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HomeMy WebLinkAboutPK11-309 - Original - Ingersoll Rand/Seattle Air Supply - Town Square Plaza Air Compressor Servicing - 12/19/11 Records manao""goernieerni KENT Document WASHINGTON JI 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 Clerk's Office. Vendor Name: y\mrs.0 ?0.v-% d / Sea** Ake' SkPP11 Vendor Number: 2- 12 yy20 ID Edwards Number Contract Number: This Is assigned by City Clerk's Office Project Name: -TowV\ Squa ►`2 Naha — A t" (on pveSs�f i Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment 4Contract ❑ Other: q Contract Effective Date: Termination Date: Contract Renewal Notice (Days): �^ Number of days required notice f[ Department: 'C� Ko��r termination or renewal or amendment Contract Mana er: e n � artment: a S �A6,k g y Detail: (i.e. address, location, parcel number, tax id, etc.): S ✓'e D' a 27 a "Jo S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 11/08 --00,0,0"�. K E N T WASH NGTON GOODS & SERVICES AGREEMENT , FOR ORDINARY MAINTENANCE between the City of Kent and Ingersoll Rand d.b.a. Seattle Air Center THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and doing business as Seattle Air Center organized under the laws of the State of Washington, located and doing business at 20121 72 Ave S, Kent, WA 98032, P:253-398-3500 F: 253-398-3469 (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: Provide full service and fluid conversion to the air compressor at Town Square Plaza in Kent, Washington as described in the vendor's proposal dated September 21, 2011 attached and incorporated as Exhibit A. 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 within 30 days. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Two Thousand Two Hundred Eighty Six Dollars and Nine Cents ($2,286.09), plus applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 1 (Under$10,000.00, including WSST) Vendor shall complete all work and then submit final invoice from which the city will pay. 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 fees, 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. VENDOR'S ACCEPTANCE 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. PREVAILING WAGES. Vendor shall file a "Statement of Intent to Pay Prevailing Wages," with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Vendor shall pay prevailing wages in effect on the date the bid is accepted or executed by Vendor, and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. V. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. 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. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 2 (Under$10,000.00, including WSST) D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. VI. 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. VII. 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 XIV(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. 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. VIII. 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. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 3 (Under$10,000.00, including WSST) 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). 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). IX. 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. X. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods 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 GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 4 (Under$10,000.00, rncludmg WSST) 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. XI. 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 1.2, and upon completion of the contract work, file the attached Compliance Statement. XII. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 5 (Under$10,000.00, including WSST) 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. XV. MISCELLANEOUS PROVISIONS. 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 arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or 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 bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. 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 representative of the City and Vendor. G. 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. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 6 (Under$10,000.00, Including WSST) H. Compliance 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. I. Counterparts. 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. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF KENT: By: _ By. rgr nature) Print Name: 6 n u P nt Na e: JeffWathna Its: Oke Its. Parks Director DATE: mtle Zo t DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Kristi Thomas Ben Levenhagen Seattle Air Center City of Kent 20121 72 Ave S 220 Fourth Avenue South Kent, WA 98032 Kent, WA 98032 253-398-3500 (telephone) (253) 253-856-5133 (telephone) 253-398-3469 (facsimile) (253) 856-6120 (facsimile) Town Square Plaza-Seattle Air Center GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 7 (Under$10,000.00, including WSST) 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. During 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 five requirements referenced above. Dated this _7 day of ec2t ✓ , 2011. By: &V� c, �,5 For: 1— sj k j / Title: SP✓J12e L/lc�,,,, Date: 1247 17o ( / EEO COMPLIANCE DOCUMENTS - 1 of 3 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 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 Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (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 day of 12011. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 IngersollRand v4 2 2 [Production]-Quote (1:001117gerSoll Rand Quote F stomer Ref. No.: Customer Number: Date: City of Kent 09/21/2011 Description: Full service and fluid convertion Serial No.: UP5611UO7082 Contact Person: Kristi Thomas Unit Info.: UP6-5tas-125 Price Book[Currency]: Oracle Price List [USD] Distributor/ Branch Contact Information: Customer: Seattle Air Center 20121 72nd Ave S Kent, WA 98032 253-398-3500 253-398-3469 !! -� -, Sell Price Extended Sell Price { Line [Part Number Description Quantity (USD) (USD) 38468328 KIT,CONVERSION _ �— 1 �213.01 213.01 38342028 FILTER,PANEL 4-PACK- UP 1 126.66 _ 126.66 JELEMENTGP64E GEN. PURP. LL LL F_____ 1 yvv P104.44 104.44 1� 88343025 ELEMENT,HE64E 1 114.44 �— 114.44 I 89296560 BELT, PK5 1080 1 31.11 �— 31.11 22388045 ELEMENT, SEPARTATOR 2 433.33 866.66 39329602 ELEMENT, OIL FILTER, 1 37.77 37.77 Sub Total 1,494.09 Service Charge 682.00 OSHA/EPA 35.00 SHOP SUPPLIES 25.00 TRIP CHARGE 30.00 FUEL SURCHARGE 20.00 Totail 2,286.09 Quotation: Quotation is valid for 30 days, after which quotation is subject to change without notification. Warranty: Parts are covered by a six month warranty, this includes freight and labor if Ingersoll Rand technician installed the parts. Shipping&Handling: Shipping &Handling is not included on this quotation. Shipping and Handling charges are Pre Paid &Add. Shipping &Handling is FOB - Shipping Point. Lifting Equipment: Customer is responsible for providing appropriate lifting and rigging equipment. Additional Laborer: Customer is responsible for providing an additional laborer to assist the Ingersoll Rand service technician if needed throughout the project. Page I of 4 IngersollRand v4 2,2[Production]-Quote Page 2 of 4 IngersollRand v4 2 2 [Production]-Quote 1. GENERAL The Terms and Conditions outlined herein shall apply to the services by Ingersoll-Rand Company(hereinafter referred to as Company)of maintenance or repair work or the sale of parts thereunder No additional or contrary terms shall be binding upon the Company, unless agreed to in writing 2. SCHEDULE DATES&DELAYS Schedule dates are approximate and neither party shall be liable for loss,damage,or delay due to war,riots,fire,flood,strike or other labor difficulty,acts of civil or military authority including governmental laws.orders,priorities or regulations,acts of the other party,embargo,car shortage,damage or delay in transportation,inability to obtain necessary labor or materials from usual sources,faulty forgings or castings,or other causes beyond the reasonable control of such party In the event of delay in performance due to any such cause,the schedule dates or time for completion will be adjusted to reflect the actual time as may be necessary to properly reflect the delay The Purchaser's receipt of services or parts shall constitute a waiver of any claims to delay 3. ASSIGNMENT Neither party shall assign or transfer this contract without the prior written consent of the other party. 4. TAXES The prices do not include any present or future Federal,State or Municipal sales.use,gross receipts,property,or other similar type tax with respect to any material,erection equipment or services covered hereby If the Company is required by applicable law or regulation to pay or collect any such type tax or taxes on account of this transaction or the material or equipment or services covered hereby,then such amount of tax shall be paid by the Purchaser in addition to the prices herein provided for 5. INSURANCE With respect to the performance of repair work at Purchaser's facility,the Company's personnel shall be properly covered with insurance in the areas of Worker's Compensation,Public Liabihty and Automobile Insurance where the use of a vehicle is required A certificate confirming this insurance coverage is obtainable upon request To the extent any loss and/or damage is recoverable by insurance proceeds under Purchaser's insurance policies,Purchaser waives its and its insurers'rights to recover for such loss and/or damage against the Company 6. WARRANTY The Compare warrants that parts manufactured by the Company and furnished under this contract,will be free of defects in material and workmanship for a period of six months from the date of installation,inclusive of transportation and installation costs if installed by the company or authorized distubutor(or six months from date of delivery exclusive of transportation and installation costs if not installed by Company),and at its option,shall either repair or replace such parts,provided the Purchaser promptly notifies the Company of defects therein,within said period The Company makes no performance warranty and the effects of corrosion,erosion and normal wear and tear are specifically excluded from the Company's warranty THE COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER,EXPRESSED OR IMPLIED,EXCEPT THAT OF TITLE,AND ALL IMPLIED WARRANTIES,INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ARE HEREBY DISCLAIMED 7. LIMITATION OF LIABILITY The remedies of the Purchaser set forth herein are exclusive,and the liability of the Company with respect to this contract or the services or parts furnished under this contract shall not exceed the contract price of such services or the part upon which such liability is based The Company and its suppliers or subcontractors shall in no event be liable to the Purchaser,any successors in interest or any Page 3 of 4 IngersollRand 0 2.2[Production]-Quote beneficiary of this contract for any consequential,incidental,indirect,special or punitive damages arising out of this contract or any breach thereof,whether based upon loss of use,lost profits or revenue,interest,lost goodwill work stoppage,impairment of other goods,loss by reason of shutdown or non-operation,increased expenses of operation,cost of purchase of replacement power or claims of Purchaser or customers of Purchaser for service interruption,whether or not such loss or damage is based on contract, warranty,negligence,indemnity,stiict liability or otherwise 8. NUCLEAR LIABILITY In the event that the services or parts furnished hereunder are to be used in a nuclear facility,the Purchaser shall,prior to such use, arrange for insurance or governmental indemnity,protecting the Company against liability and hereby releases and agrees to indemnify the Company and its suppliers for any nuclear damage including loss of use,in any manner arising out of a nuclear incident,whether alleged to be due,in whole or in part to the negligence or otherwise of the Company or its suppliers Page 4 of 4 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor 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 Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor 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. 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. The City shall be named as an insured under the Contractor'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. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor 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 B (Continued ) C. 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 Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. Z. The Contractor'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. 3. 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 contractor 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 Contractor'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 ANII. E. Verification of Coverage Contractor 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. F. Subcontractors Contractor 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 Contractor. A� CERTIFICATE OF LIABILITY INSURANCE 11130/MIDDYYYY) 11130l2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) CONTACT PRODUCER NAME MARSH&MCLENNAN COMPANIES PHONE FAx o Exit, A c No 1166 Avenue of the Americas E-MAIL New York NY 10036 ADDRESS ATTN 212-345-6000 INSURERS AFFORDING COVERAGE NAIL# COMPANY A National Union Fire Insurance Company of Pittsburgh,PA 19445 INSURED ATTN FINANCIAL MANAGER COMPANY B The Travelers Indemnity n y Corn of America 25666 Ingersoll Rand Company COMPANY C Travelers Property Casualty Company of America 25674 Air Solutions Business P O Box 1840 800-D Beaty Street COVERAGES CERTIFICATE NUMBER: 256622 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDD MMIDD/YYYY A GENERAL LIABILITY GL 1914570 4/17/2011 4/17/2012 EACH OCCURRENCE $7,500,000 00 DAMAGE TO RENTED $1,DOO,000 OO X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence CLAIMS-MADE FRI OCCUR MED EXP(Any one person) $10,000 00 OWNER'S&CONTRACTOR'S PROT PERSONAL&ADV INJURY $7,500,000 00 GENERAL AGGREGATE $7,500,000 00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $7,500,000 00 X POLICY 7 PRO LOC COMINED $ A AUTOMOBILE LIABILITY CA 3506197(MA) 4/17/2011 4/17/2012 (Ea accdentswGLE LIMIT $2,000,000 00 A X ANY AUTO CA 3506198(VA) 4/17/2011 41l 712012 BODILY INJURY(Per person) A ALL OWNED SCHEDULED CA 3506199(AOS) 4/17/2011 4/17/2012 BODILY INJURY(Per accident) AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIREDAUTOS AUTOS Per accident X PHYSICAL SELF INSURED $ UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED I I RETENTION$ $ B WORKERS COMPENSATION TC2HtIB-7434L10A-11(ADS) 411712011 V1712012 X WC LIMIT- O R- B AND EMPLOYERS'LIABILITY YIN TC2HUB-7434L448-11(MN) 41'712011 4/172012 C ANY PROPRIETOR/PARTNER/EXECUTIVE TRJUB 7434L424-11(AZ,MA,OR,WI) 4/17/2011 4/17,2012 EL EACH ACCIDENT $3,00000000 C OFFICER/MEMBER EXCLUDED'+ ❑ NIA TWXJUB-7434L45A-11(OH Excess) 4/17/2011 4/172012 (Mandatory in NH) EL DISEASE-EA E MPLOYE $3,000 00000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $3,000,00000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Please see page 2 for additional information. CERTIFICATE HOLDER CANCELLATION CITY OF KENT 220 4TH AVENUE SOUTH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE KENT,WA 98032-5895 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS United States AUTHORIZED REPRESENTATIVE Marsh USA,Inc BY David Kong ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Requested By Michael Rodrigues AGENCY CUSTOMER ID: _ LOC#: ADDITIONAL REMARKS SCHEDULE Page Of .ENCY NAMED INSURED ATTN FINANCIAL MANAGER 41CY NUMBER Ingersoll Rand Company Air Solutions Business PO Box 1840 800-D Beaty Street JZRIER NAIC CODE Davidson,NC 28036 EFFECTIVE DATE DDITIONAL REMARKS iIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, )RM NUMBER: FORM TITLE• ITY OF KENT is included as additional insured pursuant to the applicable Additional Insured Endorsement of the aneral Liability Policy Ib Description AIR COMPRESSOR SALES AND SERVICE CORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT #019 This endorsement, effective 12: 01 A.M. 04/17/2011 forms a part of policy No. GL 191-45-70 issued to I NGERSOLL-RAND COMPANY BY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA ADDITIONAL INSURED - WHERE REQUIRED UNDER WRITTEN CONTRACT OR AGREEMENT THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED, IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED: ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED UNDER THIS POLICY, AS A RESULT OF ANY WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO WHICH REQUIRES YOU TO FURNISH INSURANCE TO THAT PERSON OR ORGANIZATION OF THE TYPE PROVIDED BY THIS POLICY, BUT ONLY WITH RESPECT TO LIABILITY TO THE EXTENT CAUSED BY YOU AND ARISING OUT OF YOUR OPERATIONS OR PREMISES OWNED BY OR RENTED TO YOU. i a Y HOWEVER, THE INSURANCE PROVIDED WILL NOT EXCEED THE LESSER OF: - THE COVERAGE AND/OR LIMITS OF THIS POLICY, OR - THE COVERAGE AND/OR LIMITS REQUIRED BY SAID CONTRACT OR AGREEMENT. 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