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7449 - Contract Executed - Howden Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Lori Hewell January 5 2025 7449 General Equipment Repair Parts FILE Contract 7449 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HOWDEN ROOTS LLC (7449) THIS CONTRACT is made and entered into this date _______________________, by and between Howden Roots LLC, a Delaware limited liability company, whose address is 4654 W. Junction Street, Springfield, MO 65802, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the Contractor’s proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Contractor’s Proposal. (Exhibit "B"); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Form CIQ – Conflict of Interest Questionnaire (Exhibit "D") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 1/8/2021 Contract 7449 payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. INDEMNITY THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY CONTRACTOR IN ACCORDANCE WITH THE SPECIFICATIONS IN THE CONTRACT WILL NOT INFRINGE, DIRECTLY OR CONTRIBUTORILY, ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY KIND OF ANY THIRD PARTY, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE INTELLECTUAL PROPERTY. MOREOVER, THE CONTRACTOR DOES NOT KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIMS. THE CONTRACTOR SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE CONTRACT DOCUMENTS. IN THE EVENT OF ANY SUCH CLAIM, THE CITY SHALL HAVE THE RIGHT TO MONITOR SUCH CLAIM OR AT ITS OPTION ENGAGE ITS OWN SEPARATE COUNSEL TO ACT AS CO-COUNSEL ON THE CITY'S BEHALF. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Contract 7449 CONTRACTOR BY:______________________________ AUTHORIZED SIGNATURE Name:______________________________ Title:_______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS BY:_______________________________ PURCHASING AGENT THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 jorge.parada@howden.com General Manager 417-280-5713 Jorge Parada Serrato Terrance Naulty Utilties Administration Interim Director Water/Wastewater Contract 7449 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit B are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the contractor’s expense. Products that have been installed will be replaced at the contractor’s expense. 3. Authorized Distributor The contractor shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract term will be three (3) years, effective from the date that the City provides notice of the award to contractor (“effective date”). The contract shall automatically renew each year on the month and day of the effective date (“renewal date). This contract may only be automatically renewed for an additional two (2) one-year periods, subject to the terms herein, without City Council approval. 5. Price Escalation and De-escalation On Contractor’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Contract 7449 also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The contract total shall not exceed $40,000. Pricing shall be per Exhibit B attached. DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Exhibit B Proposal Spare parts for S041 Pecan Creek WRP For compressors no. 62003105; type KA22-SV-GL315 Proposal to: Pecan Creek WRP Our reference: HROJAJ.AFM.000423 For: Crystal Westbrook Your ref: HROJAJ.AFM.000423 Project: Parts Date: November 13, 2020 Howden Roots LLC, HRO-S, 4654 West Junction Street, Springfield, MO 65802, USA Tel: +1 417 380 5756 Email: Jessica.Jarriel@Howden.com Web: www.howden.com DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Thank you for your continued interest in Howden products and services Howden Roots LLC 4654 W. Junction Street Springfield, MO 65802, USA Tel:+ 1 417 864 5599 Customer: City of Denton Quotation Contact: Crystal Westbrook Document No./date HROJAJ.AFM.000423 / 11/13/2020 Email: crystal.westbrook@cityofdenton.com Validity period 11-13-2020 - 11-13-2023 Phone: Site Name: Pecan Creek WRP Site #: 041 Location: Denton, Texas Model: KA22-SV-GL315 Serial Number(s): 62003105 Howden is pleased to offer the following for your consideration: Item Part No. Product Number / Description Lead Time Qty UoM Unit Price Extended Price 0010 89412258 O-RING Dwg. Pos D241 14-16 weeks 1.0 EA $20.00 $20.00 0020 9332253500 O-RING Dwg. Pos D119 14-16 weeks 1.0 EA $504.00 $504.00 0030 9332260869 SEALING RING Dwg. Pos H503 14-16 weeks 1.0 EA $40.00 $40.00 0040 89027262 O-RING Dwg. Pos H110 14-16 weeks 1.0 EA $6.00 $6.00 0050 89412258 O-RING Dwg. Pos H111 14-16 weeks 2.0 EA $20.00 $40.00 0060 89412415 O-RING Dwg. Pos T231 14-16 weeks 1.0 EA $8.00 $8.00 0070 N17V3185 O-RING Dwg. Pos T246 14-16 weeks 1.0 EA $40.00 $40.00 0080 GL315T013 Thrust/Journal bearing, motor end Dwg. Pos T103 14-16 weeks 1.0 EA $6,510.00 $6,510.00 0090 GL315T011 Thrust/Journal bearing, compressor end Dwg. Pos T106 14-16 weeks 1.0 EA $4,106.00 $4,106.00 0100 GL315T055 Journal bearing, motor end Dwg. Pos T208 14-16 weeks 1.0 EA $6,690.00 $6,690.00 0110 GL315T009 Journal bearing, compressor end Dwg. Pos T210 14-16 weeks 1.0 EA $12,954.00 $12,954.00 0120 72283 IGV Actuator 14-16 weeks 1.0 EA $4,646.00 $4,646.00 0130 72279W VD Actuator 14-16 weeks 1.0 EA $8,417.00 $8,417.00 DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Thank you for your continued interest in Howden products and services 0140 GL315S009 Mechanical Oil pump Dwg. Pos S129 14-16 weeks 1.0 EA $2,577.00 $2,577.00 0150 71411/70818/70820/7Aux Pump Ass'y (motor, pump, coupling, adapter) 14-16 weeks 1.0 EA $6,843.00 $6,843.00 0160 74122 Oil Filter Elements 14-16 weeks 1.0 EA $288.00 $288.00 0170 Misc. Special Tools 14-16 weeks 1.0 EA $16,453.00 $16,453.00 0180 TBD Motor Bearings 14-16 weeks 1.0 EA $746.00 $746.00 0190 TBD Motor Bearings 14-16 weeks 1.0 EA $746.00 $746.00 0200 40164 One (1) Control Relay 14-16 weeks 1.0 EA $54.00 $54.00 0210 TBD Set of Motor Bearings 14-16 weeks 1.0 EA $1,492.00 $1,492.00 Currency USD Terms of Payment Terms of Delivery Net 30 Days DAP Denton, Texas, USA per Incoterms 2010 Items Not Included Terms and Conditions Howden Roots LLC Standard Terms for Sale of Goods, Rev. 03/16/2020 This offer is made expressly subject to and conditioned upon acceptance of Seller's Standard Terms and Conditions of Sale for products and services, copy attached hereto. Any conflicting or additional terms submitted by Buyer in any request for quote, inquiry, purchase order or other document are expressly objected to without the need of any further notice of objection and they shall not, under any circumstances, be binding upon Seller unless expressly accepted in writing by Seller. In the event your account has an overdue outstanding balance with us, we reserve the right to hold shipment until payments are received and your account is current. Parts returns are subject to a 25% restocking fee. All provisions of this offer are subject to negotiation and final approval by Howden. Lead times are after receipt of the technically and commercially clear purchase order. Lead times for individual line items are after receipt of order, subject to prior sale. All purchase orders are to be made out in the name of: Howden Roots LLC 4654 W. Junction Street Springfield, MO 65802 USA Service Sales Keith Lynch Keith.Lynch@howden.com Prepared By Jessica Jarriel Jessica.Jarriel@Howden.com DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Page 1 of 2 Rev. 3/16/2020 Exhibit C Howden Roots LLC Standard Terms and Conditions of Sale 1. DEFINITIONS; SCOPE - “Buyer” means the issuer of the purchase order and its attachments. “Seller” means Howden Roots LLC.; “Order” means Buyer’s purchase order/contract, these terms and conditions of sale, Seller’s acceptance and other attachments mutually agreed upon by the parties. “Goods” means the specified drawings, goods and parts as described in Seller’s quotation/bid, this Order, and its attachments; “Services” means the specified supervision, testing, repair, or other services of Seller as described in Seller’s quotation/bid, this Order, and its attachments. Delivery and scope of supply shall be based upon Seller’s quotation/bid and any expressly agreed upon changes. 2. ACCEPTANCE - Buyer’s acceptance of any Goods or Services from Seller shall constitute full acceptance of Seller’s quote and these terms and conditions. These terms and conditions take precedence over Buyer’s terms and conditions to which notice of objection is hereby given. No terms or conditions in Buyer’s order shall be binding upon Seller unless specifically agreed to in writing by Seller. Neither Seller’s commencement of performance or delivery shall be deemed as acceptance of Buyer’s terms and conditions. 3. TESTING AND INSPECTION – If specified in the Order, Seller will conduct testing and/or inspection or review(s) by Buyer of the Goods or Services at Buyer’s risks and costs. Buyer will receive written notice at least three (3) business days prior to such testing/inspection//review(s). If Buyer waives attendance or fails to attend, any testing/inspections/reviews will be deemed to have been made in Buyer’s presence. 4. TITLE & RISK OF LOSS - Unless specified in the Order, Goods are being purchased EXW (Origin/Factory), Incoterms 2010. Title and risk of loss shall transfer to Buyer upon delivery to the agreed upon Incoterms point (or when delivery should have taken place but for fault of Buyer). Buyer agrees to document (with photos) and promptly advise Seller of any damage or freight claims. Goods that are not promptly and properly rejected by Buyer upon delivery shall be deemed irrevocably accepted; accepted Goods shall be subject to Seller’s warranty herein. 5. WARRANTY - Seller warrants that: (i) the Goods will be of good material and workmanship; (ii) the Services shall be performed by competent and qualified personnel in a professional and workmanlike manner in accordance with generally established industry standards; and (iii) the Goods and Services will conform to the technical specifications and/or drawings expressly agreed upon between the parties in writing. Seller’s warranties on the Goods will be in effect until the earlier of: (i) twelve (12) months from first operation/use of any such Goods or (ii) eighteen (18) months after date of delivery (at the applicable FOB/Incoterms point quoted by Seller). Seller’s sole liability and Buyer’s sole and exclusive remedy for breach thereof shall be the repair or replacement of such Goods by Seller, at Seller’s option and cost (but not including transportation, removal, reinstallation, and decontamination). Seller’s warranties on the Services will be in effect until ninety (90) days from the date of the performance of such Services. Seller’s sole liability and Buyer’s sole and exclusive remedy for breach thereof shall be the re-performance of such Services by Seller. Any warranty repair/replacement/re-performance pursuant to the above warranties shall be warranted by Seller for a period equal to the remainder of the original warranty period set forth above. No “evergreen” or “in-place” warranty is being provided. Seller shall have the sole right to specify the manner and timeframe for such repair/replacement/ re-performance. Defective/non-conforming parts(s)/Goods must be returned to Seller free of all contaminants and, in the event of replacement, will become the property of Seller unless Seller instructs otherwise. The warranty does not include the costs of fitting new parts or other Equipment. If Seller opts to perform any warranty obligations in-place, Buyer shall, without cost to Seller, during a specified time period agreed upon by the parties, provide access by disassembling, removing, replacing, and reinstalling any equipment, structures, or other obstructions to the extent necessary to permit Seller to perform its warranty obligations. THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES THAT EXTEND BEYOND THE FACE OF THESE TERMS AND CONDITIONS. ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE) NOT EXPRESSLY SET FORTH HEREIN, ARE FULLY DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. SELLER’S WARRANTIES DO NOT COVER ANY GOODS OR SERVICES THAT HAVE BEEN ALTERED OR SUBJECTED TO ACCIDENT OR IMPROPER STORAGE, INSTALLATION, ASSEMBLY, COMMISSIONING, MAINTENANCE, USE OR APPLICATION. SELLER DOES NOT WARRANT THAT THE GOODS WILL RESIST THE ACTION OF EROSIVE OR CORROSIVE GASES, LIQUIDS, OR SOLIDS, OR PRODUCE RESULTS IN COMPLIANCE WITH ANY LAWS, DECREES, OR OTHER STANDARDS. 6. INSTALLATIONS AND ASSEMBLY – Unless specified in the Order, Seller is only the supplier of the Goods and shall have no responsibility for the assembly and installation of the Goods 7. INTELLECTUAL PROPER TY - Seller’s intellectual property rights and proprietary information (in hard copy or in electronic format) remain the property of Seller. Notwithstanding any other provisions or requirements of this Order, no intellectual property or proprietary information is being sold, granted, transferred, licensed, or assigned; there are no works-made-for-hire or unrestricted use (any government rights shall be “limited rights”). Seller shall not be required to provide, or provide access to, any confidential or proprietary area or information. Buyer shall not reverse engineer or otherwise attempt to re-create the Goods/Services. 8. PATENT INDEMNITY - Except (i) to the extent of designs or other intellectual property provided by Buyer and/or (ii) to the extent that Goods are altered or combined by Buyer in a manner causing the infringement, Seller will indemnify Buyer from claims by third parties against Buyer if the Goods infringe any Canadian or United States patent. If an injunction is issued against the further use of the Goods, Seller will, at its option and expense: (i) procure for Buyer the right to continue using said item of Goods; or (ii) modify or replace the same with non-infringing Goods or (iii) remove the infringing Goods and refund the purchase price. 9. BUYER MATERIALS - Buyer-furnished material must be received by Seller in accordance with the delivery schedule agreed upon by both parties. If shipment of such material is delayed or lost, Seller reserves the right to: (i) Invoice and hold shipment awaiting such material or (ii) invoice and ship less such material. Buyer shall reimburse Seller for all liability incurred by Seller as a result of any such Buyer delay. 10. ON-SITE SERVICES – The following section shall apply only if Seller provides on-site Services to Buyer under this Order: 10.1 Indemnity of Buyer. Seller will indemnify Buyer from non-nuclear claims brought by third parties against Buyer for (i) bodily injury (including death) and (ii) property damage, each only to the extent directly caused by the negligence of Seller. Seller shall not be responsible for the acts/omissions of Buyer or others. Seller’s indemnity obligations shall not apply to Buyer property or any nuclear activity/incident. 10.2 Insurance. Seller shall maintain the following insurance coverage : (1) Commercial General Liability with limits of $1,000,000 combined single limit occurrence for Bodily Injury, Physical Property Damage of third party property, and Contractual Liability coverage, subject to an annual aggregate of $2,000,000; (2) Automobile Liability – Bodily Injury/Physical Property Damage in the amount of $1,000,000 combined single limit each occurrence; and (3) Workers Compensation Insurance – statutory, as to Seller’s employees. If requested, Seller will provide an ACORD form of certificate confirming such coverage. Seller’s provision of a certificate of insurance in accordance with Buyer’s site requirements does not constitute Seller’s acceptance of Buyer’s terms of purchase. Seller shall have no other or further obligations related to insurance or coverage. 10.3 Other On-site/Service Provisions. Seller shall comply with applicable Canadian, U.S. and/or provincial/territorial/state statutes, acts, ordinances, regulations, codes, and laws that apply to Seller’s performance of the Work. Seller shall comply with job/site requirements as mutually agreed upon by the parties. Seller is an independent contractor and is not responsible for oversight or supervision of work, property or employees of others, including health, safety, or security. Buyer shall advise Seller’s personnel in advance of all known and/or suspected hazardous/unsafe conditions and risks that may be DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Page 2 of 2 Rev. 3/16/2020 encountered while on-site, including proper Material Safety Data Sheets (MSDS). Seller’s personnel shall not be required to take any action, or to enter or DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Page 3 of 2 Rev. 3/16/2020 remain in any area where he/she reasonably determines that it would be unsafe. Seller’s employees, subcontractors, and representatives shall be given unobstructed access to the site and the work. Seller’s time and expense for any delays not caused by Seller shall be charged to Buyer. Buyer shall be responsible for any damage to or loss of property of Seller or its subcontractors property if such damage/loss is not caused by Seller or its subcontractors. 11. FORCE MAJEURE; SHIPMENT AND DELAYS - Seller shall not be liable for damages or delay in performance arising from causes beyond its control or without its fault or negligence, including, but not limited to, acts of God or the public enemy, acts of a government in its sovereign capacity, fires, floods, disease outbreak or epidemic and/or any resulting quarantine restrictions, strikes, freight embargoes, and/or severe weather. If Buyer requests that Seller store Goods or if delivery instructions are not promptly received from Buyer upon Seller’s ready-to-ship notification, Seller may provide for storage of the Goods at Buye r’s risk and expense or Buyer must provide for storage at Buyer’s cost and risk. Shipments held beyond the scheduled date at the request or fault of Buyer may be billed immediately to Buyer including reasonable expenses incident to such delay, and Buyer shall assume title and risk of loss thereof. Liquidated/delay damages shall not apply to this order. 12. TAXES & DUTIES -Intentionally Omitted. . 13. PAYMENT OF PURCHASE PRICE - B u ye r shall pa y all invoices within thirty (30) days from the receipt of Seller’s invoice (“Payment Due Date”) by electronic funds transfer (EFT) or automated clearing house (ACH) transaction. If Buyer disputes all or part of an invoice, Buyer must (i) submit the dispute to Seller in writing within five (5) business days of the date of invoice or the entire amount of the invoice shall be due on the Payment Due Date; and (ii) pay all undisputed amounts on the Payment Due Date. If Buyer fails to pay an undisputed invoice on or before the Payment Due Date, Seller reserves the right to (i) charge late fees at the lesser of (i) the rate of 1.5% per month (18% per annum) or (ii) the maximum amount permitted by law; (ii) require Buyer to pay all of Seller’s collection costs; and (iii) cease all work in relation to this Order (without obligation for liquidated damages, if applicable, incurred due to such cessation). For milestone payments required under this Order, Seller may invoice on the original milestone completion date if the milestone is not met due to Buyer’s fault, untimely response or unreasonable delay. In the event that Buyer seeks to modify the Purchase Order, Buyer agrees to make payments in accordance with the original contract terms until such time as modification is mutually agreed upon. Seller only waives claims for payment to the extent that such payments have been received by Seller. If, in Seller’s reasonable opinion, Buyer’s financial condition may jeopardize full or timely payment, Seller may (i) require full or partial payment as a condition to commencing or continuing its performance (including in advance of any shipment) or (ii) recover Goods from the carrier, if shipment has been made. 14. CANCELLATION - Buyer may cancel this Order, in whole or in part, upon at least seven (7) calendar days advanced written notice to Seller in such case the Seller shall be entitled to be reimbursed for the reasonable Direct Cost incurred by the Seller in performing the work. Direct Costs mean: “such direct costs borne and incurred by the Seller associated with the Order up to and including the date of suspension and/or cancellation, including but not limited to manufacturing costs, salaries, third party supplier costs and reasonable overhead and profit margin.” Buyer’s cancellation costs shall not exceed the total Order price. Any Goods or Services sold by Seller that are incomplete shall be deemed to be sold “AS IS,” “and “WITHOUT WARRANTY OR GUARANTEE OF ANY KIND.” Seller may cancel this Order, in whole or in part, at any time if: 1) Buyer suspends work or delays delivery beyond 45 days without it being mutually agreed upon in advance; (2) Buyer breaches any material term of this Order; and/or (3) Buyer files bankruptcy or otherwise fails to either make full and timely payments, meet its obligations, or provide further assurances. 15. EXPORT CONTROL- Goods supplied may be subject to export control, trade sanctions, or other export laws, regulations, rules and licenses of Canada, the United States or other countries (“Export Control Regulations”). Buyer agrees to comply with Export Control Regulations as well as any other applicable country’s import control laws. Buyer further agrees that if Export Control Regulations are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Unless otherwise mutually agreed upon by the parties, Buyer shall be responsible for obtaining export licenses or other approvals. The Order will not be accepted unless Seller is satisfied that the Goods can be supplied in compliance with the Export Control Regulations. In the event that any applicable Export Control Regulations prohibit or make impracticable Seller’s performance hereunder, Seller will be released from all performance related to the Order. Seller will not be liable to Buyer for any losses, damages, or claims arising from such cancellation of the Order. Seller will not accept payment through a trade sanctioned country financial institution. 16. NUCLEAR SALES (IF APPLICABLE) - If Buyer or any ultimate end user intends to use the Goods or Services in any atomic/nuclear installation or activity, Buyer must notify Seller accordingly in advance and Seller’s “Nuclear Indemnity” shall also apply and control (and such terms are hereby incorporated by reference for such purposes, as if fully set forth herein). 17. LIMITATION OF LIABILITY; INDEMINITY CONDITIONS; EXCLUSIVE REMEDIES; OBLIGATIONS; & VALIDITY - The following shall apply, govern, control, and survive at all times and to the fullest extent permitted by law: 17.1 Seller shall not be liable for any loss of profit or revenue, loss of business, loss of contracts, or for any special, indirect, economic, incidental, consequential, or punitive damages or losses, whether based on contract, warranty, indemnity, statute, tort (including negligence), or otherwise pursuant and/or related to this Order. 17.2 Seller's total liability pursuant and/or related to this Order whether for breach of contract or by reason of any tort (including negligence), statute, warranty, indemnity, or otherwise, shall in no event exceed the total price of the Order. 17.3 Any duty to indemnify under these terms and conditions/the Order is conditioned upon Buyer: (i) providing prompt and detailed notice to Seller of any such claim; (ii) tendering the defense/settlement to Seller; and (iii) providing full cooperation, authority, and assistance to Seller. 17.4 Buyer’s rights and remedies shall be deemed sole and exclusive, and in place of those at law and equity. The exclusions and limitations set forth in these terms and conditions shall control at all times and survive any breach, or termination of the Purchase Order. If any provision of these terms and conditions of this Order or part thereof shall be held by judicial determination to be invalid or unenforceable they shall be severed from this Order and the valid or enforceable parts of these terms and conditions shall continue in full force and effect. 18. ENTIRE CONTRACT; GOVERNING LAW & FORUM; OFFICIAL LANGUAGE; NO THIRD PARTY BENEFICIARIES; ASSIGNMENT - These terms and conditions of sale cannot be amended, superseded, or modified except by a written document signed by Seller’s duly authorized officer and Buyer’s duly authorized representative. Governing law and forum of the terms of this Order shall be the laws (and exclusive forum) of the State of Texas (USA), despite any conflicts of laws. The official language of this Agreement is English. It is the express wish of the parties that this Agreement and any related documents be drafted and executed in English. The parties agree to exclusive venue in Denton County, Texas. Buyer and Seller agree that this Order is between them alone, and there are no third party rights or beneficiaries. Seller may subcontract with third parties for the manufacture and/or purchase of all or part of the Goods and/or Services. Other than Seller’s ability to use its vendors/subcontractors, neither party may transfer or assign this Order, in whole or in part, without the other party’s express advance permission (which shall not be unreasonably delayed or withheld), and any assignment/transfer without proper consent shall be null, void, and of no force or effect. The parties expressly exclude the application of the United States Convention on Contracts for the International Sale of Goods. DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 8051EC3F-2DAD-46FE-B0CF-905543AB9445 Howden Roots LLC X 1/7/2021 N/A N/A Certificate Of Completion Envelope Id: 8051EC3F2DAD46FEB0CF905543AB9445 Status: Completed Subject: ***Purchasing Approval*** 7449 - Howden General Equipment Parts Source Envelope: Document Pages: 13 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Lori Hewell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 1/5/2021 3:25:19 PM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/5/2021 3:31:59 PM Viewed: 1/5/2021 3:32:12 PM Signed: 1/5/2021 3:35:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jorge Parada Serrato jorge.parada@howden.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 173.25.4.121 Sent: 1/5/2021 3:35:09 PM Resent: 1/6/2021 9:58:55 AM Viewed: 1/7/2021 1:52:52 PM Signed: 1/7/2021 4:31:56 PM Electronic Record and Signature Disclosure: Accepted: 1/7/2021 1:52:52 PM ID: 7d732e34-d7a9-40b5-a437-91511503a999 Terrance Naulty Terrance.Naulty@cityofdenton.com Interim Director Water/Wastewater City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/7/2021 4:31:58 PM Viewed: 1/7/2021 5:26:43 PM Signed: 1/7/2021 5:27:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.186.201.90 Sent: 1/7/2021 5:28:00 PM Viewed: 1/8/2021 9:03:31 AM Signed: 1/8/2021 9:03:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/8/2021 9:03:57 AM Viewed: 1/8/2021 9:10:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/5/2021 3:31:59 PM Certified Delivered Security Checked 1/8/2021 9:03:31 AM Signing Complete Security Checked 1/8/2021 9:03:55 AM Completed Security Checked 1/8/2021 9:03:57 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jorge Parada Serrato How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.