HomeMy WebLinkAboutCummins, Inc. - Service Agreement �� cri�3 - Cummins Inc.
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1905 Central Ave.
,'s a Yakima, WA 9890
NI: Phone: (509) 248-9033
PLANNED EQUIPMENT MAINTENANCE AGREEMENT
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Quote Information
City Of Yakima Name: Robert Brown Quote Date: 4/2/2019
129 N 2nd Street Phone: (509) 576-6637 Quote Expires: 6/1/2019
Yakima, WA 98901 Cell: (509) 406-7103 Quote ID: QT-5208
Customer#: 253053 Fax: (509) 576-6364 Quoted By: Jeff Wilkins
Payment Type: Pay As You Go E-mail: robert.brown@yakimawa.gov Quote Term: 3 Year
Total Original Amount: $2,294.32
Discount: ($114.72)
Total Agreement Amount:* $2,179.60
*Quote does not include applicable taxes
Comment:
Total Agreement Amount Does Not Include Applicable Taxes. Please call (425) 235-3400 for invoice total prior to
sending payment.
Please return signed agreement to:
Cummins Sales and Service
1030 SW 34th St, Suite A
Renton, WA 98057
Phone: (425) 235-3400
Fax: (425) 254-8964
Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to buy from Seller, the foregoing products/services upon the terms and
conditions set forth in the "Planned Equipment Maintenance Agreement Terms and Conditions" attached hereto, which are hereby
incorporated herein by reference.
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Signature: AV/HCOV/1--- Signature: Criuri"- cl-
Date: (- I l Date: 6I3/24x 9
CITY CONTRACT NO: PL 'V 41
RESOLUTION NO:--, ,CA--
o Sales and Cummins Inc.
001 Service 1905 Central Ave.
Yakima, WA 9890
Phone: (509) 248-9033
Fax: (509) 457-8953
PLANNED EQUIPMENT MAINTENANCE AGREEMENT
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' usfome Contact Quote Information
City Of Yakima Name: Robert Brown Quote Date: 4/2/2019
129 N 2nd Street Phone: (509) 576-6637 Quote Expires: 6/1/2019
Yakima, WA 98901 Cell: (509) 406-7103 Quote ID: QT-5208
Customer#: 253053 Fax: (509) 576-6364 Quoted By: Jeff Wilkins
Payment Type: Pay As You Go E-mail: robert.brown@yakimawa.gov Quote Term: 3 Year
Site Name: BEECH STREET LIFT STATION
Unit Name: BEECH STREET4 �• -";sy='k .LS`� vA� IlAontti'=of°'',.: °.,. .:�,:.._: ::•,.-:,.�;'. .:
Make: Cummins 1st Service Service Type Qty Sell Price Extended Price
Model: DSGAB-1717823 1 April Full Service 1 $698.18 $698.18
S/N: K170278158 Year 1 Total:$698.18
Size: 125kW 2 April Full Service 1 $718.95 $718.95
ATS Qty: 1 Year 2 Total:$718.95
Notes: 3 April Full Service 1 $762.46
$762.46
Year 3 Total:$762.46
Total Original Amount: $2,294.32
Discount: ($114.72)
Total Agreement Amount:* $2,179.60
*Quote does not include applicable taxes
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" or "City") and Cummins and supersedes any previous
agreement or understanding(oral or written)between the parties with respect to the subject matter of this Agreement.
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 indude 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 supplemental documentation.Cummins shall provide the Services in a safe and workmanlike
manner.Cummins has licenses,authorizations,or registrations necessary to perform the Services.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 Cummins' operations. 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 for any and all safety issues that an electrical service
interruption might cause, including but not limited to injury to facility occupants,customers,invitees,or any third party and/or property damage or work interruption arising
out of the Services.Either partymayterminate this Agreement with or without cause by providing thirty(30)days written notice to the other.
2.PAYMENT TERMS. If Customer has approved credit,as determined by Cummins,payment terms are net thirty(30)days from the date of invoice unless otherwise specified
in the Quote. If payment is not received when due,in addition to any rights Cummins has under the la wand charges that Cummins may levy against Customer under statute
(induding attorney fees and costs of collection), Cummins may charge Customer eighteen percent(18%)annually,or the maximum amount allowed by law,on late payments.
Payment shall be due in advance if Customer does not have approved credit.
3.Prevailing Wage
This project is considered Public Work and shall be completed in accordance with 39.04 RCW. This is a Prevailing Wage project. Intent to Pay Prevailing Wages,and Affidavit of
Prevailing Wages paid must be filed by both the General Contractor and any Subcontractors working on the project,at Contractor's expense,and posted as approved by Labor
and Industries(L&I)prior to payment.See attached contract for further details.
1.Prevailing Wages
The Contractor will comply with all provisions of Chapter 39.12 RCW-Prevailing Wages an Public Work.
a. RCW 39.12.010-the Prevailing Rate of Wage. It is solely the responsibility of the Contractor to determine the appropriate prevailing wage rate for the services
being provided.
b. RCW 39.12.040-Statement of Intent to Pay Prevailing Wages and an Affidavit of Wages Paid.Before an awarding agency may pay any sum due on account,it
must receive a statement of Intent to Pay Prevailing Wages approved by the Department of Labor and Industries. Following final acceptance of a public work project,
and before any final money is disbursed, each contractor and subcontractor must submit to the awarding agency an Affidavit of Wages Paid, certified by the
Department of Labor and Industries.
c. RCW 39.12.070-Fees Authorized for Approval Certification and Arbitrations. Any fees charged by the Department of Labor and Industries for approvals or fees
to cover costs of arbitration conducted shall be the responsibility of the Contractor.
The State of Washington prevailing wage rates applicable for this public works project,which is located in Yakima County,may be found at the following website address of the
Department of Labor and Industries: https://fortress.wa.gov/Ini/wagelookup/prvWagelookup.aspx.
Based on the quote submittal for this project,the applicable effective(start)date of this project for the purposes of determining prevailing wages is the quote date.A copy of
the applicable prevailing wage rates are also available for viewing at the City of Yakima Purchasing office,located at 129 N 2nd Street,Yakima,WA 98901. Upon request,the
City will mail a hardcopy of the applicable prevailing wages for this project.
4.DELAYS.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 labor disputes.
5.WARRANT/. Limited warranties apply for select parts and components as defined by the respective component manufacturer's limited warranties.All Services shall be free
from defects in workmanship for a period of one (1)year after completion of Services. In the event of a warrantable defect in workmanship, Cummins' obligation shall be
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 reasonably
determined that the Services are nonconforming. 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 4 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 ON WARRANTIES AND REMEDIES.
Cummins expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability and warranty
for fitness of a particular purpose, to the extent permitted by law. The warranties set forth in Section 5 and herein are the sole
warranties made by Cummins.Some states do not allow limitation on warranties, so these limitations may not apply to you.
THE MAXIMUM LIABILITY, IF ANY, OF EITHER PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, AGREEMENT DAMAGES
AND DAMAGES FOR PROPERTY, WHETHER ARISING FROM CUMMINS' INDEMNITY ARE UNDER, BREACH OF AGREEMENT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, IS LIMITED TO AN AMOUNT NOT TO EXCEED ONE HUNDRED THOUSAND
DOLLARS($100,000.00). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES O F ANY KIND (INCLUDING WITHOUT LIMITATION DOWNTIME, PROPERTY DAMAGE, LOSS OF PROFIT OR REVENUE, LOSS OF
DATA , DAMAGE TO GOODWILL) HOWSOEVER CAUSED ARISING FROM THIS AGREEMENT OR THE BREACH OF THIS AGREEMENT,
WHETHER IN INDEMNITY,TORT, CONTRACT, OR OTHERWISE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR DEATH
OR PERSONAL INJURY CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. BY ACCEPTANCE OF THIS
AGREEMENT, CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY
PROVIDED HEREIN.
7.INDEMNITY. Each partyshall indemnify and hold harmless the other party,its affiliates,subsidiaries,elected and appointed officers,directors,agents and employees from and
against any and all third party losses, costs,liabilities, damages and expense, including reasonable attorney and expert fees (collectively, "Losses"), subject to the limitations
on claims and damages in Section 5,attributable to bodily injury or property damage to the extent it is conclusively determined that such Losses were directly caused by
the negligence or willful misconduct of such party.The party seeking indemnification shall give written notice to the other party promptly upon learning of the events giving rise
to such claim; provided, however, that failure to provide such notice promptly shall only relieve an indemnifying party of its obligations here under to the extent it is
prejudiced by such delay. The indemnifying party shall select counsel to control and manage the defense of a claim and the settlement thereof and shall keep the
indemnified party apprised of all material developments with respect to such claim.The indemnified party ma y,at its expense,select additional co-counsel. The indemnifying
party shall have no obligation to indemnify or hold harmless the indemnified party for any Losses conclusively determined to be caused by the negligence or willful misconduct of
the indemnified party.
8.CONFIDENTIALITY. Each party shall,to the extent permitted by public disclosure laws and in full accordance with RCW 42.56,keep confidential any information received from
the other that is not generally known to the public at the time ofdisclosure, would reasonably be understood by the receiving party to be proprietary or confidential, whether
aisoosea in oral,wntten,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 shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to any choice or conflict
of law provision. The parties agree that the courts of the State of Washington, County of Yakima, shall have exclusive jurisdiction to settle any dispute or
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
compliant with the following terms and provisions:
1.At all times during performance of the Services,Cummins shall secure and maintain in effect insurance to protect the City and its elected and appointed officials,
officers, employees, agents and volunteers from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this
Contract.Cummins shall provide and maintain in force insurance in limits no less than that stated below,as applicable. The City reserves the right to require higher
limits should it deem it necessary in the best interest of the public.
2.Commercial General Liability Insurance. Before this Contract is fully executed by the parties,Cummins shall provide the City with a certificate of insurance as proof
of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars($2,000,000.00)per occurrence
combined single limit bodily injury and property damage,and Two Million Dollars(S2,000,000.00)general aggregate(per project). The policy shall include employer's
liability(Washington Stop Gap). The certificate shall clearly state who the provider is,the coverage amount,the policy number,and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City,its elected officials,officers,agents,employees,
and volunteers as additional insureds.The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State
of Washington.
3 Commercial Automobile Liability Insurance.
a. If Cummins owns any vehicles, before this Contract is fully executed by the parties, Cummins shall provide the City with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars($2,000,000.00)per
occurrence combined single limit bodily injury and property damage. Automobile liability will apply to"Any Auto"and be shown on the certificate.
b. If Cummins does not own any vehicles,only"Non-owned and Hired Automobile Liability"will be required and may added to the commercial liability coverage at the
same limits as required in that section of this Contract,which is Section 2 entitled"Commercial Liability Insurance".
c. Under either situation described above in Section 3.a and Section 3.b, the required certificate of insurance shall clearly state who the provider is,the coverage
amount,the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall
name the City,its elected officials,officers,agents,employees,and volunteers as additional insureds.The insurance shall be with an insurance company or companies
rated A-VII or higher in Best's Guide and admitted in the State of Washington.
11.ASSIGNMENT. This Agreement shall be binding on the parties and their successors and assigts.Customer shall not assign this Agreement without the prior written consent
of Cummins.
12. INTELLECTUAL PROPERTY. Any intellectual property rights created by Cummins in the course of the performance of any Agreement 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.
13.MISCELLANEOUS. Cummins shall be an independent contractor with respect to the Services performed under this Agreement All notices under this Agreement shall be in
writing and be delivered personally,mailed via firstclass 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 or enforceability of
the remaining terms hereof.