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HomeMy WebLinkAboutFD07-196 - Original - Bauer Compressors, Inc. - H25-D Single Drive Mobile Skid Mounted Compressor - 05/10/2007 n rrl c l�/1 a �� �a �P m P ��f ��� ■ t. v v 0 v� �! A . ■ �a a�_ ■ a a v . a ■ v . . %.., �-�KEN T Document q F ' WASMINGTON gene ice' CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. 6 � Vendor Name: VIPk^ � `c^�� Vendor Number: JD Edwards Number Contract Number: FD07_ 0(p This is assigned by Deputy City Clerk Description: Detail: f nn Project Name: Q• S;22Contract Effective Effective Date: O? 7 Termination Date: Contract Renewal Notice (Days): z Number of days required notice for termination or retiewal or amendment Contract Manager: ' �+ Department: WI Abstract: S•Pubbc\RecordsManagement\Forms\ContractCover\ADCL7832 07102 KENT WA5NINGTON GOODS & SERVICES AGREEMENT between the City of Kent and Bauer Compressors, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Bauer Compressors, Inc organized under the laws of the State of Virginia, located and doing business at 2464 Trrpaldr Way, Hayward, California (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City- One H25-D Single Drive Mobile Skid Mounted Compressor: The shipping, and training of one (1) H25-D Single Drive Mobile Skid Mounted Compressor with the engine controls on the compressor per the drawing dated 12/7/2006, one (1) CFSII-2 containment fill station with, cascade controls on the right side, as per the drawing dated 12/14/2006 version 3 and remote fill to supply air to existing HP hose reel, and their associated equipment in accordance with Vendor's quote, dated October 24, 2006, attached and incorporated as Exhibit A. The total cost for this equipment, including tax, shipping, and training of City staff shall not exceed $58,153 94 Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by June 30, 2007 III. COMPENSATION. The City shall pay the Vendor an amount not to exceed FIFTY-EIGHT THOUSAND ONE HUNDRED FIFTY-THREE AND 94/100 (S58,153 94), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement This is the maximum amount to be paid under this Agreement for the work described in Section I above and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed Change Order City shall pay the Vendor the following amounts according to the following schedule GOODS &SERVICES AGREEMENT- 1 (Over $10,000 00, including WSST) . t The Vendor shall submit an invoice to the City for the goods and services contemplated in this Agreement at the time the compressor is shipped FOB destination. Upon the City's receipt of the goods and a proper invoice from Vendor, the City shall provide payment to Vendor within forty-five (45) days of receipt of the invoice or the goods, whichever occurs later If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion 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 from other sources, 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 attorney tees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment Waiver of Claims. THE MAKING OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement and that the Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. 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 the person listed in the notice provision section of this Agreement, section XIII (D), 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 or an oral order from the City before actually receiving the written change order 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 in subsections A through E of Section VII, Claims, below. GOODS &SERVICES AGREEMENT-2 (Over S10,000 00, including WSST) h * ' 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. VII. CLAIMS. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first. 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. At a minimum, a Vendor's written claim shall include the information set forth in subsections A,items 1 through 5 below. 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 OR CAUSED BY THAT DELAY. A Notice of Claim. Provide a signed written notice of claim that provides the following information- 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined, and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. 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 or oral order (including directions, instructions. interpretations, and determination) GOODS &SERVICES AGREEMENT- 3 (Over$10,000 00, including WSST) ` 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). VIII. LIMITATION OF ACTIONS. VENDOR MUST,-IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington to the extent that any defect is caused by parts and products manufactured by Vendor or its agents and assigns With respect to defects of those parts and products, Vendor warrants they are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City 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 as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction To the extent any defect is caused by a part not manufactured by Vendor or its agents or assigns, such defect shall be subject to the warranty provisions attached and incorporated as Exhibit B. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, 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. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 12, and upon completion of the contract work, file the attached Compliance Statement XI. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference XII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall he responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. 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 XIII. MISCELLANEOUS PROVISIONS. GOODS &SERVICES AGREEMENT-4 (Over$10,000 00, including WSST) t A. Recyclable Materials Pursuant to Chapter 3 80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington If the parties are unable to settle any dispute, difference or claim ansing from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference of claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringmg such claim or lawsuit, in addition to any other recovery or award provided by law. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary Any written notice hereunder shall become effective three (3) business 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 or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. 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 i epresentative of the City and Vendor. G. Facsimile Signature Either party may execute and deliver this Agreement by telephone facsimile and that signature shall have the same force and effect as if executed in original H. Counter?arts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. I. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail J. Comphance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. GOODS &SERVICES AGREEMENT-5 (Oven $10,000 00, including WSST) VENDOR: CITY: BAUER COMPRE RS, INC. CITY OF KENT By• By: (stgna ure (signature) Print Name:william Dickson Print N e S ette Cooke Its Sales Manager, Breathing Air Products Its Ma vox (Tale) DATE: 04/24/07 DATE: o NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY: Attn: Tim McGuire Pat Pawlak, Division Chief Bauer Compressors, Inc. City of Kent Fire Department 267 E. Airway Blvd. 220 Fourth Avenue South Livermore, CA 94551 Kent, WA 98032 (510) 887-1927 (telephone) (253) 856-4305 (telephone) (510) 887-8993 (facsimile) (253) 856-6400 (facsimile) APPROVED AS TO FORM: l en Law D ent P 1Crvil\FileslOpenFiles10040-20071BauerCompressorsAgreement doc GOODS&SERVICES AGREEMENT-6 (Over$10,000 00, including WSST) f DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement, The questions are as follows: 1 I have read the attached City of Kent administrative policy number 1.2. 2. Dunng the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the f re trements referenced above. Dated this 24th ay of ril 200 7 . By. For Bauer Compressors, Inc, Title Sales Manager, Breathing Air Products Date: 04/24/0 7 EEO COMPLIANCE DOCUMENTS- 1 of CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES- April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps. 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments 1. Ensuring that contractors, subcontractors, consultants. and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS -2 of 3 „ r CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Bauer compressors, Inc. Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known asx25-1) single Drive Mobile skid Mtd, comprdiat was entered into on the4/24/07 (date) , between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement Dated this 24th day of April , 200 7 /JJJ Ja _J / x "0/ B y: For: Bauer Compressors. Inc Title Sales Manager, Breathing Air Products Date: 04/24/07 EEO COMPLIANCE DOCUMENTS -3 of 3 GOMPRES5 ti BAUER COMPRESSORS, INC. 2464 Tripaldi Way Hayward, California 94545 Telephone: 510-887-1927 QUOTATION FOR Telefax: 510-887-8993 City of lKa.nt Fire Department Date : 10/24/2006 Company Name: City of Kent F.r3 Department Contact : Capt. Beth G:rllup and/or Lt. Bill Kennedy Fax : 253-856-6300 Email : fire&i.kentme.us ITEM OTY DESCRIPTION AMOUNT 1 1 H25-D Singly: Drive Mobile Skid $41,542.42 Working Pres sure: 6,000 psi Charging Rate: 25.2 sefm Horsepower. Diesel Drive 37 water cooled Purification: F15 Secures Including: EIEictrical Wiring Harness to Controls on Fill Station and Electronic C-C) Monitor w/Calibration Klt (Auto. Cascla!le Not Available) 2 1 CFSII/3S Contaiment Fill Station with $10,865.00 Compressor :ontrols, Daul Function Cascade Ca ntrols and Remote Fill to Supply Air to Existing HP Hose Reel Sub Total $52,407,42 Tax 8.9% $4,664.26 Freight $1,100.00 Total $58,153.94 Prkm do not induda shippingthandling chwges or sales tax unless spedfled. Quotation prices are valid for 60 days.Call Bauer SF(510)887-1927 if past expiration date. Thank you for the:;opportunity to submit this quotation. If you have any questions please give us a call. Hortie Office: 1328 Azalea Carden Road, Norfolk, Virginia 23502 Telephone: 757-855-6006 FAX-757-857-1041 b00/E00 18 3S 1:13nva E66919901.9 XYj 09 91. 90oZ/bZ/01. BAUER COMPRESSORS, INC. 1328 Azalea Garden Road Norfolk, Virginia 23502 Phone: 757-855-6006 Fax- 757-857-1041 RoFmPFRESSORS e-mail- bill dckson@bauercomp.com To: The City of Kent Fire Department From: William Dickson Attn: Division Chief Pat Pawlak Ext: 290 Phone:253-856-4305 Pages: 4 Fax: 253-856-6400 Date: 3/13/07 Subj: Goods&Services Agreement CC: Tim McGuire, Bill Lundgren ❑ Urgent ® For Review ❑ Please Comment ❑ Please Reply ❑Please Recycle Dear Division Chief Pawlak, Please see the attached and feel free to give me a call after your review. Bi t Rrds, J( pre ors,Inc. ID i�n el nSales Manager, Breathing Air Products I ' 'I p encl Y � 'C/, V „I��17 r A COMPRESSOR: BAUER COMPRESSORS, INC. 1328 AZALEA GARDEN ROA1 March 13, 2007 NORFOLK, VIRGINIA 23502 TELEPHONE 757-855-6006 Pat Pawlak, Division Chief City of Kent Fire Department 220 Fourth Avenue South Kent, WA 98042 Subject: Goods & Services Agreement for High Pressure Breathing Air Compressor System Dear Division Chief Pawlak First and foremost thank you for intrusting in our supply of an additional high pressure breathing air compressor system Listed is a synopsis of commentary regarding the mentioned Agreement. My comments are in the same order as presented in the document- I. Description of Work: o I have attached an email communique indicating that removal of the existing and installation of the new compressor system shall be undertaken by Fire Department personnel. a_I_la ye attask@4 a_eapy ef_our sta+i4a-4 w a xaxxC7 o tP} ent RGp&krP4 4446ig33E}2c are et, -toll F 5,@ar a4e repair 4 s i4 41. Exhibit C Insurance Requirements, Sub Section Titled Other Insurance Provisions: o With respect to Item #1 we suggest the Primary and Non-Contributory portion be waived In summation, we thank the City of Kent for their valued order and are prepared to execute the aforementioned agreement once the amendments have been agreed upon and the agreement is resubmitted to me. If you or anyone of your designation would like to discuss any aspects of the agreement please do feel free to give me a call at 757-858-5158. Best Regards, B C P SSORS' I on Sales Manager, Breathing Air Products CC: Tim McGuire Bill Lundgren WARRANTY RECIPROCATING COMPRESSOR PRODUCTS BAUER COMPRESSORS, INC warrants that this product conforms to applicable drawings and specifications approved in writing by BAUER COMPRESSORS, INC and that in the case of corn- ' piessois utilized in breathing an packages,the compressor and BAUER manufactured components are warranted free of defects in both material and workmanship for a period of eighteen months from date of shipment from BAUER or twelve months from date of start-up, whichever occurs fiist Compressors utilized in non-breathing an compressor packages are warrantable as above except the term of the warranty is eighteen months from date of shipment,twelve months from date of start-up of three thousand operating hours, whichever occurs first Start-up/warranty registration for ins are to be on file at BAUER COMPRESSORS, INC within thirty days from date of start-up If within such peiiods BAUER COMPRESSORS, INC receives from the Buyer written notice of any alleged defect in of non-conformance of the product,and if in the judgement of BAUER COM- PRESSORS, INC the product does not conform or is found to be defective in material or work- manship, BAUER COMPRESSORS,INC will at its option,either (a) upon return of the component FO B to BAUER COMPRESSORS, INC plant in Norfolk, Vuguria, the part will be repaired or replaced, or credit issued (defective material must be shipped within 30 days of receipt of authorized return instructions), with return freight charges to be mcurted by the customer, or (b) furnish a service representative to correct the defective workmanship Deterioration or wear occasioned by chemical and/oi abrasive action, excessive heat or abuse shall not constitute defects See Watianty Provisions The sole responsibility of BAUER COMPRESSORS, INC and Buyers exclusive remedy heieun- dei is hnuted to such iepatr, replacement and iepayment of the purchase price Component parts or assemblies not manufactured by BAUER COMPRESSORS, INC are warranted only to the extent that they ate warranted by the original manufacturer BAUER COMPRESSORS, INC shall have no responsibility for any cost of expense incurred by Buyer due to the inability of BAUER COM- PRESSORS, INC to repair under said warranty when such inability is beyond the control of BAUER COMPRESSORS, INC or IS caused solely by the Buyer If it is neccssary to claim against this warranty, it will help to have a service record book showing that regular maintenance work has been carried out and that damage has not been caused by msuffi- cient maintenance The company's representative may require proof of maintenance prior to iem- denng any decision on the validity of a warranty request THERE ARE NO OTHER WARRANTIES, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND/OR FITNESS FOR PURPOSE, NOR ANY AFFIRMATION OF FACT OR REPRESENTATION WHICH EXTENDS BEYOND THE DESCRIPTION ON THE FACE HEREOF This warranty shall be void and BAUER COMPRESSORS, INC shall have no responsibility to repair, replace, of repay the purchase price of defective or damaged parts or components resulting directly of indirectly fiom the use of repair of replacement parts including filter and separator ele- ments of oil not manufactured or approved by BAUER COMPRESSORS, INC or fiom Buyels failure to store, maintain, and operate the product according to recommendations contained in the INSTRUCTION MANUAL AND REPLACEMENT PARTS LIST included with your order and standard engineer mg practices BAUER COMPRESSORS, INC. 1328 Azalea Garden Road, Norfolk Viiginia 23502 Phone (757) 855-6006 Telefax (757) 855-6224 FOR-0063 05/21/03 EXHIBIT C INSURANCE REQUIREMENTS Insurance The Vendor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, employees or subcontractors, as required by this Exhibit D and as amended by Vendor to its December 9, 2005, letter, at Section XII on pages 1 and 2 of said letter, and the City's December 12, 2005, email response through Chris Hills, its Risk Manager, both of which are appended at the end of this Exhibit D. Minimum Scope of Insurance Vendor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering 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 liability coverage 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Vendor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington Minimum Amounts of Insurance Vendor shall maintain the following insurance limits 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. EXHIBIT C EXHIBIT C (Continued ) Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Vendor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 2. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Vendoi 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 certified copy of all required insurance policies. The Vendor's Commercial General Liability insurance shall also 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. 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 Vendor 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 Vendor before commencement of the work. F. Subcontractors Vendor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Vendor EXHIBIT C k , ACORD. CERTIFICATE OF LIABILITY INSURANCE 3i6i200 m"' PRODUCER Phone 757-622-4573 Fax 757-622-4108 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION HRH of Virginia- Norfolk ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE World Trade Center HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 101 West Main Street, Suite 3000 Norfolk VA 23510 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA Great Divide Insurance Co 25224 Bauer Compressors Inc. INSURERS CHARTER OAK FIRE INSURANCE CO 25615 Attn Leslie R Rhue INSURERC American International Specia 26883 1328 Azalea Garden Road Norfolk VA 23502 INSURERD TRAVELERS INDEMNITY 25666 NSURER E COVERAGES 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 AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR DD' POLICY NUMBER POLICYEFFECTIVE POLICY EXPIRATION LIMITS L A GENERAL LIABILITY BKO01035512 1/1/2007 1/1/2008 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurence $50,OOO X CLAIMSMADE F—IOCCUR MED EXP(Anyone person) $ X 25,OOO PERSONALBADV INJURY $ 1, OOO,OOO GENERALAGGREGATE $ 2, 000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PRO1-1 LOC JECT B AUTOMOBILE LIABILITY Y8106359B506COF07 1/1/2007 1/1/2008 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO (Ea aoceienl) ALLOWNEDAUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Peracmdent) X Leased PROPERTY DAMAGE $ (PeraxldenQ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANYAUTO OTHERTHAN EAACC $ AUTO ONLY ASS $ C EXCESSIU MBRELLA LIABILITY 9746777 1/l/2007 1/1/2008 EACHOCCURRENCE $ 10,000,000 X OCCUR D CLAIMS MADE AGGREGATE $ 10,000,000 DEDUCTIBLE $ X RETENTION $10, 000 $ D WORKERS COMPENSATION AND YHUB6291B63607 1/1/2007 1/l/200$ WOSTATuf OTH EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE EL EACHACCIDENT $ 1,OOO,000 OFFICER/MEMBER EXCLUDED? EL DISEASE.EA EMPLOYEE $ 1,000,000 If yes,describe under SPECIAL PROVISIONS below EL DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of Kent is included as additional insured with respects to General Liability and Auto Liability Fax 253-856-6770 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City of Kent _ _ _ BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE 220 Fourth Ave South CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO Do SO Kent WA 98032 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE ACORD 25(2001108) OA1CORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) 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) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing msurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon ACORD 25(2001/08) 05/07/2007 08: 20 2538566300 FIRE ADMIN PAGE 02/02 ENDORSEMENT This endorsement forms a part of the policy to which it Is attached. Please read It carefully, ADDITIONAL INSURED—OWNERS, LESSEES OR CONTRACTORS— SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under tho following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: 'Any person or organization when you and such person or organization have agreed In writing in a contract or agreement that such person or orpanl2ation be added as an additional Insured on a primary/non- contributing basis on our oil ' Who is An Ineurod(Section II)is amended to include as an insured any person or organization for whom you are performing operations when you and such person or organization have agreed In wrlling in a contract or agreement that such person or organization be added as an additional Insured on your policy. Such person or organization Is an additional insured only with respect to liability arising out of your ongoing operation W performed for that insured. A person's or organization'&status as an insured under this endorsement ends when your operations for that insured are completed. - The coverage provided hereunder shall be primary and not contributing with any other Insurance available to those designated shove under any other third parry liability policy, Includes eopyrlghtod material of insurance Services Office.Inc.with-its permission, SC-2154(02-03) Page t of t Z00'd b�6b'01: L0/L0/S0 u4 White, Tammy From: Hills, Chris Sent: Thursday, May 03, 2007 8 49 AM To: Martin, Margaret Cc: White, Tammy Subject: RE Bauer Compressors Contract Margaret, Given the nature of this contract, I will accept the claims made policy provided by Bauer. We do need Bauer to provide the endorsement naming the City as an Additional Insured as Tammy points out. You should be able to contact them directly to request that. If there are any questions, please call me. Chris Hills -----Original Message----- From: Martin,Margaret Sent: Thursday, May 03,2007 7 51 AM To: Hills,Chris Subject: FW Bauer Compressors Contract Thank you so much for your help and explanation. I understand much better what we are looking at here. Margaret Martin Kent Fire Administration 253-856-4312 This message is private or privileged if you are not the person for whom this message is intended,please delete it and note me immediately,and please do not copy or send this message to anyone else ----Original Message----- From: White,Tammy Sent: Tuesday, May 01,2007 10 24 AM To: Martin, Margaret Subject: Bauer Compressors Contract Margaret, I am sending back to you the agreement with Bauer Compressors because it is missing the referenced Exhibits A and B Also, can you please obtain Chris Hills' approval of the insurance documents provided by Bauer? Bauer's Insurance certificate notes that its commercial general liability coverage is provided on a claims made basis Because claims made coverage limits those claims the insurer will cover, we typically require that all vendors obtain insurance on an occurrence basis As such, I want to make sure Chris is OK with it because it makes me uncomfortable We also need an endorsement from Bauer which notes that its policy has been ; amended to list the city as an additional insured Thanks Tammy Larson-White I Legal Analyst City of Kent Law Department IN 253 856 5774 1 F 253 856 6770 1 © tlwhite@ci Kent wa us 220 Fourth Avenue South I Kent, WA 98032 1 www ci Kent wa us This message is private and privileged If you are not the person for whom this message was intended, please delete it and notify me immediately, and please do not copy or send this message to anyone else. 1