HomeMy WebLinkAbout2023-031 PO 20230300- Andritz Separation Inc . Purchase Order
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I ATTN: Accounts Payable Purchase
L Ashland, 0R 97520 Order# 20230300
T Phone: 541/552-2010 j
O Email: payable@ashland.or.us 0
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EH C/O Public Works Department
ANDRITZ SEPARATION INC
DEPT 0312 I 51 Winburn Way
N PO BOX 120312 '
P Ashland, OR 97520
R DALLAS, TX 75312-0312 ,,t1Phone: 541/488-5347
O Fax: 541/488-6006
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04/13/2023 718 FOB ASHLAND OR/NET30 City Accounts Payable
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WWTP Centrifuge Install
1 VWVTP Field Services for Centrifuge Install 1.0 $14,165.00 $14,165.00
Personal Services Agreement(Less than $35,000) ,
Completion date: (Not included in section 1.)
Project Account:
***************GL SUMMARY***************
1 086100-602400 $14,165.00 I
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Authorized Signature n�tr �s : �_ - E A4165.00
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FORM (14
#3 ` CITY OF
A request fora Purchase Order AS H LAN D
REQUISITION Date f request: " 04/11/2022
Required date for delivery:
Vendor Name ANDRITZ Separation Technologies,INC
Address,City,State,Zip 1010 Commercial Blvd S,Arlington,TX,76001
Contact Name&Telephone Number Robert King
Email address
Robert.King@andritz.com
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency
❑ Reason for exemption: Date approved by Council: 0 Form#13,Written findings and Authorization
❑ AMC 2.50 _(Attach copy of council communication) 0 Written quote or proposal attached
❑ Written quote or proposal attached _(If council approval required,attach copy of CCj_
❑ Small Procurement 0 Request for Proposal Cooperative Procurement
Not exceeding$5,000 Date approved by Council: ❑ State of Oregon
❑ Direct Award _(Attach copy of council communication) Contract#
❑ Verbal/Written bid(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington
Date approved by Council:_ Contract#
_(Attach copy of council communication) ❑ Other government agency contract
Intermediate Procurement 0 Sole Source Agency
GOODS&SERVICES El Applicable Form(#5,6,7 or 8) Contract#
Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement
❑ (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency
PERSONAL SERVICES Date approved by Council:_ ❑ Annual cost to City does not exceed$25,000.
Greater than$5,000 and less than$75000 Valid until: _(Date) Agreement approved by Legal and approved/signed by
IN Less than$35,000,by direct appointment ❑ Special Procurement City Administrator.AMC 2.50.070(4)
❑ (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval 0 Annual cost to City exceeds$25,000,Council
❑ Form#4,Personal Services$5K to$75K ❑ Written quote or proposal attached approval required.(Attach copy of council communication)
Date approved by Council:
Valid until: _ (Date)
Description of SERVICES Total Cost
WWTP Field Services for Centrifuge install
14165.00
Item# Quantity Unit Description of MATERIALS Unit Price Total Cost
I Per attached quote/proposal TOTAL'4COS'T
Project Number - Account Number 0 8 6 1 0 0.6 0 2 4 0 0
Account Number - Account Number
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
By signing this requisition form,I certify that the City's public contracting requirements have been satisfied.
Employee:4 .. pts -Cap-pt Department Head: 4•It-2n2'3
o or greater than$5,000)
Department Manager/Supervisor: City Manager:
(Equal to or
tk 977
Funds appropriated for current fiscal year: NO Finance irector-(Equal to orgreaterthan$5,000)
Comments:
Form#3-Requisition
PERSONAL SERVICES AGREEMENT (LESS THAN $35,000)
CONSULTANT: ANDRITZ SEPARATION INC.
ADDRESS: 1010 Commercial Blvd. S.
Arlington, TX 76001
CITY OF '
�S H LAN D TELEPHONE: 817-465-5611
20 East Main Street
Ashland, Oregon 97520 EMAIL: Robert.King@Andritz.com
Telephone: 541/488-5587
Fax: 541/488-6006
This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of
Ashland, an Oregon municipal corporation (hereinafter "City") and Andritz Separation Inc., a foreign business
corporation("hereinafter"Consultant"), for field services as estimated per Exhibit A.
NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and
Consultant hereby agree as follows:
1. Effective Date and Duration: This Agreement shall become effective on the date of execution on
behalf of the City, as set forth below(the"Effective Date"), and unless sooner terminated as specifically
provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as
complete and Consultant's acceptance of the City's final payment therefore.
2. Scope of Work: Consultant will provide field services as more fully set forth in the Consultant's
Proposal No. 20951181 dated January 20,2023,which is attached hereto as "Exhibit A"and
incorporated herein by this reference. Consultant's services are collectively referred to herein as the
"Work."
3. Supporting Documents/Exhibits; Conflicting Provisions: This Agreement and any exhibits or other
supporting documents shall be construed to be mutually complementary and supplementary wherever
possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself
shall control over any conflicting provisions in any of the exhibits or supporting documents.
4. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above
and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required
for the proper performance of such Work.
Page 1 of 1: EXHIBIT B
5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents, that
all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform
the service to which they will be assigned in a skilled and worker-like manner and, if required to be
registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded.
6. Compensation: City shall pay Consultant the estimated sum of$14,165.00 (fourteen thousand one
hundred sixty-five US dollars) as full compensation for Consultant's performance of all Work under
this Agreement. Notwithstanding the foregoing, any additional work/customer-requested services,
including overtime and extra trips needed, will incur additional charges according to the Andritz 2023
standard rate sheet. In no event shall Consultant's total of all compensation and reimbursement under
this Agreement exceed the sum of$14,165.00 (fourteen thousand one hundred sixty-five US dollars)
without the express,written approval from the City official whose signature appears below, or such
official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by
the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,
payments will be commensurate with any portion of the Work completed and accepted as of the date of
termination, including any applicable termination charges.
7. Ownership of Work/Documents: All Work or work product produced in furtherance of this
Agreement belong to the City and any copyright,patent,trademark proprietary or any other protected
intellectual property right remains with Consultant. Consultant retains ownership of all intellectual
property contained in the Work or any work product. The City acknowledges that the information that
Consultant submits to the City in connection with this Agreement and the performance hereof is
Consultant's confidential proprietary information and the Consultant acknowledges that this information
is also subject to public record requests. Outside of a valid records request,the City will not to disclose
such information to third parties.
8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by
reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235.
9. Living Wage Requirements: If the amount of this Agreement is $24,050.68 or more, Consultant is
required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as
defined in that chapter,to all employees performing Work under this Agreement and to any
Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also
required to post the notice attached hereto as "Exhibit B"predominantly in areas where it will be seen
by all employees.
10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers,
employees, and agents harmless from any and all third-party losses, claims, actions, costs, expenses,
judgments, or other damages for bodily injury(including injury resulting in death), or damage (including
loss or destruction)to tangible property, but only to the extent caused by the negligence or legal fault in
the performance of this Agreement by Consultant(including but not limited to, Consultant's employees,
Page 2 of 1: EXHIBIT B
agents, and others designated by Consultant to perform Work or services attendant to this Agreement).
However, Consultant shall not be held responsible for any losses, expenses, actions, costs, or other
damages, caused by the negligence or legal fault of City.
11. Termination:
Termination may be made by the City for the following reasons,upon payment commensurate with the
Work performed,plus any expenses caused by such termination.
a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both
parties.
b. City's Convenience. This Agreement may be terminated by City at any time upon not less than
thirty(30) days' prior written notice delivered by certified mail or in person.
c. For Cause. City may terminate this Agreement effective upon delivery of written notice to
Consultant, or at such later date as may be established by City under any of the following
conditions:
i. If City funding from federal, state, county or other sources is not obtained and continued at
levels sufficient to allow for the purchase of the indicated quantity of services;
ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a
way that the services are no longer allowable or appropriate for purchase under this
Agreement or are no longer eligible for the funding proposed for payments authorized by this
Agreement; or iii. If any license or certificate required by law or regulation to be held by
Consultant to provide the services required by this Agreement is for any reason denied,
revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Consultant may terminate this Agreement in the event of a breach of the
Agreement by the other. Prior to such termination the party seeking termination shall give to
the other party written notice of the breach and its intent to terminate. If the party
committing the breach has not e commenced a cure of the breach within thirty (30) days of
the date of the notice,then the Agreement may be terminated at any time thereafter by a
written notice of termination by the party giving notice.
ii. Time is of the utmost importance for Consultant's performance of each and every obligation
and duty under this Agreement.
12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the
City for any purpose.
13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work
without the written consent of City. Any attempted assignment or subcontract without written consent
of City shall be void.
14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material
breach or default of any covenantor obligation under the Agreement; institutes an action for relief in
Page 3 of 1: EXHIBIT B
bankruptcy or has instituted against it an action for insolvency;makes a general assignment for the
benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations
under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement.
15. Insurance. Consultant shall, at its own expense, maintain the following insurance:
a Workers' Compensation. Consultant shall obtain and maintain Workers' Compensation insurance in
compliance with ORS 656.017,which requires subject employers to provide Oregon Workers'
Compensation coverage for its subject workers, unless such employers are exempt under ORS
656.126. If exempt under ORS 656.126, Consultant shall certify such exemption or evidence of
Workers' Compensation coverage from a state other than Oregon to the City.
b. General Liability insurance with a limit of$2,000,000 (two million dollars)per occurrence and in
annual aggregate for Bodily Injury,Death, and Property Damage.
c. Automobile Liability insurance with a combined single limit of$1,000,000 (one million dollars)for
each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-
owned vehicles, as applicable.
d. Notice of cancellation or change. There shall be no cancellation, material reduction of coverage
required herein,reduction of limits or intent not to renew the insurance coverage(s)without thirty
(30) days' prior written notice from the Consultant or its insurer(s)to the City.
e. Additional Insured/Certificates of Insurance. Consultant shall include the City of Ashland,Oregon,
and its elected officials, officers and employees as Additional Insureds on any insurance policies,
excluding Workers' Compensation, required herein, but only with respect to Consultant's services to
be provided under this Agreement. The consultant's insurance is primary and non-contributory. As
evidence of the insurance coverages required by this Agreement,the Consultant shall furnish
insurance certificates and endorsements prior to commencing the Work under this Agreement.
16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color,religion,
creed, sex, marital status, familial status or domestic partnership,national origin, age,mental or physical
disability, sexual orientation, gender identity or source of income, suffer discrimination in the
performance of any Work under this Agreement when employed by Consultant. Consultant agrees to
comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules
and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business
enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran
owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts
as required by ORS 279A.110.
17. Consultant's Compliance With Tax Laws:
17.1 Consultant represents and warrants to the City that:
17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof,
comply with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and
ORS Chapters 316, 317, and 318;
Page 4 of 1: EXHIBIT B
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Consultant; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce
any of the foregoing tax laws or provisions.
17.1.2 Consultant, for a period of no fewer than three(3) calendar years preceding the Effective
Date of this Agreement,has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and
ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Consultant; and
(iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce
any of the foregoing tax laws or provisions.
18. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with
the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for
litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon
for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall
be in the federal district court for the district of Oregon. Each party expressly waives any and all rights
to maintain an action under this Agreement in any other venue.
19. Notice. Whenever notice is required or permitted to be given under this Agreement, such notice shall be
given in writing,to the other party by personal delivery, by sending via a reputable commercial overnight
courier,by mailing using registered or certified United States mail, return receipt requested,postage
prepaid, or by electronically confirmed at the address or facsimile number set forth below:
If to the City:
City of Ashland
Attn: Contract Administrator
20 East Main Street
Ashland, OR 97520
With a copy to:
City of Ashland-Legal Department
20 East Main Street
Ashland, Oregon 97520
If to Consultant:
Andritz Separation Inc.
Attn: Robert King,VP Operations
1010 Commercial Blvd. S.
Arlington, TX 76001
Page 5 of 1: EXHIBIT B
20. Amendments. This Agreement may be amended only by written instrument executed by both parties
with the same formalities as this Agreement.
21. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS,
AGREEMENTS, OR REPRESENTATIONS,EITHER ORAL OR WRITTEN,NOT SPECIFIED
HEREIN REGARDING THIS AGREEMENT. CONSULTANT,BY SIGNATURE OF ITS
AUTHORIZED REPRESENTATIVE,HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ
THIS AGREEMENT,UNDERSTANDS IT,AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
22. Certification. Consultant shall execute the certification attached hereto as"Exhibit C"and incorporated
herein by this reference.
23. Limitation of Liability. In no event, whether based on contract,tort(including negligence), strict
liability or otherwise, shall Consultant, its officers, directors, employees, subcontractors, suppliers or
affiliated companies be liable for loss of profits, loss of use, or for any indirect, special, incidental or
consequential damages of any nature resulting from, arising out of or connected with the services or this
Agreement or from the performance or breach hereof. The aggregate liability of Consultant, its officers,
directors, employees, subcontractors, suppliers or affiliated companies, for all claims of any kind for any
loss, damage, or expense resulting from, arising out of or connected with the services or this Agreement
or from the performance or breach hereof shall in no event exceed$250,000. The limitations and
exclusions of liability set forth in this Limitation of Liability section shall take precedence over any
other provision of this Agreement and shall apply whether the claim of liability is based on contract,
warranty,tort(including negligence), strict liability, indemnity, or otherwise. The remedies expressly set
forth in this Agreement are the City's sole and exclusive remedies.
24. Force Majeure. Events of Force Majeure shall be addressed as specified in Exhibit A,Andritz
Proposal, Section 20,Force Majeure.
25. WARRANTY. The City's Warranty is as specified in Exhibit A,Andritz Proposal, Section 8,
Warranty.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by
their duly authorized representatives as of the dates set forth below.
Page 6 of 1: EXHIBIT B
CITY OF ASHLAND: ANDRITZ SEPARATION INC. (CONSULTANT):
By: ow:IfiraallikBy: /2/K,---
Signature
Sco + F1ciwYyt PU,b11C OMCs Diyeat.y
4. t L Lo�'1> Robert King
Date Printed Name
VP Operations
Title
Purchase Order No. 04/10/2023
Date
(W-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
Assistant City Attorney
4.6.23
Date
Purchase Order No. (W-9 is to be submitted with this signed Agreement)
Page 7 of 1: EXHIBIT B
M1)RITL
QUOTATION
Customer:127936 Supplier: Andritz Separation Inc.
City of Ashland Contact: Osiel Verastegui
City Hall Phone: +1 817 375 4405
20 E. Main St. Fax: +18173756418
ASHLAND OR 97520 E-mail: osiel.verastegui@andritz.com
Contact: Mr. Ben Russel
Phone no: +15415522335 Date: 01/20/2023 •
Fax:
Copy to:
Your inquiry: EMAIL
Your inquiry date: 01/20/2023
Our quote no: 20951181
Dear Mr. Ben Russel,
We thank you for your inquiry and are pleased to quote as follows: •
1. Scope of supply
Should you choose to place an order, please provide the following information:
1. Shipping Address for Delivery
2. Billing Address for Invoice
3. Shipping Terms: If a specific carrier is preferred, please list as FCA, Origin Collect with preferred carrier.
Otherwise, list as FCA, Origin Prepaid &Add.
4. Reference this quote number.
Please note currency is in US Dollars
Andritz Inc Standard Terms&Conditions apply
Returned goods require pre approval and are subject to restocking and inspection fees.
Item Product ID No. S/W* Quantity Unit Unit Price Amount
10 FIELD SERVICE 100031977 1 EA 14,165.00 14,165.00
Please be advised this is an estimate only.
Actual costs will be adjusted,based on the
service tech's time sheet and expenses, and
invoiced upon completion of the service trip. It
will be necessary to receive your purchase
order before we can confirm this trip in our
service schedule.
Labor:
Page 1 of 6
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial.Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp
Arlington,TX 76001 USA Dept:0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1.(817)465-5611 Dallas,TX 75312-0312 Account:8879433001
Fax:+1(817)468-3961 Federal Tax ID Number.59-3773483 ABA:026010786
EXHIBIT B
CITY OF ASHLAND, OREGON
City of Ashland
LIVING
ALL employers described WAG E
below must comply with City
of Ashland laws regulating
payment of a living wage.
$17.02 per hour,, effective June 30, 2022.-
The Wa a is adjusted annuall� eve
r� Livin 9 g.. J Y ry
June:30 by the Consumer Pride-indexl.
Employees must be paid a portion of business of their 401K and IRS eligible
living wage: employer, if the employer has cafeteria plans(including
ten or more employees,and childcare) benefits to the
has received financial amount of wages received by
assistance for the project or the employee.
> For all hours worked under a business from the City of
service contract between their Ashland in excess of > Note: For temporary and
employer and the City of $24,050.68. part-time employees,the
Ashland if the contract Living Wage does not apply
exceeds$24,050.68 or more. > If their employer is the City of to the first 1040 hours worked
Ashland, including the Parks in any calendar year. For
> For all hours worked in a and Recreation Department. more details, please see
month if the employee spends Ashland Municipal Code
50%or more of the > In calculating the living wage, Section 3.12.020.
employee's time in that month employers may add the value
working on a project or of health care, retirement,
For additional information:
Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator,
City Hall, 20 East Main Street, Ashland, Oregon 97520, or visit the City's website at www.ashland.or.us.
Notice to Employers: This notice must be posted predominantly in areas where it can be
seen by all employees. CITY OF
ASHLAND
Page 8 of 1: EXHIBIT B
EXHIBIT C
CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative, under
penalty of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is
waiting for the number to be issued to it and (b) Consultant is not subject to backup withholding because: (i) it
is exempt from backup withholding, or(ii) it has not been notified by the Internal Revenue Service (IRS)that it
is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii)the IRS has
notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City
that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b)the Agreement,
when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance
with its terms, (c)the work under the Agreement shall be performed in accordance with the highest professional
standards, and(d) Consultant is qualified,professionally competent, and duly licensed (if applicable)to perform
the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon
tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State
of Oregon, and Consultant has checked four or more of the following criteria that apply to its business.
RK (1) Consultant carries out the work or services at a location separate from a private residence or is in
a specific portion of a private residence, set aside as the location of the business.
RK (2) Commercial advertising or business cards or a trade association membership are purchased for
the business.
RK (3) Telephone listing is used for the business separate from the personal residence listing.
RK (4)Labor or services are performed only pursuant to written contracts.
RK (5)Labor or services are performed for two or more different persons within a period of one year.
RK (6) Consultant assumes financial responsibility for defective workmanship or for service not
provided as evidenced by the ownership of performance bonds,warranties, errors and omission
(professional liability) insurance or liability insurance relating to the Work or services to be
provided.
�ti/lam /
Consultant's signature
04/10/2023
Date
AN)RilL
Our quote no: 20951181
Item Product ID No. S/W* Quantity Unit Unit Price Amount
20 Travel Hours @$153.50/hr. =$3,070.00
24 Service Hours @$205/hr. =$5,160.00
6 Service Hours OT @$307.50/hr.=
$1,935.00
Estimated Expenses=$4,000.00
Please see attached rate sheet.
Explanation of Services
Technician to provide assistance with
disassembling customer's new rotating
assembly in order for it to be moved into the
building and then assistance to reassemble
unit once the components have been moved
inside of the building.
Customer Responsibilities
**Please have area cleared and prepared
for service**
>Customer to have overhead lifting
' capabilities in order to disassemble machine
components.
>Customer to have overhead lifting
capabilities in order to reassemble machine
components.
>Customer to handle all the moves required
to move machine components from the •
original location to its final destination.
>Customer to disconnect&reconnect utilities,
including
electrical for rotating assembly to be installed.
**Any additional work/customer-requested
services, including overtime and extra trips
needed,will incur additional charges
according to the Andritz standard rate
sheet**
Total Amount USD USD 14,165.00
.S=Spare Parts,W=Wear Parts
Technical contact: Ray Potter/Phone: +1 817 419 1788/ray.potter@andritz.com
Page 2 of 6
ANDRITZ Separation Inc. Remit to: Wire instructions:
1016;
010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp
Arlington,TX 76001 USA Dept:0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1(817)465-5811 Dallas,TX 75312-0312 Account:8879433001
Fax:+1(817)468-3981 Federal Tax ID Number:59-3773483 ABA:026010786
M1IRiTL
Our quote no: 20951181
Terms and Conditions
2 . Delivery Time: \
after receipt of order and any clarifications.
3 . Terms of delivery:
Our terms of delivery are FCA Origin, PrePaid,Add, according to INCOTERMS 2020.
4. Terms of Payment:
Within 30 days Due net
(1%default interest per month for delayed payment).
5 . Validity of quotation:
This quotation is valid to 02/10/2023.
Other Terms:
6 . **********
COVID-19 pandemic delays, disrupts,or prevents Andritz#s performance,or increases shipping
or freight costs,Andritz shall be entitled to change order containing an appropriate adjustment in
the contract price and/or delivery schedule. Furthermore,in the event that developments related
to the pandemic,whether initiated prior to or after the date of this proposal,quotation,or order,
including but not limited to travel advisories,steps taken to protect the health and safety of
employees, Government orders,and temporary facility shutdowns, increase the cost or time for
delivery,Andritz shall be entitled to adjust the price and delivery dates herein to reflect these
impacts.Andritz#s delivery date and prices (including freight)are estimates only based on
Andritz#s standard delivery dates and prices and do not account for the present and future
schedule impacts of the COVID-19 pandemic. Nothing in this proposal, quotation,or order,or
any contract,based hereon,shall be construed as a waiver of these rights.
**********
The crisis in Russia/Ukraine is impacting the complete global supply chain, including but not
limited to, raw material shortages,extended delivery times, unavailability/restricted availability of
transport as well as unforeseeable price increases.The Parties therefore agree that the price and
delivery times in this order confirmation are indicative only. In case the crisis leads to any
impacts on the delivery time or to a price increase of more than 5%of the order value after the
date of the order confirmation,we reserve our right to adapt the prices and/or the delivery times
accordingly. Nothing in this order confirmation can be construed as a waiver of such right.Of
course,we will stay in close contact with you,being stipulated that we are doing our best effort
to overcome this significant cost pressure and hurdles in the supply chain.
**********
Page 3 of 6
ANDRITZ Separation Inca Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp
Arlington,TX 78001 USA Dept:0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1(817)465-5611 Dallas,TX 75312-0312 Account:8879433001
Fax:+1(817)488-3981 Federal Tax ID Number.59-3773483 ABA:026010786
LtN)RITL
Our quote no: 20951181
TERMS APPLICABLE
This quotation or acknowledgement and Sellers sale of Products and for provision of Services described In Buyer's purchase order Issued.whole or In part In response to NIe quotation or in response to which this acknowledgement is Issued are expressly
bided to and expressly made conditional on,Buyer's acceptance of the Terms and Conditions of Sale and/or Service gored below.which are the exclusive tones and conditions upon which Andrih Separation Inc.or the applicable Andrita entiysuppbing the
• same(Seger.)will accept a purchase order for the sale of new,used and refurbished products,equipment pads and/or the provision of services(Products'and'Services.).These Terms and Conditions of Salo and/or Service control,supersede and replace
any and all other additional and/or different lawns and condnlons of Buyer,end Seiler hereby objects to and rejects all such terms and conditions of Buyer without further notification,except to the extent Seller expressly agrees to such conditions in
wnittng.Seller's commencement of work under the Purchase Order or Buyer's acceptance of delivery of or payment for any Products or Services covered by this Agreement,In whole or In pad,shall be deemed Buyer's agreement to the foregoing.The Imm'this
Agreement'as used heroin moans this quotation or acknowledgment or Buyer's purchase order,together with any attachment thereto,any documents expressly Incorporated by reference(but excluding any Buyer terms end conddbns attached thereto or
incorporated therein by reference),end these Tons and Conditions of Salo and/or Service.
7 . DELIVERY OR PERFORMANCE
Delivery or performance dates are good faith estimates and do not mean that time Is of the essence.'Buyers failure to promptly make advance or interim payments,supply technical Information,drawings and approvals will result in a commensurate deby in
delivery or performance.Installation of any Product shag not be Setter's responsibility unless specifically provided for N this Agreement.Upon and after delivery,risk ofbss or damage totheProducrs shall be Buyer's.Delivery of the Products hereunder will be
made on the leers agreed to by the parties asset forth Inthis Agreement,according to INCOTERMS 2010.
8 . WARRANTY
(a)Products Warranty.
0)New Equipment Warranty.In the case of the purchase of new equipment the Seger warrants to Buyer that the new equipment manufactured by it will be delivered free from defects in material end workmanship.This warranty shall commence upon def ryof
the new equipment to Buyer and shall expire on the earlier.occur of 12 months from Initial operation of the new equipment and 18 months from delivery thereof(the Warrant/Period.).
0(Pads and Used or Reconditioned Machinery or Equipment Warranty.In the case of pads or used orrecondaloned machinery or equipment,end unless otherwise indicated,Sager warrants to Buyer that the parts or the used or reconditioned machineryor
equipment manufactured by it will be delivered free from defects In material and workmanship.This warranty shall commence upon delivery of the parts or the used orrecenditioned machinery or equipment.the buyer and shall expke 6 months from
delivery thereof(the Warmny Period,.
(IN If during the Warranty Period Buyer discovers a defect in material or workmanship oda Product and gives Seller written notice thereof within 10 days of such discovery,Seller will,el ib option,either deliver le Buyer,en the same terms as the original delivery
was made,according to INCOTERMS 2010,a replacement part or repair the defect in place.Any repair or replacement pad furnished pursuant.this warranty are warranted against defects in material and workmanship for one period of 12 months from
completion of such repair or replacement,with no fuller extension.Seller will have no warranty obligations for the Produas under this Paragraph Slay:()lithe Products have not bean stored,installed,operated and maintained In accordance with genera
approved Industry practice and with Seller's specific written instructions;(i)If the Products are used in connection with any mbdure or substance or operating condition other than that forwhlch they were designed;(i)If Buyer falls to give Sellar such written 10
day notice;(w)ifthe Products are repaired by someone other than Seller or have been'n.nWnally or accidentally damaged;NI for corrosion,erosion,ordinary wear and tear or In respect of any parte which by their nature are exposed.severe wear and tear or
ero considered expendable;or(v)for expenses Incurred forum*i connection with the removal of the defective articles and reinstflatbn f0lbwing repair or replacement.
(b)Services Warranty.Seller warrants.Buyer that the Services performed will be tree from defects In workmanship and will conform to any mutually agreed upon specifications.If any failure to meet this warranty appears within 12 months from the date of
completion of the Services,on the condition that Seiler be promptly notified In writing thereof.Seger as its solo obligation for breach of thiswamntywill correct the failure by re-performing any defective portion of the Services furnished.Seller does not warrant the
accuracy of,or performance results of,any conclusions or recommendations provided,nor that any desired objective will result from the Service provided and Seller shall not be liable for any loss of use or any production losses whatsoever.
c) Seger further warrants to Buyer that at delivery.the Products manufactured by'twill be free of any fees or encumbrances.If them are any such gens or encumbrances,Seller will cause them to be discharged promptly after notification from Buyer of they
existence.
(d)THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE ONLY WARRANTIES IT WILL MAKE.THERE ARE NO OTHER WARRANTIES,WHETHER STATUTORY,ORAL,EXPRESS OR IMPLIED.IN PARTICULAR,THERE
ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(a)The remedies provided In Paragraphs 3(a),30)and 9(c)are Buyer's exclusive remedy for breach of warranty.
m with respect to any Product or part thereof not manufactured by Seller,Seller shall pass on.Buyer only those warranties made to Seiler by the manufacturer of such Product or part which are capable of being so passed on.
9 . LIMITATION OF LIABILITY
Notailhstsndbg any other provision In this Agreement the following limitations of lability shag appy:
(a) In no event,whether based en contractttort(including negligence).strict liability or otherwise,shall Seller,its officers,directors,employees.subcontractors,suppliers or affiliated companies be gable for lass of profits,revenue or business opportunity,loss by
mason of shu.avm of facigtbs or Inabtlyto operate any facility at full rapacity,or cost of obtaining other means for performing the functions performed by the Products,bee of future contracts,claims of customers,cost of money or loss of use of capital,In each
case whether or not foreseeable,or for any indirect,special,Incidental or consequential damages of any nature resulting from,arising out of or connected with the Products,Services.or this Agreement or from the performance or broach hereof.
(b) The aggregate liability of Seller,its officers,directors,employees,subcontractors,suppliers oraffilated companies,for all claims of any kind far any lose,damage,or expense resulting from,arising out of or connected with the Products.Services or
this Agreement or hom the performance or broach hereottogether with the east of performing make goad obligations to pass performance tests.If applIcobia,shag In no event exceed the contract pdco.
(c) The ilmitations end exclusions of lability set tone In this Paragraph 4 shall take precedence over any other provision of this Agreement and shall apply whether the claim of liablGy Is based on contract,warranty,tod(including negligence),strict
lability,Indemnity,or othelwba.The remedies provided In Ws Agreement are Buyer's exclusive remedies.
(d) All liability of Seger,its officers,directors,employees,subcontractors,suppilers orafoiated companies,resulting from,arising out of or connected with the Products,Services or this Agreement or from the performance or breach hereof shag terminate
on the third anniversary of the date of Ws Agreement.
(e) In no event shall Seller be liable for any loss or damage whatsoever adsing from its(allure to discover or repair latent detects or defects Inherent in the design of goods serviced(unless such discovery or repab Is normally discoverable by tests expressly
speoaed In the scope of work under Ws Agreement)or caused by the use of goods by the Buyer against the advice of Seller.if Seger furnishes Buyer with advice or assistance concerning any products or systems that b not required pursuant.this Agreement,
the furnishing of such advice or assistance will not subject Seller b any liability whether in contract,Indemnity,warranty,tort(Including negligence),strict liability or othemice.
10 . CHANGES,DELETIONS AND EXTRA WORK
Seller wig not make changes in the Products unless Buyer end Seller have executed a written Change Order for such change. Buyer,without inva(datbg this Agreement may make changes by altering,adding to or deducting from the general scope of
the Services by written Change Order.Any such Change Order Mil Include an appropriate adjusfinenl to the contractprice and delivery uhedule.If the change Impairs Seller's ability to satisfy any of its obligations to Buyer,the Change Order will Include
appropriate modifications to this Agreement.Seller shag be entitled to a Change Order adjusting the contract price,delivery schedule and/or any affected obligations of Seller if after the date of this Agreement a change in applicable law should require a change
In the Products or Services or In No event and to the extent that an actor omission of Buyer,or any error or change In Buyer-provided Information,affects the Seller's performance hereunder.
11 . TAXES
Seller's prices do not include any sales,use,excise or othertaxes.In addition to the price specified herein,the amount of any present or future sales,use,excise or other tax applicable to the sale or use of the Products or Services shall be billed to end paid by
Buyer unless Buyer provides to Seller a tax-exemption certificate acceptable to the relevant.zing authorities.
12. SECURITY INTEREST
Seller shall retain a purchase money security interest and Buyer hereby grants Sellar a lien upon and security interest In the Products until all payments hereunder have been made In NO.Buyer acknowledges that Seller may file a financing statement or
comparable document as required by applicable law and may fake all other action it deems reasonably necessary to perfect and maintain such secumy interest In Seger and to protect Setter's interest in the Products.
SET OFF
Page 4 of 6
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp
Arlington,TX 76001 USA Dept:0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1(817)465-5611 Dallas,TX 75312-0312 Account:8879433001
Fax:+1(817)468-3961 Federal Tax ID Number:59-3773483 ABA:026010786
M1')RiTL
Our quote no: 20951181
13 Neither Buyer nor any of its afl es shag have any doll tosot off cbMaagainst Seger orany alb&Dialogfor amounts owed undorthis AgroomenlorothervAse.
14. PATENTS
Unless the Products or ony pad thereof ere designed to Buyer's spocctations and provided No Product or any part thereof is not used in any manner other than as specilad or approved by Soler'awaking,()Soper shag defend against claims made Ino suitor
proceeding brought against Buyer by an unaFigated IMM parry that any Product Infringes a device able,of a United States or Canadian patent Issuod as of the effective data of this Agreement and limited to No veld of the specific Products provided under Oda
Agreement;provbod Sager b notified promptly In wring and given the necossary authority,Information and asubtanco for the defense of such claims;OD Seger shall satisfy enyjudgmant(after all appeals)for damages anterod against Buyer on such cbba so
long as such damages aro not attributable to willful conductor sanctioned litigation conduct and Ogg such judgment enjoins Buyer from using any Product ora pad thereat,than Sailor will,et W option:(a)obtain for Buyer the right to continua using such Product
or pmt(b)etMnato the Infringement by replacing or modifying aft or pad of the Products;or(a)of,back such Product or pad end refund to Buyer all payments on the purchase price that Seger has received for such Product or pad.The foregoing states Sonora
entice fabdity for patent lnfrb soment by any Product or pad thereof.
15. SOFTWARE LICENSE,WARRANTY,FEES
The fallowing Software Tonna and Conditions appy to any embedded or separate&packaged software produced by Sager and furnished by Seller hereunder
(a) Seller hereby grants to Buyer anonaxcbstm,n°Mronsfombb,noo-sub-lbensable license to the Software,and any mod?albna made by Seller thereto only In connection with configuration of the Products and operating system for which the
Software Is erderod hereunder,and for the end-use purpose staled In the rotated Seger operating documonbtlon.Buyer agrees that neither It nor any third party shag modify,rovorso engineer,decompib or reproduce the Software,except Buyer may creole
a single copy for backup or archival purposes In accordanco with the rebted Sonar operating doamonttion(the'Copy^).Buyer's goons°to use the Software and the Copy of such Software shall tetmWto upon any broach of thio Agreement by Buyer.Aft
copies of the Software,Including the Copy,are the property of Seller,and all copies for which the Oconee Is tormiated shag be rearmed to Sailor wit wrfttan confirmation after termination.
(b) Safer warrants that,an the date of shipment of the Software or No Products containing the Software to Buyer(1)the Software maria contain a true and correct copyof the Software end are free from material defeats;(2)Seller has the right to grunt the
fcenso hereunder,and(3)the Software cod function subsfantialy In accordance with the related Seller opareting documentation.
(c) If within 12 months from the dale of def ryofthe Software or Products containing No Software,Buyer discovers that the Soflwam Is not as warranted above and notglos Sollor Inverting prior to the end of such 12 month period,and g Seller detonninea that
It cannot or will not correcttho nonconformiy,Buyer's and Buyers Seaorautorimd transferee's axcbsNy remedies,at Seller's option.aro:(1)replacement of the nonconforming Software;or(2)tormhation of this lednsa uncle rofund of a pro ate sharp of the
contract price or Goons°leo paid.
(d) [(any inhingemort claims are made against Buyer arising out of Buyers use of Ne Software In amannor specified by Seller,Seller shall:()dofond against any claim Sr a suit or proceeding brought by anunaRfbrod thtrd party against Buyer that the
Software violates a rogistorod copyright or a coMdonrtlyagreomont to which Segerwos a party,providod that Salter ianata:1d promptly In writing and given the necessary authority.Information and assistance for the dofonse and settlement of such claims
(including Ne sole authority to select counsel and remove the Seftvaro or stop accused Infringing usage);()Soler shall satisfy a final judgment(oiler all appeab)for da magasentered against Buyor for such cbima,so long ea such damages are not attrthutabla
to willful conductor sanctioned[ligation conduct and(1 if such judgmoM anjoW Buyer from using the Software.Seger may al its option:(a)obtain for Buyer the right to continuo using such Software;(b)elminato No Infringement by replacing or modifying the
Software.or(c)take back such Software and refund to Buyer all payments an No purchase price that Soler has received. However,Sailor's obligations under this Paragraph shal not appy to the extent that the claim oredwrso fatal judgment'pintos to:
(1)Buyer's running of the Software alter being notified to discontinua;(2)non-Seller software,products,data or processes;r!)Buyah afteatlon of the Software;(4)Buyers distribution of Na Software to,or its use for the benefit of,any third party,or(5)Buyofa
aoqubM°n of contid°nrhl information(o)through improper moans;(b)under ciramsbnas giving rise to a duty to maintain its secrecy or limit W use;or(c)from a third party who owed to the party asserting Ne oho a duty to mahbIn the secrecy or pmt
the use of the conlidentiallnfonngtion.Buyer will relmburso Sailor for any costs ordamagaa that result from actions lb 5.In Sellofa duration and at Segefsown racoons,ew regard to any actual or perceived infringement claim related to the Software,
Solar may(0 procure tho right b use the Software,CO nephro No Software wfth a functional oquivalont,on/or Ng modify the Software.Under f and gig above.Buyer shag Immedbtey stop usa of the alegedyblrirging Software.
(e) This warranty sat forth In subparagraph(c)above shall only appy whoa:(1)the Software Is not modified by anyone other than Soler or lb agents authorized Invoking(2)Nom Is nomodtication In the Products In which NO Software Is lnsbgod byanyono
other Nan Seger or its agonbadharbod In wrung;(3)the Products aro In good operating order and Instalod In a suitable operating environment(4)the nenconformty Isnot caused by Buyer ora third party;(5)Buyer promptly notses Seller In writing.within tho
period of One sal forth In aubparogaph(c)above.of the nonconformity;and(6)all fees for No Software due to Seger have been timely paid.SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES.EXPRESS OR IMPLIED.WITH REGARD TO THE
SOFTWARE.INCLUDING BUT NOT UNITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR APARTICULAR PURPOSE,COURSE OF DEAUNG AND USAGE OF TRADE.
ft) Buyer and its successors aro tmfedb the remedies appalled In this Paragraph.
(g) Any subsewont modifications or enhancements to the Software made by Soler aro,at Seler'a option,subject to a fee.
16 . SITE RISKS
(a) Concealed Conditions.The parties acknowledge and agroo that Increased costs orschedule oxtonslons duo to any concealed conditions at the job site shall be to Buyer's account.Buyer shall hold Solar hornless for lncroased coats and grant any
necessary schedule extensions If any concealed or hazardouscandmons aro found.
(b) Environmental Remodhtion. Buyor acknowledges that Saler b not an export In onvlronmanhl romedotion and shag not be directed by change order or°Mambo to perform any environmental remodiafon as part of the Services,including but not
bilged o asbestos and bad paint removal.If any envbenmenbl ramodbtbn becomes necessary,Buyer vlll contract dues-Werth a qualified third party to perform such work
17. TERMINATION
(a)Buyer may termoata tidsAgreoment upon breach by Seller of a materbl obligation hereunder and Segdr's figure to aro,or to commonco a moot such breach within a reasonably period of time(bin not less than 30 days)following when rocobtof notice of
Ne same from Buyot.
00 Buyer may only totminato this Agreement for Buyer's comenioncd upon written notice to Sailor end upon payment to Seller of Sefer'a tormination charges,which shaft be ap0aftiad to Ewer and shag take into account among otherthings expenses(direct and
Indirect)incurred and commitments already made by Seller and on approprbto profit provided,that In no avant shall Solor's termination chargoa be loss than 25%of the contract prig.
(c)Stoker shag haw No right to suspend and/or terminate lb obligations under this Agreement r payment Is not resolved withk 30 days of duo date.In the event of the bankruptcy or insotaoncy of Buyer or In the ovent of any bankruptcy or Insolvency proceeding
brought by or against Buyor,soler shag bo entitled to torminato any order outstanding at any Ileo during Na podod allowed for filing ebbs ogaast No estate and shag reset.robbursoment for Hs consolation charges.
18. CONFIDENTIALITY
Boyaradmowledgos that Ne Information that Seger submits to Buyer tri connection with this Agreement and the performance hereof Includes SaTor's confidential and proprietary Information,both of a bchnlcol and commercialnatum.Buyeragroes not to
disclose such Information to third parties without Seller's prior written consent.Seller grants to Buyer a non-oxalusbe,royally-freo,perpetual,non4rensferable license to use Sellers confidential and proprietary Information for tho purpose of the Installation,
operation.mebondnce and ma*of the Products that are the aubthct hereof only.Buyer further agroos not to,and not to permit any third party to,analyze,measure the properties of,or otherwise reverse engineer No Products,fabricate the Products or any
parts thereof from Selbfs drawings or to usa the drawings other than In connection with this Agreement.Buyer will dofond and indemnify Sailor from any calm,auk or liability basad on personal Injury(including doath)or monody damage rebted to any Product
or pad thereof which Isfabrialod by a third padywfthout Solofs prbrwrtten consent and from and against related costa,shamus and oxponsas Mcluding attorneys'foes).All wpbs of Solaris confidential and proprietary Information shag tomato Sellor's
propody and may to roclabod by Sailer at any time In Na°vont Boyar Is In breach of ib obligations under this Paragraph.
19. END USER
if Buyer b not tho end user of the Products sold haroundor(tho'End User),then Buyer w0 use its bast efforts to obtain the End Usar'a written consent to be bound to Sager by No provisions hereof.If Buyer does not obtain such End Users consant,Buyer shall
defend and Indemnify Seger and Sailor's agents,employees,subcontractors and supplies from any action,liability,cost,loss,or expense for which Seller would not havo boon Oabla or from which Seger would haw been Indemnified If Buyer had obtained
such End User's concoct.
20. FORCE MAJEURE
(a) Force Majeure Defined.For the purpose of tills Agnomen Tomo Majeure wit moan ell events,whether or not foreseeable.beyond the roasawblo control of either party which drool the pedormanco of this AgroomeM,including.without limitation,dab of
God,acts or edrisoloa of gowmmontal car quasigovemmanbl authorities.laws or regulations,slrikoa,loakow or other bdustrlal drsturbancoa,acts of noble enemy,wars,Insurrection,,dots,epidemics,pandemics,outbreaks of Wed°.duras°or other
throats to public heats,lightning.earthquakes.fires,stones,sowre weather,foods,saboaga,dolaya in transportation,rejection of mob forging,and castings,lack of awlbbb shipping by land,sea or ab,Lack of dock nghterege or loading or unloading
fatigtles,kabgdy to obtain labor or matelab from usual sources.carious accidents InvoMng the work of suppten or sub-suppliers,thefts and explosions.
Page 5 of 6
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial.Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp
Arlington,TX 76001 USA Dept:0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1(817)485-5611 Dallas,TX 75312-0312 Account:8879433001
Fax:+1(817)468-3961 Federal Tax ID Number.59-3773483 ABA:026010786
Z '
Al TL
Our qUote no: 20951181
(b) Suspension of Obligations.If other Buyer or Senor is unable to any out its obligations under this Agreement due to Form Majeure,ethor than the obligation to make payments dueherounder,and the party affected promptly notifestho other of suchdolay,
Nen oft obligation,that aro affected by Fome Majeurewalbe suspended or reduced for theporiod of Force Majauro and for such eddtional time ash required to resume the performance of Rs obligations,and NodeGwry schedulewg boedjusted to
account for tho delay.
(a) Option to Tolminato.lftho period of suspension or reduction of operations win extond for repro than four(4)conseaivo months or periods of susponsion orroductbn total more thane months In ony 12 month period,Nen other Buyer or Softer may
terminate Nis Agreement
(d) Strikes Onto.Nolwitstanding anything herein to the contrary,In the event a strike,lookout,labor,union or other industrial disturbance at Buyers dote effeots,delays,disrupts or prevents Sellers performance of this Agreement,Seller shall be entitled to
Change Ordorcontaining an appropriate adjustment in the contract pride and delivery schedule.
21 . INDEMNIFICATION AND INSURANCE
(a) Indemnia0on.Seger,groes to defend and Indemnify Buyer from and against any third-party chtmfor badly injury of damage to tangible property(Lose)wising in connoctfonwahtho Products or the Servicos provided by Sellerheroundor,but only to
the extent such Loss has boon ausod by the neglgonce,MINI misconduct or other legal(uf(Fault')of Seller.Buyer shag promptlytendor the defense of any such third-party claim to Senor.Seller shall ba entitled to control No defense end resolution of such
claim,provided that Buyer shaft be entkled to be roprosented N rho matter by counsel of its choosing at Buyers sole expense.Khan such Loss teaks from the Fault of both Sailer and Buyer or a third party,then Sailers defense and Indemnity obligation Mal be
limbed b the proportion of the Loss that Sollars Fault bears to the total Fault
(b) Insurance.Sailor:han maintain commercial gonarol liiablVy Insuronco wish dmib of$2,000,000 potenunonco and In the aggregate covering claims for bodily Injury(including death)and physical properydxmngo arising out oftho Products or Sonicos.
Seller shag abo provide workore componsation lnsuronceorthe like as Inquired bytho laws of No jurisdiction wham No Sendsos will be performed.and owned and non-owned auto liabiOy insurance with Omits of$1,000,000 combined single fent Solar
wB provide a Certificate of Insurance codifying the existence of such cevorogos upon request.
22. GENERAL
(a)Sogerrapresenls Net any Products or parts thereof manufactured by SelbrwOl be produced In compianco with all appGabb federal,stab,and local laws applicable to thok manufactura and In accordance with Sagas engineering standards.Seller shall not
to gable for(allure of the Products to compywth any other specifications,standards.laws or regulations.
(0)This Agroament shop Inure only totho bene(of Buyer end Seger and Net respectvesuccesson end assigns.Myassgnment of this Agreement or any oftho rights orebligations hereunder,byehharpaMwtheW the writes consent of No other party shag
be veld.
(a)Nils Agreement mntaW the en(o and only agreement Lehman the parties with respect to No subject manor hereof and supersedes all prior oral and written understandings between Buyer and Seger concerning Ne Products,Services and any prior course
of dealings or usage of the trade not.xprossy mcorporatod herein.
(d) Thb Agreement maybe modeled,eupplementedor amended onlyby a writing signori by an authorized represonStive of Soler.Sakes waiver of any broach by Buyer of anylonns efthls Agroament must also bo Inwrtng and any wsNor by Seller orfelluro
by Sorer to enforce any of the terms and conditions of this Agreement et any time,shag not affect,pmt,or waM&goes right thoraatet to enforce and compel strict compfanco with even/tem and condition hereof.
(e)Ag terms ofthb Agreement which by Nein nature should appy after the cancellation.completion or termination of this Agreement shallsuMve and remain felyemorceable attar any cancellation.completion,or termination hereof.
(q(I)If Sonars°Mee b located In the United Stetos,this Agroament and the pedonnanco hereof MI ba govemod by and construed according to the laws of the State of Georgia,QI)If Sellers office Is bcatod in Canada.this Agreement and the portormanco
hereof wig bo governed by and construed according to the Ixws of the Province of New Brunswick.
(g)n In the dramstancas of((0above,any controversyor claim arising out of or relating to this AgreomenL or the breach hereof,or to the Products or the Services provided pursuant hereto,shag be definitively sotted by arbitration,to the exclusion of
courts of law,administered by the Amorian Arbitration Association(AAA')In acoordanco wish its Construction IndusbyArbkrotion Rules In force at Ne time this Agroament b aignod and b which the parties declare they will adhere(the'AAA Rules.),and
judgment on No award ronderod by the arbitrator(s)maybe entered In any court having jurisdiction over the party against whom enforcement Is sought or having jurbdbtion over any of such part's assets.The arbitration shall be conducted In Atlanta,Googh by
panel of Wee members,one of whom wB be appointed by each of Buyer and Seger and the third of wham wig bo Ne chairman of the parol and will be appointed by mutual ograoment of the two party appointed arbitrators.All arbkroton must bo persona who
aro not employees.agents,orfonnerempioyees or agents of Other party.In tilt,event of foto(°of the two party appointed arbitrators to agree within 45 days after submbslen of the dispute to orbhatbn upon the appointment ofihe third arbitrator,the third
arbitrator w0 ba appointed by the AAA In acmrdanco wish the AAA Rules.In the event Not other of Buyor or Seiler fast,appoint an arbitrator within 30 days after submission of the dispute to arbitration,such arbitrator,as wag as Na third arbitrator,will bo
appointed by the AAA In accordance wth the AAA Rules.lig In the circumstances of Nig above,any controversy or claim arising out of or relating to thio Agreement orihe breach hereof.orb the Products of Ne Sonacos provldod pursuant hereto,shag Do
dognttvey m(od under the auspices of the Canadian Commercial Arbkretion Centre rCCAC1,by moans of arbitration and la the exclusion of courts of law,In accordance wets Its General Commercial Arbitration Rules In farce at the time the Agreement Is
signed and to winch the parties declare they will adhere(the'CCAC Rules'),and judgment on the award rendered by Ne ardtrator(s)maybe entered In any court having jurisdiction over the port'against whom enforcement is sought or havingjurisdiction over
any of such palls assets.The arbkmEon shag be conducted in Saint John,Now Brunswick by panel of three arbitrators,ono of whom vdil be appointed by each of Buyer and Senor and Ne NW of whom will be the Wkman of Ne arbital tribunal and w10 to
appointed by mutual agroamont of the two party-appointed arbkrabrs.Al arbitrators must be persons who are not empbyeea,agents,or former empbyeoa or agent of either party.In the event of failure of the two partyeppointod arbitration to agree within 45
days after submbsbn of the dispute to srbkatbn upon the appointment of Ne third arbitrator,the third arbitrator will Jo appointed by No CCAC In accordance wth the CCAC Rubs.In No event Nat elder of Buyer or Sonar lath to appoint an arbitratorwthln 00
days ater submission of the di pate to arbtratbn,such arb'drebr,as weft as rte third arbitrator,will be appointed by the CCAC In accordance wth the CCAC Rales.
(h)In the event this Agreomont pertains to the aloof any goods outside the United State,or Canada,the aortae agree that the United Nation Convention for the International Sale of Goods shall not appy to thio Agroament.
(I)The pelves hereto have required that this Agreement Jo drawn up In English.Los patios aux prgsontes ant alga qua la pryaonto mnvontlon sot rddigde en angle's.
Please do not hesitate to contact us if you require further information.
•
Yours sincerely
Andrilz Separation Inc.
This document is issued electronically and valid without signature.
Page 6 of 6
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