HomeMy WebLinkAboutPeterson Cat - Generators Date: 01/11/2021
/NE MORSOAProposal#:RAC210111 R
❑
CAT Prevailing Wage
Service Agreement
Prepared for City Of Central Point
Acct.#: 1044650 Prepared by: Ron Camacho
Contact: Troy Tibbets Email: racamacho@petersonpower.com
Email: troy.tibbets@centralpointoregon.gov Phone: (503) 280-1539
Phone: 541-664-3321 Cell Phone: (503) 209-2363
Fax: Fax: (503) 867-8567
Billing Address: 140 South 3rd Street Business 2828 Teagarden Street
Central Point,OR 97502 Address: San Leandro, CA 94577
Peterson Power Systems, Inc.agrees to perform the services listed below for City Of Central Point. The
agreement will be for a period of ONE year with the option to extend oricino for THREE years, commencing on
acceptance date.These services will be performed on the units listed below at the stated price.
The units are located at:Various Sites, Central Point, OR.The services have been designed around the
Manufacturer's Recommended Standards,will be performed on a flat fee basis and include labor,travel and
service parts as indicated below.Taxes, if applicable, are not reflected. Following is a summary of charges for
the agreement.
Unit Loc Make Model Serial $Inspection Annual Green Load 3 Yr Battery Megger Other
x Freq Annual Test Service Replace
1 City Hall GK 99A0789 2052813 1 x 325 555 0 450 0 0 -- 0- -- --- -
0-S
2 Reservoir GK 46753 4361706 1 x325 355 0 365 0 0 0 0
3 Vilas AA D300GC RE300150 1 x465 975 0 885 0 0 0 0
NOTES:
1) Pricing above represents ONE year customer support agreement(CSA) enrollment for 2021.To extend
proposed pricing and protect against future parts/labor/oil increases for a period of THREE years,
please initial here , -'
2) For Generac units at City Hall and Reservoir:Work is scheduled around annual service&TWO hour load
test performed February, returning at SIX month interval to perform semi-annual inspection.
3) For Cat C9 genset off Vilas Road: Unit is a recent addition -commissioned December 2020. Work is
scheduled around first semi-annual inspection performed July 2021, return for annual service and TWO hour
load test December 2021.
The services listed above include, but are not limited to,the following. For a complete listing of service options
available through Peterson Power please see Attachment B.
Quote RAC210111 R 1 of 8
An Inspection includes an individual inspection of each unit. The technician will verify the fluid levels (oil,
coolant and fuel), service the batteries, ensure proper operation of battery charging system, perform an
operational check of the engine and generator(as applicable), and provide a completed service report detailing
the service and any potential problems that should be addressed.
An Annual Service includes a full inspection (see description above) of each unit and a full service which
includes;the replacement of engine oil, oil filters and fuel filters.Air filters are replaced on an as needed basis
for an additional charge. Please contact your PSSR if you would like your air filters replaced.
A Green Annual Service is the same as an Annual Service (see description above) without the oil change. Oil
Filters are changed and oil is tested to ensure fluid integrity while extending oil drain intervals.
Load Bank Testing is recommended annually for any generator that is not run "under load" (maintaining a load
of at least 30%of its kilowatt (kW) rating) regularly, to ensure the proper operation of your generator. A Load
Bank Test will include the connection of a portable resistive Load Bank. The load will be varied in steps for a
TWO hour duration.
Every three years,engine manufacturers recommend replacement of cooling system belts, coolant and hoses.
In addition,the (PM-3) includes upgrading block heater hoses to high temperature silicone hoses. Block heater
isolation ball valves will be installed on any engine not already equipped. Engine thermostat and radiator cap
are also replaced.
Batteries are recommended for replacement on a three year cycle, and will be replaced with Maintenance Free
batteries unless otherwise specified by the customer.
Notes and/or Exclusions:
Results of services will be forwarded to you in a detailed report listing any components and/or areas requiring
further attention for repair.
C'�• / . pc)• Qf
Customer Signature Date Purchase Order
THANK YOU FOR THE OPPORTUNITY TO SERVE ALL OF YOUR POWER NEEDS
The pricing in this proposal is valid for 90 days from the date above. The Purchaser identified above accepts and agrees,upon the
signing of this proposal,to purchase and pay for the products and labor furnished by Peterson Power Systems, Inc.,specifically for the
above-identified equipment in this proposal. Services are quoted to be performed during normal working hours. Peterson Power
Systems,Inc.will bill upon completion of the service. Any repair work required over and above the quoted service will be performed on a
time-and-material basis,subject to the customer's written authorization. Warranty and Customer Registry coverage on Caterpillar parts,
where applicable,will apply as a credit to the customer. The Purchaser will be charged for travel time and mileage associated with any
service cancelled on the same date it was scheduled. For further terms and conditions please see Peterson Power Systems,Inc.
Customer Service Agreement Terms and Conditions please see Attachment A..
Quote RAC210111 R 2 of 8
PETERSON POWER SYSTEMS
TERMS AND CONDITIONS
Attachment A
1. Terms and Conditions. These Terms and Conditions ("Terms") govern the purchase of the goods (including, but not limited to,
new and used equipment,trucks, attachments,components,technology and parts(collectively, "Goods")and services ("Services") from
Peterson Power Systems, Inc., a California corporation ("Company") by the individual or entity identified on the Customer Service
Agreement on the reverse side hereof as Customer(the"Customer"),together with any Change Orders,exhibits,schedules, attachments
and appendices making up a part of such Customer Service Agreement(collectively,the"CSA").Company and Customer are sometimes
referred to herein individually as a "Party" and collectively as the "Parties". Unless otherwise agreed to in a writing signed by an
authorized signatory of Company,Company hereby expressly rejects the terms of any purchase order or any other document submitted
by Customer to Company, unless such purchase order or document is signed by Company's authorized representative. The placing of
an order with Company or the receipt or acceptance of Services by Customer constitutes Customer's acceptance of these Terms as set
forth herein. For purposes of the CSA,the term"authorized signatory of Company"means any one of the corporate or executive officers
of the Company(i.e.,CEO,President,Vice President,Secretary,CFO,or Treasurer)or Branch Manager.
2. Term and Termination.The CSA shall commence as of the date of the last signature on the reverse side hereof and shall continue
until the delivery of the Goods and/or completion of the Services, as applicable, unless sooner terminated in accordance with these
Terms. Company may terminate this CSA upon written notice if Customer(a)fails to pay any amount due under this CSA when due, in
which event this CSA will terminate upon the termination date set forth in such letter or if no such date is included,then three(3)business
days of delivery by Company of such notice;(b)becomes insolvent,enters into voluntary or involuntary bankruptcy,commences or has
commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors (or
assigns its interest to a third party creditor), or ceases to conduct business, in which event this CSA will terminate immediately;or (c)
otherwise breaches this CSA and such breach remains uncured (either as a result of the failure or refusal of Customer to cure such
breach or because such breach is incapable of cure)for thirty(30)days of delivery of such notice. Additionally,Company may terminate
this CSA at any time upon sixty(60)days written notice to Customer. Customer may terminate this CSA upon written notice if Company
materially breaches any provision of the CSA and such breach remains uncured through no fault of Customer,within sixty(60) days of
written notice by Customer to Company. In the event of termination of this CSA, Customer will remain obligated for payment for any
Goods delivered and any Services performed by Company prior to the effective date of termination and for any cancellations charges for
work in progress as of and prior to such effective date of termination.
3. Order and Delivery of Goods or Performance of Services. All orders for Goods and Services are subject to credit approval, which
is subject to final acceptance by Company in its sole discretion.Customer shall have no right to cancel orders for Goods once a purchase
order is issued to Company;provided, however,some parts may be returnable to Company in accordance with Company's then current
parts return policy. Company will exercise commercially reasonable efforts to meet any performance dates set forth in the CSA, which
such dates are estimates only. Company will have no liability for any loss associated with the delay in the delivery of Goods or
performance of Services under the CSA. Additionally, Company will not be deemed in breach of its obligations under this CSA or
otherwise liable for any costs,charges, losses sustained or incurred by Customer for any delay in the delivery or Goods or performance
of Services arising out of,caused by or in any way related or connected with any circumstances beyond its reasonable control, including,
but not limited to delays caused by acts or omissions to acts by Customer or its Agents,acts of God,acts of war or terrorism,fire or other
casualty, storms or adverse weather, strikes, labor shortages or disturbances, shortages of materials, manufacturer delays, theft or
vandalism,transport and handling accidents, or revisions to laws, regulations or govemmental requirements. As used herein,-he-term
"Agents" means principals, employees, contractors, subcontractors, consultants, agents, representatives and any persons within the
direction or control of Customer or acting on behalf of or for the benefit of Customer in connection with the Goods and Services
hereunder.
Customer understands and acknowledges that the CSA or Proposal made by Company to Customer has been made by Company
in reliance on representations made by Customer regarding, among other things, the cleanliness, functionality, operational status,
condition, prior use, contents and nature of the equipment or machinery that will be subject to the Services. Should any of the
representations on which Company relied in preparing the Services be for any reason false or incomplete,or if Company shall reasonably
determine in the course of performing the Services that additional repair, maintenance or improvement services are necessary to satisfy
its obligations hereunder, Company will promptly provide to Customer an estimated cost of the additional work necessary to satisfy its
obligations hereunder("Additional Work"). If Customer either declines or fails to agree to modify the Proposal and scope of Services to
include the Additional Work within thirty (30) days, Company will be entitled to terminate without penalty this CSA in accordance with
these Terms. Additional Work approved or accepted by Customer shall be deemed part of the Services hereunder and subject to these
Terms (except as otherwise provided in such Additional Work-i.e., estimated costs). Company reserves the right to charge for any
cancellation by Customer of any scheduled Services. Customer will pay for any partially completed work based on time and materials at
Company's prevailing rates. Additional handling and storage fees may apply to partially completed work.
4. Customer's Oblioations. Customer shall comply with Applicable Law in connection with its use, handling, maintenance, storage
and operation of the machinery and equipment and shall cause its Agents (defined below)to comply with all such Applicable Law. As
used herein"Applicable Law"means all applicable federal,state and local laws pertaining to its covenants and obligations under the CSA
and its performance of the same,together with these Terms and all rules, regulations,standards,procedures and protocols pertaining or
related to the machinery or equipment subject to the CSA,as stated or endorsed by Company or the manufacturer of such machinery or
equipment. Customer shall cooperate with Company in all matters relating to the Goods and Services described subject to the CSA and
to the extent Services are required, will make available to Company the machinery or equipment on which the Services are to be
performed or provide such access to Customer's premises and facilities as may reasonably be requested by Company for the purposes
of performing such Services. Customer shall provide directions, information, approvals, authorizations, decisions or materials that are
reasonably necessary for Company to perform the Services.Customer shall maintain the premises on and around which the Services will
be performed in a reasonably safe condition and shall notify Company in advance of any hazards,dangerous conditions and defects that
cannot be abated.Customer warrants that the invoiced Goods or Services will be used for business or agricultural purposes and not for
personal,family or household purposes. The representations and warranties of Customer under this CSA shall survive any expiration or
termination of this CSA.
Quote RAC210111 R 3 of 8
5. Pricing. Unless otherwise set forth in the CSA or a written proposal issued by Company("Proposal"),the price for Goods shall be
Company's list price for such Goods on the date such Goods are delivered to Customer. Unless otherwise set forth on a Proposal, the
labor rates for Services shall be Company's standard labor rates for the applicable type of Service (including, but not limited to, field
rates,shop rates,specialty rates or other rates,as applicable)in effect at the time the Services are performed.Unless expressly provided
for on a Proposal, pricing and labor rates for future orders is subject to change without notice. Pricing and risk of loss for purchased
Goods is FOB Company's site, unless purchased Goods are shipped to Customer directly from the manufacturer, in which case pricing
and risk of loss is FOB factory.Any claims for shortages,damages,or delays must be made by Customer direct to the carrier.
6. Taxes. Customer will promptly pay to Company any taxes that Company is required to collect with respect to the purchase of
Goods and Services or any amounts payable by Customer under the CSA, including,but not limited to,value added,personal property,
sales, use, excise and similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity
(collectively,"Taxes"). For any Taxes from which Customer claims exemption,Customer shall provide Company with properly completed
exemption certificates and any documentation needed to validate the exemption. If Customer fails to provide an appropriate exemption
certificate and supporting documentation, as determined by Company, Customer will remain liable for all such Taxes and will indemnify
Company for any liability related to the same.
7. Chanae Orders. Subject to Section 3,above, if either Party wishes to change the scope or performance of the Services, it shall
submit details of the requested change to the other Party in writing.Company shall,within a reasonable time after such request,provide a
written proposal to Customer of(i)the likely time required to implement the change and(ii)any necessary variations to the fees and other
charges for the Services arising from the change. Within thirty(30)days after receipt of the written estimate,the Parties shall negotiate
and agree in writing on the terms of such change(a"Change Order").Neither Party shall be bound by any Change Order unless mutually
agreed upon in writing. Notwithstanding the above, Company may from time to time change the Services without the consent of
Customer provided that such changes do not materially affect the nature or scope of the Services,or the fees or any performance dates
set forth in the CSA or relevant Proposal or Change Order.
8. Payment. For Customers with an open credit account with Company, machine sales payments are due Net 10, and all other
payments are due Net 30.For Customers who do not have an open credit account with Company,payment is due upon delivery of Goods
or completion of Services.Company may, in its sole discretion, at any time: (a) revoke credit; (b) modify terms and conditions of credit;
(c) require payment in advance;and/or(d)withhold Goods, completed Services or scheduled Services until receipt of full payment then
owing by Customer to Company. If Customer fails to pay for Goods and Services as and when due,Customer shall pay a late charge of
1.5%of the invoice balance each month until charges are paid in full, and Customer shall pay Company all reasonable attorneys' fees
and collection costs incurred by Company.
In addition to any other right of set-off or recoupment Company has under applicable law, Customer agrees that,with respect to
any amounts due from Customer or Customer's affiliates to Company or Company's affiliates,Company and its affiliates may set-off such
amounts against any amounts owing to Customer or Customer's affiliates. If Customer requests customization of machinery or
equipment,Customer agrees to pay all parts and labor costs Company incurs in customizing the machinery or equipment, regardless of
whether or not Customer completes the purchase of the customized machinery or equipment. Customer,at its sole expense, must pick
up its machinery or equipment from Company's facility within two (2) business days after notification from Company of completion of
Services. If Customer's equipment is not picked up within two (2) business days after such notification, Customer will be liable for
storage charges of$50.00 per day from the date of completion of Services until Customer's equipment is picked up.
9. Late Payments. Any amounts not paid by Customer when and as due will bear interest at the lesser of the rate of 1.5%per month
(18%per annum) and the highest rate permitted under applicable law, calculated daily and compounded monthly, from the date such
_payment was due until the date paid in full. In addition to all other remedies available under this CSA or at law(which Company does not
waive by the exercise of any rights hereunder),Company will be entitled to suspend the provision of any Services if the Customer fails to
pay any amounts when due hereunder.
10. Invoice: Fees and Expenses. Customer will (i) reimburse Company for all reasonable costs and expenses (including, but not
limited to, Company's collection costs and reasonable attorneys'fees) incurred in connection with the Services or in collecting any late
payments and(ii)pay all other amounts due under this CSA,in each case within thirty(30)days of receipt by the Customer of an invoice
from Company. Failure to notify Company in writing of any dispute regarding an invoice within sixty(60)days of receipt thereof waives
Customer's right to dispute such invoice. Customer's obligation to pay amounts invoiced is and will be absolute and unconditional and
shall not be subject to any delay,reduction,set-off,defense or counter-claim.
11. Warranties. All warranties described herein, including any Extended Protection Plan that may be purchased by Customer are
subject the provisions of Section 11(dl and Section 12.
(a) Goods. For new Goods purchased by Customer from Company, Customer acknowledges that (i) Company is not the
manufacturer of the Goods;(ii)Company will pass through to Customer the manufacturer's warranty to the extent permitted by the terms
of such warranty; and(iii)any manufacturer's warranty is and will be subject to all terms,conditions and exclusions contained in these
Terms. Notwithstanding anything contained to the contrary in this CSA, including this Section 11(a1, Company makes no representation
or warranty as to the Goods or any manufacturer's warranty of or for such Goods.
(b) Services. For Services purchased by Customer from Company, Company warrants that its Services will be performed and
completed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services,
with such service warranty extending for a period of time expressly set forth in the service warranty(as the same may be extended by an
applicable Extended Protection Plan),commencing from completion of the original Services. For example, if the service warranty is for a
period of six months from completion of the original services, then if Company performs a repair pursuant to its service warranty, the
warranty period remains six months from completion of the original Services;the six month service warranty period does not start over
with the repair. If replacement parts used by Company in connection with the provision of Services include a manufacturer's warranty,
Company will pass such warranty through to Customer to the extent permitted by the terms of the manufacturer's warranty. Company's
service warranty will be voided in the event of any of the following: misuse or abuse of Goods by Customer, subsequent repairs
performed by Customer or vendors other than Company, use beyond ordinary wear and tear, failure to maintain and operate Goods in
accordance with the maintenance and operations manual of the manufacturer(including,but not limited to,use of fluids that do not meet
the manufacturer's standards or failure to maintain fluid levels recommended by the manufacturer)or damage due to theft,vandalism or
casualty. In the event of a conflict between the terms and conditions set forth in any applicable service warranty and these Terms, the
provisions of the applicable service warranty shall control.
(c) Extended Protection or Coveraae. Customer acknowledges that Customer may have the option of purchasing an equipment
Quote RAC210111 R 4 of 8
protection plan or extended services coverage(each,an"Extended Protection Plan")and Customer agrees that if an Extended Protection
Plan is available and purchased by Customer at the time of sale,the Extended Protection Plan will be subject to the terms, conditions
and exclusions contained in such applicable Extended Protection Plan.
Disclaimer of Warranties. EXCEPT AS MAY BE EXPRESSLY DESCRIBED ABOVE,COMPANY MAKES NO WARRANTY
WHATSOEVER HEREUNDER. COMPANY DISCLAIMS ANY WARRANTY,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED
TO,ANY(i)WARRANTY OF MERCHANTABILITY;(ii)WARRANTY OF FITNESS FOR A(a) PARTICULAR PURPOSE;(iii)
WARRANTY OF TITLE;OR(iv)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD
PARTY,WHETHER EXPRESS OR IMPLIED BY LAW,COURSE OF DEALING,COURSE OF PERFORMANCE,USAGE OF TRADE
OR OTHERWISE.COMPANY IS NEITHER A MANUFACTURER OF ANY PARTS USED IN THE SERVICES NOR AN AGENT
THEREOF.ALTHOUGH COMPANY MAY ADMINISTER WARRANTIES ISSUED BY A MANUFACTURER,CUSTOMER
ACKNOWLEDGES AND AGREES THAT:(1)ANY EXPRESS WARRANTIES BY SUCH MANUFACTURER ARE NOT THE
RESPONSIBILITY OF COMPANY;(2)SUCH MANUFACTURER'S WARRANTY MAY CONTAIN LIMITATIONS;AND(3)CUSTOMER
MAY INCUR CERTAIN REPAIR,TRANSPORTATION OR OTHER CHARGES BY COMPANY WHICH ARE NOT COVERED BY SUCH
MANUFACTURER'S WARRANTY.Any warranty by Company shall be null and void and have no legal effect if Customer has failed to
pay for the Services at issue. Except for any express warranties contained hereunder,no other representation or warranty of any kind or
nature will be binding on or obligate Company.
12. Limitation of Liability.
(a) IN NO EVENT SHALL COMPANY, ANY COMPANY ENTITIES OR ITS PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES,
CONTRATORS, REPRESENTATIVES OR AGENTS BE LIABLE TO CUSTOMER, ITS AGENTS OR ANY THIRD PARTY FOR ANY
LOST PROFITS, LOST REVENUE, LOST BUSINESS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES, HOWEVER ARISING WHETHER OR NOT THAT PARTY WAS AWARE OF THE POSSIBILITY OF THOSE
DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS CSA.
(b) EXCEPT FOR DAMAGES FOR PERSONAL INJURY, INCLUDING DEATH AND PROPERTY DAMAGE RESULTING FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY EMPLOYEES,CONTRACTORS, REPRESENTATIVES OR AGENTS OF
COMPANY OR ANY COMPANY ENTITY OR THE PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS,
REPRESENTATIVES OR AGENTS OF COMPANY OR ANY COMPANY ENTITIES,IN NO EVENT WILL THE AGGREGATE LIABILITY
OF COMPANY OR ANY COMPANY ENTITIES ARISING OUT OF THIS CSA EXCEED THE LESSER OF THE AMOUNT CUSTOMER
HAS ACTUALLY PAID TO COMPANY UNDER THIS AGREEMENT FOR THE PREVIOUS TWELVE (12) MONTHS IMMEDIATELY
PRIOR TO THE SUBJECT CLAIM OR ONE MILLION DOLLARS$1,000,000.
(c) EXCEPT FOR THE BREACH OF OBLIGATIONS OF CUSTOMER OR ITS AGENTS UNDER SECTION 8 (PAYMENT),
CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER THIS CSA AND DAMAGES FOR PERSONAL INJURY, INCLUDING
DEATH AND PROPERTY DAMAGE RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
EMPLOYEES, CONTRACTORS, REPRESENTATIVES OR AGENTS OF CUSTOMER OR ANY OF ITS AGENTS, IN NO EVENT
SHALL THE AGGREGATE LIABILITY OF CUSTOMER OR CUSTOMER'S AGENTS ARISING OUT OF THIS CSA EXCEED THE
GREATER OF THE AMOUNT CUSTOMER HAS ACTUALLY PAID TO COMPANY UNDER THIS AGREEMENT FOR THE PREVIOUS
TWELVE(12)MONTHS IMMEDIATELY PRIOR TO THE SUBJECT CLAIM.
(d) THE PARTIES AGREE THAT THIS SECTION 12 REPRESENTS A REASONABLE ALLOCATION OF RISK.
(e) THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS CSA.
13. Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party for,from and against any third party
claims related to the Goods or Services to the extent and only to the extent such third party claims(including, but not limited to, claims
related to the death or injury of any person(s)or damage to property)are caused by the indemnifying party's negligent acts or omissions,
subject to the limitations set forth in Section 14 below. The foregoing indemnity shall not apply to claims asserted by employees of either
party. To the fullest extent permitted by Applicable Law,except to the extent of the gross negligence or willful misconduct of Company,
Customer agrees to indemnify, defend and hold harmless Company, its affiliates, parent company and subsidiaries, and all of their
respective owners, directors, officers, managers, employees, agents or representatives for, from and against any and claims, losses,
deficiencies, judgments, settlements, interest, awards, fines, causes of action, damages (including, but not limited to, damages for
personal injury, including death, and real and personal property damage), liabilities, costs, penalties, taxes, assessments, charges,
punitive damages and expenses (including, but not limited to, reasonable attorneys'fees, expert witness fees, costs and expenses) of
whatever kind(collectively,the"Claims")that are caused by,arising from or related in any way to (a)any breach or failure to comply with
any representation,warranty,covenant or obligation hereunder by Customer or its Agents; (b)any act or omission to act of Customer or
its Agents with respect to the Goods or Services purchased by Customer,including,but not limited to,the acts or omissions of Customer
or its Agents with respect to such person's use, handling or maintenance of the any machinery or equipment purchased by Customer or
serviced at the request of or for the benefit of Customer hereunder that conflicts with or does not conform to the usage for such
machinery or equipment as specified by Company,the manufacturer of such machinery or equipment.
14. Insurance. During the term of this CSA,each Party shall,at its own expense,maintain and carry insurance in full force and effect
which includes, but is not limited to, (a) commercial general liability in occurrence form with a minimum limit of $1,000,000 per
occurrence, plus a minimum $2,000,000 general aggregate limit; (b) workers' compensation in an amount no less than the minimum
required by law and employers' liability in a sum no less than $1,000,000; and (c) any additional insurance Company may reasonably
require, in each case with financially sound and reputable insurers. Upon either Party's request, the other Party shall provide the
requesting Party with a certificate of insurance from such Party's insurer evidencing the insurance coverage required under these Terms.
The certificate of insurance shall name the requesting party as an additional insured.The insured Party shall provide the requesting Party
with thirty (30) days' advance written notice in the event of a cancellation or material change in the insured Party's insurance policy.
Customer acknowledges that additional insurance required by Company under subsection (c1 shall be deemed reasonable where the
Goods or Services under the CSA are,or have or may become, in the commercially reasonable discretion of Company of such nature,
scope, or volume to warrant such additional insurance. A certificate of insurance from Customer's insurer evidencing such additional
insurance shall be delivered to Company upon Company's request.
15. Force Maieure. Company shall not be liable, nor be deemed to have defaulted or breached this CSA, for any failure or delay in
fulfilling or performing any term of this CSA to the extent such failure or delay is caused by or results from acts or circumstances beyond
Company's reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war,
invasion or hostilities (whether war is declared or not),terrorist threats or acts, riot or other civil unrest, national emergency, revolution,
Quote RAC210111 R 5 of 8
insurrection, epidemic, lock-outs,strikes or other labor disputes(whether or not relating to either Party's workforce), restraints or delays
affecting carriers, and inability or delay in obtaining supplies of adequate or suitable materials,telecommunication breakdown or power
outage.
16. Privacy Statement. Customer consents to the collection, use, retention and disclosure of information by Company and/or the
Company Entities in accordance with Company's Privacy Statement,which is posted on Company's website(as such statement may be
revised from time to time), and agrees that such information may be accessed by the Company Entities and their partners and
manufacturers with a legitimate business reason to access it,as well as third parties who may process such information on their behalf.
17. Entire Aareement. This CSA and the exhibits and attachments hereto,represent and constitute the entire agreement between the
parties, may only be amended in writing signed by both parties, and supersede all prior agreements and understandings with respect to
the matters covered by this CSA.
18. Bindina Effect. This CSA shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties
hereto.
19. Severability. If any provision of this CSA is found unenforceable or invalid,the remainder of the CSA will remain in full force and
effect and it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
20. Counterparts. This CSA may be executed in any number of counterparts,including facsimile,PDF and other electronic copy, each
of which when taken together shall constitute one instrument. No counterpart shall be effective until each Party has executed at least one
counterpart.
21. Assianment. Neither Party may assign,convey or transfer this CSA,or any portion thereof,without the prior written consent of the
other party,which consent shall not be unreasonably withheld,conditioned or delayed,except that Company may assign this CSA or any
portion thereof without the prior consent of Purchaser to a person or entity controlling, controlled by or affiliated with Company or its
parent company.
22. No Waiver. A waiver of any term,right or condition of this CSA by a party must be in writing to be effective and will in no way be
construed as a waiver of any later breach of that provision. No express waiver of any term,right or condition of this CSA shall operate as
a waiver of any other term,right or condition.
23. Relationshio of the Parties. No employment, agency, joint venture, or similar arrangement is created or intended between
Customer and Company.
24. Construction.Words used herein,regardless of the number or gender specifically used,shall be deemed and construed to include
any other number,singular or plural,and any other gender,masculine,feminine,or neuter,as the context requires. The provisions of this
CSA and the documents and instruments referred to herein, have been examined by the parties and no implication shall be drawn nor
made against any party hereto by virtue of drafting this CSA. The term"including"used herein shall mean"including,but not limited to".
The subject headings of the sections and subsections of this CSA are included for purposes of convenience only and shall not affect the
construction or interpretation of any of the provisions herein. Each Party acknowledges that they have read this CSA, have had an
opportunity to review with an attorney of their respective choice,and have agreed to all of its terms,including these Terms. Each Party
agrees that the rule of construction that a contract be construed against the drafter shall not be applied in interpreting this CSA and that in
the event of any ambiguity in any provisions of this CSA, including any Exhibits or attachments or agreed upon Change Orders hereto
and whether or not placed of record,such ambiguity shall not be construed for or against any Party hereto on the basis of such Party did
or did not author the same.
25. No Third Party Beneficiaries. Unless otherwise expressly provided,no provisions of this CSA are intended or will be construed to
confer upon or give to any person or entity other than Customer and Company any rights,remedies or other benefits under or by reason
of this CSA.
26. Attorneys'Fees: Enforcement Costs and Expenses. If any claim or action is brought by either party hereunder against the other
party regarding the subject matter hereof,the prevailing party shall be entitled to recover from the non-prevailing party,in addition to any
other relief granted,reasonable attorneys'fees and the expense of litigation.
27. Governina Law: Venue. (a) This CSA and any attachments or documents related thereto shall be governed, construed and
enforced in accordance with (i) the laws of the State of California, excluding conflict of law rules, for all sales made or accepted by
Company at its offices within such state, (ii)with the laws of the State of Oregon, excluding conflict of law rules, for all sales made or
accepted by Company at its office within such state,and(iii)with the laws of the State of Washington,excluding conflict of law rules, for
all sales made or accepted by Company at its office within such state. For agreements made or accepted by Company in the State of
California, each party hereby irrevocably submits to the personal and exclusive jurisdiction of the state courts of Alameda County,
California and the United States District Court for the Northern District of California,for the purposes of any action, proceeding, suit or
claim arising out of this CSA. For agreements made or accepted by Company in the State of Oregon, each party hereby irrevocably
submits to the personal and exclusive jurisdiction of the state courts of Multnomah County,Oregon and the United States District Court
for the District of Portland in Portland,Oregon. For agreements made or accepted by Company in the State of Washington, each party
hereby irrevocably submits to the personal and exclusive jurisdiction of the state courts of Cowlitz County,Oregon and the United States
District Court for the Western District of Washington in Seattle, Washington. (b) Each party irrevocably and unconditionally waives any
objection to the laying of venue as described herein.
28. Survival. Notwithstanding anything contained herein to the contrary,Sections 6. 11(d). 12. 13. 14. 15. 16.24.26.27.and 28 will
survive any termination or expiration of this CSA.
Quote RAC210111 R 6 of 8
Peterson Power Systems
Detail of Service Options
Attachment B
Inspection Service
Before Starting Engine:
Check engine oil and coolant levels
Check block heater(should maintain a coolant temperature of 90°F in the block)
Check fuel level in storage tank
Check battery water level and top as necessary
Check battery terminals for corrosion and connections for tightness (lead acid)
With Engine Running:
Check oil pressure
Check fuel pressure
Check oil level and add oil as required
Check RPM (frequency)
Check generated voltage
Check for leaks or unusual noises
After Stopping Engine:
Check/verify all switches are in proper positions for automatic start.
Check fuel level in tank
Record battery charger volts, check for proper operation
Remove,clean and reinstall all battery connections(lead acid)
Inspect generator for cleanliness
Reporting:
Provide written service report for each visit
Advise customer of any/all unusual situations or potential problems which will require further attention
Advise when main fuel tank is below 3/4 full
Annual Service
Includes all Inspection Services and the following:
Drain crankcase oil and replace with new oil
Remove and replace oil and fuel filters
Inspect air filter(s)
Check generator output
Take oil sample for analysis
Green Annual Service
Includes all Inspection Services and the following:
Oil is NOT Changed
Remove and replace oil filters and fuel filters
Inspect air filter(s)
Check generator output
Take oil sample for analysis
Load Test
Start engine and load with contractor supplied resistive load bank. As per NFPA 110 Code 8.4.2.3 (2013
Edition)
Three Year Service(PM-3)
Replace all rubber coolant hoses
Replace drive belts
Replace block heater hoses
Replace coolant regulators (Thermostat)
Standard antifreeze will be replaced every three years
Quote RAC210111 R 7 of 8
Extended life coolants will be upgraded after the first three years and replaced after six years
Additional Services Upon Request
Thermal Image Inspections:
Thermo Images reveal temperature variations that signal electrical and mechanical problems before they
become failures.
Fuel Conditioning:
Extend life of stored diesel fuel by adding CAT Diesel Fuel Conditioner and polishing with high efficiency
kidney loop filtration system.
ATS Hot Inspection:
Inspect enclosure, anchorage, door seal, connections for thermal variance, loose or damaged wires,
overheating or mechanical malfunction, and indicator lamps. Record serial number,set points, voltage
drop across contacts, and amps per phase (access permitting). Transfer load up to 30 minutes (as
permitted). Replace 9V battery(as applicable).
ATS Major:
Visual and electrical/mechanical inspection of automatic transfer switch. Includes checking the following:
Indication light; Lug Connections: Condition of main &Aux arcing contacts; Freedom of movement; Loose
wiring;and Inphase monitor. Inspect and clean controller and relays;brush and vacuum enclosure.take
infrared image for diagnostic heat detection.
Megger Testing:
Vibration,general usage or moisture can break down generator insulation and cause electrical shorts.
Megohmmeter testing indentifies decreasing generator insulation before it becomes a major repair or
replacement. CAT recommends annual testing.
Emergency Servicing: Provide 24-hour emergency repair coverage 800.963.6446
Quote RAC210111 R 8 of 8