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HomeMy WebLinkAboutCummins Sales and Service/CFD/$49,921.87/Emergency Repair-Eng 346-New Motor ASACummins Sales and Service Fire Department -2025 Appropriation #112043-510.00 Fund;P.O.#116812 Contract Not To Exceed $49,921.87 ADDITIONAL SERVICES AMENDMENT TO AGREEMENT FOR GOODS AND SERVICES This ADDITIONAL SERVICES AMENDMENT TO AGREEMENT FOR GOODS AND SERVICES ("Additional Services Amendment")shall amend the terms of the Agreement for Purchase of Goods and Services entered into by and between the City of Carmel and Cummins Sales and Service (the "Vendor")as City Contract dated May 9,2025 (the "Agreement")by adding the additional services to be provided by Vendor consistent with the Scope of Work attached hereto and incorporated herein as Exhibit "A".The terms and conditions of the Agreement shall not otherwise be affected by this Additional Services Amendment and shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have made and executed this Additional Services Amendment as follows: CITY OF CARMEL,INDIANA By: Zachary Q.Jackson Chief Financial Officer/Controller Cummins Sales and Service / Auth9i1d Signa ure Date:br\///cng i r Printed l'.lame 2i IcJ i'L I FID/TIN:?3 -O -7O9Q Date: 6/11/2025 Sales andr-Service INDIANAPOLIS IN BRANCH 3621 W MORRIS STREET INDIANAPOLIS,IN 46242-0917 (317)244-7251 BILL TO CARMEL FIRE DEPARTMENT 210 VETERANS WAY CARMEL,IN 46032-3391 Payment terms are 30 days from invoice date unless otherwise agreed upon in writing.Remit to: Cummins Sales and Service P0 Box 772639 Detroit,Ml 48277-2639 ESTI MATE TO PAY ONLINE LOGON TO customerpayment.cummins.com CFD MAN ITENANCE 4925 E 106TH ST PAGE 1 OF 3 CARMEL,IN 46033-3800 ***CHARGE JASON FORCE -317 6904283 DATE CUSTOMER ORDER NO.DATE IN SERVICE ENGINE MODEL PUMP NO.EQUIPMENT MAKE 21 -MAY-2025 17 -JAN -2016 15L9 CM2350 L1O1 PIERCE CUSTOMER NO.SHIP VIA FAIL DATE ENGINE SERIAL NO.CPL NO.EQUIPMENT MODEL 505471 14-MAY-2025 73936550 ENFORCER REF.NO.SALESPERSON PARTS DIEP.MILEAGE/HOURS PUMP CODE UNIT NO. 242820 100058 346 OSN/MSNNIN GA016714 COMPLAINT E346 ESN 73936550 RECON CAUSE CUSTOMER REQUESTED SERVICE OR REPAIR CORRECTION THIS IS ONLY AN ESTIMATE COVERAGE CUSTOMER BILLABLE 17 -JAN -20 16 REMARK THANK YOU FOR USING CUMMINS SALES &SERVICE. SRO NA 1 0 DRB7O8RX ENG ISL 8.9 13 B 380@2000 DRC 38,827.92 38,827.92 1 0 DR7072D ENG ISL 8.9 13 B 380@2000 CLEAN 6,075.00 6,075.00 -1 0 DR7072D ENG ISL 8.9 13 B 380@2000 DIRTY 6,075.00 -6,075.00 1 0 4384224RX PUMP,FUEL DRC 2,909.36 2,909.36 1 0 4954315D PUMP,FUELXPIGRYPHON CLEAN 472.50 472.50 -1 0 4954315D PUMP,FUELXPIGRYPHON DIRTY 472.50 -472.50 1 0 3969068 TUBE,OIL GAUGE CECO 45.36 45.36 1 0 3906696 SEAL,RECTANGULAR RING CECO 7.14 7.14 1 0 5332563 GASKET,OIL PAN CECO 62.59 62.59 1 0 3939352 GASKET,OIL SUC CONNECTION CECO 4.49 4.49 1 0 3164067 SEALANT CECO 22.66 22.66 1 0 3798339RX KIT,ICP TURBOCHARGER DRC 4,256.50 4,256.50 1 0 3780074D TURBO,HE300VG ISL CLEAN 675.00 675.00 Completion date:22 -May -2025 08:56AM.Estimate expires :20 -Jun -2025 07:56AM. Billing Inquiries?Call (877)480-6970 THERE ARE ADDITIONAL CONTRACT TERMS ON THE REVERSE SIDE OF THIS DOCUMENT,INCLUDING LIMITATION ON WARRANTIES AND REMEDIES,WHICH ARE EXPRESSLY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLEDGES HAVE BEEN READ AND FULLY UNDERSTOOD. AUTHORIZED BY (print name)SIGNATURE DA Exhibit A Page Fot 6 These terms and condibons (Terms and Conditions),together with the estimate/quote (the "Quote')and/or invoice (invoice')attached to these Terms and Conditions,are hervinafter collectively referred to as this 'Agreement'and shall constitute the entire agreement between the customer rCustomer)identited on the Quote and/or Invoice and Cummino Inc.(Cummirs")and supersede any previous representation,statements,agreements or understanding (oral or wrIter)between the parties with respect to the subject matter of this Agreement.Customer shall be deemed to have made an unqualified acceptance of these Terms and Conditions represents that by ifs signing of this Agreement that the signer represents that he or she is duly authorized to enter into this Agreement.Further,Customerauthorizes,if applicable,the performance of services and labor on Customers vehicle and/or equipment as provided.This shall become a binding agreement between the patties on the earliest of the following to occur:(i)Cummins'receipt of Customers purchase order or purchase order number;(ii)Customers signing or acknowledgment of this Agreement;(iH)CumnmninS'release of Products to production pursuant to Customers oral or written instruction or direction;(iv)Customers payment of any amounts due to Cumnmins;or )v)any other event constituting acceptance under applicable law.No prior inconsistent course of dealing,course of performance,or usage of trade,if any, constitutes a waiver of,or serves to explain on interpret,the Terms and Conditions set forth in this Agreement. Electronic transactions between Customer and Cummins wil be solely governed by the Terms and Conditions of this Agreement,and any terms and conditions on Customers website,vendor portal,or ether internet site will be null and void and of no legal effect on Cummins.In the event Customer delivers,references,incorporates by reference,or produces any purchase order or document,vendor portal terms,specifications,agreement (whether upstream or Otherwise),or any terms and conditions related thereto,then such specifications,terms,document,or other agreement:(i)shall be null and void and of no legal effect on Cummins,and (ii)this Agreement Shall remain the governing terms of the transaction. I.SCOPE OF SERVICES;PERFORMANCE OF SERVICES.Cummins shall supply part(s)and/or component(s)and/sr engine(s)and/or generator set(s)(""Goods")and/or perform the maintenance,troubleshooting,diagnostic testing,and/or repair (Service(sr")on the equipment Identified in the Quote and/or Invoice ("Equipment"'),if applicable,In accordance with the specitcations in the Quote and/or Invoice.Unless otherwise agreed by the Parties in writing:)i)no additional services or goods are included In this Agreement;and (ii)this Quote is valid tora maximum period of thirty (30)days from the date appearing on the fret page of this Quote ('Quote Validation Period').At the end of the Quote Validation Period,this Quote will automatically expire unless accepted by Customer prior to the end of the Quote Validation Period.The foregoing notwithstanding,in no event shall this Quote Validation Period be deemed or otheiwse considered to bee firm otter period nor to establish an option contract,and Cummins hereby reserves its right to revoke or amend this Quote at any time prior to Customers acceptance. 2.CUSTOMER OBLIGATIONS.It necessary,Customer shall provide Cummins safe and free access to Customers site and arrange for all related services and utilities necessary for Cummins to safely and freely perform the Services.DurIng the performance of the Services,Customer shall fully and completely secure all or any pert of any facility where the Equipment is located to remove and mitigate any and all safety issues and risks,including but not limited to injury to facility occupants, customers,irvitees,or any third party and/or property damage or work interruption arising Out of the Services.If applicable.Customer shall make all necessary arrangements to address and mitigate the consequences ot any electrical service interruption which might occur during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the owners manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins,payments are due thirty (30)days from the date of Invoice.If Customer does not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods and/or Services. If payment is not received when due,in addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent (18%)interest annually on late payments,or the maximum amount allowed by law.Customer agrees topsy all Cummins'costs and expenses (including all reasonable attorneys'fees)related to Cummins'enforcement and collection of unpaid invoices,or any other enforcement of this Agreement by Cummins.It Customer tails to make any payments to Cummins when due and payable,and such failure continues tsr more than sixty (60)days from the date of the invoice,or less if required by applicable law,then Cummins may,at Cummins'sole discretion and without prejudice to any other rghts or remedies, either )i)terminate this Agreement;or (n)suspend its Services and/orsuspend delivery of any undelivered Goods or parts in Cummiris'possession until payment for unpaid irvclces is received.In the event that Cummins suspends its performance of Services due to Customers breach or non-payment,then Cummins shall be entitled to en equitable extension of its delivery dates and/Or schedule of Services for a period of time equal to the suspension period,plus a reasonable ramp up perod and all costs (including default interest)caused by such suspension shall be assumed by Customer.Ally dispute or claim Customer may have with or against Cummins'invoice,regarding the scope,quality or amount charged for any parts or services provided to Customer,must be asserted in writing and noticed pursuant to these Terms and Conditions within thIrty (30)days of the date of the invoice,or shall be waived by the Customer. 4.TAXES;EXEMPTIONS.The Invoice includes all applicable local,state,or federal sales and/or use or similar taxes which Cummins is required by applicable laws to collect from Customer under this Agreement.Customer must provide a valid tax exemption certificate or direct payment certif cafe prior to shipment of the Goods or performance of the Services,or such taxes will be included in the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS.Unless otherwise agreed in writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepeid to the tint destination,If agreed,any charges for third party freight are subject to adjustment to reflect any change in price at time of shipment Unless otherwise agreed to,packaging method,shipping documents and manner,route and carrier and delivery shall bees Cummina deems approprate..°Jl shipments are made within normal business hours,Monday through Friday.Unless otherwise agreed in writing by the parties,title and risk ot Ices for any Goods sold urrierthis Agreement shall pass to Customer upon delivery of Goode by Csmmins to freight camer or to Customer at pickup at Cummins'facility.The purchase of Goods or the performance of Services on Equipment,Customer-owned motor vehicle,or any other personal property,is a 'take or pay'obligation on the part of the Customer,such that Customer is absolutely and irrevocably required to accept and pay for the Goods,or any Services performed on Equipment.Customer-owned motor vehicle,or any other personal property,if delivery or pick-up of Goods,Equipment,Customer-owned motor vehicle,on any other personal property,is delayed,deferred,or refused by Customer beyond thirty (30)days frOm the agreed upon delivery date or the date of completion of Services. In the event Customer falls to pick-up Equipment,Customer-owned motor vehicle.or any Other personal property,or tails to fake any or all shipments of Goods ordered hereunderwithin thirty (30)days of the agreed upon delivery date,Cummins shall invoice the Customer and,upon Cummina'sole discretion,Cummins may either:)i)deliver the Goods or Equipment to the location indicated on Customers purchase order (regardless of whether Customer elected to pick up the Goods or Equipment at Cumrnina'faoulityorotherwise indicated an alternate delivery method),and Custsmershall assume all assoclated delivery costs incurred by Cummina,or (ii)charge storage tees for the additional inventory holding period,the additional inventory holding period not to exceed sixty (60)days from the agreed upon delivery date or the date of completion of Services,unless otherwise agreed by Cummins In writing or required bylaw.A storage tee of twenty-fye dollars ($25.00)per day or one and one-half percent (1.5%)per month of the invoiced amount,whichever is greater,shall be assessed for any Goods,Equipment.Customer-owned motor vehicle,or any other personal property,whose delivery or pick-up is delayed,deferred,or refused by Customer beyond thirty (30)days from the agreed upon delivery date or the date of completion of Services. Unless otherwise agreed by Cummins in writing,in the event delivery or pick-up of Goods,Equipment,Customer-owned motor vehicle,or any other personal properly,are delayed,deferred,or refused by Customer beyond sixty (60)days from the agreed upon delivery or pick-up date,or date of completion of Services,then Cummins has the right,in its sole discretion,to:(I)tow,remove,or otherwise dispose of the unclaimed Goods,Equipment,Customer-owned motor vehicle,or any other personal property,in aomrdance with applicable abandonment laws,and/or (ii)make the Goods,Equipment,Customer-owned motor vehicle,or any other personal property,available for auction or sale to other customers or to the public,or (ill) otherwise use,destroy,or recycle the Goods,Equipment,Customer-owned motor vehicle,or any other personal property,at Customers sole cost and expense,and without any liability to Cummins. 6.DELAYS.My delivery,shipping,installation,or performance dates indicated in this Agreement are estimated and not guaranteed.Further,deliverytime is subject to confirmation at time of order.Cummins shall not be liable to Cusfomerorany third party for any loss,damage,or expense suffered by Customer or third party due to any delay in delivery,shipping.installation,or performance,however occasioned,including any delays in performance that result directly or indirectly from acts of Customer or causes beyond Cummins'control,including but rot limited to acts of God,accidents,fire,explosions,flood,unusual weather conditions,acts of government authority,embargos,ware,strikes or other labor disputes,clvii commotion, terrorism,sabotage,late delivery by Cummins' suppliers,fuel or other energy shortages,or an inability to obtain necessary labor,matenals,supplies,equipment or manufacturing facilities.AS A RESULT OF COVID-19 RELATED EFFECTS OR INDUSTRY SUPPLY CHAIN DISRUPTIONS, TEMPORARY DELAYS IN DELIVERY,LABOR OR SERVICES FROM CUMMINS AND ITS SUB-SUPPLIERS OR SUBCONTRACTORS MAY OCCUR.AMONG OTHER FACTORS,CUMMINS'DELIVERY OBLIGATIONS ARE SUBJECT TO CORRECT AND PUNCTUAL SUPPLY FROM OUR SUB-SUPPLIERS OR SUBCONTRACTORS,AND CUMMINS RESERVES THE RIGHT TO MAKE PARTIAL DELIVERIES OR MODIFY ITS LABOR OR SERVICE.WHILE CUMMINS SHALL MAKE EVERY COMMERCIALLY REASONABLE EFFORT TO MEET THE DELIVERY,SERVICE OR COMPLETION OBLIGATIONS SEt FORTH HEREIN,SUCH DATES ARE SUBJECT TO CHANGE.IN THE EVENT DELIVERY,SHIPPING, INSTALLATION.OR PERFORMANCE IS DELAYED,HOWEVER OCCASSIONEO,DUE TO EVENTS BEYOND CUMMINS'REASONABLE CONTROL,THEN THE DATE OF DELIVERY,SHIPPING,INSTALLATION,OR PERFORMANCE FOR THE GOODS OR SERVICES SHALL BE EQUITABLY EXTENDED FOR A PERIOD EQUAL TO THE TIME LOST,PLUS REASONABLE RAMP-UP. 7.LIMITED WARRANTIES. New Goods:New Goods purchased or supplied under this Agreement are governed by the express written manufacturers'warranty.No other warranty for Goods supplied under this Agreement is provided under this Agreement Cummira Exchange Components,Other Exchange Components,and Recon:Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers'eucharge components or Ream Components which are sold by Cummins.In the event St defects in such items,only manufacturers'warranties will apply. HHP Exchange Engine:HHP Exchange Engines remanufacfured by Cummins urderthis Agreement are governed by the express Cummirs'written warranty.No other warranty for HHP exchange Engines supplied underthis Agreement is provided under this Agreement" General Service Wore:Al Services shall be flee from defects in workmanship )i)for power generation equipment )Ircludirg engines in such equipment),for a period of ninety (50)days after completion of Services or 500 hours of operation,whichever occurs first;or (ri)for engines,for a period of ninety (50)days attercxrmpletion ot Services,25,000 miles or900 hours otoperatior.whichever occurs first In the event of a warrantable defect iv workmanship of Services supplied under this Agreement ç"Warrartable Defecr'),Cummins'obligahor shall be solely limited to correcting the Warrantable Defect.Cumrmmirs shall rxxmect the Warrantable Defect where (i)such Warrantable Defect becomes apparent to Customer during the warranty period;(h) Cummina receives written nohce otthe Warrantable Defect within thirty (30)days tsllsvong discovery by Customer;and )iu)Cummins has determined that there is a Warrantable Detect.Warrantable Detects remedied underthis provision shall be subject to the remaining warranty period of the original warranty of the Services.New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty period still available from the ongiral warranty ot suck Goods. Used Goods:Used Goods are sold "as Is,where is"unless exception is made in writing between Cummins and Customer.Customer agrees to inspect all used Goods before completing the purchase. THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES.ENDORSEMENTS,AND CONDITIONS OF ANY KIND.EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Custornershall indemnity,defend and hold harmless Cummins from and against any and all claims,actions,costs,expenses,damages and liabilities,including reasonable attorneys'fees,brought against or incurred by Cummirs related to or arising out otfris Agreement orthe Services and/orGoods supplied underthis Agreement (collecovely,the ""Claims"),where such Claims were caused or contributed,in whole or in pert,by the acts,omissions,fault or negligence of the Customer.Customer shall present any Oaima covered by this Indemnity,including any lenders for defense and indemnity by Cummins to its insurance corner unless Cummins directs that the defense will be handled by Cummins' legal counsel at Customers expense. 5.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS OFFICERS,DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PANTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,LIQUIDATED,OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DOWNTIME.LOSS OF PROFIT OR REVENUE.LOSS OF DATA LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL,ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY).OR IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SER'.qCES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS?LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER?S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM.BY ACCEPTANCE OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Indiana without giving effect to any choice or conflict of law provision.The parties agree that the court of the State of Indiana shall have exclusive jurisdiction tc settle any dispute or claIm arising in connection with this Agreement Ii.ASSIGNMENT.This Agreement is binding on the parties and their successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION;TERMINATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'prior written consent Cumrnins may charge Customer a cancellation charge iv aamrdarcewith current Cummins policy which is available upon request,In addition to the actual,non-recoverable costs incurred by Cummiss.Cummins mayterminate this Agreement,in whole orin part,forcause if the Customer breaches its obligations underthis Agreement,and such breach is not cured within fifteen (15)days after written notce to Customer,or such longer time that Cummina may speciry in its notice.Cummins may,at anytime,terminate this Agreement for convenience upon thirty (30)days'wriser notice to Customer.If the Customer defaults by (I)breaching any term of this Agreement,(ii)becoming insolvent ordeclared bankrupt,or(ii)making an assignment forthe benefit of creditors,Cummins may,upon written notice to Customer,immediately terminate this Agreement Upon such termination for default,Cummins shall immediately cease any further performance under this Agreement,without further obligation or liability to Customer,and Customer shall pay Cummins for any Goods or Services supplied under this Agreement,in accordance with the payment terms detailed in this Agreement. If a notice of termination for default has been issued and is later determined,for any reason,that the Customer was not in default,the rights and obligations of the parties shall treat the termination as a termination for convenience. 13.REFUNDS;CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins.Cummins may,at its sole discretion,agree to accept Goods for return and provide credit where Goods are in new and saleable condition and presented with a copy of the original invoice.Credits ton returns will be subject to up to al5%handling/restocking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY.My intellectual property eghts created by either party,whether independently orjointly,in the course of the performance of this Agreement or otherwise misted to Cummirs pre-erusting intellectual property or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all nght,title,and interest to such Intellectual property to Cummins.My Cummins pre-existinfi intellectual property shall remain Cummins' property.Nothing in this Agreement shall be deemed to have given Customer a license or any other rights to use any of the intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customershall comply with all laws applicable to ifs activities under this Agreement,including without limitation,all applicable national,provincial,and local export,anti-bribery,environmental,health,and safety laws and regulations in effect.Customer acknowledges that the Goods,and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade cortrols restricting the sale,export,re-export and/or transfer,directly or indirectly,otsuch Goods ortechno)ogy to certain countries or partlee,induding,but not limited to.licensing requinementS underappllcable laws and regulations of the United Stales,the United Kngd0m and other juti8dlCt0flS.It is the intention ot Cummins to comply with these laws,rules,and regulations.My other provision of this Agreement to the cortrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-border movement of goods or technology,and all related orders in effect from time to time,and equivalent measures.Customershall accept full responsibility for anysnd all clvii orcrimiral liabilities and costs arising from any breaches of those laws and regulations and will defend,indemnity,and hold Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities,judgments,costs,fees,and expenses incurred by Cummins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each petty shall keep confidential any information received from the other that io not generally known to the public and at the time of disclosure,would reasonably be understood by the receiving party to be proprietary or confidential,whether disclosed in oral,written,visual,electronic.orother form,and which the receiving party (or agents)learns in connection with this Agreement including,but rot limited to:(a)business plans.strategies,sales,projects and analyses; (b)financlal information,pricing,and fee structures;(c)business pmocessro,methods,and models;)d)employee and supplier information;)e)specitcations;and )f)the terms and conditions of this Agreement.Each party shall take necessary steps to ensure compliance with this provision by its employees and agents. 17.PRICING.To the extent allowed bylaw,actual prices invoiced to Customer may vary from the price quoted at the time of order placement,as the same will be adjusted for prices prevailing on the date of shipment ('Shipment Date')or.in the case of Services,the date of perforrrrance ('Performance Date'),due to economic and market conditions on the Shipment Date or Performance Date,whichever is applicable.Subject to local laws,Cummins reserves the right to adjust pncing on goods and services due to input cost (including without limitation,rawmafeeals,tebrication components,direct or indirect materials,packaging materials,overhead,etc.)and laborcost changes and/on other unforeseen circumstances beyond Cummins'control. 18.MISCELLANEOUS.Al notices,including but not limited to disputes of invoices or otherwise,under this Agreement shall be in writing and be delivered personally,mailed via first class certined or registered mail,or vent bye nationally recognized express courier service to the addresses set forth in the Quote and/or Invoice.No amendment of this Agreement shall be valid urless it is writing and signed by the parses hereto.Failure of either party to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any time thereafter or the enforceability of the Agreement generally,nor shall the waiver by a party of a breach of any of the provisions hereof conshtute a waiver of any succeeding breach.My provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof.The Parties'rights,remedies,and obligations underthis Agreement,which by their nature are intended to continue beyond the termination or cancellation of this Agreement,including but not limited to the Section 5.Limitation of Liability provision contained herein,shall survive the expiration,termination,or cancellation of this Agreement. These terms are exclusive and constitute the entire agreement.Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase of the Goods and/or Services pursuant to these terms and conditions.Acceptance of this Agreement is expressly conditioned on Customers assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreemerl.Headings or other subdivisions of this Agreement are inserted for convenience of reference and shall not limit or affect the legal construction of any provision hereof. 15.To the extent applicable,this contractor and subcontractorshall abide by the requirements of 41 CFR §$60-1.4(a),60-300.5(a)and 60-741.5(a).These regulations prohibit discrimination against qualined individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based or their race,color,religion,sex,sexual orientation,gender identity or national origin.Moreover,these regulations require that covered prime contractors and subcontractors take affirmative sutton to employ and advance in employment Individuals without regard to race,color,religion,sex,sexual orertation,gender identity,national origin,protected veteren status or disability.The employee notice requirements set forth in 29 CFR Part 471,Appendix A to Subpart A,are hereby incorporated by reference into this contract. Exhibit A Page 2 of 6 Sales and Service INDIANAPOLIS IN BRANCH 3621 W MORRIS STREET INDIANAPOLIS,IN 46242-0917 (317)244-7251 BILL TO CARMEL FIRE DEPARTMENT 210 VETERANS WAY CARMEL.IN 46032-3391 Payment terms are 30 days from invoice date unless otherwise agreed upon in writing.Remit to: Cummins Sales and Service P0 Box 772639 Detroit,MI 48277-2639 OWNER ESTIMATE TO PAY ONLINE LOGON TO customerpayment.cummins.com CFD MAN ITENANCE 4925E106THST PAGE 20F3 CARMEL,IN 46033-3800 *CHARGE JASON FORCE -3176904283 DATE CUSTOMER ORDER NO.DATE IN SERVICE ENGINE MODEL PUMP NO.EQUIPMENT MAKE 21 -MAY -2025 17 -JAN -2016 ISL9 CM2350 L101 PIERCE CUSTOMER NO.SHIP VIA FAIL DATE ENGINE SERIAL NO.CPL NO.EQUIPMENT MODEL 505471 14-MAY-2025 73936550 EN FORCER REF.NO.SALESPERSON PARTS DISP.MILEAGE/HOURS PUMP CODE UNIT NO. 242820 100058 346 OSN/MSNNIN GA016714 -1 0 37800740 TURBO,HE300VG ISL DIRTY 67500 -675.00 1 0 5264568 GASKET,OIL DRAIN CECO 3.40 3.40 1 0 5263924 GASKET,TURBOCHARGER CECO 19.48 19.48 1 0 5264459 HOSE,PLAIN CECO 38.46 38.46 1 0 3824510 CRC CLEANER NSPART1 43.92 43.92 1 0 ACTION -SP DEGREASERCLEANER NSPART1 21.96 21.96 1 0 4988280 GASKET,I-IYDRAULIC PUMP CECO 4.46 4.46 1 0 5272819 SEAL,RECTANGULAR RING CECO 2.17 2.17 TAX EXEMPT NUMBERS:PARTS:46,269.87 PARTS COVERAGE CREDIT:0.00CR TOTAL PARTS:46,269.87 SURCHARGE TOTAL:0.00 LABOR:7,442.50 LABOR COVERAGE CREDIT:0.00CR TOTAL LABOR:7,442.50 TRAVEL:1,120.00 TRAVEL COVERAGE CREDIT:0.00CR TOTAL TRAVEL:1,120.00 MISC.:-4,910.50 MISC.COVERAGE CREDIT:0.00CR TOTAL MISC.:-4,910.50 LABOR PREMIUM -5,750.00 ROAD MILEAGE 39.50 Completion date :22 -May -2025 08:56AM.Estimate expires :20 -Jun -2025 07:56AM. Billing Inquiries?Call (877)480-6970 THERE ARE ADDITIONAL CONTRACT TERMS ON THE REVERSE SIDE OF THIS DOCUMENT,INCLUDING LIMITATION ON WARRANTIES AND REMEDIES,WHICH ARE EXPRESSLY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLEDGES HAVE BEEN READ AND FULLY UNDERSTOOD. AUTHORIZED BY (print name)SIGNATURE DA Exhibit A Page 3ot 6 These terms and conditions (Terms and Condigons),togetherwith the estimate/quote (the QuoteS)and/or invoice (invoice")attached to these Terms and Conditions,are hereinafter collectively referred to as this "Agreement"and shall constitute the entire agreement between the customer ("Customer")identifed on the Quote and/or Invoice and Cummins Inc.("Cummins")and supersede any previous representation,statements,agreements Or understanding (oral or wnlten)between the parties with respect to the subject matter of this Agreement.Customer shall be deemed to have made an unqualified acceptance of these Terms and Conditions represents that by its signing of this Agreement that the signer represents that he on she is duly authorized to enter into this Agreement.Further,Customer authonzes,it applicable,the performance of services and labor on Customers vehicie and/or equipment as provided.This shall become a binding agreement between the parties on the earliest ott/re following to occur (i)Cummins'receipt of Customers purchase order on purchase order number;(Ii)Customers signing or acknowledgment of this Agreement;(iii)Cummins'release of Products to production pursuant to Customers oral or written instruction or direction;(iv)Customers payment of any amounts due to Cummins;or (v)any Other event constituting acceptance under applicable law.NO prior inconsistent course of dealing,course of performance,or usage Of trade,if any! constItutes a waiver of.or serves to explain or Interpret,the Terms and Conditions set forth in this Agreement. Electronic transactions between Customer and Cummins will be solely govemed by the Terms and Conditions ot this Agreement!and any terms and conditions on Customers website,vendor portal,or other internet site will be null and void and of no legal effect on Cummino.In the event Customer delivers,references,incorporates by reference,or produces any purchase order or document,vendor portal terms,specifications,agreement (whether upstream or otherwise),or any terms and conditions related thereto,then such specifications,terms,document,or other agreement;(I)shall be null and sold and of no legal effect on Cummino,and (ii)this Agreement shall remain the goveming terms oft/re transaction. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES.Cummins shall supply pert(s)and/or component(s)and/or engine(s)and/or generator set(s)(""Goods"")and/or perform the maintenance,troubleshooting,diagnostic testing,and/or repair )""Service(s)"")on the equipment identified in the Quote and/or Invoice (TEquipment""),if applicable,in accordance with the speciftcetions in the Quote and/or Invoice.Unless otherwise agreed by the Parties in wnting:(i)no additional services orgoods are included in this Agreement;and (u)this Quote is valid for a maximum period of thirty (30)days from the date appearing on the fret page of this Quote ('Quote Validation Period').At the end of the Quote Validation Pared,this Quote will automatically expire unless accepted by Customer prior to the end of the Quote Validation Period.The foregoing notwithstanding,in no event shall this Quote Validation Period be deemed or otherwise considered to be a firm offer penod nor to establish an option contract,and Cummins hereby reserves its right to revoke or amend this Quote at any time prior to Customers acceptance. 2.CUSTOMER OBLIGATIONS,If necessary,Customer shall provide Cummins sate and tree access to Customers site and arrange for all related services and utilities necessary for Cummios to safeiy and freely perform the Services.Durng the performance of the Services,Customershall folly and completely secure all or any part of any tadlity where the Equipment is located to remove and mitigate any and all safety issues and risks,including but not limited to injury to facility occupants, customers,invitees,or any third party and/or property damage or work Interruption ansing out of the Services,If appliceble,Customer shall make all necessary arrangements to address and mitigate the consequences of any electncal service interruption which might occur during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the owners manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins.payments are due thirty (30)days from the date of Invoice.If Customer does not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply oft/re Goods and/Or Services. If payment is not received when due,in addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent (18%)interest annually on late payments,or the maximum amount allowed bylaw.Customer agrees to pay all Cummins'costs and expenses (including all reasonable attorneys'tees)related to Cummins'enforcement and collection of unpaid invoices,or any other enforcement of this Agreement by Cummins.It Customer tails to make any payments to Cummins when due and payable,and such failure continues for more than sixty (60)days from the date otthe invoice,or less if required by applicable law,then Cumminu may.at Cummins'sole discretion and without prejudice to any other nghts or remedies, either (i)terminate this Agreement;or (ii)suspend its Services and/or suspend delivery of any undelivered Goods or parts in Cummins'possession until payment for unpaid invoces is received.In the event that Cummins suspends its performance of Services due to Customers breach or non-payment,then Cummins shall be entitled to an equitable extension of its delivery dates and/or schedule of Services fore period of time equal to the suspension perod,plus a reasonable ramp up pared and all costs (including default interest)caused by such suspension shall be assumed by Customer.Airy dispute or claim Customer may have with or against Cummins'invoice,regarding the scope,quality or amount charged for any parts or services provided to Customer,must be asserted in wilting and noticed pursuant to these Terms and Conditions within thirty (30)days of the date ott/re invoice,or shall be waived by the Customer. 4.TAXES;EXEMPTIONS.The Invoice includes all applicable local,state,or federal sales and/or use or similar taxes which Cuminins is required by applicable laws to collect from Customer under this Agreement.Customer must provide a valid tax exemption certificate or direct payment certificate prior to shipment of the Goods or performance of the Services,or such taxes will be included in the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS.Unless otherwise agreed in writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to the first des0nation.If agreed,any charges for third party freight are subject to adjustment to reflect any change in price at tIme of shipment Unless otherwise agreed to,packaging method,shipping documents and manner,route and caster and delivery shall bees Cummins deems appropnate.AU shipments are made within normal business hours,Monday through Fnday.Unless otherwise agreed in writing by the parties,title and risk of loss for any Goods sold under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight camer onto Customer at pickup at Cummirs'facility.The purchase of Goods or the performance of Services on Equipment,Customer-owned motor vehicle,or any other personal property,is a 'take or pay'obligation on the part of the Customer,such that Customer is absolutely and irrevocably required to accept and pay ton the Goods,or ary Services performed on Equipment.Customer-owned motor vehicle,or any other personal property,if delivery or pick-up of Goods,Equipment,Customer-owned motor vehicle,or any other personal property,is delayed,deferred,or refused by Customer beyond thirty (30)days from the agreed upon delivery date or the detest completion of Services. In the event Customer fails to pick-up Equipment,Customer-owned motor vehicle,or any other personal property,or fails to take any or all shipments ot Goods ordered hereunder within thirty (30)days of the agreed upon delivery date,Cummins shall Invoice the Customer and,upon Cummins'sole discretion,Cummins may either.)i)deliver the Goods or Equipment to the location indicated on Customers purchase order (regardless of whether Customer elected to pick up the Goods or Equipment at Cummins'facility or otherwise indicated an alternate delivery method),and Customer shall assume all aa500ated delivery costs incurred by Cummins,or (i)charge storage fees for the additional Inventory holding period,the additional inventory holding period rot to exceed sixty (60)days from the agreed upon delivery date or the date ot completion of Services,unless otherwise agreed by Cummins in writing or required bylaw.A storage fee of twenty-five dollars ($25.00)per day or one and one-half percent (1.5%)per month of the invoiced amount,whichever is greater,shall be assessed for any Goods,Equipment,Customer-owned motor vehide,on any other personal properly,whose delivery or pick-up is delayed,deterred,or refused by Customer beyond thirty (30)days from the agreed upon delivery date or the date of complehon of Services. Unless otherwise agreed by Cummins in writing,in the event delivery or pick-up of Goods,Equipment.Customer-owned motor vehide,or any other personal property,are delayed,deferred,or refused by Customer beyond sixty (60)days from the agreed upon delivery or pick-update.ordate of completion of Services,then Cummins has the right,in its sole discretion,to;(i)tow,remove,on otherwise dispose otthe unclaimed Goods,Equipment,Customer-owned motorvehicle,or any other personal property,in aowrdarce with applicable abandonment laws,and/or (ri)make the Goods.Equipment,Customer-owned motor vehicle,or any other personal property,available for auction or sale to other customers or to the public,or (ri) otherwise use,destroy,or recycle the Goods,Equipment.Customer-owned motor vehicle,or any other personal property,at Customers sole cost and expense,and without any liability to Cummina. 6.DELAYS.My delivery,shipping,installation,or performance dates indicated in this Agreement are estimated and not guaranteed.Further,cleliverytime is subject to confirmation at time of order.Cummins shall not be liable to Customerorary third party for any loss,damage,or expense suffered by Customer or third party due to any delay in delivery,shipping,installation,or performance,however occasioned,including any delays In performance that result directly or indirectiy from acts of Customer or causes beyond Cummins'control,including but not limited to acts of God,accidents,fire,explosions,flood,unusual weather conditions,acts of government authorty,embargos.wars,strikes or other labor disputes,dvii commotion, terrorom,sabotage,late delivery by Cummins' suppliers,fuel or other energy shortages,or an Inability to obtain necessary labor,materials,supplies,equipment or manufacturing facilities.AS A RESULT OF COVID-19 RELATED EFFECTS OR INDUSTRY SUPPLY CHAIN DISRUPTIONS, TEMPORARY DELAYS IN DELIVERY,LABOR OR SERVtCES FROM CUMMINS AND ITS SUB-SUPPLIERS OR SUBCONTRACTORS MAY OCCUR.AMONG OTHER FACTORS,CUMMINS'DELIVERY OBLIGATIONS ARE SUBJECT TO CORRECT AND PUNCTUAL SUPPLY FROM OUR SUB-SUPPLIERS OR SUBCONTRACTORS,AND CUMMINS RESERVES THE RIGHT TO MARE PARTIAL DELIVERIES OR MODIFY ITS LABOR OR SERVICE.WHILE CUMMINS SHALL MAKE EVERY COMMERCIALLY REASONABLE EFFORT TO MEET THE DELIVERY,SERVICE OR COMPLETION OBLIGATIONS SET FORTH HEREIN,SUCH DATES ARE SUBJECT TO CHANGE.IN THE EVENT DELIVERY,SHIPPING, INSTALLATION,OR PERFORMANCE IS DELAYED,HOWEVER OCCASSIONED,DUE TO EVENTS BEYOND CUMMINS'REASONABLE CONTROL,THEN THE DATE OF DELIVERY,SHIPPING,INSTALLATION,OR PERFORMANCE FOR THE GOODS OR SERVICES SHALL BE EQUITABLY EXTENDED FOR A PERIOD EQUAL TO THE TIME LOST,PLUS REASONABLE RAMP-UP. 7.LIMITED WARRANTIES. New Goods:New Goods purchased or supplied under this Agreement are govemed by the express wrtten manufacturers'warranty.No other warranty for Goods supplied under this Agreement is provided under this Agreement Cummira Exchange Components,Other Exchange Components,and Recon:Cummins will administer the Cummina exchange component warranty and the warranties of other manufacturers'exchange components or Recon Components which are sold by Cummins.In the event of defects in such items,only manufacturers'warranties will apply. HHP Exchange Engine;HHP Exchange Engines rnmanufactured by Cummins under this Agreement are governed by the express Cumminu'written warranty.No other warranty for HHP exchange Engines supplied under this Agreement is provided under this Agreement" General Service Work:Al Services shall be tree from defects in workmanship (i)for power generation equipment (including engines in such equipment),for a period of ninety (90)days after completion of Services or 500 hours of operation,whichever occurs first;or (v)for engines,tore period of ninety (90)days after completion of Services,25,000 miles or 900 hours of operation,whichever occurs rtrst.In the event of a warrantable defect in workmanship of Services supplied under this Agreement (""Warrantable Defect""),Cummirs'obligation shall be solely limited to correcting the Warrantable Defect.Cummins shall correct the Warrantable Defect where (i)such Warrantable Defect becomes apparent to Customer during the warranty period:(ii) Cummins receives written notice of the Warrantable Defect within thirty (30)days following discovery by Customer;and (Hi)Cummirs has determined that there is a Warrantable Detect.Warrantable Defects remedied underthis provision shall be subject to the remaining warranty period of the original warranty of the Services.New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty period still available from the original warranty of such Goods. Used Goods;Used Goods are sold ""es is,where is""unless exception is made in writing between Cummins and Customer.Customer agrees to inspect all used Goods before completing the purchase. THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customenshall indemnity,defend and hold harmless Cummins from and against any and all claims,actions,costs,expenses,damages and liabilities,including reasonable atlomeys'fees,brought against or incurred by Cummirs related to or arising Out of this Agreement or the Services and/or Goods supplied under this Agreement (collectively,the "Clalms""),where such Claims were caused or osrtnbuted,in whole or in part,by the acts,omissions,fault of negligence of the Customer.Customer shall present any Claims covered by this indemnity,including any tenders for defense and indemnity by Cummire to its insurance carrier unless Cummirs directs that the defense will be handled by Cummins' legal counsel at Customers expense. 9.LIMITATION OF LIABILITY.NO1WITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,ltd NO EVENT SHALL CUMMINS,ITS OFFICERS,DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,LIQUIDATED,OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DOWNTIME,LOSS OF PROFIT OR REVENUE,LOSS OF DATA LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL,ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY),OR IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS?LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER?S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM.BY ACCEPTANCE OF THIS AGREEMENT. CUSTOMER ACKNOtiW-EDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be govemed by and construed in ardarce with the laws of the State of Indiana without givIng effect to any choice on confict of law provision.The parties agree that the court of the State of Indiana shall have exclusive junsdiction to settle any dispute or claim arising in connection with this Agreement 11.ASSIGNMENT.This Agreement is binding on the parties and their successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummirs. 12.CANCELLATION;TERMINATION.Orders pieced with and accepted by Cummirs may rot be cancelled except with Cummins'pnor written consent.Cummins may charge Customer a cancellation charge in aowrdance with current Cummins policy which is available upon request,in addibon to the actual,non-recoverable costs incurred by Cummlrs.Cummins may terminate this Agreement,in whole or in part,for cause if the Customer breaches its obligations under this Agreement,ard such breach is not cured within fifteen (15)days after wrifien notice to Customer,or such longer time that Cummins may speoty in its notice.Cummins may,at anytime,terminate this Agreement for convenience upon thirty (30)days'wriaer notice to Customer,If the Customer defaulto by (I)breaching any term of this Agreement,(I)becoming insolvent or declared bankrupt,or (ii)making an assignment for the benefit of creditors,Cummirs may,upon written notice to Customer,immediately terminate this Agreement Upon suck termination for default,Cummirs shall immediately cease any further performance under this Agreement,without further oblifiation or liability to Customer,and Customer shall pay Cummins for any Goods or Services supplied under this Agreement,in accordance with the payment terms detailed in this Agreement. It a notice of fermination for default has been issued and is later determined,for any reason,that the Customer was not in default,the rights and obligations of the parties shall treat the terminahon as a termination for convenience. 13.REFUNDS;CREDITS.Goods ordered and delivered by Cummino under this Agreement are not returnable unless agreed to by Cummins.Cummins may,at its sole discretion,agree to accept Goods for retum and provide credit where Goode are in reward saleable condition and presented with a copy of the original invoice.Credits for returns will be subject to up to a 15%handling/reotocking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY.My intellectual property rghts created by either party,whether independently orjoirtly,in the course of the performance of this Agreement or otherwise related to Cummins pre-eidstirg intellectual property or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all right,title,and interest to ouch intellectual property to Cummirs.Airy Cumrnins pro-existing intellectual property shall remain Cummins' property.Nothing In this Agreement shall be deemed to have given Customer a license or any other rights to use ary ott/re intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customershall comply with all laws applicable to its activities under thisAgreement,irduding without limitation,all applicable national,provincial,and local export,anti-bribery,environmental,health,and safety laws and regulations in effect.Customer acknowledges that the Goods,and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls restricting the sale,export,re-expert and/or transfer,directly or indirectly,of such Goods ortechnology to certain countries or parties,including,but nor limited to,licensing requirements urderapplicable laws and regulations of the United States,the United Kingdom and otherjurisdickons.It is the intention Of Cummins to comply with these laws,rules,and regulations.Airy other provision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-border movement of goods on technology,and all related orders In effect from time to time,and equivalent measures.Customer shall acceptfull responsibility for any and all civil or criminal liabilities and costs arisirg from any breaches Of those lea's and regulators and will defend,indemnity,and hold Cummirs harmless from and against any and all fires,penalties,claim,damages.liabilities,judgments,costs,fees,and expenses incurred by Cumrnins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information received from the other that is not generally known tot/re public and at the ftme of disclosure,would reasonably be understood by the receiving party to be proprietary or confidential,whether disclosed in oral,written,visual,electronic,orothertorm,and which the receiving party (or agents)learns in connection with this Agreement including,but notlimited to:(a)business plans,strategies,sales,projects and analyses: (b)firancial information,pricing,and fee structures;(c)business processes,methods,and models;(d)employee and supplier irtormmiarion;(a)speclfications:and (f)the terms and conditions otthis Agreement.Each party shall take necessary steps to ensure compliarce with this provision by ifs employees and agents. 17.PRICING.To the extent allowed bylaw,actual prices Invoiced to Customer may vary from the price quoted at the time of order placement,as the same will be adjusted for prices prevailing or the date of shipment ('Shipment Date')or,in the case of Services,the date of performance ('Performance Date'),due to economic and market conditions on the Shipment Date or Performance Date,whichever is applicable.Subject Ix local laws,Cummins reserves the right to adjust pricing on goods and services due to input cost (including without limitation,raw materals,fabrication components,direct or indirect materials,packaging materals,overhead.etc.)and laborcoor changes and/Or other unforeseen drcumstances beyond Cvrnmins'control. ifi.MISCELLANEOUS.Al notices,including but rot limited to disputes of invoices orotherwise,underthis Agreement shall be in writing and be delivered personally,mailed via first class certified or registered mail,or sent by a nationally recognized express courier service to the addresses set forth in the Quote and/or Invoice.No amendment of this Agreement shall be valid unless it is writing and signed by the parties hereto.Failure of either party to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any bme thereafter or the enforceability of the Agreement generally.nor shall the waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.My provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof.The Parties'rights,remedies,and obligations under this Agreement.which by their nature are intended to continue beyond the termination or cancellation otthis Agreement,including but not limited tot/re Seckon 9.Limitafion of Liability provision contained herein,shall survive the expiration,termination,or cancellation of this Agreement. These terms are exclusive and constitute the entire agreement Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase oft/re Goods and/or Services pursuant to these terms and conditions.Acceptance of this Agreement is expressly conditioned or Customers assent to all such terms and conditions.Neither party has relied or any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreement.Headings or other subdivisions of this Agreement are inserted for convenience of reference and shall not limit or affect the legal construction of any provision hereof. 19.To the extent applicable,this contractorand subosnfractorshall abide by the requirements ot41 CFR §$60-1.4(a),60-300.5(8)and 60-741.5(a).These regulations prohibit discrimination aganst qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based or their race,color,religion,sex,sexual orientation,gender identity or national origin.Moreover,these regulations require that covered pnrne contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race,color,religion,sex,sexual orientation,gender identity,rational origin,protected veteran status ordisability.The employee notice requirements set forth in 29 CFR Part 471,Appendix A to Subpart A,are hereby incorporated by reference into this contract. Exhibit A Page 4 of 6 Sales and-Service INDIANAPOLIS IN BRANCH 3621 W MORRIS STREET INDIANAPOLIS,IN 46242-0917 (317)244-7251 BILL TO CARMEL FIRE DEPARTMENT 210 VETERANS WAY CARMEL,IN 46032-3391 OWNER ESTIMATE TO PAY ONLINE LOGON TO customerpayment.cummins.com CFD MANITENANCE 4925E106THST PAGE 30F3 CARMEL,IN 46033-3800 CHARGE JASON FORCE -317 6904283 DATE CUSTOMER ORDER NO.DATE IN SERVICE ENGINE MODEL PUMP NO.EQUIPMENT MAKE 21 -MAY-2025 17 -JAN -2016 ISL9 CM2350 L1O1 PIERCE CUSTOMER NO.SHIP VIA FAIL DATE ENGINE SERIAL NO.CPL NO.EQUIPMENT MODEL 505471 14-MAY-2025 73936550 ENFORCER REF.NO.SALESPERSON PARTS DISP.MILEAGE/HOURS PUMP CODE UNIT NO. 242820 100058 346 OSN/MSNNIN GA016714 FREIGHT MISCELLANEOUS Completion date :22 -May -2025 08:56AM.Estimate expires :20 -Jun -2025 07:56AM. LOCAL 550.00 250.00 0.00 Billing Inquiries?Call (877)480-6970 THERE ARE ADDITIONAL CONTRACT TERMS ON THE REVERSE SIDE OF THIS DOCUMENT,INCLUDING LIMITATION ON WARRANTIES AND REMEDIES,WHICH ARE SUB TOTAL:49,921.87 EXPRESSLY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLEDGES HAVE TOTAL TAX:0.00 BEEN READ AND FULLY UNDERSTOOD. TOTAL AMOUNT:US $49,921.87 Payment terms are 30 days from invoice date unless otherwise agreed upon in writing.Remit to: Cummins Sales and Service P0 Box 772639 Detroit,MI 48277-2639 AUTHORIZED BY (print name)SIGNATURE DATE___________________ Exhibit A Page 5óf 6 These terms and conditions (Terms and Conditions),together with the estimate/quote (the "QUota")and/or invoice ("Invoice")attached to these Terms and Conditions,are hereinafter collectively reterned to as this "Agreement"and shall constitute the entire agreement between the customer ("Customer)identified on the Quote and/or Invoice and Cummins Inc.("Curnmins")and supersede any previous representation,statements,agreements or understanding (oral or written)between the parties with respect to the subject matter of this Agreement.Customer shall be deemed to have made an unqualified acceptance of these Terms and Conditions represents that by its signing of this Agreement that the signer represents that he on she is duly authorized to enter into this Agreement.Further,Customer authorizes,it applicable,the performance of services and labor on Customers vehicle and/or equipment as prorided.This Shall become a binding agreement between the parties on the earliest ot the following to occur:(i)Cummins'receipt ot Customers purchase order or purchase order number (il)Customer's signing or acknowledgment ot this Agreement;(ii)Cummins'release Or Products to production pursuant to Customers oral orwetten instruction or direction;(iv)Customers payment otany amounts due to Cummins;or (v)any otherevent constituting acceptance underapplicable law.No prior inconsistent course of dealing,course ot performance,or usage ottrade,itany, constitutes a waiver ot,or serves to eoplaln or interpret,the Terms and Conditions set forth in this Agreement. Electronic transactions between Customer and Cummios will be solely govemed by the Terms and Conditions St this Agreement,and any terms and conditions on Customers website,vendor portal,or other internet site will be null and void and of no legal effect on Cummins.In the event Customer delivers,references,incorporates by reterence,or produces any purchase order or document,vendor portal terms,spedflcasons,agreement (whether upstream or otherwise),or any terms and conditions related thereto,then such specifications,terms,document,or other agreement:)i)shall be null and void and of no legal effect on Cummins,and )il)this Agreement shall remain the governing terms of the transaction. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES.Cummins shall suprdy part(s)end/sr component(s)and/or engine(s)and/or generator set(s)(""Goods"")and/or perform the maintenance,troubleshooting,diagnostic testing,and/or repair (""Service(s)"")on the equipment identified in the Quote end/sr Invoice (""Equipment""),if applicable,in accordance with the spedfcatlons in the Quote and/or Invoice.Unless otherwise agreed bythe Parties in writing:)i)no additional services or goods are included in this Agreement;and (ii)this Quote is valid tore maximum period ofithirty (30)days from the date appearing on the first pegeotthis Quote ('Quote Validation Period').At the end of the Quote Validation Penod,this Quote will automatically expire unless accepted by Customer prior to the end of the Quote Validation Period.The foregoing notwithstanding,in no event shall this Quote Validation Period be deemed or otherwise considered to be a frm otter period nor to establish an option contract,and Cummins hereby reserves its right to revoke or amend this Quote at any time priorto Customers acceptance. 2.CUSTOMER OBLIGATIONS,If necessary,Customer shall provide Cummins safe and tree access to Customers site and arrange for all related services and utilities necessary for Cummins to safely and freely perform the Services.During the performance of the Services,Customershall folly and completely secure all or any pert of any tadlity where the Equipment is located to remove and mitigate any and all safety issues and risks.induding but not limited to injury to facility Occupants, customers,invitees,or any third party and/or property damage or wont interrupbon arising out of the Services,It applicable,Customer shall make all necessary arrangements to address and mitigate the consequences of any electrical service interruption which might scour during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the owner's manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins,payments am due thIrty (30)days from the date of Invoice.If Customer does not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods and/or Services. It payment is not received when due,In addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent (18%)Interest annually on late payments,or the maximum amount allowed by law.Customer agrees to pay all Cummins'costs and expenses (induding all reasonable attorneys'tees)related to Cummins'enforcement and collection of unpaid Invoices,or any other enforcement of this Agreement by Cummins.If Customer tails to make any payments to Cummins when due and payable,and such failure continues for more than sixty (60)days from the date of the invoice,or less it required by applicable law,then Cummins may,at Cummins'sole discretion and without prejudice to any other rights or remedies, either (I)terminate this Agreement;or (H)suspend its Services and/or suspend delioery of any undeliverert Goods or parts in Cummins'possession until payment for unpaid invoices is received.In the event that Cummins suspends its performance of Services due to Customers breach or non-payment.then Cummins shell be entitled to an equitable extension of its delivery dates and/or schedule of Services for a period of time equal to the suspension period,plus a reasonable ramp up period and all costs (induding default interest)caused by such suspension shall be assumed by Customer.Any dispute or claim Customer may have with or against Cummins'invoice,regarding the scope,quality or amoant charged for any parts or services provided to Customer,must be asserted in wilting and noticed pursuant to these Terms and Conditions within thirty (30)days of the date or the invoice,or shall be waived by the Customer. 4.TAXES;EXEMPTIONS.The Invoice indudes all applicable local,state,or federal sales and/or use or similar taxes which Cummins is required by applicable laws to collect from Customer under this Agreement.Customer must provide a valid tax exemption certificate or direct payment certificate prior to shipment of the Goods or performance of the Services,or such taxes will be induded in the Invoice. S.DELIVERY;TITLE AND RISK OF LOSS.Unless otherwise agreed in writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to the first destination.If agreed,any charges for third party freight are subject to adjustment to reflect any change in price at time of shipment.Unless otherwise agreed to,packaging method,shipping documents and manner,route and carrier and delivery shall be as Cummins deems appropriate.All shipments are made within normal business hours,Monday through Friday.Unless otherwise agreed in writing by the parties,title and risk of loss for any Goods sold under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight camer or to Customer at pickup at Cummins'facility.The purchase of Goods or the performance of Services on Equipment,Customer-owned motor vehicle,or any other personal property,Is a 'take or pay'obligation on the part of the Customer,such that Customer is absolutely and irrevocably required to accept and pay for the Goods,or any Services performed on Equipment,Customer-owned motor vehide,or any Other personal property,if delivery on pick-up of Goods,Equipment,Customer-owned motor vehide,or any other personai property,is delayed,deterred,or refused by Customer beyond thirty (30)days from the agreed upen delivery date or the date of completion of Services. In the event Customer tails to pick-up Equipment,Customer-owned motor vehide,or any other personal property,or fails to take any or all shipments of Goods ordered hereunder within thirty (30)days of the agreed upon delivery date,Cummins shall invoice the Castomer and,upen Cummins'sole disoretion,Cummins may either:(I)deliver the Goods or Equipment to the iscatisn indicated sir Customers purchase order (regardless of whether Customer elected to pick up the Goods or Equipment at Cummins'facility or otherwise indicated an alternate delivery method),and Customer shall assume all associated delivery costs incurred by Cumm:ns,or (ii)charge storage fees for the additional inventory holding period,the additional inventory holding paeod not to exceed sixty (60)days from the agreed upon delivery date or the date of completion St Services,unless otherwise agreed by Cummins in writing or required bylaw.A storage feast twenty-five dollars ($25.00)per day or one and one-half percent (1.5%)per month of the invoiced amount.whichever is greater,shall be assessed for any Goods,Equipment,Cuofornen-owned motor vehide,or any other personal property,whose delivery or pick-up Is delayed,deferred,or refused by Customer beyond thirty (30)days from the agreed upon deivery date or the date of complefion or Services. Unless otherwise agreed by Cummins in writing,in the event delivery or pick-op of Goods,Equipment,Customer-owned motor vehicle,or any Other personal property,are delayed,deferred,or refused by Customer beyond sixty (60)days from the agreed upon delivery or pick-up date,ordate of completion of Services,then Cummins has the right,in ite sole discretion,to:(I)tow,remove,orotherwise dispose of the undaimed Goods,Equipment,Customer-Owned motor vehicle,or anyother personal property,in accordance with applicable abandonment laws,and/or (H)make the Goods,Equipment,Customer-owned motor vehicle,or any Other personal property,ava:iabie for auction or sale to other customers onto the publici or (ii) otherwise use,destroy,or recycle the Goods,Equipment,Customer-owned motor vehicle,or any other personal property,at Customer's sole cost and eopense,and without any liability to Cummins. fi.DELAYS.Any delivery,shipping,installation,or perfomrance dates indicated In this Agreement are estimated and not guaranteed.Further,delivery time is subject to confirmation at tme ofiorder.Cummins shall not be liable to Customeror any third party ton any loss.damage,or expense suffered by Customer orthird party due to any delay in delivery,shipping,installation,or performance,however occasioned,induding any delays in performance that moult directly or indirectly thorn acts of Customer or causes beyond Cummins'control,induding but not limited to acts of God,accidents,fire,explosions,flood,unusual weather conditions,acts or government authority,embargos,wars,stokes or other labor disputes,dvii osmmofisn, terronsm,sabotage,late delivery by Cummina' suppliers,fuel or other energy shortages,or an inability to obtain necessary labor,matenals,supplies,equipment or manufacturirg fadlities.AS A RESULT OF CQVID-19 RELATED EFFECTS OR INDUSTRY SUPPLY CHAIN DISRUPTIONS, TEMPORARY DELAYS IN DELIVERY,LABOR OR SERVtCES FROM CUMMINS AND ITS SUB-SUPPLIERS OR SUBCONTRACTORS MAY OCCUR AMONG OTHER FACTORS,CUMMINS'DELIVERY OBLIGATIONS ARE SUBJECT TO CORRECT AND PUNCTUAL SUPPLY FROM OUR SUB-SUPPLIERS OR SUBCONTRACTORS.AND CUMMINS RESERVES THE RIGHT TO MAKE PARTIAL DELIVERIES OR MODIFY ITS LABOR OR SBRVICE.WHILE CUMMINS SHALL MAKE EVERY COMMERCIALLY REASONABLE EFFORT TO MEET THE DELIVERY,SERVICE OR COMPLETION OBLIGATIONS SET FORTH HEREIN,SUCH DATES ARE SUBJECT TO CHANGE.IN THE EVENT DELIVERY,SHIPPING, INSTALLATION,OR PERFORMANCE IS DELAYED,HOWEVER OCCASSIONED,DUE TO EVENTS BEYOND CUMMINS'REASONABLE CONTROL,THEN THE DATE OF DELIVERY,SHIPPING,INSTALLATION.DR PERFORMANCE FOR THE GOODS OR SERVICES SHALL BE EQUITABLY EXTENDED FOR A PERIOD EQUAL TO THE TIME LOST,PLUS REASONABLE RAMP-UP. 7.LIMITED WARRANTIES. New Goods:New Goods purchased or supplied under this Agreement are governed by the express wriBen manufacturers'warranty.No other warranty for Goods supplied under this Agreement is provided under this Agreement Cummins Exchange Components,Other Exchange Components,and Recon:Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers'exchange components or Recon Components which are sold by Cummins.In the event of defects in such items,only manufacturers'wae'avOes will apply. HHP Exchange Engine:HHP Exchange Engines remanutactured by Csmmins under this Agreement are governed by the express Cummino'written warranty.No other warranty for HHP eschange Engines supplied under this Agreement is provided under this Agreement." General Service Work:Al Services shall be tree from detects in workmanship (I)for power generation equipment (induding engines in such equipment),for a period of ninety (90)days after completion of Services or 500 hours of operation,whichever occurs first;or (u)for engines,for a period of ninety (91])days after completion of Services,25.000 miles or 900 hours of operation,whichever occurs first.In the event of a warrantable defect in workmanship of Services supplied under this Agreement (""Warrantable Detect""),Cummins'obligation shall be solely limited to correchng the Warrantable Detect.Cummins shall correct the Warrantable Detect where (I)such Warrantable Defect becomes apparent to Customer during the warranty period;(H) Cummins receives written notice of the Warrantable Defect within thirty (30)days following discovery by Customer;and (vi)Cummins has determined that there is a Warrantable Defect.Warrantable Defects remedied under this provision shall be subject to the remaining warranty period Of the Original warranty of the Services.New Goods supplied during the remedy of Warrantable Detects are warranted for the balance of the warranty period still available from the onginal warranty of such Goods. Used Goods:Used Goods are sold ""as is,where is""unless exception Is made in writing between Csmrnins and Customer.Customer agrees to inspect all used Goods before completing the purchase. THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customershall indemnity,defend and hold harmless Csmmins from and against any and all daims,actions,costs,expenses,damages and liabilities,induding reasonable attorneys'tees,brought against or incurred by Cummins related to orarising out of this Agreement orthe Services and/or Goods supplied underthis Agreement (collectively,the "CIaims""),where such Claims were caused or contributed,in whole or in part,by the acts,omissions,fault or negligence of the Customer.Customer shall present any Oaims covered by this indemnity,induding any tenders for defense and indemnity by Cummins to its insurance cern/er unless Cummins directs that the defense will be handled by Cummins' legal counsel at Cuatomers expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS OFFICERS.DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PANTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,LIQUIDATED,OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DOWNTIME,LOSS OF PROFIT OR REVENUE,LOSS OF DATA LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL,ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY OR IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SERViCES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS?LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER?S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIViNG RISE TO THE CLAIM.BY ACCEPTANCE OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Indiana without giving effect to any choice or conflict of law provision.The parties agree that the court of the State of Indiana shall have exdusive junsdiction to settle any dispute or daim an/sing In connection with this Agreement 11.ASSIGNMENT.This Agreement is binding on the parties and their successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION;TERMINATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'prior written consent.Curnmins may charge Customer a cancellason charge in aomrdancewith current Cummins policy which is available upon request,in addition to the actual,non-recoverable costs incurred by Cummins.Cumrnina may terminate this Agreement,in whole onin part,forcause if the Customer breaches its obligations underthis Agreement,and such breach is not cured within fifteen (15)days afterwrifien notice to Customer,or such longer time that Cummins may opacity In Its notice.Cumrnins may,at anytime,terminate this Agreement for convenience upon thirty (30)days'wnaen notice to Customer.If the Customer defaults by (I)breaching any term of this Agreement,(u(becoming insolvent or declared bankrupt,or(/i)making an assignment forthe benefit of creditors,Curnrnins may.upon written notice to Customer,immediately terminate this Agreement Upon such termination for default.Cummins shall immediately cease any further performance under this Agreement,without further obligafion or liability to Customer,and Customer shall pay Cummins for any Goods or Services supplied under this Agreement,in accordance with the payment terms detailed in this Agreement. If a notice of termination for default has been issued and is later detem,ined,for any reason,that the Customer was not in default,the rights and obligations of the parties shall treat the termination as a termination for convenience. 13.REFUNDS;CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins.Cummins may,at its sole discretion,agree to accept GoodS for return and provide credit where Goods are in new and saleable condition and presented with a copy of the original invoice.Credits for returns will be subject to up to a 15%handling/restocking charge and are limited to eligible items purchased from Cummina. 14.INTELLECTUAL PROPERTY.Any intellectual property rights created by either party,whether independently orjointiy,in the course of the performance or this Agreement or otherwise related to Cummins pre-exisfing intellectual property or subject matter related thereto,shall be Curnmins'property.Customer agrees to assign,and does hereby assign.all right,title.and interest to such intellectual propertyto Cummins.Any Cumrnins pre-existing intellectual propertyshall remain Cummins' property.Nothing in this Agreement shall be deemed to have given Customer a license or any other rights to use any or the intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customershall comply with all laws applicable to its activities underthis Agreement,induding without limitation,all applicable national,provincial,and local export,anti-bribery,environmental,health,and safety laws and regulations in effect.Customer acknowledges that the Goods,and any related technology that are sold on otherwise provided hereunder may be subject to export and other trade controls restricting the sale,export,re-expert and/or transfer,directly or indirectly,of such Goods ortechnology to certain countries or partlee,induding,but not limited to,licensing requirements under applicable laws and regulations of the United States,the United Kngdom and otherjurisdictions.It is the intention of Curnrnins to comply with these laws,rules,and regulations.Any other provision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-border movement of goods or technology,and all related orders in effect from time to time,and equivalent measures.Customer shall accept full responsibility for any and all doll or ceminal liabilities and costs arising from any breaches of those laws and regulations and will defend,Indemnify,and hold Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities,judgments,costs,tees,and expenses incurred by Cummins or its affiliates as a result of Customer's breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information received from the other that is not generally known to the public and at the sme of disclosure,would reasonably be understood by the receiving party to be proprietary or confidential,whether disdosed in oral,written,visual,electronic,orother form,and which the receiving party (or agents)learns in connection with this Agreement including,but not limited to:(a)business plans,strategies,sales,projects and analyses; (b)financial information,pridng,and fee structures;(c)business processes,methods,and models;(d)employee and supplier information;(e)spedfications;and (t)the terms and condibons of this Agreement.Each party shall take necessary steps to ensure compliance with this provision by its employees and agents. 17.PRICING.To the extent allowed bylaw,actual prices invoiced to Customer may vary from the price quoted at the time of order placement,as the same will be adjusted for pnces prevailing on the date oflshiprnent ('Shipment Date')or,in the case of Services,the date of performance ('Performance Date'),due to economic and market conditions on the Shipment Date or Performance Date,whichever is applicable.Subject to local laws,Cummins reserves the right to adjust pricing on goods and services due to input cost (including without limitation,raw materials,fabrication components,direct or indirect materials,packaging matenals,overhead,etc.)and labor cost changes and/orother unforeseen circumstances beyond Cummins'control. 18.MISCELLANEOUS.All notices,including but not limited to disputes ofi invoices orotherwise,underfhis Agreement shall be in writing and be delivered personally,mailed via first class certified or registered mail,or sent by a nationally recognized express courier service to the addresses set forth in the Quote and/or Invoice.No amendment of this Agreement shall be valid unless it is writing and signed by the parses hereto.Failure of either patty to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any time thereafter or the enforceability of the Agreement generally,nor shall the waiver bye party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement that is invalid or unenforceable shall not affect the validityor enforceability of the remaining terms hereof.The Parties'rights,remedies,and obligations under this Agreement,which by their nature are intended to continue beyond the termination or cancellation of this Agreement,induding but not limited to the Section 9.Limitation of Liability provision contained herein,shall survive the expirakon,termination,or cancellation of this Agreement. These terms are exclusive and constitute the entire agreement Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase of the Goods and/or Services pursuant to these terms and conditions.Acceptance of this Agreement is expressly conditioned on Customer's assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement.understanding,or promise made by the other excepl as expressly set Out In this Agreement.Headings Or other subdivisions of this Agreement are inserted for convenience of reference and shall not limit or affect the legal construction of any provision hereof. 19.To the extent applicable,this contractor and subcontnactorshall abide by the requirements of 41 CFR §$60-1.4(a),60-300.5)9)and 60-741.5(a).These regulations prohibit discrimination against qualified individuals based on theirstatus as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race,0010r,religion,sex,sexual orientation,gender identity ornational origin.Moreover,these regulations require that covered pnme contractors and subcontractors fake aft rmative action to employ and advance in employment individuals without regard to race,color,religion,sea,sexual orientation,gender identity,matonal origin,protected veteran status ordisability.The employee notice requirements set forth in 29 CFR Part 471,Appendia A to Subpart A,are hereby incorporated by reference into this contract. Exhibit A Page 6 of 6 cii it'of Iairriie1 INDIANA RETAJL TAX EXEMPT CERTIFICATE NO.0031201550020 Page 1 of I PURCHASE ORDER NUMBER J FEDERAL EXCISE TAX EXEMPT 11 681 2 THIS NUMBER MUST APPEAR ON INVOICES,A/PONECIVICSQUARE35-6000972 CARMEL INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO.VENDOR NO.DESCRIPTION 5/29/2025 358637 Emergency Repair -Eng 346 -New Motor CUMMINS SALES &SERVICE Carmel Fire Department VENDOR P0 BOX 772639 SHIP 210 Veterans Way TO Carmel,IN 46032 - DETROIT,MI 48277--2639 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 100843 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department:1120 Account:43-51 0.00 I Each I Each Fund:101 General Fund ***Per Attached Quote***$0.00 $0.00 New Motor -E346 $49,921.87 $49,921.87 SUb Total $49,921.87 Send Invoice To: Carmel Fire Department Accounts Payable 210 Veterans Way Carmel,IN 46032 - PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT I PROJECT PROJECT ACCOUNT I AMOUNT PAYMENT $49,921.87 SHIPPING INSTRUCTIONS AlP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP PREPAID.AFFIDAVIT ATTACHED.I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D.SHIPMENT CANNOT BE ACCEPTED,THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. *PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL ,________ *THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.ORDERED BY - Denise Snyder Zac Jackson TITLE Accreditation/Budget Administrator CFO CONTROLNO.116812