on the part of the Consultant to maintain the
insurance as required snail constitute a material breach of contract, upon which the City
may, after giving five business days notice to the Consultant to correct the breach,
immediately terminate the contract or, at its discretion, procure or renew such insurance
and pay any and all premiums in connection therewith, with any sums so expended to be
repaid to the City on demand, or at the sole discretion of the City, offset against funds due
the Consultant from the City.
9. Inde endent Contractor. The Consultant and the City agree that the Consultant is an
independent contractor with respect to the services provided pursuant to this Agreement.
Nothing in this Agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither the Consultant nor any employee of the
Consultant shall be entitled to any benefits accorded City employees by virtue of the services
provided under this Agreement. The City shall not be responsible for withholding or otherwise
deducting federal income tax or social security or for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to the
Consultant, or any employee of the Consultant.
10. Covenant A ainst Contin s ent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bonafide employee working solely for the
Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bonafide employee working solely for the Consultant, any
fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon
or resulting from the award or making of this contract. For breach or violation of this warrant,
the City shall have the right to annul this contract without liability, or in its discretion to deduct
from the contract price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
CA revised May 2020
Page 3
11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color,Inational origin,
age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation,
the presence of any disability, or any other protected class status under state or federal law,
in the selection and retention of employees or procurement of materials or supplies.
12. Assionment. The Consultant shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
14. Termination.
A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days
written notice to the Consultant.
B. In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement between
surviving members of the Consultant and the City, if the City so chooses.
15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the
Consultant shall at all times comply with, all applicable federal, state and local laws,
regulations, and rules, including the provisions of the City of Tukwila Municipal Code and
ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is
instituted to enforce any term of this Agreement, the parties specifically understand and agree
that venue shall be properly laid in King County, Washington. The prevailing party in any such
action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising
from or related to this Agreement shall be exclusively in King County Superior Court.
16. Severabilitv and Survival. If any term, condition or provision of this Agreement is declared
void or unenforceable or limited in its application or effect, such event shall not affect any other
provisions hereof and all other provisions shall remain fully enforceable. The provisions of this
Agreement, which by their sense and context are reasonably intended to survive the
completion, expiration or cancellation of this Agreement, shall survive termination of this
Agreement.
17. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk
City of Tukwila
6200 Southcenter Boulevard
Tukwila, WA 98188
Notices to Consultant shall be sent to the following address:
Cummins Inc.
1800 Fryar Ave
Sumner, WA 98390
18. Entire A eement• Modification. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. No
amendment or modification of this Agreement shall be of any force or effect unless it is in
writing and signed by the parties.
CA revised May 2020
Page 4
DATED this 20th day of March , 2023
CITY OF TUKWILA
HP
eelgeed via SeamlessCiocs.com
Key: S4627ao6Sd784Pe2-a8ba-86645b98[irr6
Allan Ekberg, Mayor 03-20-2023
ATTEST/AUTHENTICATED:
edigned via SeamiessDocs.com
Key: ebe94fl6db6c4a6a.areibera53123e1e9
Andy Youn, Acting City Clerk
APPROVED AS TO FORM:
eel:ailed via SeamlesaDocs.com
Sawee
K yarif 575 ,5 48v4v by o 551
Office of the City Attorney
CA revised May 2020
Cummins Inc.:
By e&17: -
Printed
& O
Printed Name: Corey Bryant
Title: PEM Sales Director
Page 5
9/22/2022
Sales and
Service
CITY OF TUKWILA
6200 SOUTHCENTER BLVD
TUKWILA, WA 98188
RE: PIanned Maintenance Proposall
Dear Adib
Cummins Salles and Service is a premier engine and power generation systems provider committed to dellivering
fast and proven sollutions to our customers. We are pleased to offer you a PIanned Maintenance Proposall for your
review and approvall. Due to the criticall nature of your standby power system, this Agreement was develloped based
on your specific needs and equipment to ensure maximum performance and relliabitity.
Benefits of PIanned Maintenance
• Improves system rehability.
• Maintenance performed by certified technicians specifically trained in power generation.
• PM customers receive preferred service for unscheduled emergency repairs.
• Creation of a service record for customer equipment.
• Additiona0 maintenance recommendations documented at that time.
• Scheduling managed by Cumm0ns Sales and Service to ensure timely maintenance intervalls.
• Eliminates administrative burden, covers equipment from muItipIe vendors.
Rease sign, date and return the endosed Agreement to our office along with any purchase documentation
necessary so we can tend to your servicing needs. ShouId you have any questions or regime addtonaImformaton
on any subject relating to your equipment, please fee0free to contact me. We look forward to the opportunity to earn
your trust and business.
/frec:7:1 ffezi
Keith Maze
PEM Territory Manager
Office: (253) 929-9799
Cell: (253) 929-9799
Email : keith.lmaze@cummins.com
PLANNED EQUIPMENT MAINTENANCE AGREEMENT
11111111111111111111
CITY OF TUKWILA
6200 SOUTHCENTER BLVD
TUKWILA, WA 98188
Customer #: 237661
Payment Type: Pay As You Go
1111111111111111111111111111'
Name: Adib Alltallllall
Phone: 206-240-0633
Can:
Fax: (206) 433-1833
E-imaill: adib.alltallllall@tukwilawa.gov
Cummins Inc.
1800 Firyair Ave
Sumner, WA 98390
Phone: (425) 235-3400
Fax: (425) 254-8964
Quote Date:
Quote Expires:
Quote ID:
Quoted By:
Quote Term:
lannlinn
9/22/2022
11/21/2022
QT -7414
Keith Maze
5 Year
Site Name:Sewer Lift Station 10
(12218 51st PI S Tukwila WA 98188)
Unit Name: Sewer Lift Station 10
Make: Cummins
Modell: DGBB
S/N: A070016292
Size: 35kW
ATS Qty: 0
Notes:
Yea
1
month of
1st Service
January
January
Janua
Janua
anua
rvice Ty
Loadbank (2 Hrs)
Loadbank (2 Hrs)
Loadbank 2 Hrs
Loadbank 2 Hrs
Loadbank 2 Hrs
Extended Pri
$776.98 $776.98
Year 1 Totall:$776.98
$776.98
Year 2 Totall:$776.98
$776.98 $776.98
Year 3 Totall:$776.98
$776.98
776.98
776.98
Yea r4Tot
alk:
776.98
776.98
776.98
Year 5 Total: 776.98
Site Name:Sewer Lift Station 11
(18799 Southcenter Parkway Tukwila WA 98188i
Unit Name: Sewer Lift Station 11
Year
Make: Cummins
Modell: DSFAC 1
S/N: K100170410
Size: 500W
ATS Qty: 0
Notes:
Month o'
st Service
Januar
776.98
ended Prig
$776.98
Loadbank (2 Hrs
Loadbank (2 Hrs
Loadbank 2 Hrs
Year 1 Total: 776.98
776.98
Year 2 Totall :
776.98
$776.98
Year 3 Totall:$
$776.98
Year 4 Totall:$776.98
776.98
776.98
776.98
776.98
January
Loadbank (2 Hers) 1
$776.98 $776.98
Year 5 Totall:$776.98
Site Naime:Sewer Lift Station 12
(255 Andover Park West Tukwila WA 98188)
Unit Name: Sewer Lift Station 12 Year
Make: Caterpillar
Modell: D150P1 1
S/N: QYL00000CNAT00935
onth o
11st Service
January
vice TYI
Loadbank (2 Hrs
Extended Price
$826.98 $826.98
Year 1 Totall:$826.98
Seize: 150kW 2 January
ATS Qty: 0
Loadbank (2 Hrs) 1
$826.98 $826.98
Notes:
Year 2 Totai:$826.98
Januar
Loadbank 2 Hrs
Year
826.98
Totall:$826.98
Januar
Loadbank 2 Hrs
826.98
Year 4 Tot
ai:
826.98
Januar
Loadbank 2 Hrs
826.98
826.98
826.98
826.98
Year 5 Totai:$826.98
Site Name:Sewer Lift Station 2
(1015 Andover Park West Tukwila WA 98188)
Unit Name: Sewer Lift Station 2
Make: Cummins
Model: C100D6C
SIN: G220111845
Size: 100kW
ATS Qty: 1
Notes:
Monthnt
'ear service Type
st Seri.fice
2 Januar Loadbank 2 Hrs
Januar
Loadbank 2 Hrs
Year 2 Total:
Extended Price
$837.87
7.87
$837.87
Year 3 To all: 8 7.87
January
5 January
Loadbank (2 Hrs)
Loadbank (2 Hrs)
1
837.87
Year 4 Totall:$837.87
$837.87 $837.87
Year 5 Totall:$837.87
837.87
837.87
Site Name:Sewer Lift Station 5
6830 Fort Dent Way Tukwila WA 98188i
Unit Name:
Make:
Size:
ATS Qty:
Notes:
Sewer Lift Station 5
Cummins
DGBB
L990039226
80kW
0
Month of
vear Service Type
' 1st Service
1 January Loadbank (2 Hrs
2 January
3 January
4 Januar
5 January
Loadbank (2 Hrs)
Loadbank (2 Hrs)
Loadbank 2 Hrs
Loadbank (2 Hrs)
SeU Price Extended Price
$776.98 $776.98
Year 1 Totall:$776.98
$776.98 $776.98
Year 2 Totall:$776.98
$776.98
Year 3 Totall:$776.98
$776.98
776.98
776.98
Year 4 Totall:$776.98
776.98
Year 5 Totall:$776.98
Site Name:Sewer Lift Station 6
(6820 Fort Dent Way Tukwila WA 98188)
Unit Name:
Make:
S/N:
Size:
ATS (My:
Notes:
Sewer Lift Station 6
Cummins
DG DA
L990039226
80kW
0
Ype
ie
January ar Ilst ry
Mo Service L
oadba 2Hrs
Month of e ServicenTky(
Qty SeM Price Extended Price
1 $776.98 $776.98
Year 1 Totall:$776.98
$776.98 $776.98
Year 2 Totall:$776.98
1 $776.98 $776.98
Year 3 Totall:$776.98
1 $776.98 $776.98
Year 4 Totall:$776.98
1 $776.98 $776.98
Year 5 Totall:$776.98
2 January
3 January
4 January
5 January
Loadbank (2 Hrs)
Loadbank (2 Hrs)
Loadbank (2 Hrs)
Loadbank (2 Hrs)
1
Site Name:Sewer Lift Station 8
(13359 56th Ave S Tukwila WA 98188)
Unit Name: Sewer Lift Station 8
Make: Cummins
Model: DGBB
S/N: A070016293
Size: 35kW
ATS Qty: 0
Notes:
hictlith of
Year
1st Service
1 Januar
Service Type
Loadbank 2 Hrs
1
!of
Sell Price
776.98
Extended Price
$776.98
Year 1 To
all: 776.98
Januar
Loadbank 2 Hrs
776.98
Year 2 Toted: 776.98
$776.98
Year 3 Totall:$776.98
$776.98
Year 4 Totall:$776.98
1 $776.98
Year 5 Totall:$776.98
January
4 January
5 January
Loadbank (2 Hrs)
Loadbank (2 Hrs)
Loadbank (2 Hrs)
1
776.98
776.98
$776.98
$776.98
Site Name:Surface Water S
(5910 S 180th Tukwila WA 98188)
ion 15 (Mizuki Grill)
Unit Surface Water Station 15
Name: (Mizuki Griii)
Make: Cummins
DOCA
SIN: B030471556
Size: 600kW
ATS Qty: 0
Notes:
Month of
Year Service TypE
1st Service
January
1
2 January
Loadbank (2 Hrs)
Loadbank (2 Hrs)
1
Sell Price Extended Price
$1,415.84 $1,415.84
Year 1 Totall:$1,415.84
$1,415.84 $1,415.84
Year 2 Totall:$1,415.84
Januar
Januar
Januar
Loadbank 2 Hrs
Loadbank 2 Hrs
Loadbank 2 Hrs
1,415.84
Year 3 Toted: 1,415.84
1,415.84
Year 4 Tot
ai:
1,415.84
1,415.84
1,415.84
1,415.84
1,415.84
Year 5 Totall:$1,415.84
Site Name:Surface Water Station 16 (Underpass)
(7420 S 180th St Tukwila WA 96166)
Unit Surface Water Station 15 v
Name: (Mizuki Gri1111)-COPY Yr
st Service
Month of
Service Type
Make: Cummins
DGDA
SIN: B030471556
Size: 800W
ATS Qty: 0
Notes:
1 Januar Loadbank
2 Hrs
uty
1
Sell Price
$776.98
Extended Price
$776.98
5
Januar
Januar
January
January
Loadbank 2 Hrs
Loadbank 2 Hrs
Loadbank (2 Hrs)
Loadbank (2 Hrs)
Year 1 Totall:$776.98
776.98
Year 2 To
776.98
all: 776.98
1
Year
776.98
776.98
$776.98 $776.98
Year 4 Totall:$776.98
$776.98 $776.98
Year 5 Totall:$776.98
Year 1 Total:*
Year 2 Total:*
Year 3 Toted:*
Year 4 Total:*
Year 5 Total:*
$6,904.70
$7, 742.57
$7,742.57
$7, 742.57
$7,742.57
Total Agreement Amount:* $37,874.98
*Quote does not include applicable taxes
II16666 1,1
6 "61 611 '666 66 I
'666 666
Sales and
Service
PLANNED EQUIPMENT MAINTENANCE AGREEMENT
CITY OF TUKWILA
6200 SOUTHCENTER BLVD
TUKWILA, WA 98188
Customer #: 237661
Payment Type: Pay As You Go
966
6 "616 U66 66,
11 1 o,6 111111'
Name: Adib Altanall
Phone: 206-240-0633
Ce 11:
Fax: (206) 433-1833
E-mail: adOb.a0ta0081.0@tukwOlawa.gov
Total Agreement Amount:*
:66164'61
6666 '6 16' 6666
6116 y 1 11
Cummins Inc.
1800 Fryar Ave
Sumner,WA 98390
Phone: (425) 235-3400
666' hi,'
Quote Date:
Quote Expires:
Quote ID:
Quoted By:
Quote Term:
9/22/2022
11/21/2022
QT -7414
Keith Maze
5 Year
$37,874.98
*Quote does not inc ude applicable taxes
Total Agreement Amount Does Not Include Applicable Taxes. Please call (425) 235-3400 for invoice total prior to
sending payment.
nMennannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannannan
Selection Required for Load Bank Test
Readings will be taken every 15 minutes, unless otherwise specified.
*If no selection is made, we will perform this option by default
LI *30% of the EPS nameplate kW rating for 30 minutes, followed by 50% of the EPS nameplate kW rating for 30
minutes, followed by 75% of the EPS nameplate kW rating for 601mmutes for a tota0 of 2 continuous hours
1=180% of the EPS nameplate kW rating for 2 continuous hours
1=1Other — Please Specify
Please return signed agreement to:
Cummins Sales and Service
1800 Fryar Ave
Sumner, WA 98390
Phone: (425) 235-3400
Fax: (425) 254-8964
Sellller hereby agrees to sell to IBuyer, and Buyer hereby agrees to lb(ly from Seller., the foregoing products/services upon the terms and
conditions set to ith lin the Pllanried Equipment Ma.linteriance Ageernent Terms and Cord flo ns" a. t't C h ed Iher eto„ wlelich are he.reby
ncorporaed herein by ref ef ence
iN
11;1666 16$ , 16,666 6 '46,46
° 4
666
1'6'111" j 4666'6 666 1
Signature: Signature:
Date:
Date:
09/22/2023
PLANNED MAINTENANCE AGREEMENT TERMS AND CONDITIONS
These Planned Maintenance Agreement Terms and Conditions, together with the Quote on the front side and the Scope of Services, 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 agreement or understanding (oral or
written) between the parties with respect to the subject matter& this Agreement. Customer shall be deemed to have made an unqualified acceptance of these Terms and Conditions and it shall
become a binding agreement between the parties on the earliest of the following to occur: (i) Cummins' receipt of Customer's purchase orderor purchase order number; (i i) Customer's signing or
acknowledgment of this Agreement; (ii i) Cummins' release of Products to production pursuant to Customer's oral or written instruction or direction; (iv) Customer's payment of any amounts due
to CLrmmins or v) any other event constituting acceptance under applicable law. No prior inconsistent course of dealing, course of performance, or usage of trade, if any, constitutes a waiver of
or serves to explain or interpret this Agreement. Electronic transactions between Customer and Cummins will be solely governed by this Agreement, and any terms and conditions on Customer's
website or other interne t site will be null and void and of no legal effect on Cummins, In the event Customer delivers, references, incorporates by reference, or produces any purchase order or
document, any terms and conditions related thereto: (i) shall be null and void and of no legal effect on Cummins, and (ii) this Agreement shall remain the governing terms of the transaction.
1. SCOPE OF SERVICES; PERFORMANCE OF SERVICES Cummins shall perform the maintenance ("Services") on the equipment identified in the Quote ("Equipment") in accordance with the schedule
specified in the Quote. The Services include those services defined in the "Service Event" section of the Quote. No additional services or materials are included in this Agreement unless agreed
upon by the parties in writing. Unless otherwise indicated in the Quote, Cummins will provide the labor and tools necessary to perform the Services and shall keep Customer's property free from
accumulation of waste materials caused by Cumminsoperations. Either party may terminate this Agreement with or without cause by providing thirty (380days written notice to the other.
2. CUSTOMER OBLIGATIONS. Customer shall provide Cummins safe access to Customer's site and arrange for all related services and utilities necessary for Cummins to perform the Services. During
the performance of the Services, Customer shall fully and completely secure all or any part of any facility where the Equipment is located to remove and mitigate any and all safety issues and risks,
including but not limited to facility occupants, customers, invitees, or any third party and or property damage or work interruption arising out of the Services, Customer shall make all necessary
arrangement to address and mitigate the consequences of any electrical service interruption which mightoccur during the Services, CUSTOMER IS RESPONSIBLE FOR OPERATING AND MAINTAINING
THE EQUIPMENT IN ACCORDANCE WIITH THE OWNER'S MANUAL FOR THE EQUIPMENT.
3. PAYMENT TERMS. Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins, payments are due thirty (am days from the date of the invoice. It 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 Services, It payment is not received when due, in
addition to any rights Cummins may have at law, Cummins may charge Customer eighteen percent (LB%) interest annually on late payments, or the maximum amount allowed by law. Customer
agrees to pay all Cummins' costs and expenses (including all reasonable attorneys' fees) related to Cummins' enforcement and collection of unpaid invoices, or any other enforcement of this
Agreement by Cummins, Unless otherwise stated, the Quote excludes all applicable local, state, or federal sales and/or use or similar taxes which Cummins is required by applicable laws to collect
from Customer and shall be stated on the invoice,
4. DELAYS. Any performance dates indicated in this Agreement are estimated and not guaranteed. Cummins shall not be liable for any delays in performance however occasioned, including any
that result directly or indirectly from acts of Customer or causes beyond Cummins' control, including but not limited to acts of God, accidents, fire, explosions, flood, unusual weather conditions,
acts of government authority, or labor disputes. AS A RESUL r OF 'NE OUTBREAK OP THE DISEASE COVID-19 ARISING FROM THE NOVEL CORONAVIRUS, TEMPORARY DELAY'S IN DELIVERY, LABOUR
OR SERVICES PROM CUMMINS AND ITS SUR -SUPPLIERS OR SUBCONTRACTORS MAY OCCUR, AMONG OTHER FACTORS, CUMMINS' DELIVERY OBLIGATIONS ARE suaiEcr TO CORRECT AND PUNCTUAL
SUPPLY FROM OUR SUB -SUPPLIERS OR SUBCONrRA croRs, AND CUMMINS RESERVES THE RFGHF FO MAKE PMnAL DELIVERIES OR MODIFY I rs LABOUR OR SERVICE, WHILE CUMMINS SHALL MAKE
EVERY COMMERCIALLY REASONABLE EFFORT ra MEET THE DELIVERY, SERVICE OR COMPLETION OBLIGATIONS str FOR rH HEREIN, SUCH DA FES ARE SUBJECT TO CHANGE,
S. WARRANTY. Cummins shall perform the Services in a reasonable and workmanlike manner. Parts and components supplied under this Agreement are governed by the express written
manufacturer's limited warranty. No other warranty for parts or components is provided under this Agreement. All Services shall be free from defects in workmanship for a perind of ninety (90)
days after completion &Services. In the event of a warrantable defect in workmanship &Services supplied under this Agreement ("Warrantable Defect"), Cummins' obligation shall be solely limited
to correcting the Warrantable Defect. Cummins shall correct the Warrantable Defect where (i) such Warrantable Defect becomes apparent to Customer during the warranty period; (ii) Cummins
receives written notice of any Warrantable Defect within thirty (am days following discovery by Customer; and (iii)Cummins has determined that there is a Warrantable Defect. Warrantable Defects
remedied under this provision shall be subject to the remaining warranty period of the original warranty& the Services. New parts supplied during the remedy& Warrantable Defects are warranted
for the balance of the warranty period still available from the original warranty of such parts. The remedies set forth in this Section 5 shall not be deemed to have failed of their essential purpose
so long as Cummins is willing to correct defective Services or refund the purchase price therefor.
6. LIMITATIONS OF WARRANTIES AND LIABILITY. THE REMEDIES PROVIDED IN THE LIMITED 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.
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 OPPORTUNRY, DAMAGE TO GOODWILL, AND DAMAGES CAUSED BY DELAYS) IN ANY WAY RELATED
TO OR ARISING FROM CUMMINS' SUPPLY OF PARTS OR SERVICES 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 PARTS AND SERVICES SUPPLIED
BY CUMMINS UNDER THIS AGREEMENT. BY ACCEPTANCE OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY
LOSS SHALL BE THE REMEDY PROVIDED HEREIN.
7. 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& this Agreement or the Services 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 presentany 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.
8. 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 &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.
9. GOVERNING LAW. This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of lIndiana without giving effect to any choice
&conflict of law provision. The parties agree that the courts of the State of lIndiana shall have exclusive jurisdiction to settle any dispute &claim arising in connection with this Agreement.
10. INSURANCE. Upon Customer's request, Cummins will provide to Customer a Certificate of insurance evidencing Cummins' relevant insurance coverage.
11. ASSIGNMENT. This Agreementshall be binding on the parties and their successors and assigns. Customer shall not assign this Agreement without the prior written consent of Cummins,
12. INTELLECTUAL PROPERTY. Any intellectual property rights created by either party, whether independently or jointly, in the course of the performance of this Agreement &otherwise related
to Cummins pre-existing intellectual property &subject matter related thereto, shall be Cummins' property. Customer agrees to assign, and does hereby assign, al 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 license or
any other rights to use any& the intellectual property rights of Cummins,
13. MISCELLANEOUS. Cummins shall be an independent contractor with respect to the Services performed under this Agreement. Al 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 the Quote. 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& enforceability& the remaining terms hereof.
14. ON-CALL SERVICES. Upon Customer's request, Cummins shall provide on-call services (repair, emergency work or other) on the Equipment ("On-call Services"), Any On-call Services shall be
invoiced to the Customer at the Cummins current hour rate (including traveling) and shall be governed by the terms and conditions of this Agreement.
1S. PRICING. To the extent allowed by law, actual prices may vary from the price at the time of order placement, as the same will be based on prices prevailing on the date of shipment. Subject
to local laws, Cummins reserves the right to adjust pricing on goods and services due to input and labor cost changes and other unforeseen circumstances beyond Cummins' control.
16. To the extent applicable, this contractor and subcontractor shall abide by the requirements of 41 CFR In 60-1.4(a), 69-300.S(a) and 60-741.S(a). These regulations prohibit discrimination
against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex,
sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The employee notice requirements
set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated by reference into this contract.
08.25.2022
„,111111111111
1111111111111111
lino 1111111111'111'1
Generator
Planned Equipment Maintenance
INSPECTION
INTERVALS AVAILABLE: WEEKLY. MONTHLY. QUARTERLY. SEMI-ANNUALLY OR ANNUALLY
B TTERIES AN ICATTERY CI-tA GER
• VisuaHy inspect battery terminal connections
• Verify electrolyte level, vent caps of all cells in the starting battery
system
• VisuaHy inspect wiring, connections and insulation
• Record battery charging functions
• Record battery information
• Record battery condition test
FU IIE 10„ SY sir OEM
• Visually inspect ignition system (Natural Gas and Propane Only)
• Record primary tank fuel level
• Inspect engine fuel system for leaks
• Visually inspect all engine fuel hoses, clamps, pipes, components
and fittings
• Visually inspect rupture/ containment basin
• Inspect day tank and controls (if applicable)
• Optional - fuel sample for laboratory analysis*
COOLING SY sir IIE
• Record coolant level
• VisuaHy inspect for coolant leaks
• Visually inspect drive belts condition
• Verify for proper coolant heater operation
• Record jacket water temperature
• Visually inspect fan, water pump, drives and pulleys
• Visually inspect all coolant hoses, clamps and
connections
• Visually inspect radiator condition
• Visually inspect louver for damage
• Visually inspect fan hub and drive pulley for mechanical
damage
• Record freeze point of antifreeze protection
• Record DCA level prior to changing coolant filter
• Optional - Coolant sample for laboratory analysis*
RICATION SYSTEM
• Visually inspect engine oil leaks
• Visually inspect engine oil lines and connections
• Record oil level
• Optional - Oil sample for laboratory analysis*
FULL SERVICE
INCLUDES INSPECTION
GENSET CONTROLS AND ACCESSORIES
• Visually inspect all engine mounted wiring, senders and
devices
• Visually inspect all control mounted
components and wiring
• Verify all connecting plugs are tightened and in
a good condition
• Visually inspect all accessory components and wiring
• Visually inspect and test lighting indicators
INTAKE 10' EXHAUST SYSTE" S
• Visually inspect air filter and housing
• Visually inspect all engine piping and connections
• Record air cleaner restriction
• Visually inspect engine exhaust system for leaks
• Visually inspect rain cap
• Optional — Air filter replacement*
• Optional - Clean crankcase breather or replace filters*
GEN AL CONDITIONS
• Visually inspect governor linkage and oil level
• Visually inspect guards
• Visually inspect enclosure
• Visually inspect engine and generator mounts
• Verify emergency stop operation
TRANISEER S TC
• Visually inspect controls and time delay settings
• Verify function of exercise clock and record settings from
controller
• Verify remote start control operation
• Record utility / source one voltage
,AFT ERTREAT • . IIENT (Upon re cluti,•st)
• Verify DEE level
• Record DPP restriction
• Visually inspect aftertreatment and controls
S ICHGOEAR (UponR le,qa,se st)
• Inspection and Full Service quote available upon request.
OPERATIONAL & IFUNCTIONAL REVIEW OF GENERATOR CRITICAL,. COMPONENTS
• Inspect engine cooling fan & fan drives for excessive wear or shaft wobble
• Check all pulleys, belt tensioners, slack adjusters & idler pulleys for travel, wear & overall condition
• Inspect / lubricate drive bearings, gear or belt drives, and other shaft connecting hardware
LUBRICATIO OIL & FILTI flON SERVICE
• Change engine oil
• Change oil, fuel and water filters
• Post lube services operations of genset (unloaded) at rated temperature
Additional Charge
Any additional repairs, parts, or service which are required will be brought to the attention of the owner. Repairs will only be made after proper
authorization from the owner is given to Cummins. Any additional repairs, maintenance or service performed by Cummins or a Planned Equipment
Maintenance Agreement holder will be at current Cummins labor rates.
Arc flash boundary and available incident energy shall be identified and marked on equipment being serviced or maintained.
ADDENDUM AGREEMENT
This addendum agreement (the "Addendum) is made as of January 4, 2023 ("Effective Date")
BETWEEN
CUMMINS INC. (hereinafter referred to as "Cummins)
AND
CITY OF TUKWILA (hereinafter referred to as "Customer")
(Individually a "Party" and collectively, the "Parties).
WHEREAS Cummins and Customer wish to enter into an agreement with
respect to maintenance services (Services);
WHEREAS the Customer has issued the IProfessional Services Agreement
(the "Agreement"), which includes terms and conditions;
WHEREAS the Parties wish to add or amend provisions of the Agreement;
THEREFORE the IParties agree as follows.
1. Notwithstanding anything to the contrary in the Agreement, Cummins
shall only have the obligation under the Agreement to defend, indemnify
and hold harmless the Customer or the project site owner and ultimate
user of the Equipment from and against third party claims, and damages,
loss or expense (including reasonable attorney fees) arising from such
third -party claims, to the extent caused by the negligence or willful
misconduct of Cummins.
2. Notwithstanding anything to the contrary in the Agreement, and to the
extent permitted by applicable law, the maximum liability, if any, of
either Party for any damages, including without limitation, agreement
damages and damages for property, whether arising from Cummins'
breach of agreement, breach of warranty, negligence, strict liability, or
other tort, is limited to an amount not to exceed $500,000, which shall
be the sole and exclusive remedy under the Agreement (as amended by
this Addendum). In no event shall either Party be liable for indirect,
incidental, special, punitive, or consequential damages of any kind
(including without limitation downtime, loss of profit or revenue, loss of
data, damage to goodwill) howsoever caused or arising from the
Agreement (as amended by this Addendum) or the breach of the
Agreement (as amended by this Addendum), whether in indemnity, tort,
contract, or otherwise. Nothing in the Agreement (as amended by this
Addendum) excludes or limits liability for death or personal injury caused
by a party's negligence or wilful misconduct. By acceptance of the
Addendum, Customer acknowledges Customer's sole and exclusive
remedy against Cummins for any loss under the Agreement shall be the
remedy provided herein.
3. Notwithstanding anything to the contrary in the Agreement, only
manufacturerslimited warranties shall apply for select parts and
components, as defined by the respective part or component
manufacturer's limited warranties.
4. For Services, notwithstanding anything to the contrary in the Agreement,
only Cummins following warranty shall apply. All Services shall be free
from defects in workmanship for a period of ninety (90) days after
completion of Services. In the event of a warrantable defect in
workmanship, Cummins' obligation shall be solely limited to correcting
the defective workmanship. Cummins shall correct the nonconforming
Services where (i) such nonconformity becomes apparent to Customer
during the warranty period; (ii) Cummins receives written notice of any
nonconformity within thirty (30) days following discovery by Customer;
and (iii) Cummins has determined that the Services are nonconforming.
(EFIM2748739.DOCX;2/13175.000001/ 1
Services corrected or re -performed shall be subject to the remaining
warranty period of the original warranty of the Services. New parts
supplied during correction or re -performance of Services are warranted
for the balance of the warranty period still available from the original
warranty of such parts. The remedies set forth in this Section shall not
be deemed to have failed of their essential purpose so long as Cummins
is willing to correct defective Services or refund the purchase price
therefor. CUMMINS EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY AND WARRAINTY FOR FITNESS OF A PARTICULAR
PURIPOSE, TO THE EXTENT PERMITTED 6Y LAW. THE WARRANTIES SET
FORTH IHEREIIIN ARE THE SOLE WARRANTIES MADE 8YCUMMINS.
5. Notwithstanding anything to the contrary in the Agreement, any
intellectual property rights created by Cummins in the course of the
performance of the Agreement (as amended by this Addendum) or
otherwise shall remain Cummins' property. Nothing in these conditions
shall be deemed to have given Customer a license or any other rights to
use any of the intellectual property rights of Cummins. Customer's rights
in and to the Cummins' intellectual property are limited to those rights
as expressly set forth in the Agreement (as amended by this
Addendum). All rights not expressly granted to Customer under the
Agreement (as amended by this Addendum) are expressly reserved by
Cummins.
6. Notwithstanding the insurance requirements in the Agreement,
Cummins shall not be; subject to maximum deductibles; required
to carry Tenant's Legal ILiability; required to produce copies of its
insurance policies; and shall evidence its insurance on a standard
ISO Certificate of Insurance. 30 days' notice of cancellation will be
given by the insurer to Cummins and same shall be promptly
relayed to the Customer upon receipt.
7. Notwithstanding anything to the contrary in the Agreement, any audit
rights under the Agreement shall be limited to the documents and
invoices directly relating to the Agreement, shall be performed on-site,
and no more than once per year, as per Cummins' confidentiality's
policies. Customer shall have no right to make copies of any document,
unless the audit is occurring in conjunction with a Washington State
Auditor's requirement or records are requested pursuant to public
records request received under Chapter 42.56.RCW.
8. Notwithstanding anything to the contrary in the Agreement, Cummins
shall not provide any results of any employee background check
conducted in connection with the Agreement or previously conducted in
connection with an employee's hiring.
9. Notwithstanding anything to the contrary in the Agreement, Cummins
shall not be liable for any delays in performance that result directly or
indirectly from acts of Customer or causes beyond Cummins' control,
including but not limited to acts of God, accidents, fire, explosions, flood,
unusual weather conditions, acts of government authority, or labour
disputes.
10. NOTICE:Asaresult ofthe outbreaks ofthe disease COVI[3-19 arising from
the novel coronavirus, temporary delays in delivery, labor or services
from Cummins and its sub -suppliers or subcontractors may occur.
Among other factors, Cummins delivery is subject to correct and
punctual supply from our sub -suppliers or subcontractors, and Cummins
reserves the right to make partial deliveries or modify its labororsenvice.
While Cummins shall make every commercially reasonable effort to
Executed by the duly authorized representatives of the Parties.
CUMMINS CUMMINS INC. CUSTOMER
Signature
Printed Name
Title
PEM Sales Director
{EFM2748739.110CX;2113175.0000011 } 2
meet the delivery, service or completion described herein, such date(s)
is subject to change.
11. In the event of any conflict between the Agreement and this Addendum,
this Addendum shall control.
CITY OF TUKWILA
[Signature Page Follows]
214neclvca SeamlessDoae.aoex,—
1d8o0a62 742 4 c0 6635 7c 6a2a
Allan Ekberg, Mayor
CITY OF TUKVVILA CAPITAL PROJECT SUMMARY
2023 10 2028
PROJECT: Lift Station Generators Load Bank Testing Project No. 80040102
DESCRIPTION: Perform an annual test on all Lift Stations generators that's more extensive than the weekly routine check
currently conducted by the crews.
JUSTIFICATION: Performing load bank testing on generators annually will avoid failure of generators during a time of need. The
testing will also elongate the life of generators by more than 25%.
STATUS: Current test was recommended after performing a study of our existing lift stations generators.
MAINIT. IMPACT: None.
COMMENT: Approximately one-third of lift stations generators would be tested a year.
FINANCIAL
(in $000s)
Through Estimated
2021 2022 2023
2024
2025
2026
2027
2028
BEYOND TOTAL
EXPENISES
Design
Land (RIW)
Const. Mgmt.
Peak Testing
25
25
25
25
25
25
25
175
TOTAL EXPENSES
0
0
25
25
25
25
25
25
25
175
FUND SOURCES
Awarded Grant
0
Proposed Grant
0
Mitigation Actual
0
Mitigation Expected
0
Utility Revenue
0
0
25
25
25
25
25
25
25
175
TOTAL SOURCES
0
0
25
25
25
25
25
25
25
175
Project Location:
Entire System
00orororm,00mooroormoom.woommorr
L.
71
2023 - 2028 Capital improvement Program