Howden Roots Amendment

C22-0166

AMENDMENT NO. 1
MAINTENANCE SERVICES OF TURBLEX BLOWERS AT WATER RECLMATION
FACITIES
(City of Glendale , Contract No. C22-0166)

‘This Amendment No. 1 (“Amendment”) to the Maintenance Services of Turblex Blowers at
Water Reclmation Facilitied (“Agreement”) is made this day of , 2022,
(“Effective Date”), by and between the City of Glendale, an Arizona municipal corporation
(“City”) and Howden USA Company, a Delaware Corporation doing business as Howden
Roots, LLC (Howden), authorized to do business in Arizona (“Contractor”).

RECITALS

A. City and Howden (“Contractor”) previously entered into Maintenance Services of
Turblex Blowers at Water Reclamation Facilities, Contract No. C22-0166, dated
February 8, 2022 (“Agreement”); and

B. Section 4.2 "Change in Scope of Project" allows City and Contractor to modify the
scope of the project to include additional services outside the original scope of
services; and

C. City and Contractor wish to modify and amend the Agreement subject to and strictly
in accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the City and
Contractor hereby agree as follows:

1. Recitals. The recitals set forth above are not merely recitals, but form an integral
part of this Amendment.

2. Term. The tetm of the Agreement is unchanged and shall expire on February 7,
2025.

3. Scope of Work. The scope of work is amended to include replacement and

installation of electrical and communication equipment per Attachment A.

4. Compensation. The compensation is amended to increase the not-to-exceed
amount from $300,000 to $1,000,000.

5. Insurance Certificate. Current certificate will expire on September 30, 2022 and a

new certificate applying to the extended term must be provided prior to this date to
Materials Management and the Contract Administrator.

4/29/2021

Non-disctimination. Contractor must not disctiminate against any employee or
applicant for employment on the basis of race, color, religion, sex, national origin,
age, marital status, sexual orientation, gender identity or expression, genetic
characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-contractor to be bound to the same requitements as
stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

No Boycott of Israel. ‘To the extent A-R.S § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree
for the duration of the Agreement to not engage in, a boycott of goods or services
from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Contractor will provide the
City annually with a Payment Card Industry Data Security Standard (PCI DSS)
attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.

Ratification of Agreement. City and Contractor hereby agree that except as
expressly provided herein, the provisions of the Agreement shall be, and remain in
full force and effect and that if any provision of this Amendment conflicts with the
Agreement, then the provisions of this Amendment shall prevail.

[Signatures on the following page.]

4/29/2021

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

ATTEST:

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

Howden USA Company
A Deleware Company doing business as
Howden Roots, LLC

By: Darryl C. Halter

Its: Vice President Aftermarket

4/29/2021

ATTACHMENT A

Budget Quotation

Controls PLC-HMI Upgrade

Proposalto: Glendale West Area WRF Our reference: HROLSV.AFM.001546
For: Albert Olmos
Site: $145 Glendale West Date: March 03, 2022

4654 W Junction Street, Springfield, Missouri 65802, USA

Tel: 417 380-5777
Email: matt.mosier@howden.com
Web: —www.howden.com

@

Howden

Revolving Around You"

Customer:

Project:
Site:

Glendale West Area WRF Our ref: HROLSV.AFM.001546 @
Glendale West PLC-HMI Upgrade.

$145 Glendale West Date: March 03, 2022 Howden

1.Introduction

This budget quotation is for upgrades on the Howden (Turblex) compressors installed at
Glendale West Area WRF (Model KA22SV-GL225, S/N: 4489-90, 1028T, S/N: 6098,
1962T). We look forward to our continued relationship and are pleased to offer this quotation
for your consideration.

Your Howden contacts:

Technical inquiries: Commercial inquiries:

Louis Volpe Matt Mosier

Tel: +1 417 380 5682 Tel: +1 417 380 5777

Fax: +1 417 866 0235 Fax: +1417 866 0235

Email: Louis. Volpe@howden.com Email: Matt.Mosier@howden.com

2. Technical specification

2.1.

Scope:

Program changes and hardware upgrades for the Master Control Panel (MCP

Qty (1) Upgrade PLC from Modicon Quantum to Modicon M340.

Qty (1) Upgrade HMI from Cutler Hammer PanelMate Model 3985T to 10.4” Magelis HMI.
Includes electrical engineering for PLC and HMI programming, updating electrical
drawings, and software testing at factory.

Additional parts included but not limited to: plate adapter, patch cables, fuses wire, power
supply, ethernet cable DDA, miscellaneous...

Program changes and hardware upgrades for the Local Control Panel (LCP

Qty (3) Upgrade PLC from Modicon Quantum to Modicon M580.

Qty (1) Upgrade HMI from Cutler Hammer PanelMate Model 3985T to 10.4” Magelis HMI,
1962T.

Qty (2) Upgrade HMI from Cutler Hammer PanelMate 4000 CRT 45PK to 10.4” Magelis
HMI, 1028T.

Includes electrical engineering for PLC and HMI programming, updating electrical
drawings, and software testing at factory.

Additional parts included but not limited to: replacement door/plate adapter, patch cables,
fuses wire, power supply, ethernet cable DDA, miscellaneous...

Page 2 of 4

Customer: Glendale West Area WRF Our ref: HROLSV.AFM.001546 @
Project: Glendale West PLC-HMI Upgrade
Site: $145 Glendale West Date: March 03, 2022 Howden

ac |

One (1) trip, fourteen (14) eight hour days (Monday — Friday) for installation, start-up, testing,
and SCADA coordination.

2.2. Notes:
Any significant wear or abnormalities identified requiring extra labor and / or parts shall be

billed per Howden’s Standard Service Rate Schedule or Price lists. Howden will provide an
estimate of additional time and/or materials required.

Onsite installation, start-up, and testing is to be completed in one trip. Any site directives
requiring additional trips or onsite time will be billed per Howden’s Standard Service Rate
Schedule.

This proposal is based on the originally designed and commission Howden Blower System
and corresponding O&M manual provided, under project number: 1028T &1962T.

All downstream process control instrumentation will need to be in working order before arrival
such that Howden can verify effective and stable process control with the Master Control
Panel.

2.3. Pricing:

Upgrade
Total Price for Program Changes and Hardware Upgrades for MCP & LCP (USD) $179,632.00

Adder: Classroom Training (1 day) $2,200.00

2.4. Terms:

30% Upon acceptance of order
50% Delivery of all parts
20% Completion of on-site work

Payment terms are 100% of invoiced value and are due net 30 days. Payment shall not be
dependent on Contractor being paid by any third parties. This proposal is based on our
standard terms and conditions of sale listed below. All provisions of this offer are subject to
negotiation and final approval by Howden. Bid validity is until October 28", 2021.

2.5. Drawings and Shipment:

Engineering Documents for customer information will be in 10-12 weeks after acceptance of
the order by Howden. Shipment will be 12-14 weeks after receipt of release of engineering
documents by Howden. Freight to jobsite included, DAP Glendale, Arizona, Per Incoterms
2020.

2.6. Items Not Included:

Taxes or bonds, fittings, bolts, nuts, gaskets, additional wiring, wiring outside out Howden
equipment, LCP components, disposal or any other items not specifically listed above.

|
Page 3 of 4

Customer: Glendale West Area WRF Our ref: HROLSV.AFM.001546 @
Project: Glendale West PLC-HMI Upgrade
Site: $145 Glendale West Date: March 03, 2022 Howden

2.7. General Request:

This proposal assumes the site will provide at least one qualified helper to assist the Howden
technician.

Caen
Page 4 of 4

@
Howden Roots LLC Field Service Rates Howden
HRO-S - US dollars (USD)

*All intellectual Property rights are reserved to HUSA and/or the epee owner(s) as reer

Services Provided: o Inspections a Maintenance o Field Repairs a Balancing 0 Site Supervision a Project Management a Start Up a Installation Supervision

A. Rates for service in Continental North America U.S. Dollars (USD):

Days Field Service Technician Engineering Personnel
Monday thru Saturday (except holidays) | First 40 Hours $175/hour First 40 Hours $270/hour
Over 40 Hours $265/hour Over 40 Hours $400/hour
Sunday, and locally recognized holidays | All Hours $350/hour All Hours $540/hour
B. Rates for service outside Continental North America U.S. Dollars (USD):
Days Field Service Technician Engineering Personnel
Monday thru Saturday (except holidays) First 40 Hours $210/hour First 40 Hours $280/hour
Over 40 Hours $320/hour Over 40 Hours $425/hour
Sunday, and locally recognized holidays. | at) Hours $425/hour All Hours $560/hour

C. Service and Travel Standards (USD)

1. The minimum time off for a person during any 24-hour period must be ten (10) consecutive hours.

2. Travel time, whether during first 40 hours or over 40 hours, will be invoiced at the Monday through Saturday Field Service
Technician rates in Tables “A’ & “B’. Travel in Continental North America is invoiced actual travel time with a maximum of ten
(10) hours each day. Travel outside Continental North America is invoiced actual travel! time. Actual travel time on holidays or to
the jobsite on Sundays will be at the Field Service Technician Sunday and Holiday rate in Tables “A” & “B”

3. Standby time at job site, locally on call, training, or meetings will be invoiced as time worked and be based on Tables “A” & “B’.
Weekend waiting rate will be 8 hours per day invoiced at the Field Service Technician first 40 hour rate in Tables “A” & “B”

4. Rates apply from time and date of departure home base to time and date of return home base.

5. When a project is expected to exceed 5 continuous weeks, then after 3 weeks the Buyer will allow an extended weekend leave
or rotation of personnel. Travel fees shall be by Buyer.

6. Air travel on flight segments exceeding 12 hours will be business class and shall be paid by Buyer. Air travel on flight segments
exceeding 4 hours will be premium economy and shall be paid by Buyer.

7. Payments shall be in U.S. funds unless otherwise agreed in writing

8. Rates quoted are subject to adjustment without notice to conform to Seller's published rates in effect at the time service is
performed.

9. Howden may offer a priority service when the relevant Howden personnel are available, for emergency or breakdown callouts.
An additional 30% of the applicable labor rate will be charged where Howden personnel are requested and able to be mobilized
within 24 hours of the request being received.

D. Expenses (USD)

1. Meals will be $65/day per diem to be charged from the day of travel start to the day of travel end.

2. Lodging, incidental expenses, transportation to and from the city nearest the jobsite, plus local transportation will be invoiced at
cost plus 20% administrative fee. Receipt(s) to be provided when any expense exceeds $60.00.

3. Transportation to and from the city nearest the jobsite, plus local transportation will be charged at cost plus 20% administrative
fee. The mileage allowance for personal car use will be current U.S. government rate per mile.

4. Tool usage, when required, will be charged at a rate of $350 per trip.

5. Expenses for Airline travel shall be charged at cost Plus a 20% administrative fee (Administrative fee shall not exceed $500).

E. Terms and Conditions

The sale of services by Howden Roots LLC (‘Seller’) is subject to Seller's Terms for Sale of Goods and if such terms differ in any way
from Buyer's order, or if such terms are construed as an acceptance or confirmation acting as an acceptance, then Seller's acceptance is
expressly made conditional on Buyer’s assent to any terms or conditions contained in Seller's terms that are different from or additional to
those contained in Buyer's writing. Further, this quote shall be deemed notice of objection to such terms and conditions of Buyer. If this
quote is construed as the offer, acceptance of same is expressly limited to the terms and conditions contained herein. In any event,
Buyer's order of the services shall constitute and manifest Buyer's assent to Seller's Terms for Sale of Goods.

Howden Roots LLC 4654 W. Junction St., Springfield, MO 65802 Tel: 417-864-5599 / After Hours Emergency Tel: 417-929-2929

a
FS-HRO-S, 15-Feb-2021 Page 1 of 1

Howden Roots LLC &
Standard Terms and Conditions of Sale Howden
1, DEFINITIONS: SCOPE - “Buyer” means the issuer of the purchase order and its attachments. “Seller” means Howden Roots LLC.; “Order” means
Buyer's purchase order/contract, these terms and conditions of sale, Seller's acceptance and other attachments mutually agreed upon by the parties.
“Goods” means the specified drawings, goods and parts as described in Sellers quotatiorvbid, this Order, and its attachments; “Services” means the
specified supervision, testing, repair, or other services of Seller as described in Seller’s quotation/bid, this Order, and its attachments. Delivery and
scope of supply shall be based upon Seller's quotation/bid and any expressly agreed upon changes.

2. ACCEPTANCE - Buyer's acceptance of any Goods or Services from Seller shall constitute full acceptance of Seller's quote and these terms and
conditions. These terms and conditions take precedence over Buyer's terms and conditions to which notice of objection is hereby given. No terms or
conditions in Buyer's order shall be binding upon Seller unless specifically agreed to in writing by Seller. Neither Seller's commencement of
performance or delivery shall be deemed as acceptance of Buyer's terms and conditions.

3. TESTING AND INSPECTION -— If specified in the Order, Seller will conduct testing and/or inspection or review(s) by Buyer of the Goods or Services at
Buyer's risks and costs. Buyer will receive written notice at least three (3) business days prior to such testing/inspection//review(s). If Buyer waives
attendance or fails to attend, any testing/inspections/reviews will be deemed to have been made in Buyer’s presence.

4. TITLE & RISK OF LOSS - Unless specified in the Order, Goods are being purchased EXW (Origin/Factory), Incoterms 2010. Title and risk of loss
shall transfer to Buyer upon delivery to the agreed upon Incoterms point (or when delivery should have taken place but for fault of Buyer). Buyer agrees to
document (with photos) and promptly advise Seller of any damage or freight claims. Goods that are not promptly and properiy rejected by Buyer upon
delivery shall be deemed irrevocably accepted; accepted Goods shall be subject to Seller's warranty herein.

5. WARRANTY - Seller warrants that: (i) the Goods will be of good material and workmanship; (ii) the Services shall be performed by competent and
qualified personne! in a professional and workmanlike manner in accordance with generally established industry standards; and (iii) the Goods and
Services will conform to the technical specifications and/or drawings expressly agreed upon between the parties in writing. Seller's warranties on the
Goods will be in effect until the earlier of: (i) twelve (12) months from first operation/use of any such Goods or (ji) eighteen (18) months after date of
delivery (at the applicable FOB/Incoterms point quoted by Seller). Seller's sole liability and Buyer's sole and exclusive remedy for breach thereof shall be
the repair or replacement of such Goods by Seller, at Seller's option and cost (but not including transportation, removal, reinstallation, and
decontamination). Seller's warranties on the Services will be in effect until ninety (90) days from the date of the performance of such Services. Seller's sole
liability and Buyer's sole and exclusive remedy for breach thereof shall be the re-performance of such Services by Seller. Any warranty
repair/replacement/re-performance pursuant to the above warranties shall be warranted by Seller for a period equal to the remainder of the original
warranty period set forth above. No “evergreen” or “in-place” warranty is being provided. Seller shall have the sole right to specify the manner and
timeframe for such repair/replacement/ re-performance. Defective/non-conforming parts(s)/Goods must be returned to Seller free of all contaminants and, in
the event of replacement, will become the property of Seller unless Seller instructs otherwise. The warranty does not include the costs of fitting new parts
or other Equipment. If Seller opts to perform any warranty obligations in-place, Buyer shall, without cost to Seller, during a specified time period agreed
upon by the parties, provide access by disassembling, removing, replacing, and reinstalling any equipment, structures, or other obstructions to the extent
necessary to permit Seller to perform its warranty obligations.

THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES THAT EXTEND BEYOND THE FACE OF
THESE TERMS AND CONDITIONS. ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE) NOT EXPRESSLY SET FORTH HEREIN, ARE FULLY DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT
PERMITTED BY LAW. SELLER’S WARRANTIES DO NOT COVER ANY GOODS OR SERVICES THAT HAVE BEEN ALTERED OR SUBJECTED TO
ACCIDENT OR IMPROPER STORAGE, INSTALLATION, ASSEMBLY, COMMISSIONING, MAINTENANCE, USE OR APPLICATION. SELLER DOES
NOT WARRANT THAT THE GOODS WILL RESIST THE ACTION OF EROSIVE OR CORROSIVE GASES, LIQUIDS, OR SOLIDS, OR PRODUCE
RESULTS IN COMPLIANCE WITH ANY LAWS, DECREES, OR OTHER STANDARDS.

6. INSTALLATIONS AND ASSEMBLY — Unless specified in the Order, Seller is only the supplier of the Goods and shall have no responsibility
for the assembly and installation of the Goods

7. INTELLECTUAL PROPERTY - Seller's intellectual property rights and proprietary information (in hard copy or in electronic format) remain the
property of Seller. Notwithstanding any other provisions or requirements of this Order, no intellectual property or proprietary information is being sold,
granted, transferred, licensed, or assigned; there are no works-made-for-hire or unrestricted use (any government rights shall be “limited rights”). Seller
shall not be required to provide, or provide access to, any confidential or proprietary area or information. Buyer shall not reverse engineer or otherwise

attempt to re-create the Goods/Services.

8. PATENT INDEMNITY - Except (i) to the extent of designs or other intellectual property provided by Buyer and/or (ii) to the extent that Goods are
altered or combined by Buyer in a manner causing the infringement, Seller will indemnify Buyer from claims by third parties against Buyer if the Goods
infringe any Canadian or United States patent. If an injunction is Issued against the further use of the Goods, Seller will, at its option and expense:
(i) procure for Buyer the right to continue using said item of Goods; or (ii) modify or replace the same with non-infringing Goods or (iii) remove the
infringing Goods and refund the purchase price.

9. BUYER MATERIALS - Buyer-furnished material must be received by Seller in accordance with the delivery schedule agreed upon by both parties. If
shipment of such material is delayed or lost, Seller reserves the right to: (i) Invoice and hold shipment awaiting such material or (ii) invoice and ship less such
material. Buyer shall reimburse Seller for all liability incurred by Seller as a result of any such Buyer delay.

10. ON-SITE SERVICES — The following section shall apply only if Seller provides on-site Services to Buyer under this Order:

10.1 Indemnity of Buyer. Seller will indemnify Buyer from non-nuclear claims brought by third parties against Buyer for (i) bodily injury (including death)
and (ii) property damage, each only to the extent directly caused by the negligence of Seller. Seller shall not be responsible for the acts/omissions of
Buyer or others. Seller's indemnity obligations shall not apply to Buyer property or any nuclear activity/incident.

10.2 Insurance. Seller shall maintain the following insurance coverage : (1) Commercial General Liability with limits of $1,000,000 combined single limit
occurrence for Bodily Injury, Physical Property Damage of third party property, and Contractual Liability coverage, subject to an annual aggregate of
$2,000,000; (2) Automobile Liability —- Bodily Injury/Physical Property Damage in the amount of $1,000,000 combined single limit each occurrence; and (3)
Workers Compensation Insurance — statutory, as to Seller's employees. If requested, Seller will provide an ACORD form of certificate confirming such
coverage. Seller's provision of a certificate of insurance in accordance with Buyer's site requirements does not constitute Seller's acceptance of Buyer's
terms of purchase. Seller shail have no other or further obligations related to insurance or coverage.

10.3 Other On-site/Service Provisions. Seller shall comply with applicable Canadian, U.S. and/or provincialterritorial/state statutes, acts, ordinances,
regulations, codes, and laws that apply to Seller's performance of the Work. Seller shall comply with job/site requirements as mutually agreed upon by the
parties. Seller is an independent contractor and is not responsible for oversight or supervision of work, property or employees of others, including health,
safety, or security. Buyer shall advise Seller's personnel in advance of all known and/or suspected hazardous/unsafe conditions and risks that may be
encountered while on-site, including proper Material Safety Data Sheets (MSDS). Seller’s personnel shall not be required to take any action, or to enter or

Page 1 of 2 Rev. 3/16/2020

remain in any area where he/she reasonably determines that it would be unsafe. Seller's employees, subcontractors, and representatives shall be given
unobstructed access to the site and the work. Seller's time and expense for any delays not caused by Seller shall be charged to Buyer. Buyer shall be
responsible for any damage to or loss of property of Seller or its subcontractors property if such damagefoss is not caused by Seller or its subcontractors.

11. FORCE MAJEURE; SHIPMENT AND DELAYS - Seller shall not be liable for damages or delay in performance arising from causes beyond its control or
without its fault or negligence, including, but not limited to, acts of God or the public enemy, acts of a government in its sovereign capacity, fires, floods,
disease outbreak or epidemic and/or any resulting quarantine restrictions, strikes, freight embargoes, and/or severe weather. If Buyer requests that Seller
store Goods or if delivery instructions are not promptly received from Buyer upon Seller's ready-to-ship notification, Seller may provide for storage
of the Goods at Buyer's risk andexpense or Buyer must provide for storage at Buyer's cost and risk. Shipments held beyond the scheduled
date at the request or fault of Buyer may be billed immediately to Buyer including reasonable expenses incident to such delay, and Buyer shall assume
title and risk of loss thereof. Liquidated/delay damages shall not apply to this order.

12. TAXES & DUTIES - Buyer shall be responsible for all sales, use, value added and similar taxes (“Sales Taxes”) required on the Goods and Services,
which shall be in addition to the consideration payable for such Goods and Services. If Seller invoices Buyer for such Sales Taxes, then Buyer shall pay
such amounts to Seller concurrent with the payment of the consideration upon which such Sales Taxes are calculated. If Seller does not invoice Seller for
such Sales Taxes, Buyer shall report and remit such Sales Taxes directly to the appropriate taxing authority within the time period required by law and shall
provide evidence of such remittance to Seller upon request. Buyer shall be responsible for all import, export, customs duties, fees and similar charges
(‘Duties’) in respect of the Goods and Services, and if Seller is required to pay any amount of Duties in respect of the Goods and Services, then Buyer
shall reimburse Seller for such amount upon request.

13. PAYMENT OF PURCHASE PRICE - Buyer shall pay all invoices within thirty (30) days from the date of Seller's invoice (“Payment Due Date”) by
electronic funds transfer (EFT) or automated clearing house (ACH) transaction. If Buyer disputes all or part of an invoice, Buyer must (i) submit the
dispute to Seller in writing within five (5) business days of the date of invoice or the entire amount of the invoice shall be due on the Payment Due Date;
and (ii) pay all undisputed amounts on the Payment Due Date. __ If Buyer fails to pay an undisputed invoice on or before the Payment Due Date, Seller
reserves the right to (i) charge late fees at the lesser of (i) the rate of 1.5% per month (18% per annum) or (ii) the maximum amount permitted by law, (ii)
require Buyer to pay all of Seller's collection costs; and (iii) cease all work in relation to this Order (without obligation for liquidated damages, if applicable,
incurred due to such cessation).

For milestone payments required under this Order, Seller may invoice on the original milestone completion date if the milestone is not met due to Buyer's
fault, untimely response or unreasonable delay. In the event that Buyer seeks to modify the Purchase Order, Buyer agrees to make payments in
accordance with the original contract terms until such time as modification is mutually agreed upon. Seller only waives claims for payment to the extent that
such payments have been received by Seller. If, in Seller's reasonable opinion, Buyer's financial condition may jeopardize full or timely payment, Seller
may (i) require full or partial payment as a condition to commencing or continuing its performance (including in advance of any shipment) or (ii) recover
Goods from the carrier, if shipment has been made.

14, CANCELLATION - Buyer may cancel this Order, in whole or in part, upon at least seven (7) calendar days advanced written notice to Seller in
such case the Seller shall be entitled to be reimbursed for the reasonable Direct Cost incurred by the Seller in performing the
work. Direct Costs mean: “such direct costs borne and incurred by the Seller associated with the Order up to and including the date of
suspension and/or cancellation, including but not limited to manufacturing costs, salaries, third party supplier costs and reasonable overhead
and profit margin.” Buyer's cancellation costs shall not exceed the total Order price. Any Goods or Services sold by Seller that are incomplete shall
be deemed to be sold “AS IS,” “and “WITHOUT WARRANTY OR GUARANTEE OF ANY KIND.” Seller may cancel this Order, in whole or in part, at any
time if: 1) Buyer suspends work or delays delivery beyond 45 days without it being mutually agreed upon in advance; (2) Buyer breaches any material term
of this Order; and/or (3) Buyer files bankruptcy or otherwise fails to either make full and timely payments, meet its obligations, or provide further assurances.

15. EXPORT CONTROL- Goods supplied may be subject to export control, trade sanctions, or other export laws, regulations, rules and licenses of
Canada, the United States or other countries (“Export Control Regulations”). Buyer agrees to comply with Export Control Regulations as well as any other
applicable country’s import control laws. Buyer further agrees that if Export Control Regulations are applicable, it will not disclose or re-export any technical
data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the
time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority
responsible for such matters. Unless otherwise mutually agreed upon by the parties, Buyer shall be responsible for obtaining export licenses or other
approvals. The Order will not be accepted unless Seller is satisfied that the Goods can be supplied in compliance with the Export Control Regulations. In
the event that any applicable Export Control Regulations prohibit or make impracticable Seller's performance hereunder, Seller will be released from all
performance related to the Order. Seller will not be liable to Buyer for any losses, damages, or claims arising from such cancellation of the Order. Seller
will not accept payment through a trade sanctioned country financial institution.

16. NUCLEAR SALES (IF APPLICABLE) - If Buyer or any ultimate end user intends to use the Goods or Services in any atomic/nuclear
installation or activity, Buyer must notify Seller accordingly In advance and Seller's “Nuclear Indemnity” shall also apply and control (and such

terms are hereby incorporated by reference for such purposes, as if fully set forth herein).

17. LIMITATION OF LIABILITY; INDEMINITY CONDITIONS; EXCLUSIVE REMEDIES; OBLIGATIONS; & VALIDITY - The following shall apply, govern,
control, and survive at all times and to the fullest extent permitted by law:

17.1 Seller shall not be llable for any loss of profit or revenue, loss of business, loss of contracts, or for any special, indirect, economic,
incidental, consequential, or punitive damages or losses, whether based on contract, warranty, indemnity, statute, tort (including negligence),
or otherwise pursuant and/or related to this Order.

17.2 Seller's total liability pursuant and/or related to this Order whether for breach of contract or by reason of any tort (including negligence),
statute, warranty, indemnity, or otherwise, shall in no event exceed the total price of the Order.

17.3. Any duty to indemnify under these terms and conditions/the Order is conditioned upon Buyer: (i) providing prompt and detailed notice to Seller of any
such claim; (ii) tendering the defense/settlement to Seller; and (iii) providing full cooperation, authority, and assistance to Seller.

17.4 Buyer's rights and remedies shall be deemed sole and exclusive, and in place of those at law and equity. The exclusions and limitations set forth in
these terms and conditions shall control at all times and survive any breach, or termination of the Purchase Order. If any provision of these terms and
conditions of this Order or part thereof shall be held by judicial determination to be invalid or unenforceable they shall be severed from this Order and the
valid or enforceable parts of these terms and conditions shall continue in full force and effect.

ENTIRE CONTRACT; GOVERNING LAW & FORUM; OFFICIAL LANGUAGE; NO THIRD PARTY BENEFICIARIES: ASSIGNMENT - These terms
and conditions of sale cannot be amended, superseded, or modified except by a written document signed by Seller's duly authorized officer and Buyer's
duly authorized representative. Governing law and forum of the terms of this Order shall be the laws (and exclusive forum) of the State of New York
(USA), despite any conflicts of laws. The official language of this Agreement is English. It is the express wish of the parties that this Agreement and any
related documents be drafted and executed in English. The parties agree to exclusive venue in Erie County, New York. Buyer and Seller agree that this
Order is between them alone, and there are no third party rights or beneficiaries. Seller may subcontract with third parties for the manufacture and/or
purchase of all or part of the Goods and/or Services. Other than Seller's ability to use its vendors/subcontractors, neither party may transfer or assign this
Order, in whole or in part, without the other party’s express advance permission (which shall not be unreasonably delayed or withheld), and any
assignment/transfer without proper consent shall be null, void, and of no force or effect. The parties expressly exclude the application of the United States
Convention on Contracts for the International Sale of Goods.

Page 2 of 2 Rev. 3/16/2020

y an
© Procurement

Glendale Sole Source and Special Procurement Request

ARIZONA

(ONCE FORM IS COMPLETED AND SIGNED BY DIRECTOR, PLEASE SEND TO YOUR PROCUREMENT LIASON)
REQUESTOR INFORMATION:

| Requestor: Julie Ossege [ Date: 10-11-2021 | Department: Water Services
| Phone Number: 620.930.4118 Email Address: jossege@glendaleaz.com
Retum To:jossege@glendaleaz.com _

PROPOSED VENDOR INFORMATION:

Proposed Vendor: Howden USA Company | Proposed Vendor Contact: Jorge Parada

i Proposed Vendor Address: 4654 W. Junction Street

City, State and Zip Code: SpringField, MO 65802

Vendor Phone: 417.864.5599 Vendor Fax:

LJ Sole Source
Special Procurement

Procurement method requested:

PURCHASE INFORMATION:

One time purchase: Yes [_] No [_]

Total Cost of this Order: 1,000,000/ 3-year Federal Money: Yes [_] No)
If yes, explain funding source:

contract Org #: Multi / Object #: 525220 /

Description of the product or service requested: Class II Services for six (6) Turblex Blowers at the West Area and
Astowhead Water Reclamation Facilities.

In accordance with Finance Administrative Policy No. 1, 1 have conducted a good faith review of available
sources and determine that there is only one known and/or one practical source for the required items in
accordance with the Guidelines for Justification attached.

REQUESTOR CERTIFICATION:

wun O3cer I-12

Requestor Julie Ossege Division Administration Date

DEPARTMENT DIRECFOR APPROVAL: Yin)

U
te i
#fEetOr| Cratg Johnson P.E. Division Administration Date

ne

MATERIALS MANAGER APPROVAL:

In accordance with Finance Administrative Policy No. 1, I have conducted a good faith review of this
request and agree that there is only one known and/or one practical source for the required items in
accordance with the Guidelines for Justification attached.

A Jo — Date Me a eee}

Levi D. Gibson, CPA, !

Materials Manager-7; 7

Procurement requife reevaluation U Zominsion of a Sole Source Request for this procurement:
Single Use Only: Annually: oO
End of first term of Contract: i. End of Contract, including any extensions: {K]

Rev. 5/11/2021

aN

Vow
© Procurement

Glendale Sole Source and Special Procurement Request

Check the reason(s) below to identify why you have determined the purchase is a Sole Source or Special
Procurement and attach supporting documentation. Use only column. A purchase cannot be BOTH a sole source and

a special procurement

SOLE SOURCE SPECIAL PROCURMENT
Oo Compatibility. Indicate system, make, model and o Presents such limited competition that a competitive bid
function or proposal process cannot reasonably be used
Unique repair/replacement item. Identify item to Discourages the use of a competitive bid or proposal as
[be used with previous PO number item purchased, | [1] it will result in a substantially higher cost to the city, or
and warranty period will otherwise impair the city’s financial interests
q we menfatumen Tene Parone cnipmen [Substantially impede the city’s administrative functions
, sae or the delivery of services to the public
and use with existing system
C1) Unique Item (2 Does not qualify as a sole source or emergency
R Unique Service g Has only one provider with the experience and
| capability to successfully perform the contract
Proprietary Specifications (Copyright, patented, Presents a significant time constraint as the need was not
O) etc.) ( known in sufficient time to allow for competitive
procurement and time is of the essence
(_ Other reasons, if not above. Explain in detail (1 Other reasons, if not above. Explain in detail
JUSTIFICATION:

Use the Guidelines for Justification of the selected reason(s) above, and provide a full explanation of your
reason that the product/service is a sole source or special procurement: West Area and Arrowhead Water
Reclamation Facilities have six (6) Turblex Blowers at each plant. These blowers are used to provide air
to support the wastewater treatment Nes ie a is piss and Tequires service by the
manufacturer’s tained technician. e not inte

MANDATORY RESEARCH DOCUMENTATION REQUIREMENT:
Provide a detailed explanation of efforts made to determine the availability of the product or service from
any other vendor, including other distributors: See Attached Sole Source letter

PREPARER NOTE: If this is a vehicle or technology purchase, concurrence of the Equipment Management
Superintendent or the IT Director will be required.

Approval of a vendor as a sole source or a special procurement only determines the procurement method.
Council approval and a signed contract may also be required.

Rev. 5/11/2021

@&

Howden

Howden Roots, LLC
4654 W, Junction Street
Springfleld. MO 65802, USA

October 13, 2024

Tel: +1417 866 S699
Fax: +1 447 866 0236
Web: www.howden.com

Subject: Factory Authorized Service

Dear Howden / Turblex Equipment Owners,

The Howden Roots site located in Springfield, Missouri is a production and service facility that has been
providing customized turbomachinery solutions for over 30 years.

This location manufactures parts, performs repairs, and provides field services for Single Stage Blowers,
Steam Turbines, and Compressors. Services are available for new and legacy OEM equipment brands

including:

« Steam turbines ~ Howden, Siemens

= Blowers and compressors — HV-Turbo, Cord-Turbo, Siemens Energy, Inc., Roots, Kuhnie, Kopp &
Kausch

« Fans — Schiele

Howden is the only factory-authorized service center and distributor of OEM components in North America
for these machines. Our commitment to exemplary operating installations is demonstrated by the
Company's investment in the Customer Service/Parts Department. This highly trained group of
professionals includes in-house technical and parts departments, as well as mechanical and instrumentation
field services personnel. The Howden field service group is supported by a staff of mechanical, electrical
and instrumentation engineers from our engineering centers.

For technical support and/or spare parts for your Howden equipment, contact us at +1 417 864-5599.

Purchase orders should be addressed to:
Howden Roots, LLC

4654 West Junction Street

Springfield, MO 65802

USA

Howden

Remit to: Remit via Bank Wire/ACH to:
Howden Roots, LLC Howden Roots, LLC

P. 0. Box 840455 Account number: 4451243234

Dallas, TX 5284-0455 USA Funds SWIFT Code: BOFAUS3N

Routing number domestic: 023009593
Routing number ACH/EFT:,111000012

Should you have any problems or additional needs, please do not hesitate to contact us.

With kindest regards,
a f. é

Matt Martin
General Manager

Direct: (417) 380-5713
Email; Matt.Martin@howden.com

Proposal

Three Year Service Agreement

Proposal to: Glendale AZ Our reference:
For: Bryan Cook
Project: Glendale AZ 3-year LTSA Date:

Howden, 4654 W Junction Street, Springfield, Missouri 65802, USA
Tel: 417-380-5777

Email: Matt.Mosier@howden.com
Web: www.howden.com

Revolving Around You"

HROJAJ.AFM.00783

November 5%, 2021

Howden

Customer: Glendale AZ Our ref: HROJAJ.AFM.000789 @

Project: Glendale 3-year LTSA
Site: $129 Arrowhead & $145 West Date: November 5", 2024 Howden

1.introduction

This proposal is for a three-year service agreement for the Howden (Turblex) compressors
installed at Glendale AZ. We look forward to our continued relationship and are pleased to offer
this proposal for your consideration.

Your Howden contacts:

Commercial inquiries: Technical inquiries: |

Matt Mosier Jessica Jarriel |

Tel: +1 417 380-5777 Tel: +1 417 380-5756 |

Fax: +1 417 866-0235 Fax: +1 417 866-0235

Email: Matt.Mosier@howden.com Email: Jessica.Jarriel!@howden.com j
i

2. Technical specification

2.1. Scope of supply/equipment description

« Three year service agreement for the six (6) compressors installed at Glendale Arrowhead

Model KA5-SV-GL210 S/N: 4611-13 project #: 876T) and Glendale West (Model KA22-SV-
L225 S/N: 4889-90 & 6098 project #: 1028 & 1962).

e The factory service program will consist of three (3) visits (performed annually) to the jobsite
by a factory representative who will provide annual inspections and Class | services.

« A total of one (1) Class | service will be performed on each of the six (6) compressors in
conjunction with one or more of the three plant visits.

« Typical replacement parts for the Class! services are included. Any other replacement parts
and labor are not included in this program? Description of Annual Inspections and Class |
services are attached.

« All travel, per diem, freight and duties if required are included in this fixed price agreement.

e Howden technician working hours consist of 10-hour days Monday — Friday and an 8-hour day
on Saturday until completion.

2.2. Notes

¢ Proposal assumes the site will provide at least one mechanically and one electrically qualified
helper to assist the Howden technician. This pricing also assumes that proper certified lifting
will be available and the inlet filter/transition piece, and sound enclosures will be removed prior
to the Howden technician's arrival (if applicable) for access to perform above listed services.
Does not include craft labor and special tools to support the work.

« This proposal includes typical replacement parts for above listed services. Any significant wear
or abnormalities identified requiring extra labor and / or parts shall be billed per Howden’'s
standard Service Rate Schedule or Price lists. Howden will provide an estimate of additional
time and/or materials required. Typical replacement parts are non-returnable.

$129 Glendale Arrowhoad & S146 Glendale West - 3-Year LTSA Page 20f4

Customer: Glendale AZ Our ref: HROVAJ.AFM.000789 @
Project: Glendale 3-year LTSA
Site: $126 Arrowhead & S145 Wes| Date: November 5", 2021 Howden

Lie Se, Se a ee BS a ee

« Howden LTSA members will receive 24 hour technician mobitization if emergency services are
required; in case emergency service is required it will be billed at the current published rates in
attached rate schedule.

« Howden LTSA members will have access to remote troubleshooting services available upon
request; these services if required will be billed at the current published rates in attached rate

schedule,
2.3. Parts list

3 O-RING
3 SEALING RING KA5DH025 H503
3 O-RING 89412019 H110
6 O-RING 89412020 H111
3 O-RING 89027296 7231
3 O-RING 00080340017 | T246
102 | SCREW N61T04040 0118
3 O-RING

N17M3139 7112

BEG mt

3 | SEALING RING 9332260869 | H503
3. | O-RING 9332253500 | D119
3 | SEALING RING N17A35507 | D247
(3. ‘O-RING 89027262 H110

6 O-RING 89027296 H111
3 O-RING 89412415 7231

3 O-RING N17V3185 T7246
114 | SCREW N617T06065 | D118 |

Ie

: 2 =n
; Cleaning Kit A 300031
2 Cleaning Kit B 300032

2.4. Pricing

Three (3) Year LTSA(USD) . $187,000.00
Budget Allocation for non-consumable parts and additional services(USD) _—_—s—_—($31,400.00

BR, ERAN, EARS AE SY, A SA EL RD ROT SS ES SL A: AT RIT
S129 Glendale Arrowhead & S145 Glendale West — 3-Year LTSA Page 30f4

Customer: Glendale AZ Our ref: HROJAJ.AFM,000789 @

Project: Glendsie 3-year LTSA
Site: $129 Arrowhead & S145 West Date: November 5", 2021 Howden

2.5. Terms

This service agreement can be procured by a onetime lump sum payment at the above price and
will lock in cost for the contracts entirety. If yearly payments are requested, annual purchase orders
will be accepted with prior approval. Howden reserves the right to adjust cost due to market
fluctuations with a paid yearly contract.

Budget allocation for parts and service to be invoiced at time of service. Any additional labor or
parts that exceeds this budget allocation shall be billed per Howden’s standard Service Rate
Schedule or Price lists. Howden will provide an estimate of additional time and/or materials
required.

This proposal is based on our Howden Roots, LLC Standard Terms of Sale of Goods. All
provisions of this offer are subject to negotiation and final approval by Howden.

Page 40f4

SE a2 —— en ee Ee
$129 Glendale Arrowhead & $145 Glendale West ~ 3-Year LTSA

Howden Roots LLC Field Service Rates Hon
HRO-S — US dollars (USD)

*All intellectual propery gnis are. are reseed fe HUSA poco t the fespe ive owners) (if different)

Services Provided: o Inspections 5 ions a Maintenance o ‘Field Repairs 0 Balancing a Site Supervision 0 pact Management o 1 Start Up a installation Supenision

A.__Rates for service in Continental North America U.S. Dollars (USD):
Days Field Service Technician Engineering Personne!

Monday thru Saturday (except holidays) First 40 Hours $175/hour First 40 Hours $270/hour

Over 40 Hours $265/hour Over 40 Hours $400/hour
Sunday, and locally recognized holidays | All Hours $350/hour All Hours $540/hour
B. Rates for service outside Continental North America U.S. Dollars (USD):
Days Fleld Service Technician Engineering Personnel
Monday thru Saturday (except holidays) |_First 40 Hours $210/hour First 40 Hours $280/hour 7
Over 40 Hours $320/hour Over 40 Hours $425/hour
Sunday, and locally recognized holidays. | ay Hours $425/hour | All Hours $560/hour

C. Service and Travel Standards (USD)

1. The minimum time off for a person during any 24-hour period must be ten (10) consecutive hours.

2. Travel time, whether during first 40 hours or over 40 hours, will be invoiced at the Monday through Saturday Field Service
Technician rates in Tables “A’ & “B”. Travel in Continental North America is invoiced actual travel time with a maximum of ten
(10) hours each day. Travel outside Continental North America is invoiced actual travel time. Actual travel time on holidays or to
the jobsite on Sundays will be at the Field Service Technician Sunday and Holiday rate in Tables ‘A’ & "B”

3. Standby time at job site, locally on call, training, or meetings will be invoiced as time worked and be based on Tables "A’ & ‘B’.
Weekend waiting rate will be 8 hours per day invoiced at the Field Service Technician first 40 hour rate in Tables "A” & “B”.

4, Rates apply from time and date of departure home base to time and date of return home base.

5. When a project is expected to exceed 5 continuous weeks, then after 3 weeks the Buyer will allow an extended weekend leave
or rotation of personnel. Travel fees shall be by Buyer.

6. Air travel on flight segments exceeding 12 hourswill be business class and shall be paid by Buyer. Air travel on flight segments
exceeding 4 hours will be premium economy and shall be paid by Buyer.

7. Payments shall be in U.S. funds unless otherwise agreed in writing

8. Rates quoted are subject to adjustment without notice to conform to Seller’s published rates in effect at the time service is
performed.

9. Howden may offer a priority service when the relevant Howden personnel are available, for emergency or breakdown callouts.
An additional 30% of the applicable labor rate will be charged where Howden personne! are requested and able to be mobilized
within 24 hours of the request being received.

D. Expenses (USD)

4. Meals will be $65/day per diem to be charged from the day of travel start to the day of trave! end.

2. Lodging, indidental expenses, transportation to and from the city nearest the jobsite, plus local transportation will be invoiced at
cost plus 20% administrative fee. Receipt(s) to be provided when any expense exceeds $60.00.

3. Transportation to and from the city nearest the jobsite, plus local transportation will be charged at cost plus 20% administrative
fee. The mileage allowance for personal car use will be current U.S. government rate per mile.

4. Tool usage, when required, will be charged at a rate of $350 per trip.

5. Expenses for Airline travel shall be charged at cost Plus a 20% administrative fee (Administrative fee shall not exceed $500).

E. Terms and Conditions
The sale of services by Howden Roots LLC (“Seller”) is subject to Seller's Terms for Sale of Goods and if such terms differ in any way

from Buyer's order, or if such terms are construed as an acceptance or confirmation acting as an acceptance, then Seller's acceptance is
expressly made conditional on Buyer's assent to any terms or conditions contained in Seller's terms that are different from or additional to
those contained in Buyer's writing. Further, this quote shall be deemed notice of objection to such terms and conditions of Buyer. If this
quote is construed as the offer, acceptance of same is expressly limited to the terms and conditions contained herein. In any event,
Buyer's order of the services shall constitute and manifest Buyer's assent to Seller's Terms for Sale of Goods.

jency Tel: 417-929-2929
SL

Page 1 of t

Howden Roots LLC 4654 W, Junction St., Springfield, MO 65802 Tet: A1T-405 5008! After | Hours Em
EAL EN 2S PRL ETS = ===

FS-HRO-S, 15-Feb-2021

Howden Roots LLC oa

Standard Terms and Conditions of Sale Howden

1. DEFINITIONS: SCOPE - “Buyer” means the issuer of the purchase order and its attachments. “Seller” means Howden Roots LLC.; “Order” means

Buyer's purchase order/contract, these terms and conditions of sale, Seller's acceptance and other altachments mutually agreed upon by the parties.

“Goods” means the specified drawings, goods and paris as described in Seller's quotation/bid, this Order, and iis attachments; “Services” means the

Specified supervision, testing, repair, or other services of Seller as described in Seller's quotation/bid, this Order, and its attachments. Delivery and
scope of supply shail be based upon Seller's quotation/bid and any expressly agreed upon changes.

2. ACCEPTANCE + Buyer's acceptance of any Goods or Services from Seller shall constitute full acceptance of Seller's quote and these terms and
conditions. These terms and conditions take precedence over Buyer's terms and conditions to which notice of objection Is hereby given. No tems or
conditions in Buyer's order shall be binding upon Seller unless specifically agreed to in writing by Seller. Neither Seller's commencement of
performance or delivery shall be deemedas acceptance of Buyer's terms and conditions.

3. = If specified in the Order, Seller will conduct testing and/or Inspection or review(s) by Buyer of the Goods or Services at
Buyer's risks and cost. Buyer will receive written notice al least three (3) business days prior to such testIng/inspection//review(s). If Buyer waives
attendance or fails to attend, any testing/inspections/eviews will be deemed fo have been made In Buyer's presence.

4, TITLE & RISK OF LOSS - Unless specified in the Order, Goods are being purchased EXW (Otigin/Factory), Incoterms 2010. Title and risk of loss
shall transfer to Buyer upon delivery to the agreed upon Incoterms point (or when delivery should have taken place but for fault of Buyer). Buyer agrees to
document (with photos) and promptly advise Seller of any damage or freight claims. Goods that are not promptly and properly rejected by Buyer upon
delivery shall be deemed irrevocably accepted; accepted Goods shall be subject to Seller's warranty herein.

5. WARRANTY - Seller warrants that: (i) the Goods will be of good material and workmanship; (ii) the Services shall be performed by competent and
qualified personnel in a professional and workmanlike manner in accordance with generally established industry standards; and (iil) the Goods and
Services will conform to the technical specifications and/or drawings expressly agreed upon between the parties in writing. Seller's warranties on the
Goods will be in effect until the earller of: (i) twelve (12) months from first operationsuse of any such Goods or (I!) eighteen (18) months after date of
delivery (al the applicable FOB/Incoterms point quoted by Seller). Seller's sole liability and Buyer’s sole and exclusive remedy for breach thereof shall be
the repair or replacement of such Goods by Seller, at Seller's option and cost (but not Including transportation, removal, reinstallation, and
decontamination). Seller's warranties on the Services will be in effect until ninety (90) days from the date of the performance of such Services. Seller's sole
liability and Buyer's sole and exclusive remedy for breach thereof shall be the re-performance of such Services by Seller. Any warranty
repair/replacement/re-performance pursuant to the above warranties shall be warranted by Seller for a petiod equal to the remainder of the original
warranty period set forth above. No “evergreen” or “in-place” warranty is being provided. Seller shall have the sole right to specify the manner and
timeframe for such repair/replacemenv re-performance. Defective/non-conforming parts(s)/Goods must be returned to Seller free of afl contaminants and, in
the event of replacement, will become the property of Seller unless Seller instructs otherwise. The warranty does not include the costs of fitting new parts
or other Equipment. ff Seller opts to perform any warranty obligations in-place, Buyer shall, without cost to Seller, during a specified time perlod agreed
upon by the parties, provide access by disassembling, removing, replacing, and reinstalling any equipment, structures, or other obstructions to the extent
necessary to perma Seller to perform its warranty obligations.

THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES THAT EXTEND BEYOND THE FACE OF
THESE TERMS AND CONDITIONS. ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE) NOT EXPRESSLY SET FORTH HEREIN, ARE FULLY DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT
PERMITTED BY LAW. SELLER'S WARRANTIES DO NOT COVER ANY GOODS OR SERVICES THAT HAVE BEEN ALTERED OR SUBJECTED TO
ACCIDENT OR IMPROPER STORAGE, INSTALLATION, ASSEMBLY, COMMISSIONING, MAINTENANCE, USE OR APPLICATION. SELLER DOES
NOT WARRANT THAT THE GOODS WILL RESIST THE ACTION OF EROSIVE OR CORROSIVE GASES, LIQUIDS, OR SOLIDS, OR PRODUCE
RESULTSIN COMPLIANCE WITH ANY LAWS, DECREES, OR OTHER STANDARDS.

6. INSTALLATIONS AND ASSEMBLY ~ Unless specified in the Order, Seller Is only the supplier of the Goods and shall have no responsibility
for the assembly and installation of the Goods.

7, INTELLECTUAL PROPERTY - Seller's intellectual property rights and proprietary Information (in hard copy or in electronic format) remain the
property of Seller. Notwithstanding any other provisions or requirements of this Order, no intellectual property or proprietary information is being sold,
granted, transferred, licensed, or assigned; there are no works-made-for-hire or unrestricted use (any government rights shall be “limited rights”). Seller
shall not be required to provide, or provide access to, any confidential or proprietary area or Information. Buyer shall not reverse engineer or othemise
attempt to re-create the Goods/Services.

8, PATENT INDEMNITY - Except (i) to the extent of designs or other intellectual property provided by Buyer and/or (ii) to the extent that Goods are
altered or combined by Buyer in a manner causing the infringement, Seller wil indemnify Buyer from claims by third parties agalnst Buyer if the Goods
infringe any Canadian or United States patent. If an injunction is issued against the further use of the Goods, Seller will, at its option and expense:
()) procure for Buyer the right to continue using said item of Goods; or (il) modify or replace the same with non-infringing Goods or (iii) remove the

Infringing Goods andrefund the purchase price.

9. BUYER MATERIALS. ~ Buyer-furnished material must be received by Seller In accordance with the delivery schedule agreed upon by both partles, If
shipment of such material is delayed or lost, Seller reserves the right to: (i) Invoice and hold shipment aweiting such material or (ii) invoice and ship less such
material, Buyer shall reimburse Seller for all llabillty Incurred by Seller as a result of any such Buyer delay.

10. ON-SITE SERVICES ~ The following section shall apply only if Seller provides on-site Services to Buyer under this Order:

10.1 Indemnity of Buyer, Seller will indemnify Buyer from non-nuclear claims brought by third parties against Buyer for (1) bodlly Injury (including death)
and (ii) property damage, each only to the extent directly caused by the negligence of Seller. Seller shall not be responsible for the acts/omissions of
Buyer or others. Seller’s indemnity obligations shall not apply to Buyer property or any nuclear activity/incident.

10.2 Insurance. Seller shall maintain the following insurance coverage : (1) Commercial General Ltabllity with limits of $1,000,000 combined single limit
occurrence for Bodily Injury, Physical Property Damage of third party property, and Contractual Liability coverage, subject to an annual aggregate of
$2,000,000; (2) Automobile Liabllity - Bodily Injury/Physical Properly Damage in the amount of $1,000,000 combined single limit each occurrence; and @)
Workers Compensation Insurance — statutory, as to Seller's employees. If requested, Seller will provide an ACORD form of certificate confirming such
coverage. Seller's provision of a certificale of insurance in accordance with Buyer's site requirements does not constitute Seller's acceptance of Buyer's
terms of purchase. Seller shall have no other or further obligations related to insurance or coverage.

10.3 Other On-site/Service Provisions. Seller shall comply with applicable Canadian, U.S. and/or provincialferritoria/state statutes, acts, ordinances,
regulations, codes, and laws thal apply to Seller's performance of the Work. Sefler shall comply with job/site requirements as mutually agreed upon by the
Parties, Seller Is an independent contractor and is not responsible for oversight or supervision of work, properly or employees of others. including health,
safety, or security. Buyer shall advise Sellers personnel in advance of all known and/or suspected hazardous/unsafé conditions and risks that may be
encountered while on-site, including proper Material Safely Data Sheets (MSDS). Seller's personnel shall not be required to take any action, or to enter or

Page 1 of 2 Rev. 3/16/2020