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Home My WebLink About2021-175 PO 20210296- Andritz Separation Inc • � • ; Purchase • Order Fiscal Year 2021 Page: 1 of, 1 p�� I 111„ 21 1 I�`Il F B City of Ashland = _ -- ATTN:Accounts Payable • Purchase L 20 E.Main Order# 20210296 Ashland,OR 97520 T Phone:541/552-2010 O Email: payable@ashland.or.us EANDRITZ SEPARATION INC H C/0 Wastwater Treatment Plant N DEPT 0312 j1195 Oak Street D PO BOX 120312 P Ashland, OR 97520 O T DALLAS,TX 75312-0312 Phone:11552 8-5348 Fax:541552-2364 z_l- t = r il7f r l __ __ — = 1 Ilt f_f o-z-tt-Ia I IL - (817)465-5611 David Gies _ _�,I I f e 1 I I_=_1 It _f _ _- 03/08/2021 718 FOB ASHLAND OR/NET30 I City Accounts Payable [[Sl0 1 - - _ 5!aI-Y jel4,1 t, 1-`,7121 1=-77-='-='---- t 11 WWTP*2 Centrifuge 1 Field service for#2 centrifuge at WWTP 1.0 $10,319.00 $10,319.00 Contract for Repairs to WWTP Centrifuge Completion date: June 30,2021 Project Account: ***************GL SUMMARY*************** 086100-604100 $10,319.00 • • • • /A10°F By: .4 Date V3 / di or' ed Signature '`10 319.00 , P 9/ itivp //17 .ilA - FORivi#3 --ializ.e / CITY OF ,of �,, -7 7 ASHLAND QEQ�OSO OON Dale of request: /a/crro?V Required date for der /� t� A� Vendor Name f9aq�/'f �9Aa-�Yod✓ r�j }/ Y at, Address,City,State,Zip "/, • pt.-,_ , Contact Name&Telephone Number / �" f Email address • B,e i� / SOURCING MET1lO1� 47� , ,--- ' "A4 '7 ❑ Exempt from Competitive Bidding ❑ Emergency tz-• ❑ Reason for exemption: CIJnvitation to Bid 0 Form 1113,Written lindl gs and Authdrifhltdh & CI 2.50 Date approved by Council: ❑ Written quote or proposal attached ��ffff////// El Written quote or proposal attached _._..(Attach copy of council communication) (If council approval required,attach coijt'CC (1, 0 Small Procurement ❑ Request for Proposal Cooperative Procurement _ , Not exceeding$5,000 Date approved by Council: 1=ISlate of Oregon `zi ( /Q • 0Direct Award (Attach copy of council communication) Contractll t'd A Elit,VerbailWritten bid ❑ s)or proposal(s) 0 Request for Qualifications(Public Works) Stateol>,Washinglon [ Dale approved by Council: Contract ll (Attach copy of council communication) 0 Other government'agency contract V Jntermediete Procurement Sole Source Agency GOODS&SERVICES Applicable Form(115,6,7 or 8) Contract 11 Greater than$5,000 and less than$100,000 Written quote or proposal attached Intergovernmental Agreement � A ❑ (3)Witten bids&solicitation attached Form 114,Personal Services$6K to$751< Agency , 11f/j/ PERSONAL SERVICES 0 Special Procurement 0 Annual cost to City does not exceed$25,00 . Greater than$5.000 and less than$75,000 0 Form 119,Request for Approval Agreement approved by Legal and approvedlsig d by ❑ Less than$35,000,by direct appointment ❑ Written quote orproposal attached City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached Dale approved by Council: 0 Annual cost to City exceeds$25,000,Council ❑ Form 114,Personal Services$5l<to$75K Valid unlit: (Date) approval required.(Attach copy of council communication) Description of SERVICES 'Dotal Cost fide/ ,$' °ewe At _a ,.ern /(.7.60 e- f oD /O, 3/9 Item# quantity Unit Descviption of MATERIALS Unit Price Total Cost • pyi Per attached quotelproposal �j /y •TOTIU.COST�j ,S1gt30.11iir- rr ___ Auonllrli'i+iUr•!r11:;'iD0_e/t90 •�0�1�!/ $i�/ 7/7 00 • itui:outl tlurifoo _ _ „ _ _ Aonuur I\'.'.rahar • 'Expenditure must be charged to the appropriate account numbers forlhe financials to accurately reflect the actual expenditures ! lii)1r t::ot iii oolkbornitim vilii)eepertolon'io n,l.zprovw all hirchvere c:ir r , pitiVlif:CPP: _ II Diiecieu• Dale Siippoii 4'eef!!o By signing this tequlsillan form�I cerllfy tl t the City's public contracting requirements have been satisfied. Employee: �G%�lGt` Department Head:' '(Op, Zj24t1 WI o ergreaterthan$5,000) • Department ManagerlSupervisor: City Adm llstr tor: � 'Equal dor (eaterthan$25,000) ':,'. j/riilli'rdi:'•'Y 11i'r i''di1•)1::�. r.iF!:: 1!!r) �-• , e%' % ` �! r Oapuil f'1nr;riuu)lirOutnr-(ECiiairoorg!`t- ay 11, i i.0;) Deco Conrrrwwili e• • Foran 113-RequislUon • ' o FORM#5 CITY of ASHLAND SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: Scott Fleury, Public Works Director From: David Gies, Wastewater& Water Reuse Supervisor Date: 12-15-20 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F),the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $10,319.00 Project name: Centrifuge Repair Description of goods and services: Field service to repair#2,centrifuge. Background: The City of Ashland WWTP utilizes Andritz Separation centrifuges.Number two centrifuge is experiencing excessive vibration. Andritz has-Co make a field service visit to put the centrifuge together and get it operating correctly. • / Form#5-Sole Source—Goods and Services—Less than$100,000,Page 1 of 2,12/15/2020 Findings: - [The findings below must include factual information supporting the determination]. Market Research Overall finding: [In accordance with ORS 279B.075, these are the examples of findings that should be addressed. Select at least one of the findings and prepare the determination as it specifically relates to the goods or services being procured. More than one finding can be addressed. The findings are as follows.] • Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. The City of Ashland utilizes Andritz Separation Centrifuges. These'centrifuges can only be worked on by Andritz Separation service personnel because of the specialty of the equipment. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. N/A Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project.N/A Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. These centrages are precision pieces of equipment. They operate in excess of 3,000 rpm's. It is very important that they are precisely balanced or they could cause severe injury and damage should they come apart during operation. • Form#5-Sole Source—Goods and Services—Less than$100,000,Page 2 of 2,12115/2020 City of Ashland Contract for Repairs to VVVVTP Centrifuge CONTRACTOR: Andritz Separation Inc. CONTACT: Charles Baines CITY OF -AS H LA N D ADDRESS: P.O. Box 120312 20 East Main Street. Dallas, TX 75312-0312 Ashland, Oregon 97520 Telephone: 541/488-5587 • TELEPHONE: 903-856-0445 Fax: 541/488-6006 FAX: 817-468-3961 • EMAIL: Charles.Baines@andritz.com EFFECTIVE DATE: December 15, 2020 COMPLETION DATE: June 30, 2021 COMPENSATION: As set forth in Exhibit C, which is attached hereto and incorporated by this reference. Compensation paid to Contractor by the City shall not exceed $10,319.37 (ten thousand three hundred nineteen U.S. dollars and thirty-seven cents). GOODS AND SERVICES TO BE PROVIDED: Repairs to Centrifuge#2 at VW TP as set forth in Exhibit C. NOW THEREFORE, pursuant to AMC 2.5,0.090 and in consideration of the mutual covenants contained herein,the CITY OF ASHLAND, AN OREGON MUNICIPAL CORPORATION (hereinafter "City") and ANDRITZ SEPARATION, INC. (hereinafter"Contractor") agree as follows: 1. All Costs by Contractor: Contractor shall provide all goods as specified herein and shall, at its own risk and expense, perform any and all work described herein and, unless otherwise specified,furnish all labor, equipment, and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and workman-like manner. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications set forth in this contract, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the Completion Date set forth above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses,the sum specified above. Payments shall be made within 30 days of the date Contractor's invoice is received by the City. Should the contract be prematurely terminated, payments will be made for work completed and accepted to the date'of termination. 5. Ownership of Documents: Contractor maintains all of its proprietary rights related to its products and manufacturing processes, including all product components and preexisting product designs. Contractor hereby grants City a perpetual, non-exclusive, non-transferable, fully paid-up, royalty-free, license to use Contractor's confidential and intellectual properly in connection with the City-owned portion of the Goods and/or Services for its specified purpose at the City facility for which such Goods and/or Services were originally purchased under this Agreement. City owns all tangible and Intellectual property rights in any goods, equipment(including the Equipment), apparatus, documents, drawings, computer software and artwork which City provides to Contractor. 6. Statutory Requirements: ORS 2796.220, 2796.225, 279B.230, 279B.235, ORS Chapter 244 and ORS,670.600 are made part of this contract. 7. Living Wage Requirements: If Contractor is providing services under this contract and the amount of this contract is$22,002.43 or more, Contractor 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 contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend and indemnify City, its officers, employees, and agents from and against any third-party claim for bodily injury or damage to tangible property("Loss") arising in connection with the Products or the Services provided by Contractor hereunder, but only to the extent such Loss has been caused by the negligence,willful misconduct or other legal fault("Fault")of Contractor. City shall promptly tender the defense of any such third-party claim to Contractor. Contractor shall be entitled to control the defense and resolution of such claim, provided that City shall be entitled to be represented in the matter by counsel of its choosing at City's sole expense. Where such Loss results from the Fault of both Contractor and City or a third party, then Contractor's defense and Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 1 of 7 indemnity obligation shall be limited to the proportion of the Loss that Contractor's Fault bears to the total Fault. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, 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 contract or are no longer eligible for the funding proposed for payments authorized by this contract; or d. For Default or Breach. i. Either City or Contractor maylerminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not , entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract-may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Contractor's performance of each and every obligation and duty under this contract. In the event of an unexcused late delivery and after one week grace period, the Contractor shall pay to the City 1% of the contract price as liquidated damages, and not as a penalty,for each full week late.The City agrees that any such liquidated damage paid by Contractor shall be City's sole remedy in the event of late delivery. In no event shall the liquidated damage total assessment exceed 5% of the contract price. Contractor shall not be liable for any loss or delay due to force majeure, acts of the City, or other causes beyond the reasonable control of Contractor. In the event of any such delay in performance due to such causes, the date of delivery or performance shall be deferred for a period equal to the time lost by the reason of the delay. Upon exceeding liquidated damages cap, City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition tb any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, cord of this section, Contractor shall immediately cease all activities under , this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information,works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority,women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Assignment and Subcontracts: Contractor shall not assign this contract 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. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 13. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extenteconomically feasible in the performance of the contract work set forth in this document. 14: Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of any covenant,warranty, certification, or obligation it owes under this Contract; institutes an action for relief in 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 Contract; or Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 2 of 7 attempts to assign rights in, or delegate duties under,the Contract. 15. Insurance. Contractor shall, at its own expense, provide the following insurance: a. Worker's Compensation in compliance with the insurance laws of the jurisdiction where the work is to be performed. b. General Liability insurance with a combined single limit, or the equivalent of$2,0.0..0,000. (two million dollars)for each occurrence for Bodily Injury and Property Damage. c. Automobile Liability insurance with a combined single limit, or the equivalent, 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 change, reduction of limits or intent not to renew the insurance coverage(s)without 30 days'written notice from the Contractor or its insurer(s)to the City. e. Additional Insured/Certificates of Insurance. Contractor 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 Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non- contributory.The certificate will specify all of the parties who are Additional Insureds. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. 16. Governing Law;Jurisdiction;Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon)and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 17. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS,AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT,AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 18. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this contract. In _the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor,with no further liability to Contractor. 19. Prior Approval Required Provision.Approval by the City of Ashland Council or the Public Contracting Officer is required before any work may begin under this contract. 20. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by this reference. - 21. Contractor's Compliance with Oregon tax laws: Contractor represents and warrants to the City that: A. Contractor shall, throughout the term of this Contract, 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; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Contractor; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. • B. Contractor, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Contract, has faithfully complied with: Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs _ Page 3 of 7 - (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 Contractor; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. C. Contractor's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Contract. Further, any violation of Contractor's warranty, as set forth in this Article 22, shall constitute a material breach of this Contract. Any material breach of this Contract shall entitle the City to terminate this Contract and to seek damages and any other relief available under this Agreement, at law, or in equity. D. Any Goods delivered to the City under this Contract shall be provided to the City free and clear of any and all restrictions on or conditions of its use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind. 22.Warranty: (a) Products Warranty. (i) New Equipment Warranty. In the case of the purchase of new equipment the Contractor warrants to the City that the new equipment manufactured by it will be delivered free from defects in material and workmanship. This warranty shall commence upon delivery of the new equipment to the City and shall expire on the earlier to occur of 12 months from initial operation of the new equipment and 18 months from delivery thereof (the "Warranty Period"). (ii) Parts and Used or Reconditioned.Machinery or Equipment Warranty. In the case of parts or used or reconditioned machinery or equipment, and unless otherwise indicated, Contractor warrants to the City that the parts or the used or reconditioned machinery or 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 or reconditioned machinery or equipment to the buyer and shall expire 6 months from delivery thereof (the "Warranty Period"). (iii) If during the Warranty Period the City discovers a defect in material or workmanship of a Product and gives Contractor written notice thereof within 10 days of such discovery, Contractor will, at its option, either deliver to the City, on 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 part furnished pursuant to this warranty are warranted against defects in material and workmanship for one period of 12 months for 22(a)(i)or 6 months for 22(a)(ii)from completion of such repair or replacement, with no further extension. Contractor will have no warranty obligations for the Products under this Paragraph 22(a): (i) if the Products have not been stored, installed, operated and maintained in accordance with generally approved industry practice and with Contractor's specific written instructions; (ii) if the Products are used in connection with any mixture or substance or operating condition other than that for which they were designed; (iii) if the City fails to give Contractor such written 10 day notice; (iv) if the Products are repaired by-someone other than Contractor or have been intentionally or accidentally damaged; (v) for-corrosion, erosion, ordinary wear and tear or in respect of any parts which by their nature are exposed to severe wear and tear or are considered expendable; or(vi)for expenses incurred for work in connection with the removal of the defective articles and reinstallation following repair or replacement. (b) Services Warranty. Contractor warrants to the City that the Services performed will be free 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 Contractor be promptly notified in writing thereof, Contractor as its sole obligation for breach of this warranty will correct the failure by re-performing any defective portion of the Services furnished. Contractor 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 Contractor shall not be liable for any-loss of use or any production losses whatsoever. (c) Contractor further warrants to the City that at delivery, the Products manufactured by it will be free of any liens or encumbrances. If there are any such liens or encumbrances, Contractor will cause them to be discharged promptly after notification from the City of their existence. (d) THE EXPRESS WARRANTIES CONTRACTOR MAKES IN THIS PARAGRAPH 22 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. (e) The remedies provided in Paragraphs 22(a), 22(b) and 22(c) are the City's exclusive remedy for breach of warranty. Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 4 of 7 23. Limitation of Liability: Notwithstanding any other provision in this Agreement, the following limitations'of liability shall apply: 1. In no event, whether based on contract, tort (including negligence), strict liability or otherwise, shall Contractor, its officers, directors, employees, subcontractors, suppliers or affiliated companies be liable to the City or any third party for loss of profits, revenue or business opportunity, loss by reason of shutdown of facilities or inability to operate any facility at full capacity, or cost of obtaining other means for performing the functions performed by the Products, loss 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, 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 breach hereof. 2. Except for Contractor's indemnification of third-party claims for bodily injury or damage to tangible property arising out of Contractor's negligence, the aggregate liability of Contractor, 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 Products, Services or this Agreement or from the performance or breach hereof, together with the cost of performing make good obligations to pass performance tests, if applicable, shall in no event exceed $50,000.00. 3. The limitations and exclusions of liability•set forth in this Section 23 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 provided in this Agreement are the City's exclusive remedies. 4. All liability of Contractor, its officers, directors, employees, subcontractors, suppliers or affiliated companies, resulting from, arising out of or connected with the Products, Services or this Agreement or from the performance or breach hereof shall terminate on the third anniversary of the date of this Agreement. CONTRAC OR: CITY OF ASHLAND: By / By Signature pWILK_ w D SC- DL Robert King g -4u1? Printed Name Printed Name VP Operations 2 Z 1o21 Title Date 01/04/2021 Date A,/D G71� Purchase Order No. �/ ( '— / W-9 One copy of a W-9 is to be submitted with the signed contract. Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 5 of 7 • • EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, 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) Contractor 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. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor 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 contract documents, it is authorized to do business in Oregon, it is authorized to act on behalf of the City, and Contractor has checked four or more of the following criteria that apply to its business. X (1) I carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. X (2) Commercial advertising or business cards or a trade association membership are purchased for the business. X (3) Telephone listing is used for the business separate from the personal residence listing. X .(4) Labor or services are performed only pursuant to written contracts. X (5) Labor or services are performed for two or more different persons within a period of one year. (6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. ANDRITZ Separation Inc. 2/02/2021 Contractor (Date) • Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 6 of 7 CITY OF ASHLAND , OREGON EXHIBIT B City, of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin. wa.e. $15.74 per hour effective June 30, 2020 (Increases annually every June 30 by the • Consumer Price Index) • 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:"Employee"does not employer and the City of $22,002.43. include temporary or part-time Ashland if the contract employees hired for less than exceeds$22,002.43 or'more. > If their employer is the City of 1040 hours in any twelve- Ashland including the Parks - month period. For more > For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50%or more of the > -In calculating the living wage, Municipal Code Section - employee's time in that month employers may add the value 3.12.020. 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, OR 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 Contract between the City of Ashland and Andritz Separation Inc.for Centrifuge Repairs - Page 7 of 7 Exhibit C QUOTATION Customer.127936 Supplier: Andritz Separation Inc. City of Ashland City Hall Contact: Sarah Toppins 20 E. Main St. Phone: +18174191747 Ashland OR 97520 Fax: +18174191947 E-mail: Sarah.Toppins@andritz.com Contact: Fax: Date: 12/09/2020 • Copy to: Your inquiry: Email Sales Responsible: BAINES,CHARLES Our quote no: 20745540 Ladies and Gentlemen, We thank you for your inquiry and are pleased to quote as follows: 1. Scope.of supply For 400280285 D-Type Decanter Model: Decanter D5L12` Serial number:0234 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#. Item Product ID No. SMI* Quantity Unit Unit Price Amount 10 SOCKET HEAD CAP SCREW 131045033 6 PC 0.60 3.60 20 RETAINING RING 131071335 • 1 PC 50.17 50.17 30 ANGLE RING 131242737 1 PC 318.06 318.06 40 RETAINING RING 100022291 1 PC 22.50 22.50 50 CYL.ROLLER BEARING 131045885 1 PC 400.00 400.00 60 0-RING 131320448 1 PC 2.13 2.13 70 SEALING 131882459 7 M 33.12 231.84 -SILICON FOAM 20 X 10 MM-SILICON CM61 PR25-25 SHORES Page 1 of 6 ANDRITZ Separation Inc. Remit to: Wire Instructions: • 1010 Commercie Blvd.South ANDRITZ Separa8on Ino. Nordea Bank P,rp Arlington,DC 76001 USA Dept 0312 New York Branch P.O.Box 120312 SWIFT:NDEAUS3N Tel:+1(817)4655611 Dallas,TX 75312.0312 Account 8879433001 Fax:+1(817)468-3961 Federal Tax ID Number_59-3773483 ABA:026010786 • • Our quote no: 20745540 • Item Product ID No. SIW* Quantity Unit Unit Price Amount SILICONE FOAM AMC 6012 Oa 00 000 80 SOCKET HEAD CAP SCREW 131126166 12 PC 2.00 24.00 90 RETAINING RING 1'00022224 1 PC 9.50 9.50 100 CYL.ROLLER BEARING 131045830 1 PC 590.00 590.00 110 PLUG . 131130061 2 PC 3.00 6.00 120 GREASE NIPPLE 131130248 1 PC 5.87 5.87 130 SEALING RING 131073758 2 PC 1.06 2.12 140 SEALING RING 131246697 2 PC 13.68 27.36 150 SEALING RING 131042357 3 PC 2.00 6.00 160 GREASE 131411050 3 PC 258.74 - 776.22 170 GREASE 131411052 6 PC 23.93 143.58 180 GREASE 133266156 1 DR 280.42 280.42 190 FIELD SERVICE 100031977 1 EA 7,420.00 7,420.00 ANDRITZ Job#1195 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: 16 Travel Flours @,$120/hr.=$1,920.00 20 Service Hours @$175/hr.=$3,500.00 Expenses=$2,000.00 Please see attached rate sheet. Freight is not included in this price. • Explanation of Services • Change high speed bearings and inspect stack up.Sweep both ends for alignment check and 3K PM. j Customer Responsibilities Customer to have overhead lifting capabilities and special tools sold with machine available Page 2 of 6 ANORITZ Separation Inc Remit to: Wire instructions:' 1010 Commertlal Blvd.South ANDtz17Z Separation Inc. Nardea Bank Abp Arlington,TX 70001 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)4683961 Federal Tax ID Number:59-3773483 ABA:026010786 • • /�� rF lir')► J Our quote no: 20745540 • Item Product ID No. SW* Quantity Unit Unit Price Amount for use.Please have machine cleared and prepared for service. Total Amount USD 10,319.37 S=Spare Parts,W=Wear Parts Technical contact: Ray Potter/Phone:+13047572678/Ray.Potter@andritz.com • Terms and Conditions • • 2. Delivery Time: - after receipt of order and any clarifications. • 3. Terms of delivery: Our terms of delivery are FOB Free on board our Dock,according to INCOTERMS 2020. 4. Terms of Payment: i Within 30 days Due net (1%default interest per month for delayed payment). 5.. Validity of quotation: This quotation is valid to 01/31/2021. Other Terms: . 6. TERMS APPLICABLE Thb goNGon ar nrncentedparronl mid 9aQofs solo of Penh=and tot prnl9nn d Genie.deeotdkt Buren perdu=a/noel:wed lnvtwh cab,pint In=pmgab Ulttteoetton nein response Io+.Nch Des acbivMedgemnRb leanedoro expressly IMped Mud expressly roodoconelnoted on.&rym5erxeplanoa of ace Teem and Co dhhp etSalo and/or Sato,Band balm%Itch mo the oxnwsbm Morro and mdnbna upon oNce AndrItSepanmbn ec.or text appCcl r*Md,KmtiysrppMnn Uro wee r5448(),..111 accept npud se Wexler tho sate oftem wandandto-Whittled eoded.equtp,ent.parts andrortapwNonof senetces(Prod,ris"and'Satiate".TheswTarroand Condi'gns olSaleandfowService control,supersede and Mellen any end all caner oda/gone]and/or different lame and mothers,deuym,end Sonet hereby oejee band mJeHf alavehtttmo and anditone Greyer,Trued bower roWendon.except to the edea Sellot cenowhy ogees to aebconettlonmM wNFg.Sadeh cener,e...r m nl at eadt under do PuNem Odet or Burns acceptance ordelireey act payment tor any PmdeeS et&nixes,pealed by this Agree mml M whelp a N pen,seen to damned Serie aemarnad to the fanonwbg.The lamina AgteemerTmeSee hetdn mearn Ode guoMtex,orehluG uagmntor Buren pommel Welt topedprt a t am(abetment emote.arndaamenls eagestyMovpogkd by Wore=lbulmaldaap any egret teems end(Aedibn attached thereat m lame:wake thereto by reference),uM taeceTem ad Co/diieed Sale anWrSecice. 7. DELIVERY OR PERFORMANCE Denney orpedmmarra enlesuetPod(nth whet.ems do not...en them:metedthe essence:Boyars tame toprmQ%make advance enemy orperfe'manm InstellWbnotey PraduCahaprWOs Wets nespmmD6yunteaxpeoTeany provided foe n UnikeeemenL Upon and anti.dapvary,TEA dims or damage tothe Prouctssba5 beeuyn6 DeGraryofthe podunsixehomtel*Moo made on the tones,e,dto trythepatties asset total n desApreenent.nrmdUple INCOTERMS 2010. 8. WARRANTY (a)ProdwiWononiy. In New equtpmenlWeeny.In Ueco daepordlase dneo quipmonc the Sdereananmmtuyar onee equipment mxmdadmedbrawnbedelivered fire nem defects"material and.efimn•ldp.Tlismmn=yshel mmmence upon naivety of to now equipment to Buyer and shell mite on the=Tetteocarolt2 mdeUSfrom lm4'elopes50,05M terteW0antand elOnthSfromdoieowUereaflch,'WenantyPnlod'). (i)Parts and Wad nrRecddeannd Wet/nen, EgolpmamWaeo*Y.Npe=sedpptnor used exremnd0ionadmedtioerywoiupeeandwnls;sofienaeindxhled,Selenwnmis MVPsgni ha PIS 0,Peueed vrecwd odnodiieryv Page 3 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 Dates,TX 75312-0312 Account 8879433001 Fax:+1(817)468-3961 Federal Tax ID Number 59-3773483 ABA:026010786 Our quote no: 20745540 ' o qulpment manufadaddbyRail be ddhpredfree tarn&foals h maleaelandemnmmnsbR1116waRanydut8comnenwupon delay of UO pads.mo used Dracaena/mad Machhary oroqulpmrnt to Ile buyer end.hal alpha 6 months from delivery thereof(the 1NanemyPemd'I. 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(0)The remedies prodded In Paragraphs 3(e),3(b)and 3(c)oro Buyehomlu O remedy for broach ofwarady. R)Will respect to any Product orpadmaaofotmanufactured by Gaper,Soler siva pars an m Buyer only Ootowaeoaes made toSaner by the naue0duretofsuch Produelerport which firemen!.of being W passed on 9. LIMITATION OF LIABILITY No6Waanrdugany ether pmevlmnmtits Agreement.the TdwMOImimgons oflabial Moe 0Pay: (0) In no Mal whotOrb0sod rim=v..torl(mdudngrcD'garm).sufni06Zy v ,06a'om,esal0oax d00060.omp'oyao;dmorsndao,eupp!00 orMaRawd=Maksb.Stabfabaaolworm reveruovbalism oppeduridxlossbr reason 01010 vmafrad0la orLWO r°opeate ma/tr=ey m fdl=PadMweed el obHng Weer dna Kvaafmdm9 me rooms.PerEYmad bylhe Pmduda,bi^.tel/emacadRN.daamafanlamma,codamonar.1o.of uspmsapaw.m woe ,_m Walther ornot!Dra eable.or formylnAntl,spinal.traded/4orc oseque ed damages stag nano=Wgham.ddneg auto(.rmmacadwith Ore PmodOds.Unice.arab Alryanent.hom meperforumrrx.troch Mrtet WI The aggregate goofy of saga.Its doom,Meow.ampl1ees.susmntr6aas.sap5ierSpralarmed compels;feral ants deny Mildbrare Lha.derma..erpmao roalba Gom,oreang naiad orcannWodw7mrhe Rectum.Senro0. ode Agreement or horn ve pawnor-400r brach MMasalogommwm enposl of puke:ringnai0O1od obfgadanatn Pam 00NamandomsTJropp0eabb,amg in no wont=wort tho orroMnctFrios• (e) The limitations end mdudon of fondly of form is Ilia Paragraph 4 shall take pro elan arorxry oder Povhfan of rob Agreement and mea r>✓Wi'whMeror Ole mmlmnabeyb basedw=WO.wortanry,tat(Indudmg nagtgano).sod MOW.inderroft.aewmdae.ThAfaredtea Madded In INsAOE0menlas Burrsadosive mer°Sea (d) Ai wartyof Sago,Its micaW . ades,mo rgioyees.s,Ona.bts.suppliers ow:Crated=marshes,rowan°from.mislng ou01.sminwbd Wm 1M Pnedu>+.Swa.atria Agreement or horn Ow merman.abeffihlnRof stattaminam • the Chid annk.sary 0f thO date of cis AOmomad. (el In no event sha1SaM.bo Arae tor any loss a damage 0 0 v.er0omgha.Its totwo to&cow orropWlatent deradawadeds Inherent Nero designer gouda serdod(056060 mdiammry ornpelrbomm0Qyd1060rebte bytes*.mrprasay epecTdhOeslow ofworbudar Mrs Agreement).mussed byMeuse df9•ndoblrmetiuyea°grandthe whim of Sabah IIWar Enriches Buyer wie edam aamstsbnm mnradng myproducts aBrehm:Wlbrel Inquired pursuanlb EarsAgraom00l O ro fur40hil0 of rude 006500oressifa000ONoat mbjnSpler Many'006yarhpmerIn contract.Ind/sway wamnly.bA(indud6O meager.).ardol hohay or othamio. 10. CHANGES,DELETIONS AND EXTRA WORK Sete.ABnmmakamm41a1.e0Pedudaunloso2uyma0Sehrtomo moaned aw•dtleCanape Order ra such amp. Buyer.WM.!000010051156 Ageemahl may mpkechan9m byamnkg.addmgbardedudn9fro.the 0onamsWa of the Serviceslywnnen Chao ONE.Any such gone bdode anappropriate adpubanlm the=Inlet pikrm,d&Pray schmdue.Otho dungeenpaae Satiate Malty to sadist/Mod Its obligator's to fgo,lhoChmgs OrdorweMbda oppspmmmomfralwsm;Ka agreement spm mane anomie.change One,octowigthe contract prIto,&hayschedule anN.any OSeclsdoblgatimn"Moduli aha me data dlhbAgron.:alaOrange In app.ama law stould ngetro°change In rho Pndo:IsorS0Mosaln the wont toll.a10M Mal an 0010006 a on of Buyer.oro yaaraw0wln Buy.-nodded mfarmmbgdrown Om Senoraperfa0.eo hcteader., 11 . TAXES • sclera pdcosdoatinmdoarynales,eta etmOaotherbnm.maddlunmthepd.epediediwm&n,mB amoumylolayprasal erasmeaatea,mad.001 c,oinarlateppfimbemmosalo.um.Ihelar.dumaseraos And bo bond bamtwldby Guyer unless Buyer amid..m Sella a lore anpllon certificate ymNo m the reimawm tmdg mtiwar a. 12. SECURITY INTEREST &Wombat minis a PRdos0 tram Camay600000lad Buyer hereby grants Seller 0Sao upon and Smudge Dearest Fn Oe Pradomoldl W payment.'nada hero beennade bfug.EyeredooMadgee matSpga may Bo arson&°statemema compomble dammentm memdred by opp[nhe Ido era may taking other ocean Ildemnsasso way wmsssryb petaled=dotdn soar seamymmed h5eiwrand to Meta.Sake.lemma in me Foaled.. 13. sET OFF Rarer Byer n.ay of l9 a1Nales alai hove erg Mato setoff clans against Seller or wry obedews forammh0E00d under tauAgeomardwarheads. 14. PATENTS Unless o Produmnr0ny pert Macadam designed 1Byoes;paa:mien.and provided Oro Product.any part memufLs not used In any mann.uer ten asspedged or approved by Seller In uroirng.(I)Seller chug defend against dernslnadoh owner proc.eag brought agaialByer by o unaflmted third perry that wry Produclmfrinpaadevice dorm do United Sbbsar Omar.want Ensued as al Ma affective detecttis Agreement end palm%Wehdd atlas apedfia Products padded ulama Agreement pla1dedSenor/smelted promptly In whin and given thw nwewaryaumaoy.lnbammian endessWa0m forma Odense or sucadar nC 66 Soder y0O saasfy00Y)ugment(0000 000PAmb)fardam0aahbodawmsleuyeromdl daarn.. long Bauch damages are rotmmLurablo to wilful=Mud or sendidnedligatmnconduct and(1gdsuai)rdgmentali is ByartmmMing any Produddre Waseca,than Solis.%aft aptah eto)ebmm farBay.me KPAmoomkmoodngsudh P.m.' .pdrt(b)oruninft the taignendby fcWadngormaddiwg e9.pan ofthePmtluctgor(c)tam badssuNProductor pan and refund Macy.a/p00menban the purchase arta Mat Solos hoe rarefiedfor such Product or parr.The 1Oogobg 0mlaSeler's erste foh6ry fed patent hEing0 man by ay Pmdud.pan Meucci. 15. SOFTWARE LICENSE,WARRANTY,FEES The foOmain5 Software TemesardCWmbun00ppyla any embedded aa0pmotdypatlwiodambam pmduxd b110000rd rurnubad br s16.M00 0t (al W.are,Oar.la00yer•nasmainWo,nao-ba7amda na.aa{m®aie Immo to rhe 5010 r0.=lag orgy In comedian CAI Configuration of Om Pmducb me apeman swtem for Which the Samrmu b oNacdlazamd..end for umauks.purpose maw b the medal SBOWWorOM9 do0u erdaGon.Oyer ega06' etld payweImamy.mom 000oa.decamped a roµ0dam 070 Sofas.asnpt Bye.may wan a single copyiQ becalm ormchhalpurposes in®cdaxsweir the rotated Setter wavering dowmanbtlo(Mo'Capp1.2* .5 160020 IeSortaara and 5000apyorsuch Samwue 0110!terminate apo any broach 0IntsA oanenh by Buyer.AA opS. 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(d) Bally(nfiNstoeNdaNs aro mod.agar=By.Mr4g at ofeurto use of rho smewro m a manner spedfiedby Sege,Setiersha:(g dobrdogaiwtany Pain InosudlorpXeming brought by on untreated mad prury05umstlyerKWWMa Somva.•O vbfmaa regIstemd0Opynbhtorao0demUAyp1Omaeto WhA Setter was 0parry.prodded vol Soler!swaged promptly in wnin5and giverthenecassa.y0Uwdy,Wormaon a00mtOIaaa for the Manse OW serfa meat orsotdaa,. gechides M000k 9u0aly readers ousel and remove to S0Mam or smpaeonedbWgeg nage);(61 SelerdrapmiwfyA final Moment(mbrag appals)for damages antetoe 00.1 Buyer for such clans.oolong mowers lenges am not aadbubarm To.agrul ond.l.aooaordfniggsg m14ucannd(ABarblud4men0 otAmh,.alnStM saguaro.Seller may al es°atom(0)obein for Buyer the 0161K mmdm000 usbg such Software;(b)alimineierbobridnewnent 67 refrOcin2wKisdliWO 5oltwtre,.(o)bmb0ckmdhSawa.mid refund ra Euyernil Parma,onlM pudol0 PP.that 50500 Ms neahed. ;fox ver.3000(06V6v,an ad.Min Pangcghshah not appy to Ae0leoN eel the daM.Maw.001!Edgnadrelates 00 (1)Shut no, of:MSomvorea1etbeing nmiXad to OEWn1ue;(2)an-Seneriaiow00.products dale a pnomsam;(d)Buyas alteration of ma Software;(/)Bu.eefoorbedon dew Safo-/aro b or IW use for me bae0td.orty party;or IS)Buyers eamialo'not oKdmd®I Nlamim(al Owu2h Improper moan%(b)adenia00Ebfb0sgi+u°rise to duly la maintain its sea@ry 1RNIIo use:or(c)aom0tlwd pally gam mid to lM p0Ayas00N 0 ma dela m duty to mint*.Pro aunty or foil l Page 4 of 6 ANDRITZ Separation Inc. Remit to: Wire Instructions: 1010 Commercial Blvd.South ANDRITZ Separation Ino. • Norltea Bank Abp Arlington,TX 76001 USA Dch P.O.Box 2t 0312 SWIFT:NPew EAUS3N Tel:+1(817)465-5611 Dallas,TX 75312-0312 Account:8879433001 Fax:+1(817)468-3961 Federal Tax ID Number 59-3773483 ABA:026010786 • • R \i\c__11 1.1 Our quote no: 20745540 the use of OlemngdenFnl(nrormadoo.Buyerufmints=Soder far onycods ordamapts that result hauled=11e 6.In Edo?.&melon andel Salads avlttoponeo,wWrognd toayatlwl a pomeivod Fhtndomantclaim related to(ne Software, Salix nobe(I)proarrome Vitt.luno Ma&Roan,()memo ee Solemn(mob efaMians4 egmYtlanlaNar(3)=ay Oo Sall m e.Under()ori{osmates,Buyer sal eaadedclystop use of the alegedly IntingineSomraa. (a) lIi¢wartamyselfoMrnmbparapmph(e)above that antvs.*wllam(1)Na Sofxsrob poi tradllled try anyone Oilvestban Sella ortsagentaaulavlsd.bnROg:(2)Nora Lsnomam0.lmbta Pmdpcba wNClNa Softxoafs Instated tyanyone admit=Sorer orinagents udhahedin mem:(3)Me Erodutsambfadopeaatbgordered inslo3Odioaalaadaepaafnp envinament bY&IOW a BAd P3d)1(6)auynrpranp41n033o3Se3srbaafnavdtt3t U:o mind daoctetforth NmAparagraph(e)abeam;ofthe nonconformity.and(.)e9 feaafmthe Samar.duo lo$dbrhauban[may pad.SELLER HEREBYDISCtAAt4ALL 011 ER WARRANTEE,EXPRESS OR IMPLIED.VWRH REGARD TO THE SOFTWARE,INCLIAINGBUTNDT IIADTEOTO NAKED WARRAMSES OF MERCHANTABILITY.FITNESS FOR A PARTICIA 11 PURPOSE.COLREEOF DEALING AND USAGEOFTRAOE (n Buyers.d asauccauorsare baf.d thenornaellsebsollod In oda Pampmph, (g) ARysuOsoaammmdabea'do.or enhancements to On SIR mad. Sabot al SSafa op en,OaM,Yribnfea- 16. SITE RISKS (a) Concealed c 1'rn.T1e parka odmowredgo and agree Oat inoreaaed 000b aedwdub ubndwoaaol eyoaniaalad condign.at Nolo.site(h Ce m Endesaaaaat Sera...IMP baflarbermbsa for Increased costs and gnat any neuway v)udub adandeo dany anmatod oracadam anabno pro road. (o) Emaonmontd Romabdoa Buyer a omabdgaa Mot May It not an oven ba nveoaaablmadbgonand WWI notbodoadodby cans odor oroaaoisoto perform soy environmentalramdlalian a pedal as 5anita.bd0Gngbanat tattled toesaeabs end sad pand ravmt.Bary eovaonmenlol rem.dhdon becomes necessary.Buyer ail contact aro*Wh oPmfmod ttdd party toparba ouch mak 17 . TERMINATION (a)Byer .,relish disAgmamat won broach by Saga of a mataat oa6petionhereua oraml Sd odo fafma la alg orb nommena curd of.such broach cidina rollonaaa pia or deo(but notions than 3O days)foSao*a wean made°motto of Mesa.from Hayes. M (o)Buyer may nnyterminate this Agreement foreuyersansenknw upon written mace bSege(and upon payment InSesaof Wets termination&oases.whic1 shag besmelled!oft...down almMbaaaatamma olhaUdhhga ego..Wed and tarred)Incurred andcarananenbalroadytoMdd bySafes and a appmprbtepoft provided.malt noadontssa9 Goads termination doapess be loosen=25%Mho coRmatpace. (e)!env shad nava d odyhtbaapandants lamina.its abggoans under al AgreemntSpaymanf Isnot rxalvod(NN 30 days afduo data bit wont of thebantruptcyorW Yc yof Berarab tea wont ofany tanknaptcy or irraolveneypaaedea bagalby oragabel BIR,Saes shade aaeled b fine.any order wUbrhding alarrylma during No para clewed fallen dabs agoWtao estate oro stag receive re'vnbasarwd fads•ons-"--tlrmg.. 18. CONFIDENTIALITY ssayesedomadoddootbandea Womlamlbal5ogaommdoemeerbaoaeedon vat this Agruenont end Napafmana haled Includes Saab confidential and propderayhfaraaaa,boa of a teaudml and commercial nage.Buyer agrees not to dodosa such afmaaasb Odd paaacuieloel Soled.pdawddan meson&Sergeants to Buyer.non(exclusive,to)ony4reepap.lual woMmodammolcana nim 5^n..e m5eaaal that MOWN WWrada(1(alba papabcdtba Nada.. opera.,mant mco and apt&oars Products Umtata Umneb)eclloratonly.Buyer fasever grewmol ttard not bpamdaey Ih'dpndy!.anoys,moamaaaaproponfaof,moaam.Ia rams.o ginoaaa Pmiufa,fabdmaIle Produdsvay pats thereof from Sand.ao fngo or to use No drawings aUvaannaaadla Waa1Agmaaed.Burrml defend adIndemnity Sam lom aydaim.sod ddES1 'mod on personal ropy droolottag death)no;Ropey Omega rattledboyPtodud proud Moral which hbMiralad by a NMI pa/VW:b otSc enodannitan erased end Morn end mime rotated oma,dames anal ovens=podWOgananayS fano).Al copies afSOBefsconMadaland pmpdoteyidormelonahal.nanua)oTo property and(nay beredal odbySaleralayRoe inaoavanl Buyamatweeof(t obtgdbno under abParboaph. 19. END USER Beuyab not No end userd Ne Pnoduca odd ao mdbr(fa'Fad Usaf}aaeuyetrail ll bent aSorb bloat%Me End Um.11en Sant to be bad b Sala(by No pmv59a.alSL ifBuyordoaa not 00Sa reds End Went consent,Buyer snap defend end indemnify Saar and sews agads,(wpblmas,subcontractors and suppt.rs Imo cry acan,May,coot,loss,or expense f which Sella would not have Inman I Neorhorn Web Saler would have been idanlfed it Buyer had obtained such End Uses ander& 20. FORCE MAJEURE . (a) Pores urs Doraad.Faao purposes eels AproaanlTaos Majeure semen all events,waled ornolfaeseoabla.bepnd aamasaabla mhdaf&norpaymhicl affect the peefomanaolthis Apreemenaauudna mahout roNlalon.aced God.ads or advtsabselgovamreeael aywsigaemvealadlodlics,bon amgaadors,strike..betas&or other lnoTJdd ddaaaKea,°beefpubfoenemy,ware,truumndiag ab,epidemic.,padadtl,m em.dialectic.*&ease orate.. ands to potato Coen,ikphmbn.^"'rhealbs mea.sena,sevens weather,goads,sabotage,dam In aranspanlionomjcblen ofmain hefts and aasfmga,lack doaTade shipping by land,sea oar,tack creak%Plebs,abadng awsbadhg taedla..Iabdry batten has or materials from ma/sown.sabusaaddwdglovah0aUvsohdaupp0aoaanba0opbaa.limits end combato. (b) &Tearbn antes/can II clever Buyer or SSerbaabbb eanyadba a:Cr ton,undmWbAdaomanl dam bpaa Maiaaa,..orlon theabllgmfonb mobs paymata due hemaMymod tapay affected promptly nobles de other of such dairy, Men al obligations Mat mended dyFamo Mayo. lbasuspoldcd orreduad ftopodad of Facto Alaimo and for nada additional Erna es Is reputed to resume as pd of babrgaSona,and Iso dOvaysrhadda ciao adfhnmdto aaamIgfaadely. (a) OpEonb TamhaabaSaw pa td ofmponsbn cat nackeion of operaua sol nand f mato than Sour(4)aonmaTsomaal adeafens tTo nd..cnedudfaloW mese Nana monthammy 13 monapedd,plan abhor Buyer or Seler may tarmeatottbdgraamonL (a) Stant.On-o.000ft...::g anything betel.to is contrary.In the event.tba.adad.Ka.union or ethos iduoMarradrvbaoma Buyers 500 dTada.delays,ensampto opmvanb&aas pabmameatab Admen.%Savor au.be entitled lea Mange Ober containing g...wide atryssenani Ooadrodprim endda0veysdhedub. 21 . INDEMNIFICATION AND INSURANCE • (a) bdeminnattes bac,arm todded and mdarmdy fsysvhomondaeoha any tcdpalyetamf b.M411.yardam3g04.0mgIDb r....d 'Law1ardrg Inowugdion Wang Froducts ast000avkaa pmvldvdby5.0uhwvurdle,MWondyta Iso adaresWv Loss tans Poen ceased by Iso rregigaae,wind rnsconductor Met lege/fault(Tuella Seer.Buyernhdl promptly tender Maddens.of any sudrgartpmy data,to Seta.Soloraalbeah0a to coned the deem ondre0obgon Om L dein embed Nal Buyer dial ba ambled la be cepaasented in Member se ofits droosivd atpuyaeSof 0hatente Where Me Lassresda been The Fault death Saterand Buyer or0 aid pang,Nen Seders defense and indemnityoadgelon sh0Ibe Merged iota pmpobon of the Loss Hist Wade Mb Wire teem total Fadi (b) hsaonca.Sagasnag neinbbwmmemrdgeneral Gebny insurance tab.Emits ofS2,000,000p0,amntoaaadnlhoaggrymecouadrg daiafarbodgyiryuyTndndkgdna)adphydadpmpnrlydomagoaWng ato(Usa Producbo5Seaas. Seller Sod also ptoodemhkes'compensation Noma=roto 550 Srepdred by dm lam 0teePbsSdbn tonere de SeMaawl be padaaed,and domed andmono!read ago 1105y iris.with 1,010 of$1,000,000 combined(halo GM. Solar 1d0 prove.a Cuenca.at Insurance oxeye.Reeostence of suahrnveeageo.gwamgeoL 22. GENERAL (0) Sada represents Muttony Products apse aoreormaotochnd by SaOarvEl be draAhad in comp..,raUI ad appgaae fadamloado cod local lavrsapppado.Mormandodutaad to aaadaha U,SagahenglnoampsWaads.Suitor that notbedatda tor(awe efSe Prcdudab campy wan ay ala spndfimlbhn,standads,Lotssa regulations (a) TNS Agreement abblaro only Hee boob o&yarand Seared Maarespa0Na success=end mead=Any aaamment.1tlis Adaeorant oroyoarhe Cagan.raargadaaaras Va.by.aaapanyasMooaamaan.!.naso otherpaey slob 00 void. (0) TMsdvpamont contains dm mains end arty asmaroal befwa ib pm000 MM reaped In tlmad;m3modal.maofand cowman of adman/and sxmaaacrOlonGogabdteuengyorad Seder maacrg MORodacIA Starts and ayabr mase of dealings of=maga oftho Soda notormssyamyadad herein. (d) TNS Agreamanovy be nodded.supplant/Cad arana:MO only ty a writing strati Pyo authorised reaaenbbe at Soden Salsa wafter of ay breach by Buyer daytnmndab Agreementmstemo be h wan and annual.,by Selleror labors by War enfaaany of the loon end cadans oftbAgheel.mmenytime..shall not abaci rrn oroaaive Seller's dpdOaraaftarmarorm ad camped strict emplane.wee every lean and con:tloe band. (a) ABlenos agbAgreamonlvMd bya.iaba shad apply aar No concoksfon,m'npbgon atancnoladNdaAgecmadahW auMve and remain fay t;,,Soceablo otter any aaowPoUa4 completion or.!.madam hereof. (0(I)IfSeto'a office aeta fed..the baled States,Ns Agrearoatand Mapes hacofvrdrbe powaned bymdconstrued combing haeemofMaState oGenag,()if Select office tsbastedin Canada,eats Agreement and Ma performance h00damfa dammed by nod construed acardia to to Taws of Ne Province oN ot:Walvct (d)p)Inap en.metes:ego(fp)c meo.aycontrnv..ryordam Oleg out oforreeding tolls AOmomenl altos Nubia Ivaco?,Talo a.FmsdecbaaoSeevbesp n dded pursuant amts,call ho deMldvety toilful by arbdradon,b tat aaaalon of courts of lax,adm0ateredby the M,04aa Menne Aa.od.lien CAM')In aemdaaa ebb its CmMatlbn Industry Atiention Rubs in farts at the fma Van Agreemenlb Sigurd and towhich the partles dada°Maysal adhere(No'AAA Rube),and ludgmenlon the mead renderedMMBOAIUamr(s)may ba eaeredin airbacourt InnindfulecktonovarthepanyegaInslMem enforcement issoupblor having Malabo avar owed teach padbbossols.Tlo vbilaion shag..conducted InAdaallGeogaby e panedOwn membensone dwho,0MMbe appeadd by each of BuyaadEder and anIMdofnews WI he No daemon Mho panel and bo appointed lymuabdagaameddthe Mo padyappobtedaMmMrs.A0ps0Amfs mud bepesoamto are not ommSTeos,wan cofamaremptoyaa mogabdeinarparty.b Ma event Warta of theism pnMappdnlad ohnrotam b agmewahh45daysaaarabniseon aeeS.pdO b eMVarlanupon Isoappdnbnam of the third arMlraW,Ihe and aaiaabrwet ba appointed bytho AMb aemianco tan MA Rube.In the*vent Not slew of Buyer or Sear lair to appoint on aA•ttatar satin 30 days arae Shammaromaften&pa.toarbaraln,such alabaster,some as the aidabibater, 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)465-5611 Dallas,TX 75312-0312 Account:8879433001 Fax:+1(817)468-3961 Federal Tax ID Number:59-3773483 ABA:026010786 •t'_.‘ q` Our quote no: 20745540 we be appointed bythe AMktaaadanro ebb tbeMAWees.(1)N the* mot:peesel((GIabove,anymacrearsy Or tubing out of orre12thgIo UdeAgeentenl,age broads hereof.a ter the Preclude a the SeMcesprovided pursuant here%NWbe daaOheNsaaedundmthe=plena Mho o Conoden CommemhlANlOaRmContreMCAT,.bymemo?arbleabon reel to lee=elusion et muteof taw.Nanmrdaan MI he General CommercialNdbafion fOdmN force Who ilmaNeApraomont nigeod and t whlN gm polka declare Unveil "MAC Wool,and)udgmara on um ward=dared by the aRambde)may be entered Nary WntMving)mkddion warto patty e¢iretwhmnonmrmmomb ante mhadig Wiedlerenever =ye(such portyliasset-no wNhatten dug bo®eluded m Sant Josue,New enurs ph by a panel of Una aerators,one ofMmmwilbe appointed by oath ofBuyer and Seem and dm Nal D t=wl be Cm choinnan MNoa=3miNbunatand wall be moiled by rnolool agreemntetthe bee pmha0polnted arbitrators An arbbraters must be persons who are not employee,.openlq or former employees°regaes afedNerpmy.In Ne event el favored Ne two paRyappalmedpmAabtat agree within 45 days after a bedeaon of are disputa mnrbhnbonupon ge eppohtbnamotthe NW arbitrator.de NW eddtmlmw9 be appointed byleo CCAC m accordance web te CCAC Rule.In the event that either of ILrym=Segertags to appoint en arearsmrwwe,30 days*noraubmhdar of da depute m aeeeeen,auee erb0mmnee vides to Nedm4tMm,ne be eppoenwr by the CCAC matomaeee wee Me CCACANee. - Ott In the event des Agreement patabee to dM sateof any geode Molds Me Wed Stores or Canada,re pelt esagreethat Me Urdted Madam Com ae/1%Tbm Wanaganat Sala of Gonda sUmm netapply m MIAg mananL (Oho parties berate Iowa moulted that MkAumatrontbodrmwuo Eythet Les peeks amprdsanteaantOwupquntprdsenteemvn+nion Soli Magee en antes'. Please do not hesitate to contact us if you require further information., • Yours sincerely • Andritz Separation Inc. • • • • • • • • • Page 6 of 6 ANDRffZ 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 To!:+1(817)465-5611 Dallas,TX 75312-0312 Account 8879433001 Fax:+1(817)468-3961 Federal Tax ID Number:593773483 ABA:026010786 � t Forme Request for Taxpayer Give Form to the (Rev.October 2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your Income tax return).Name Is required on.thls line;do not leave this line blank. ANDRITZ SEPARATION INC. 2 Business name/disregarded entity name,if different from above 3 Check appropriate box for federal tax classification of the person whose name Is entered on line 1.Check only one of the 4 Exemptions(codes apply only to r- m following seven boxes. certain entitles,not individuals;see a Instructions on page 3): g ❑ Individual/sole proprietor or C Corporation 0 S Corporation ❑ Partnership 0 Trust/estate aisingle-member LLC . Exempt payee code(if any) ❑ Limited liability company:Enter the tax classification(C=C corporation,S=S corporation,P=Partnershlp)► .E Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting c e LLC If the LLC is classified as a single-member LLC that Is disregarded from the owner unless the owner of the LLC Is code(if any) C.E another LLG that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that o' V is disregarded from the owner should check the appropriate box for the tax classification of its owner. 2 ❑ Other(see Instructions)► (Applies to accounts maintained outside the US) • a) 5 Address(number,street,and apt.or suite no.)See Instructions. Requester's name and address(optional) g 1010 COMMERCIAL BLVD SO 6 City,state,and ZIP code ARLINGTON, TEXAS 76001 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TiN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — entities,It Is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Part Ii Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA codes)l entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,Item 2 does not apply:For mortgage interest paid, acquisition or abandonment of secured roperty,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends, are n t required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here u.s.person!. c —a g. Date 11.- / 4' 2v1../ General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its Instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage Interest),1098-E(student loan interest), Information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer Identification number(ATIN),or employer Identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns Include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(Interest earned or paid) be subject to backup withholding.See What Is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-201B) • Ai GO CERTIFICATE OF LIABILITY INSURANCE DATE(M2/D/2021� 0210412021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE ,DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If ;; SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). a PRODUCER CONTACT Aon Risk Services Central, Inc. NAME: C, Philadelphia PA Office ram.Eat): (866) 283-7122 FAX 800-363-0105 c One Liberty Place E-MAIL x 1650 Market Street ADDRESS: Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC A INSURED INSURERA: Liberty Mutual Fire Ins Co 23035 Andritz Separation Inc. INSURER B: Liberty Insurance corporation 42404 1010 Commercial Blvd., South Arlington TX 76001 USA INSURER C: - INSURER D: INSURER E: INSURER F: • COVERAGES CERTIFICATE NUMBER: 570085974475 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested NOR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVn POLICY NUMBER (MMIDDIYYYYI IMMIDNYVYY1 LIMITS • A X COMMERCIAL GENERAL LIABILITY�� TB2651004304100 06/01/2020 06/01/2021 EACH OCCURRENCE $2,000,000 CLAIMS-MADE I X I OCCUR DAMAGE TO RENTED - $1,000,000 M PREMISES(Ea occurrence, MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $10,000,000 ,O G�EN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $10,000,000 V �.I POLICY El�ECT LOC PRODUCTS-COMP/OP AGG $ZO,OOO,OOO on 1 m OTHER: • o AAUTOMOBILE LIABILITY AS2-651-00430,4-030 06/01/2020 06/01/2021 COMBINED SINGLE LIMB $1,000,000 N (Ea accident) - X ANY AUTO BODILY INJURY(Per person) ••, — O OWNED - SCHEDULED - BODILY INJURY(Per accident) Z AUTOS ONLY AUTOS - -- • „d, HIREDAUTOS NON-OWNED PROPERTY DAMAGE to ONLY —AUTOS ONLY (Per accident) • tV 'C i UMBRELLA LIAB OCCUR EACH OCCURRENCE U EXCESS LIAB CLAIMS-MADE - AGGREGATE DED RETENTION B WORKERS COMPENSATION AND WA765D004304130 06/01/2020 06/01/2021 x I PER STATUTE OTH EMPLOYERS'LIABILITY Y/N (AOS) ANY PROPRIETOR!PARTNER/EXECUTIVE EL EACH ACCIDENT $1,000,000 B OFFICER/MEMBEREXCLUDED? N N/A WC7651004304140 06/01/2020.06/01/2021__ (Mandatary In NH) (WI) EL DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under -DESCRIPTION OF OPERATIONS below ' EL DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE: Project Name: City of Ashland Contract for Repairs to WWTP Centrifuges.; City of Ashland, Oregon and its elected officials, officers and employees are added as an Additional Insured with respect to the General Liability and Automobile In Liability policies, if required by written contract with Certificate Holder and subject to the policy terms, conditions and Ai exclusions. General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance available to the certificate Holder, but only to the extent required by written contract with the Insured and always . subject to the policy terms, conditions and exclusions. lgi ��.... • CERTIFICATE HOLDER • CANCELLATION jWILQ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE _ �' POLICY PROVISIONS. _ City of Ashland AUTHORIZED REPRESENTATIVE !..M20 East Main Street - e7.a ' Ashland OR 97520 USA . M � C e� IM ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • • POLICY NUMBER:TB2-651-004304-100 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at -the location designated and will pay on behalf of the additional insured is the • described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable Limits of 1. The insurance afforded to such additional Insurance shown in the Declarations; insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is Limits of Insurance shown in the Declarations. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured, SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Any person or organization for whom you have Where the applicable written agreement require the contractually undertaken in writing, prior to a loss,to insured to provide liabilty insurance on a primary, provide liability insurance excess, contingent,or any other basis,this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply Information required to complete this Schedule, if not shown above,will be shown in the Declarations. r CG 20 37 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 1 • COMMERCIAL GENERAL LIABILITY CG 20 38 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS FOR OTHER. PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: , COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured: additional insureds, the following additional 1. Any person or organization for whom you are exclusions apply performing operations when you and such This insurance does not apply to: person or organization have agreed in writing.in 1. "Bodily injury", "property damage" or"personal a contract or agreement that such person or and advertising injury" arising out of the organization be added as an additional insured rendering of, or the failure to render, any on your policy;and professional architectural, engineering or 2. Any other person or organization you are surveying services, including: required to add as an additional insured under a. The preparing, approving, or failing to the contract or agreement described in prepare or approve, maps, shop drawings, Paragraph 1.above. opinions, reports, surveys, field orders, Such person(s) or organization(s) is an additional change orders or drawings and insured only with respect to liability for "bodily specifications;or injury", "property damage" or "personal and b. Supervisory, inspection, architectural or advertising injury"caused,in whole or in part, by: engineering activities. a. Your acts or omissions;or This exclusion applies even if the claims against b. The acts or omissions of those acting on any insured allege negligence or other your behalf; wrongdoing in the supervision, hiring, in the performance of your ongoing operations for employment, training or monitoring of others by the additional insured. that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the However, the insurance afforded to such additional offense which caused the "personaland insured described above: advertising injury", involved the rendering of, or the a. Only applies to the extent permitted by law; failure to render, any professional architectural, and engineering or surveying services. b. Will not be broader than that which you are 2. "Bodily injury" or "property damage" occurring required by the contract or agreement to after: provide for such additional insured. a. All work, including materials, part or A person's or organization's status as an equipment furnished in connection with additional insured under this endorsement ends such work, .on the project (other than when your operations for the person or service, maintenance or repairs) to be organization described in Paragraph 1. above are _performed by or on behalf of the additional completed. insured(s) at the location of the covered operations has been completed;or CG 20 38 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 2 b. That portion of"your work" out of which the 2. Available under the applicable Limits of injury or damage arises has been put to its Insurance shown in the Declarations; intended use by any person or organization whichever is less. • other than another contractor or subcontractor engaged in performing This endorsement shall not increase the applicable operations for a principal as a part of the Limits of Insurance shown in the Declarations. same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.;or Page 2 of 2 ©Insurance Services Office, Inc.,2012 CG 20 380413