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Ordinance
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Crystal Westbrook
DEC TURBO REPLACEMENT, PARTS AND SERVICE
8816RFP
No
MARCH 24, 2026
MARCH 24, 2031
26-0352
Contract # 8816
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND ACCELLERON US INC.
(CONTRACT 8816)
THIS CONTRACT is made and entered into this date ______________________, by
and between ACCELLERON US INC. a Delaware corporation, whose address is 1109 Howard
Ave., Deer Park, TX 77536 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 their 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 and/or services in accordance with the City’s document
RFP 8816 – DEC Turbo Replacement, Parts and Service, a copy of which is on file at the office
of Purchasing Agent and incorporated herein for all purposes. 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) City of Denton’s RFP 8816 (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Insurance Requirements (Exhibit “E”);
(f) Contractor’s Turbo SmartCare Agreement and Proposal (Exhibit "F");
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
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 2271 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 Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
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03/24/2026
Contract # 8816
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy
companies 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 Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. 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
Sections 2252 and 2270 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 Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive 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.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
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.
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Contract # 8816
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
__________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _______________________________
SARA HENSLEY, CITY MANAGER
ATTEST:
INGRID REX, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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2026-
Burak Hayfavi
Sales Director
sirri-burak.hayfavi@accelleron-industries.com
1295
754-260-4205
Antonio Puente, Jr.
DME General Manager
Electric
Contract # 8816
Exhibit A
Special Terms and Conditions
1.Total Contract Amount
The contract total for services shall not exceed $9,520,000. Pricing shall be per Exhibit F
attached.
2.The Quantities
The quantities indicated on Exhibit F 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.
3.Contract Terms
Subject to Clause 28, the contract term will be one (1) year, effective from date of award. The
City and the Supplier shall have the option to renew this contract for an additional four (4) one-year
periods
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council, up to a total of four (4)
additional yearly extensions. The Supplier’s request to not renew the contract must be submitted in
writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year.
At the sole option of the City of Denton, the Contract may be further extended as needed, not to
exceed a total of six (6) months.
4.Price Adjustment
The Turbo SmartCare Fee shall be adjusted in accordance with Clause 6 of Exhibit F (Contractor’s
Turbo SmartCare Agreement).
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.
5.Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times: liquidated damages for delay.
The Contractor shall be charged a one (1%) percent fee of the Order affected by the delay each
month when any one of the performance standards outlined above are not met in full. Under any
circumstance the liquidated damages for delay shall exceed five (5%) percent of the affected Order
fee. At the end of each month, the City will review the monthly reports and determine the
application of the liquidated damages to be assessed to the Contractor’s monthly profit margin. If
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the maximum cap of delay liquidated damages is reached, the City may terminate the affected
Order. Payment of liquidated damages for delay and termination if the maximum agreed cap is
reached are the two only and exclusive remedies of the City for any and all Contractor’s delay.
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Exhibit B
City of Denton’s RFP 8816 (on File at the Office of the Purchasing Agent)
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The City shall bear cost of packaging (i.e.
crating). Deliverables shall be suitably packed to secure lowest transportation costs and to conform
to all the requirements of common carriers and any applicable specification. The City's count or
weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation.
5. TITLE & RISK OF LOSS: Title to the deliverables shall pass to the City. only when the City
actually receives and accepts the deliverables. Risk of loss of the deliverables shall pass to the City
upon delivery under the Incoterms® 2020 applicable as per clause 6 below.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES:
Unless otherwise agreed in written, deliveries of:
a. spare-parts shall be subject to CIP (closest international airport to destination) Incoterms®
2020 for all deliveries from the central spare part warehouse in Baden, Switzerland or FCA
(Contractor premises Switzerland) Incoterms® 2020 for all deliveries from a local
warehouse of a local Contractor service station, at Contractor's choice.
b. turbochargers shall be subject to EXW (Contractor’s designated place) Incoterms® 2020.
Unless otherwise agreed in written, all prices shall be deemed to be net, subject to the Incoterms®
2020 described above, excluding packing, in freely available Swiss francs without any deductions
whatsoever.
Customs clearance shall be carried out by the City or, at the City’s request and Accelleron
acceptance, by Accelleron on the City’s behalf. Where Accelleron carries out customs clearance,
the City shall reimburse Accelleron for all costs and expenses incurred by Accelleron in connection
with such customs clearance . The Contract Price excludes all costs arising after delivery at the
closest international airport to the destination (in the case of CIF or FCA deliveries) or after
collection at the Contractor’s designated premises in Switzerland (in the case of EXW deliveries).
From that point onward, all such costs shall be borne by the City. These include, without limitation,
customs duties, broker or agent fees, export fees, import taxes, tariffs, local freight, insurance,
transit costs, and any permit or certification fees, as well as all related administrative costs which
are levied out of or in connection with the Contract or its fulfilment. If the Contractor or its
representatives incur any such costs, the City shall reimburse them upon submission of appropriate
supporting documents.
The CHF prices shall be converted into USD using the using the Federal Reserve Board’s official
noon buying rate for cable transfers in New York City on the date of issuance of the relevant
invoice. If no such rate is published on that date, the rate published on the most recent preceding
business day shall apply. The applicable exchange rate and date shall be stated on each invoice.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables.
Notwithstanding the foregoing, if the City does not provide written notice of rejection within thirty
(30) days of delivery, then the deliverables will be deemed accepted. If the City has the right to
inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the
Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause
to be furnished, without additional charge, all reasonable facilities and assistance to the City to
facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
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applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services. The Contractor hereby releases and holds the City
harmless from and against any liability or claim for damages of any kind or nature if the actual site
or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Contractor shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
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12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. As the City is exempt from Federal excise taxes, State taxes, or City sales taxes, these must not
be included in the invoiced amount. The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. Intentionally Omitted
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
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14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract, subject to the confidentiality provisions in this Agreement. The
Contractor shall retain such books, records, documents and other evidence pertaining to the
Contract period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and resolved.
These books, records, documents and other evidence shall be available, within ten (10) business
days of written request. Further, the Contractor shall also require all Subcontractors, material
suppliers, and other payees to retain all books, records, documents and other evidence pertaining
to the Contract, and to allow the City similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be
borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of
1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by
the Contractor which must be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
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18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
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20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES AND SERVICES: Supplier warrants the deliverables
of its own manufacture included in this sale shall be delivered free of defects in material and
workmanship under normal use and service as follows: The Warranty Remedy Period for complete
turbochargers to be used as a component of new equipment shall end twelve (12) months after the
date of initial startup or eighteen (18) months after the date the complete turbocharger is ready for
shipment from the plant of manufacturer, whichever first occurs. The Warranty Remedy Period
for replacement parts and/or replacement of complete turbochargers, in each case, shall be twelve
(12) months from the date of shipment from Supplier's plant to City, provided that this Agreement
has not expired and has not been terminated prior to the end of such twelve (12) month period;
otherwise, the Warranty Remedy Period shall be six (6) months from the date of shipment from
Supplier's plant to City. Supplier warrants Services against defects in workmanship for a period of
twelve (12) months from the date of completion of such Services, provided that this Agreement
has not expired and has not been terminated prior to the end of such twelve (12) month period;
otherwise, the warranty period for Services shall be six (6) months from the date of completion of
such Services. Supplier’s warranty is conditioned upon City giving Supplier immediate written
notice upon discovery of any such defect. Defective Equipment must be held for Supplier's
inspection and, if requested by Supplier, returned to the original delivery point, transportation
prepaid by City. Supplier’s obligation under this warranty is limited to, at its option, replacing or
repairing the defective part or parts, and without charge to City, delivering any such replacement
or repaired part to the original delivery point. City shall provide free and clear access to the
Equipment without cost to Supplier. In the case of nonconforming Service, Supplier shall, at its
discretion, provide equivalent Services at the job site or refund the price therefor. The original
Warranty Period shall not otherwise be extended.
This warranty does not apply to any Equipment which exceeds the original equipment
manufacturer’s recommended useful life or if after delivery is subjected to abuse, accident,
alteration or repair by anyone other than engineers authorized by Supplier, improper storage,
misuse in its application, improper maintenance or failure to observe operating instructions or, if
upon discovering a defect, City does not immediately take appropriate steps (such as discontinuing
use of the Equipment) to prevent the defect from being aggravated or resulting in damage to other
parts. Supplier reserves the right to check and investigate any claim made by City that a defect in
Equipment exists before taking any steps to correct such defect.
THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF
ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WRITTEN, ORAL OR
IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING
FROM COURSE OF DEALING, USAGE OR TRADE ARE HEREBY DISCLAIMED BY
SUPPLIER.
22. WARRANTY – SERVICES: [NOT USED]
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES:
[NOT USED]
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24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, initiates and pursues with due diligence to cure such default, or provides
evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact,
exist. In addition to any other remedy available under law or in equity, the City shall be entitled to
recover all actual damages, costs, losses and expenses, incurred by the City as a result of the
Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court
costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in
the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor
list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to
three (3) years. Except as otherwise provided in this Contract, all rights and remedies under the
Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. MINIMUM TERM FOR INITIAL 24 TURBOCHARGER BASELINE SERVICE.
Notwithstanding clause 3, any non-renewal or expiry shall not take effect until Accelleron has
completed the first Scheduled Service for each of the twenty-four (24) turbochargers listed in the
Installation List, including removal (as applicable) and inspection sufficient to complete Accelleron’s
initial condition assessment and issue the related service report.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
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incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, epidemics, pandemics,
mobilization, war, civil war, acts of terrorism, political unrest, revolutions, serious breakdown in
the works, accidents, late or deficient delivery by subcontractors of raw materials, semi-finished
or finished products, the need to scrap important work pieces, actions or omissions by any
authorities or state or supranational bodies, embargoes, unforeseeable transport problems,
explosion, natural catastrophes or any other cause beyond the reasonable control of such Party. In
the event of default or delay in contract performance due to any of the foregoing causes, then the
time for completion of the services will be extended; provided, however, in such an event, a
conference will be held within three (3) business days to establish a mutually agreeable period of
time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, or causes of
action, for judgments and liability of every character, type or description, including all
reasonable costs and expenses of litigation, mediation or other alternate dispute resolution
mechanism, including attorney and other professional fees for: (1) damage to or loss of the
tangible property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees and subcontractors; the officers, agents, and
employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness
or disease, worker's compensation(including but not limited to the agents, officers and
employees of the City, the Contractor, the Contractor’s subcontractors, and third parties),
ii. "Fault" shall mean negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS TO THE EXTENT DIRECTLY ARISING OUT OF, INCIDENT
TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the
specific insurance requirements detailed in Exhibit E for services only. The successful firm shall
procure and maintain insurance of the types and in the minimum amounts acceptable to the City of
Denton. The insurance shall be written by a company licensed to do business in the State of Texas
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and satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
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xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after the Contractor becomes aware of it. Failure to provide
notice within such period shall not bar the claim or constitute a waiver, but the City shall be entitled
to recover damages, if any, that are directly caused by the delay in notice. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any registered US patent,
trademark, or copyright, nor misappropriate any trade secret, or any other intellectual property
right of any kind of any third party; that no claims have been made by any person or entity with
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respect to the ownership or operation of the deliverables and 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: (i) any claim
that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership,
and if applicable, license rights, and its use of the deliverables misappropriates the intellectual
property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s
representations or warranties stated in this Contract. 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. Further, Contractor agrees that the City’s specifications regarding the
deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph
and the City makes no warranty that the production, development, or delivery of such deliverables
will not impact such warranties of Contractor.
With respect to any claim of patent infringement, Supplier agrees to defend or settle at its own
expense any suit or proceeding brought against City based on a claim that the deliverables
furnished under this contract constitute an infringement of any United States patent, provided that
Supplier is notified promptly of such suit, copies of all suit papers are made available to Supplier;
City grants Supplier sole control of the defense and settlement of the claim; and City provides
Supplier all reasonable cooperation and makes no admission of liability except as approved in
advance by Supplier. Supplier shall have no obligation and shall not be responsible for (i.) any
settlement of such suit made without its written consent; (ii.) any other equipment or process,
including deliverables, which have been modified or combined with other equipment not supplied
by Supplier; (iii.) any deliverable supplied according to a design, other than Supplier’s design,
required by City; or (iv.) any patent issued after the date hereof. If any deliverables are held to
constitute an infringement or use thereof is otherwise enjoined, Supplier shall, at its option and
expense, procure for City the right to continue using said deliverables; or modify or replace it
with non-infringing equipment, or remove it and refund the portion of the price allocable to the
infringing deliverables. THE PROVISIONS OF THIS ARTICLE 36 STATE SUPPLIER’S AND
ITS SUPPLIERS ENTIRE LIABILITY FOR PATENT INFRINGEMENT.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential) which is
provided in writing and marked as “Confidential” or “Proprietary” (collectively, “Confidential
Information”). However, Confidential Information shall not include information which can be
clearly demonstrated to be:
(a) generally known or available to the public at the time of disclosure, or thereafter
becomes part of the public domain through no act or omission on the part of the
receiving party;
(b) is received by the receiving party from a third party who, to the extent that the
receiving party’s reasonable inquiry disclosed, was not under obligation of
confidentiality to the disclosing party;
(c) already known by the receiving party at the time of disclosure under this Agreement
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as can be established by its written documentation; or
(d) independently developed by the receiving party as can be established by its written
documentation.
Contractor acknowledges and agrees that the Confidential Information is the valuable property of
the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release
of the Confidential Information will substantially injure the City and/or its licensors. The
Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate,
copy, divulge, recreate, or otherwise use the Confidential Information without the prior written
consent of the City or in a manner not expressly permitted under this Agreement, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the Contractor promptly notifies the
City before disclosing such information so as to permit the City reasonable time to seek an
appropriate protective order. The Contractor agrees to use protective measures no less stringent
than the Contractor uses within its own business to protect its own most valuable information,
which protective measures shall under all circumstances be at least reasonable measures to ensure
the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the tangible deliverables (Turbochargers and parts). The
Contractor shall retain ownership and all right, title, and interest in and to all intellectual property
embodied in, incorporated into, or used to design, manufacture, or supply such deliverables.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
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entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or their designee under this agreement.
The contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
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express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
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to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or their authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations or protections on the parties, including but not limited to the warranty,
indemnity, limitation of liability, and confidentiality obligations of the parties, shall survive the
expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
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discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
Contractor. For clarity, the Contractor is not responsible for any import duties, customs broker fees,
international freight or insurance charges, or taxes related to importation, transit, or delivery under
this Contract.
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59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Contractor
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Contractor shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Contractor is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Contractor shall ensure compliance with all
federal and State tax laws and withholding requirements. The City of Denton shall not be liable to
Contractor or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Contractor's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Contractor shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the negligence of the Contractor and its employees, agents, subcontractors,
and suppliers, including any delivery or cartage company, in connection with any negligent
performance pursuant to the Contract. The Contractor shall notify the City of Denton Procurement
Manager in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton and as defined in clause 30.B. In the event of an occurrence
under this Section, the Contractor will be excused from any further performance or observance of
the requirements so affected for as long as such circumstances prevail and the Contractor continues
to use commercially reasonable efforts to recommence performance or observance whenever and
to whatever extent possible without delay. The Contractor shall immediately notify the City of
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Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Contractor shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
68. Limit of Liability. In no event shall Supplier or its suppliers be liable for loss of profits or
revenues, loss of use of the deliverables, loss of production, loss of orders, recall costs, cost of
capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of
customers or other third parties for such or other damages or any other special, indirect, incidental
or consequential damages, of any kind or nature, whether in contract, warranty, tort, indemnity,
negligence, strict liability or otherwise. The aggregate liability of Supplier for all claims whether
in contract, warranty, negligence, tort, indemnity, strict liability, or otherwise for any loss or
damage arising out of or related to this Agreement shall in no event exceed 100% of the amounts
paid by the City for the Services in respect of the relevant Turbocharger covered by the Agreement
in the course of which the liability claims have arisen, and a total of 50% of cumulated total
amounts paid by the City under or in connection with the Agreement (as applicable) in the calendar
year in which the liability claims have arisen.
69. Entire Agreement. This Agreement and any attachments constitute the entire understanding
between the parties and supersedes all previous understandings, agreements, communications and
representations, whether written or oral, with respect to the sale of the deliverables.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
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3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Exhibit E
INSURANCE REQUIREMENTS
Contractor’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or brokers
to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon contract award, all insurance
requirements shall become contractual obligations, which the successful contractor
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified or
waived after proposal/bid opening unless a written exception has been submitted
with the proposal/bid. Contractor shall not commence any work or deliver
any material until he or she receives notification that the contract has been
accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees
and volunteers; or, the contractor shall procure a bond guaranteeing payment
of losses and related investigations, claim administration and defense
expenses.
Liability policies shall be endorsed to provide the following:
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o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and
that this insurance applies separately to each insured against whom
claim is made or suit is brought. The inclusion of more than one insured
shall not operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
Operations, Independent Contractors, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
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B. Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 Each Employee
Bodily Injury by Disease: $500,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract at a City facility,
has no employees and/or is operating as a sole owner and single operator,
CONTRACTOR shall provide a signed letter, with the current date, on official letterhead
stating such to meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR shall
provide a copy of its Certificate of Authority to Self-Insure from the Texas Department of
Insurance, Division of Workers’ Compensation Self Insurance Regulation Program,
evidence of alternative coverage and internal safety and injury coverage policies and
procedures.
C. Business Automobile Liability Insurance covering owned, hired, and non-
owned vehicles, with a minimum combined single limit for bodily injury (including
death) and property damage limit of $500,000.00 per occurrence.
NOTE:
a. If CONTRACTOR does not have owned, hired and non-owned
autos or vehicles and/or no autos or vehicles will not be used in
the performance of services under the contract, CONTRACTOR
shall provide a signed letter, with the current date, on official
letterhead stating such to meet the requirement for owned autos.
D. Professional Liability Insurance
If CONTRACTOR is a licensed or certified person who renders professional services,
then Professional Liability Insurance to provide coverage against any claim which
the CONTRACTOR becomes legally obligated to pay as damages arising out of the
performance of professional services caused by any negligent error, omission or
act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual
aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR,
the CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are consistent
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with industry standards. The Subcontractor’s liability insurance shall name
CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon request
and without expense, to receive copies of these certificates.
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Exhibit F
TURBO SMARTCARE AGREEMENT
VERSION 02/2025
1 | 34
Turbo SmartCare Agreement
between Accelleron US Inc.
1109 Howard Ave
Deer Park, TX 77536
and City of Denton
215 E McKinney St
Denton, TX 76201
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TURBO SMARTCARE AGREEMENT
VERSION 02/2025
2 | 34
CONTENTS
COVER LETTER 5
1. Parties ......................................................................................................................................................... 5
2. Objective and Scope ................................................................................................................................... 5
3. Options ........................................................................................................ Error! Bookmark not defined.
4. Fees and Expenses ...................................................................................................................................... 5
5. Invoicing Currency .................................................................................................................................... 6
6. Invoicing and Payment Terms ................................................................................................................... 6
7. Price Adjustment........................................................................................................................................ 6
8. Commencement Date ................................................................................................................................ 6
9. Term and Termination ............................................................................................................................... 6
10. Parts of the Agreement .............................................................................................................................. 7
APPENDIX 1 Definitions .......................................................................................................................................................... 9
1. Particular Definitions ................................................................................................................................. 9
2. Further Definitions .................................................................................................................................. 10
3. Interpretation ........................................................................................................................................... 10
APPENDIX 2 Installation List ................................................................................................................................................ 11
APPENDIX 3 Running Hours Notification Template ........................................................................................................... 13
APPENDIX 4 Service Description .......................................................................................................................................... 14
1. Services of Accelleron .............................................................................................................................. 14
2. Prerequisites for Turbo SmartCare Services ............................................................................................ 14
3. Exchange Units ............................................................................................ Error! Bookmark not defined.
4. Replacement of Turbochargers ................................................................................................................ 14
5. Removed Spare parts ................................................................................................................................ 15
6. Installation List ......................................................................................................................................... 15
7. General Exclusions ................................................................................................................................... 15
8. Original Spare Parts policy ...................................................................................................................... 16
9. Shipping .................................................................................................................................................... 17
10. Collaboration under this Agreement ....................................................................................................... 17
11. Customer Obligations relating to the Services ........................................................................................ 17
APPENDIX 5 Pricing and Invoicing ...................................................................................................................................... 19
1. Turbo SmartCare Fee ............................................................................................................................... 19
2. Rates and Prices for Supplementary Services.......................................................................................... 19
3. Handling and Packaging .......................................................................................................................... 19
4. Expenses ................................................................................................................................................... 19
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5. Currency Conversion ............................................................................................................................... 19
6. Tax, Customs, VAT .................................................................................................................................. 19
7. Invoicing and Default .............................................................................................................................. 19
APPENDIX 6 Digital Services ................................................................................................................................................. 21
1. Definitions ................................................................................................................................................ 21
2. Services ..................................................................................................................................................... 21
3. Prerequisites ............................................................................................................................................. 21
4. Exclusions ................................................................................................................................................. 22
5. Limitations ................................................................................................................................................ 22
6. Duration of Service Provision .................................................................................................................. 23
7. Non-Delivery of Turbocharger Data ....................................................................................................... 23
8. Usage of Turbocharger Data .................................................................................................................... 23
APPENDIX 7 AccelleronGeneral Terms and Conditions for Maintenance Services .............. Error! Bookmark not defined.
1. Definitions ................................................................................................................................................ 24
2. Subcontractors ............................................................................................. Error! Bookmark not defined.
3. Scheduling, delay ........................................................................................ Error! Bookmark not defined.
4. Free Issue Materials ..................................................................................... Error! Bookmark not defined.
5. Delivery terms, passing of Risk................................................................... Error! Bookmark not defined.
6. Acceptance Tests ......................................................................................... Error! Bookmark not defined.
7. Retention of Title ........................................................................................ Error! Bookmark not defined.
8. Customer Obligations relating to the Services ........................................... Error! Bookmark not defined.
9. Confidentiality ............................................................................................ Error! Bookmark not defined.
10. Technical Documents ................................................................................. Error! Bookmark not defined.
11. Intellectual Property ................................................................................... Error! Bookmark not defined.
12. Data Privacy and Data Collection............................................................... Error! Bookmark not defined.
13. Warranty ..................................................................................................... Error! Bookmark not defined.
14. Force Majeure .............................................................................................. Error! Bookmark not defined.
15. Limitation of Liability ................................................................................. Error! Bookmark not defined.
16. Non-OEM Spare Parts Warranty and Liability Exclusions ....................... Error! Bookmark not defined.
17. Export Control and Restricted use.............................................................. Error! Bookmark not defined.
18. Extraordinary Termination ......................................................................... Error! Bookmark not defined.
19. Change of Law ............................................................................................. Error! Bookmark not defined.
20. Various Provisions....................................................................................... Error! Bookmark not defined.
21. Applicable Law and Dispute resolution ..................................................... Error! Bookmark not defined.
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TURBO SMARTCARE AGREEMENT
VERSION 02/2025
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COVER LETTER
1. PARTIES
Customer Accelleron
Company: City of Denton Company: Accelleron US Inc.
Address: 215 E McKinney St Address: 1109 Howard Ave
Postal Code: 76201 Postal Code: 77536
City: Denton City: Deer Park
Country: USA Country: USA
Customer contact details Accelleron contact details
Name: Arthur Pando Name: Daniel De La Garza
E-Mail: Arthur.Pando@cityofden-
ton.com
E-Mail: Daniel.delagarza@accel-
leron-industries.com
Desk phone num-
ber:
940-349-8653 Desk phone number: 832-727-3088
Mobile phone
number:
575-263-3845 Mobile phone number: 832-727-3088
2. OBJECTIVE AND SCOPE
(a) Accelleron shall render the Turbo SmartCare Services as further specified in the Service Descrip-
tion (Appendix 4) for Turbochargers listed in the Installation List.
(b) The Customer shall pay to Accelleron the Fees for the Services, as provided for by this Agreement.
(c) Accelleron shall inform the Customer of any Scheduled Services at least 30 days prior to such
Scheduled Services being due.
3. FEES AND EXPENSES
(a) The Turbo SmartCare Fee is a recurring fee that is calculated based on Turbocharger-specific
Fixed Rate as set out in the agreement
(b) The Fixed Rate shall be the following:
Turbocharger Type Fixed Rate per Service Event (covering field+work-
shop+travel) per turbocharger
A175-M 99,879 CHF
(c) The Fixed Rate is subject to the Turbocharger Data being delivered by the Customer (see the Digi-
tal Services Appendix for details). Should the Customer not deliver the Turbocharger Data in ac-
cordance with this Agreement, then the Fixed Rate for the affected Turbocharger(s) will increase
as contemplated by Clause 7 of the Digital Services Appendix.
(d) The Fixed Rate include the following expenses and levies:
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VERSION 02/2025
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Expense/Tax/Levy/Duty type Included
VAT No
Other Taxes, stamp fees, customs duties No
Cost for transportation / insurance / tariffs
(closest international airport to Accelleron or to the site)
No
4. INVOICING CURRENCY
All Fees shall be invoiced in USD. If Fees are quoted in this Agreement in another currency, then the
conversion shall occur as set out in Appendix 5. The following institute's publications shall be used for
the conversion of currency as provided for by Clause 5 of Appendix 5 (tick the applicable box):
Bloomberg (https://www.bloomberg.com/markets/currencies)
5. INVOICING AND PAYMENT TERMS
(a) The Turbo SmartCare Fee shall be invoiced per event per turbocharger basis (the "Turbo Smart-
Care Fee Invoicing Period") in arrears.
(b) The Customer shall pay Accelleron's invoices within 30 days from their receipt.
6. PRICE ADJUSTMENT
The Turbo SmartCare Fee shall be adjusted according to the average price adjustment of the GSP. The
annual price increase shall not exceed 8%.
7. COMMENCEMENT DATE
The Turbo SmartCare Services will commence upon agreement start unless otherwise agreed upon by
the Parties in writing. As per the Service News No. 02/2025 issued by Accelleron, the services should
commence at the earliest convenience.
8. TERM AND TERMINATION
8.1 Term
This Agreement takes effect on the date it is signed by the Parties and is entered into for a fixed term
ending on the earlier of (i) all Turbochargers listed in the Installation List having reached their respec-
tive End Running Hours (ii) all Turbochargers listed in the Installation list having reached their respec-
tive End Starts Stops and (iii) 11/01/2030. The period between the effective date of this Agreement and
the date on which it terminates shall be referred to as the "Agreement Term".
8.2 Reserved. Extraordinary termination
8.2.1. Termination for payment default
Accelleron may, after having sent the Customer a final notice, terminate this entire Agreement if the
Customer is in uncured payment default for more than 30 days.
8.2.2. Termination for cause
Either Party may terminate this Agreement with immediate effect by sending a notice in writing
should the other Party be in material breach of Agreement and not remedy such breach (if curable)
within reasonable time after having been first notified of the breach by the non-breaching Party in
writing.
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9. PARTS OF THE AGREEMENT
(a) This Agreement consists of the following document, all of which form integral parts of this Agree-
ment. In case of conflicts between the various documents forming part of this Agreement, the fol-
lowing hierarchy shall apply (documents set out higher in the following list shall prevail over
documents set out lower):
the Cover Letter;
Appendix 1;
Appendix 2;
Appendix 3;
Appendix 4;
Appendix 5;
Appendix 6;
Appendix 7;
(b) Lower ranking documents may however deviate from higher-ranking documents (and prevail
over the higher-ranking documents) where:
the higher-ranking document explicitly provides for deviations in lower-ranking docu-
ments (e.g. by stating that a provision shall apply "unless otherwise agreed" or similar); or
the lower-ranking document explicitly refers to the provision of the higher-ranking docu-
ment which it aims to deviate from and explicitly states that it aims to deviate from such
provision.
(c) In case of conflict between terms set out in documents of the same hierarchy level, the terms set
out in the document agreed upon later than the other document(s) shall prevail (application of the
lex posterior rule). In particular, the newest Installation List executed by both Parties shall super-
sede all earlier versions of the Installation List.
(d) All Supplementary Services shall be subject to the terms and conditions of this Agreement.
(e) Any other terms and conditions of the Parties (other than the City Contract 8816 and exhibits at-
tached thereto and such named in this Agreement) shall not be applicable even if explicitly named
in an order or other communication between the Parties.
[Signatures on the following page]
SIGNATURES
Accelleron US, Inc.
__________________________ __________________________
Date Date
__________________________ __________________________
Name Name
__________________________ __________________________
Title Title
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__________________________ __________________________
Signature Signature
City of Denton
__________________________ __________________________
Date Date
__________________________ __________________________
Name Name
__________________________ __________________________
Title Title
__________________________ __________________________
Signature Signature
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APPENDIX 1
Definitions
1. PARTICULAR DEFINITIONS
In this Agreement, the following capitalized terms shall have the meanings set out next to them:
"Accelleron" has the meaning set out on the cover page.
"Agreement" means this Turbo SmartCare Agreement, including all Appendices thereto.
"Agreement Term" has the meaning assigned to such term in the Cover Letter.
"Cover Letter" means the section of this Agreement titled "Cover Letter".
"Covered Running Hours/Start Stops" means, for each Turbocharger listed in the Installation List, the
Running Hours/Starts Stops between (i) the Running Hours/Start Stops at the effective date of this
Agreement and (ii) the End Running Hours/Start Stops, it being understood that in any case.
"Customer" has the meaning set out on the cover page.
"Digital Services Appendix" means Appendix 7.
"End Running Hours/Starts Stops" means the Running Hours/Starts Stops up to which a Turbocharger
listed in the Installation List is covered by the Turbo SmartCare Services, as set out in the Installation
List for each specific Turbocharger.
"Fees" means the fees owed by the Customer under this Agreement.
"General Terms and Conditions" means the Accelleron's general terms and conditions for maintenance
services set out in Appendix 8.
"GSP" means the global sales prices for Accelleron products issued on a price list by Accelleron Swit-
zerland Ltd from time to time and available upon written request.
"Fixed Rate" means the fixed rate per service event named in the Cover Letter to be paid for each Ser-
vice Events.
"Installation List" means Appendix 2.
"Investigation Report" means a report issued by Accelleron identified by the investigation report num-
ber, which sets out the reason for the investigation, the investigation carried out, a description of dam-
ages found, a root cause analysis, and conclusions and recommendations.
"Party" means a Party to this Agreement.
“Quality Requirements” means all components of a Turbocharger (i) having been manufactured by or
under license of Accelleron (including previously ABB Schweiz AG, Turbocharging) and (ii) being in a
condition not worse than is reasonably to be expected, provided that the Turbocharger has been oper-
ated in accordance with the Operation Manual, given the Running Hours/Starts Stops of such Turbo-
charger at the relevant time.
"Site" means the installation site of a Turbocharger listed in the Installation List.
"Service Description" means Appendix 4.
"Services" means the services to be rendered by Accelleron under this Agreement.
"Start Running Hours" has the meaning assigned to such term in Clause 9.1(a) of the Service Descrip-
tion.
“Starts Stops” means a successful Engine Start with load increase above 20%
"Supplementary Services" means Services and Spare Parts that are not covered by the Turbo SmartCare
Fee set out in the Agreement and are invoiced separately on a time and materials basis.
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"Turbo SmartCare Fee" means the Fee to be paid for the Turbo SmartCare Services.
"Turbo SmartCare Services" means the Services rendered by Accelleron that are covered by the Turbo
SmartCare Fee, as further defined in the Service Description.
2. FURTHER DEFINITIONS
Further definitions are set out in the General Terms and Conditions and the Appendices.
3. INTERPRETATION
(a) Any term denoting the singular shall be interpreted to also denote the plural and vice versa.
(b) Any reference to a "Clause" shall be deemed to be a reference to a clause of the document in
which such reference is made unless the circumstances provide otherwise.
(c) Any reference to an "Appendix" shall be deemed to be a reference to an appendix of this Agree-
ment unless the circumstances provide otherwise.
(d) "Including" shall be deemed to mean "including (without limitation)".
*****
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APPENDIX 2
Installation List
Installation TC Serial Number TC Type
Expected TC Running
Hours/Starts Stops upon the
start of the Agreement Term
Expected annual
Running
Hours/Starts Stops
End Running
Hours/Starts Stops (to-
tal)
P.ST. Denton Energy Center HT567757 A175-M 12’321 / 3500 2,200 / 500 23’321 / 6000
P.ST. Denton Energy Center HT567695 A175-M 12’450 / to be filled 2,200 / to be filled 23’450 / to be filled
P.ST. Denton Energy Center HT567707 A175-M 11’906 / to be filled 2,200 / to be filled 22’906 / to be filled
P.ST. Denton Energy Center HT567336 A175-M 12’603 / to be filled 2,200 / to be filled 23’603 / to be filled
P.ST. Denton Energy Center HT567756 A175-M 12’321 / to be filled 2,200 / to be filled 23’321 / to be filled
P.ST. Denton Energy Center HT567706 A175-M 12’450 / to be filled 2,200 / to be filled 23’450 / to be filled
P.ST. Denton Energy Center HT567940 A175-M 12’550 / to be filled 2,200 / to be filled 23’550/ to be filled
P.ST. Denton Energy Center HT567692 A175-M 12’197 / to be filled 2,200 / to be filled 23’197 / to be filled
P.ST. Denton Energy Center HT567752 A175-M 11’906 / to be filled 2,200 / to be filled 22’906 / to be filled
P.ST. Denton Energy Center HT567694 A175-M 12’197/ to be filled 2,200 / to be filled 23’197 / to be filled
P.ST. Denton Energy Center HT567337 A175-M 12’603/ to be filled 2,200 / to be filled 23’603 / to be filled
P.ST. Denton Energy Center HT568296 A175-M 12’154 / to be filled 2,200 / to be filled 23’154 / to be filled
P.ST. Denton Energy Center HT567461 A175-M 12’437 / to be filled 2,200 / to be filled 23’437 / to be filled
P.ST. Denton Energy Center HT567593 A175-M 12’370/ to be filled 2,200 / to be filled 23’370 / to be filled
P.ST. Denton Energy Center HT568294 A175-M 12’824/ to be filled 2,200 / to be filled 23’824 / to be filled
P.ST. Denton Energy Center HT550199 A175-M 12’255/ to be filled 2,200 / to be filled 23’255 / to be filled
P.ST. Denton Energy Center HT568293 A175-M 12’824/ to be filled 2,200 / to be filled 23’824 / to be filled
P.ST. Denton Energy Center HT555457 A175-M 12’154/ to be filled 2,200 / to be filled 23’154 / to be filled
P.ST. Denton Energy Center HT568295 A175-M 12’154/ to be filled 2,200 / to be filled 23’154 / to be filled
P.ST. Denton Energy Center HT567574 A175-M 12’370/ to be filled 2,200 / to be filled 23’370 / to be filled
P.ST. Denton Energy Center HT567455 A175-M 12’437/ to be filled 2,200 / to be filled 23’437 / to be filled
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P.ST. Denton Energy Center HT568259 A175-M 12’550 / to be filled 2,200 / to be filled 23’550 / to be filled
P.ST. Denton Energy Center HT567534 A175-M 11’710 / to be filled 2,200 / to be filled 22’710 / to be filled
P.ST. Denton Energy Center HT567529 A175-M 11’710 / to be filled 2,200 / to be filled 22’710 / to be filled
Date: ______ Date: _____
Signed by Accelleron: Signed by Customer:
_________________ ________________ _________________ ________________
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APPENDIX 3
Running Hours / Start Stops Notification Template
Installation name Engine number and bank Turbocharger serial no. Reading date
[dd. mm. yyyy]
Engine Starts Stops Engine Running Hours
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APPENDIX 4
Service Description
1. SERVICES OF ACCELLERON
1.1 Turbo SmartCare Services
(a) As long as the Running Hours/Starts stops of a Turbocharger listed in the Installation List is
within its Covered Running Hours/Starts Stops, but in any case only within the Agreement Term,
Accelleron shall as part of the Turbo SmartCare Services render the following Services with re-
spect to such Turbocharger:
Accelleron shall manage and undertake all Scheduled Maintenance on the Turbocharger as
specified in this Agreement with a minimum and maximum of 48 service events; and
Accelleron shall undertake Corrective Services with respect to the Turbocharger, including
such that become necessary due to damage or breakdown of any SIKO Parts.
(b) The scope of the Turbo SmartCare Services includes all respective field, workshop labor and Spare
Parts and travel time and travel costs
1.2 Additional Services
Unless agreed otherwise on a case-by-case basis, all further Services shall be deemed Supplementary
Services.
2. PREREQUISITES FOR TURBO SMARTCARE SERVICES
(a) Accelleron will analyze the overall condition of each Turbocharger listed in the Installation List
during the first Scheduled Service that is undertaken with respect to such Turbocharger. The
same shall be true with respect to Turbochargers added to the Installation List in accordance with
Clause 5.1.1.
(b) Accelleron will inform the Customer as to the condition of the Turbocharger listed in the Installa-
tion List. If the state of all parts of the Turbocharger listed in the Installation List satisfy Accel-
leron's Quality Requirements, then such Turbocharger shall be covered by the Turbo SmartCare
Services.
(c) Should the state of certain parts not conform to Accelleron's Quality Requirements, then Accel-
leron shall inform the Customer accordingly, and the Customer shall have the following options:
the Customer has Accelleron replace the parts in question, it being understood that the re-
spective work and Products shall be Supplementary Services; or
the Customer elects not to replace the parts in question, in which case all Corrective Ser-
vices that become necessary due to the parts in question shall not be part of the Turbo
SmartCare Services but shall be Supplementary Services, and Accelleron shall have no lia-
bility whatsoever with respect to any breakdowns and incidents caused by the parts in
question.
(d) Any incidents and breakdowns that occur between Accelleron's notice pursuant to Clause 2(c)
and the replacement of the non-conforming parts shall not be covered by the Turbo SmartCare
Services, and any Corrective Services rendered with respect to the Turbocharger listed in the In-
stallation List shall be Supplementary Services. Accelleron shall have no liability whatsoever with
respect to any breakdowns and incidents occurring in such timeframe.
3. REPLACEMENT OF TURBOCHARGERS
In case of a replacement of a Turbocharger listed in the Installation List, the relevant Customer Turbo-
charger shall cease to be subject to the Turbo SmartCare service and shall be removed from the
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Installation List, and the replacement Turbocharger shall be inserted into the Installation List in its
stead, and shall henceforth be subject to the Turbo SmartCare Services.
4. REMOVED SPARE PARTS
Accelleron shall remove the Spare Parts replaced under this Agreement from the Site at Accelleron's
expense. The removed Spare Parts shall become the property of Accelleron. Accelleron shall bear the
costs and risk of transportation of all removed Spare Parts.
5. INSTALLATION LIST
5.1 Installation List
Appendix 2 sets out the list of Turbochargers covered by this Agreement. The Installation List may be
updated by the Parties upon mutual agreement in writing as specified in Clause 6.2 in the following
cases:
5.1.1. Adding of Turbochargers to the Installation List
In case additional Turbochargers are added to the Installation List the Fixed Rate will be recalculated
for the type of Turbocharger(s) added to the Installation list (which shall henceforth apply also to the
Turbochargers already included in the Installation List). Alternatively, Accelleron may at its discretion
offer to the Customer a separate Fixed Rate for the added Turbocharger(s). Upon agreeing thereon, Ac-
celleron shall update the Installation List pursuant to Clause 5.2.
5.1.2. Removal of Turbochargers from the Installation List
(a) The Customer may remove any Turbocharger(s) from the Installation List prior to such Turbo-
charger(s) having reached their End Running Hours/Starts Stops. Such removal shall be subject to
the payment of a cancellation fee, which shall be equal to the lower of (per removed Turbo-
charger):
the Turbo SmartCare Fee that the Customer would have had to pay for such removed Tur-
bocharger until it would have reached 2 service intervals.
the Turbo SmartCare Fee that the Customer would have had to pay, based on the annual
Fixed Rate set out in the Installation List for the respective Turbocharger, for one event.
5.2 Updating of Installation List
Accelleron shall maintain the Installation List and shall make the necessary amendments if Turbo-
chargers are added to or removed from the Installation List. Accelleron shall submit to the Customer
the amended, signed and dated Installation List for the Customer's signature, and the Customer shall
promptly sign and return to Accelleron such amended Installation List.
6. GENERAL EXCLUSIONS
(a) Any Services that become necessary due to any circumstance other than (i) faults in Accelleron-
original parts included in the Turbocharger listed in the Installation List that have not arisen due
to external circumstances, and (ii) faulty workmanship of Accelleron that has led to defects in the
Turbocharger listed in the Installation List, including (without limitation) any of the following
circumstances and Defects (as applicable), shall not be covered by the Turbo SmartCare Fee but
shall rather be Supplementary Services, and shall therefore be remunerated on a time and materi-
als basis:
operation in deviation from the Accelleron Operation Manual (e.g. cleaning not performed
according to Accelleron Operation Manual);
improper lubrication oil quality, supply, sealing and/or filtering, improper lubrication oil
drainage;
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improper venting;
foreign object damage;
exhaust gas temperatures caused by engine in excess of operating limits;
engine room fire or fire in the air ducts;
faults of the engine to which the Turbocharger is connected;
water or moisture in the engine room;
boiler and scrubber leakage;
usage of Non-Original Spare Parts;
exceeding of operational limits (according to rating plate, e.g. TC speed above nBmax,
TBmax);
repeated operation beyond surging line;
non-compliance with the applicable safety regulations or other legal standards by parties
other than Accelleron; and
premature wear on Turbocharger listed in the Installation List parts due to inadequate or
incorrect functioning of the engine related systems.
(b) Any Corrective Services due to any damage or breakdown resulting from any SIKO Parts not hav-
ing been replaced by the Customer when due is not part of the Turbo SmartCare Services, and ac-
cordingly, any such repair shall be Supplementary Services.
(c) No Services shall be owed by Accelleron with respect to any Turbocharger listed in the Installa-
tion List that:
has been serviced by, or which otherwise was manipulated or amended by, the Customer
or any third-party service provider; or
includes non-Original Spare Parts.
(d) The following Services, if requested by the Customer, shall not be covered by the Turbo Smart-
Care Fees and shall be invoiced as Supplementary Services:
replacement of non-Original Spare Parts; and
supply of classification certificates from recognized classification societies.
(e) Furthermore, Accelleron shall not owe any Services to the Customer if the Customer is in breach
of this Agreement.
(f) For the avoidance of doubt, no Services or compensation whatsoever are owed by Accelleron un-
der this Agreement for any equipment or other tangibles that are damaged due to a defect of the
Turbocharger listed in the Installation List.
7. ORIGINAL SPARE PARTS POLICY
Customer acknowledges the Quality Requirements and accepts that Accelleron shall have the right to
refuse the use or the installation of turbocharger parts other than Original Spare Parts.
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8. SHIPPING
9. PRODUCTS WILL BE SHIPPED ACCORDING TO THE TERMS OF CITY CONTRACT 8816. COL-
LABORATION UNDER THIS AGREEMENT
9.1 Exchange of information
Customer shall notify Accelleron of the current Running Hours and Start Stops of the Turbochargers
listed in the Installation List:
(a) on the date on which the Turbo SmartCare Services start with respect to the Turbocharger listed
in the Installation List (the "Start Running Hours" and “Start Start Stops”); and
(b) Every six months,
for each of which the Customer shall use the notification template set out in Appendix 3.
9.2 Planning of Services
(a) Accelleron shall inform the Customer when a Scheduled Service is due and shall provide details of
the planned maintenance, including, but not limited to, the necessity for cranes and other support
tools and time to perform the Services. The respective notice shall be delivered with the advance
notice set out in the Cover Letter.
(b) The timing of the Scheduled Services relating to a Turbocharger subject to Digital Services shall
be set by Accelleron in accordance with its respective recommendations as to service intervals
provided as part of the Digital Services. For Turbochargers not subject to Digital Services (includ-
ing such Turbochargers for which Turbocharger Data are not delivered by the Customer in ac-
cordance with the Digital Services Appendix), the service intervals set out the new operation
manual and Service News. No 02/2025 shall apply.
(c) Any incidents, failure, damage or breakdowns relating to a Turbocharger listed in the Installation
List resulting from Scheduled Services that have not been executed on schedule due to reasons
beyond Accelleron's control shall not be covered by the Turbo SmartCare Fee, and any Corrective
Services relating thereto shall be Supplementary Services.
(d) For clarity: The exchange intervals for SIKO Parts indicated on the Turbocharger rating plates re-
lating to the preventive exchange of SIKO Parts shall apply notwithstanding different service in-
tervals in accordance with Clause 9.2(b).
9.3 Investigation Report
Accelleron shall for each case of Corrective Services deliver to the Customer an Investigation Report.
Unless challenged by the Customer based on objective grounds within 10 days from receipt, the Inves-
tigation Report shall be binding for both Parties.
9.4 Documentation of Services
After each provision of Services, Accelleron shall deliver to the Customer a service report using the
standard Accelleron service report template.
10. CUSTOMER OBLIGATIONS RELATING TO THE SERVICES
(a) Customer shall notify Accelleron immediately after noticing a Turbocharger listed in the Installa-
tion List showing non-standard behavior including, but not limited to, unusual vibrations, unu-
sual noise and reduced power output of the engine.
(b) Customer shall operate and maintain the Turbochargers included in the Installation List according
to the Accelleron Operation Manual and strictly within the normal operation limits specified on
each Turbocharger rating plate.
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(c) Customer shall maintain all engine related systems in good working condition, especially non-
Accelleron air filtration systems.
(d) In the event of a Turbocharger breakdown or on Accelleron's specific request, Customer shall pro-
vide all necessary information and materials including (but not limited to) samples of used and
new lubrication oil, fuel oil samples or analyses, damaged Turbocharger parts, and engine opera-
tion data records such as engine load profile, Running Hours, Turbocharger air inlet temperature,
Turbocharger exhaust gas inlet temperature or mean exhaust gas temperature after cylinder, Tur-
bocharger speed, Turbocharger cleaning parameters. Accelleron shall be entitled to investigate the
damaged Turbocharger parts also by using destructive methods.
(e) Customer shall contract all services relating to the Turbochargers listed in the Installation List to
Accelleron only, except for regular checks and maintenance to be performed by the Customer
pursuant to the Accelleron Operation Manual.
(f) Customer shall give Accelleron written advance notice of at least fifteen (15) calendar days prior
to planned overhauls of the engines on which Turbochargers listed in the Installation List are in-
stalled.
(g) The Customer shall keep safe and in good working order all Spare Parts stored at any Customer
site.
*****
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APPENDIX 5
Pricing and Invoicing
1. TURBO SMARTCARE FEE
(a) The Customer shall owe Accelleron for the Turbo SmartCare Services a Turbo SmartCare Fee as
per fixed rate provided.
(b) The Turbo SmartCare Fee does not include the following efforts and costs, which shall be in-
voiced in addition to the Turbo SmartCare Fee:
cost of replacement parts for non-Original Spare Parts;
any other efforts and costs excluded in this Agreement;
2. RATES AND PRICES FOR SUPPLEMENTARY SERVICES
(a) In case of any Supplementary Services, Accelleron's transactional rates shall apply.
(b) All Products to be supplied by Accelleron in the context of Supplementary Services shall be in-
voiced at the prices set out in the GSP.
3. HANDLING AND PACKAGING
Handling and packaging necessary due to insufficient Customer packaging shall be additionally in-
voiced.
4. EXPENSES
(a) The Customer shall reimburse Accelleron for all expenses incurred, it being understood that the
following principles shall apply:
Expense type Principle
Hotels Included in the fixed rate
[<Meals>] Included in the fixed rate
[<Other living expenses>] Included in the fixed rate
Transit and travel ( > 50 km from closest Ac-
celleron service station )
Included in the fixed rate
5. CURRENCY CONVERSION RESERVED
6. TAX, CUSTOMS, VAT
6.1 Principle Reserved
7. INVOICING AND DEFAULT
7.1 Invoicing
(a) Unless otherwise set out herein, Accelleron will invoice its Products and Services after Service
provision or Product delivery, respectively.
(b) Accelleron shall issue all invoices to the Customer using the contact details set out in the Cover
Letter or otherwise notified to Accelleron.
(c) All invoices shall be paid within the payment period set out in the Cover Letter, calculated from
receipt of the invoice.
(d) Should the Customer require Accelleron to include a purchase order number or similar infor-
mation in its invoices, then the Customer shall promptly submit such information to Accelleron.
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For the avoidance of doubt, should the Customer not promptly provide such information, then
Accelleron shall create its invoice without such information, and the Customer shall have no right
to delay payment due to such missing information.
7.2 Default
(a) If the Customer exceeds the agreed periods of payment, it shall be liable, without reminder and
with reservation of the right to bring further claims, for interest at a rate depending on the terms
prevailing at Accelleron's domicile, but not less than 5 percent per annum. The contractual pay-
ment obligations remain in force.
(b) Accelleron may further suspend all Services if the Customer is in default with any payment. Ac-
celleron shall not be liable for any damages resulting from such suspension. The intervention with
respect to and repair of any breakdowns or damages to any Turbocharger listed in the Installation
List due to such suspension shall not be covered by the Turbo SmartCare Fee but shall be Supple-
mentary Services, it being understood that such services may be made subject to an advance pay-
ment.
*****
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APPENDIX 6
Digital Services
1. DEFINITIONS
"Digital Services" means the Services named in Clause 2.
"Turbocharger Data" has the meaning assigned to such term in Clause 3(a).
2. SERVICES
Accelleron shall under this Appendix render the following Digital Services with respect to the Turbo-
chargers included in the Installation List:
(a) analyze the Turbocharger Data provided by the Customer;
(b) notify the Customer, based on the Turbocharger Data delivered by the Customer, if Accelleron
has detected any anomalies in the Turbocharger Data;
(c) notify the Customer, based on the Turbocharger Data delivered by the Customer which service
interval is recommended for each Turbocharger.
3. PREREQUISITES
Accelleron shall only be obligated and able to render the Digital Services, or to render them in a timely
and complete fashion, with respect to any Turbocharger, if the following prerequisites are met:
(a) the Customer has provided to Accelleron the results of the factory acceptance test of the engine
which the respective Turbocharger is mounted to;
(b) the Customer provides to Accelleron the following data relating to the relevant Turbocharger and
the engine it is connected with (collectively, the "Turbocharger Data"):
Data point Unit Recommended
sampling rate
range
Category
Turbocharger rotor speed rps or rpm 1 - 10 s Mandatory
Turbine inlet temperature °C or K 1 - 10 s Mandatory
Turbine outlet temperature °C or K 1 - 10 s Mandatory
TC lube oil outlet temperature °C or K 1 - 10 s Mandatory
TC lube oil inlet temperature °C or K 1 - 10 s Mandatory
TC lube oil pressure bar or Pa 1 - 10 s Mandatory
Engine speed rps or rpm 1 - 10 s Mandatory
Engine load MW or % 1 - 10 s Mandatory
Intake receiver/Charge air pressure bar or Pa 1 - 10 s Mandatory
Active fuel oil (for dual fuel application) Binary - Mandatory
Active fuel gas (for dual fuel application) Binary - Mandatory
Start/Stop Cycles Number Daily Mandatory
Engine running hours hours - Mandatory
Compressor Inlet Temperature (or Ambient Temperature) °C or K 1 - 10 s Mandatory
Intake receiver/Charge air temperature °C or K 1 - 10 s Optional
Compressor Inlet Pressure (or Ambient Pressure) bar or Pa 1 - 10 s Optional
Turbine Outlet Pressure bar or Pa 1 - 10 s Optional
Exhaust Wastegate Position (only if applicable) % 1 - 10 s Optional
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A sampling rate for all signals in a range of 1 – 10 sec is preferred as it allows for more
detailed and concise analytics. A slower sampling rate up to 60 sec is acceptable.
(c) the Customer provides the Turbocharger Data in the following format, using the following
method and at the following intervals:
Data Delivery Format
Data Delivery Method
Data Delivery Interval
(d) the Turbocharger Data is delivered to Accelleron, in the reasonable opinion of Accelleron, in a
quality that allows the provision of the Digital Services, a respective check of which Accelleron
will undertake prior to taking up the Digital Services, the result of which Accelleron shall com-
municate to the Customer, it being understood that Accelleron shall notify the Customer
promptly upon recognizing missing, incomplete or unclear Turbocharger Data;
(e) the data exchange fulfils Accelleron's information and cybersecurity requirements;
4. EXCLUSIONS
(a) The Digital Services shall exclude any and all services not explicitly set out in Clause 2, including:
provision, delivery or installation of additional measurement or telecommunications de-
vices or any hard- or software (including cabling) whatsoever, including the upgrading or
replacement thereof; and
organization and payment of offshore-onshore connection on Customer's side.
(b) The Customer acknowledges and understands that any recommendations and notifications made
by Accelleron in the context of the Digital Services are only as good as the Turbocharger Data de-
livered by the Customer. Accelleron shall have no obligation to check, verify or otherwise assess
the correctness of the Turbocharger Data delivered by the Customer, and shall not be liable for
any damages (including damage to the relevant Turbocharger) due to analysis created or recom-
mendations made on the basis of incorrect or incomplete Turbocharger Data.
(c) Customer notes that all Accelleron recommendations are based on the Turbocharger Data deliv-
ered by the Customer, which are subject to measurement tolerance and may not fully accurately
reflect the status of the Turbocharger(s) from which the information has been collected. Accord-
ingly, the recommendations derived by Accelleron from the Turbocharger Data may not fully ac-
curately describe the status of the Turbocharger(s) and the actual operational performance may
differ therefrom and the outcome of data analysis. The recommendations shall be used as a means
of guidance and any decision based on the information provided by Accelleron is taken at Cus-
tomer's own risk.
(d) For the avoidance of doubt, Accelleron's recommendations do not contain any information relat-
ing to Turbocharger performance or aiming to improve Turbocharger performance.
5. LIMITATIONS
In case the Customer does not or not adequately or timely perform any of its obligations set out in this
Appendix or otherwise agreed in writing (including by e-mail), (i) any and all agreed deadlines which
are affected by the default shall be postponed accordingly; (ii) Accelleron shall have the right to in-
voice any and all additional efforts directly caused by, and cost incurred as a consequence of, the de-
fault on a time and materials basis; and (iii) Accelleron's liability for damages resulting from the post-
ponement of applicable timelines shall be excluded.
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6. DURATION OF SERVICE PROVISION
The Digital Services will be provided with respect to a Turbocharger in the Turbocharger List through-
out the respective TURBO SMARTCARE HOURS/STARTS STOPS, it being understood that the Digital Ser-
vices shall only be provided if, to the extent, and as long as the Turbocharger Data is regularly provided
by the Customer.
7. NON-DELIVERY OF TURBOCHARGER DATA
The Fixed Rate for a Turbocharger set out in this Turbo SmartCare Agreement has been calculated
based on the Turbocharger Data being delivered by the Customer at the agreed intervals and from the
beginning of the Agreement. Should the Customer not deliver the Turbocharger Data as agreed due to
reasons not set by Accelleron, then, after having notified the Customer and having granted the Cus-
tomer a reasonable curing period of not less than 90 days, Accelleron shall have the right to increase
the Fixed Rate for the respective Turbocharger(s) by 25% with effect as from the date the aforemen-
tioned curing period has lapsed.
8. USAGE OF TURBOCHARGER DATA
(a) Other than:
the rights granted in Clause 8(b) below, Accelleron acquires no right, title or interest in any
Turbocharger Data; and
as allowed by clauses 8(b) below, Accelleron shall keep confidential all Turbocharger Data.
(b) The Customer grants Accelleron and all Accelleron Affiliates, and any third party who acts on
behalf of Accelleron or any Accelleron Affiliates the world-wide, perpetual and non-exclusive
right to use, collect, store, aggregate, analyze or otherwise use Turbocharger Data, free of charge.
Turbocharger Data may be used (without limitation) to (i) provide and maintain its services, (ii)
develop, improve, invent, market and sell, lease, license or otherwise make available existing or
new technologies, products, services and software. All developments, inventions and improve-
ments (including all resulting intellectual property rights) shall be exclusively owned by Accel-
leron. Accelleron has the right to transfer, including, without limitation, across country borders,
such data and information to any Accelleron Affiliate or to third parties who act on Accelleron's
or any Accelleron Affiliate's behalf. In addition, Accelleron shall have the right to use Turbo-
charger Data for benchmarking purposes if and to the extent such Turbocharger Data is anony-
mized or non-confidential.
(c) Accelleron has established and maintains a formal information and cybersecurity program which
includes commercially reasonable technical and organizational measures to protect Turbocharger
Data against security breaches, accidental or unlawful destruction, loss, alteration, and unauthor-
ized disclosure of, or access to Turbocharger Data. Except to the extent explicitly specified other-
wise in the Agreement, it is solely the Customer's responsibility to establish and maintain the se-
curity of its systems, hardware and software, in particular those that directly or indirectly connect
to Accelleron's systems in connection with this Agreement.
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APPENDIX 7
Accelleron Turbocharging General Terms and Conditions for Maintenance Services
1. GENERAL
1.1 These General Terms and Conditions (“GTC”), as amended or supplemented from time to time,
apply to all Services and connected sales of Original Spare Parts, SIKO Parts, Replacement Units or
Exchange Units (as the case may be or collectively “Products”) by a member of the Accelleron Group
designated in the Agreement as the contracting party providing Services and/or supplying Products
(“Accelleron”) to the company designated in the Agreement to whom Accelleron provides the Services
and/or supplies the Products (“Customer”), and they shall form an integral part of the respective
agreement between Customer and Accelleron in any written form (“Agreement”). The Agreement shall
be deemed to have been entered into upon receipt of Accelleron’s written acknowledgement stating
acceptance of an order (“Order Acknowledgement”). Once accepted by Accelleron, orders placed can-
not be cancelled or modified by the Customer without Accelleron’s written consent. Tenders which do
not stipulate an acceptance period shall not be binding.
1.2 These GTC shall be binding if declared applicable in the tender or in the Order Acknowledgement.
Any conditions stipulated by the Customer which are in contradiction to these GTC shall only be valid if
expressly acknowledged by Accelleron in writing.
1.3 All agreements and legally relevant declarations of the contracting parties must be in writing to be
valid. However, the contracting parties acknowledge electronic signature (e.g. Adobe Sign, DocuSign
or similar which ensure identification of the issuer and the integrity of the document) applied by au-
thorized persons, to be sufficient and binding for entering into the Agreement and for any documents
related to the Agreement, including, without limitation, documents for which the Agreement requires
written form or which require to be signed by the contracting parties.
1.4 Should a provision of these GTC prove to be invalid in full or in part, the contracting parties shall
replace such provision by a new one that is as close as possible to the legal and economic effect of the
invalid provision.
1.5 Reserved.
1.6 All quotations are valid for 30 days from the date thereof unless otherwise specified. Thereafter,
Accelleron shall not be bound to any quotations.
1.7 Accelleron may use subcontractors for the provision of its Services and shall remain fully responsi-
ble for the actions and omissions of its subcontractors as if they were its own.
2. DEFINITIONS
The following terms shall have the following meanings either in these GTC and/or the Agreement:
“Accelleron”: The Affiliate of the Accelleron Group, designated in the Agreement or order
as the contracting party providing the Services and/or Products to the Customer.
"Affiliate" means any entity, whether incorporated or not, that is controlled by, controls, or
is under common control with the respective Party, whereby control means the power to di-
rect management of the entity, whether through the exercise of voting rights, by contract or
otherwise.
"Corrective Services" means maintenance Services that become necessary due to an incident relat-
ing to or a breakdown of a Turbocharger.
"CPEX Part" means any reconditioned part to be exchanged for reconditionable Customer-held parts
as part of the Customer Part Exchange program.
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“Customer”: The company designated in the Agreement or order as the party receiving the Services
or Products.
"Documents" means all designs, drawings, plans, diagrams, deliverables, documents, software and
the like in any form and media provided by Accelleron to the Customer under the Agreement.
"Exchange Unit" means either a complete Turbocharger or a cartridge or a rotor of a Turbocharger
to be installed on the engine during the maintenance of the originally installed equipment.
"GSP" means the global sales prices for Accelleron products issued on a price list by Accelleron Swit-
zerland Ltd from time to time and available upon written request.
"GTC" means these general terms and conditions.
"Operation Manual" means the official manufacturer's operation manual relating to the Turbo-
charger in question issued by Accelleron (including previously ABB Turbocharging)
"Original Spare Part(s)" or "Spare Part(s)" means a single or assembled part for a Turbocharger,
or special tool or equipment, manufactured by or under license of Accelleron (including previously ABB
Turbocharging).
"Overhaul" or "OH" means a standard overhaul of a Turbocharger executed by Accelleron, consist-
ing of labor and material for (i) the dismantling and inspection of the Turbocharger, and (ii) any nec-
essary replacement of parts, all in accordance with the instructions for regular maintenance of the
Turbocharger pursuant to the respective Operation Manual.
"Product" means Original Spare Parts, SIKO Parts, Replacement Unit and Exchange Units.
"Replacement Unit" means Turbochargers ordered by the Customer for the replacement of a Turbo-
charger of the same specification after the commissioning of the engine.
"Running Hour/Start Stop" means an hour / a start stop during which a Turbocharger, installed on
an engine, is supplying compressed air for such engine, regardless of the load on the engine. The
source of the Running Hour /Start Stops information is the engine running hour / start stop counter.
"Services" means, any and all services rendered by Accelleron, as defined in the Agreement or order.
"Scheduled Service" means regular maintenance to be performed on a Turbocharger in accordance
with the respective Operation Manual necessary to ensure its proper operation. The term "Scheduled
Service" includes the related Services. The term "Scheduled Service" shall exclude any and all Correc-
tive Services. For the sake of clarity, the term "Scheduled Service" shall not include any maintenance
or Spare Parts for washing devices (cleaning units, valve units and pipelines), filter silencers and Tur-
bocharger insulations.
"Service Station" means one of the Accelleron turbocharger service stations worldwide. The Service
Station is equipped with the necessary tools and equipment to execute all Turbocharger-related ser-
vices.
"SIKO Parts" means all rotating parts of a Turbocharger, particularly blades, shafts, and compressor
wheels. "SIKO" is short for "Sicherheitskonzept", i.e. "safety concept". Exchange intervals for SIKO
Parts are indicated on the Turbocharger rating plates and refer to the preventive exchange of SIKO
Parts.
"Turbocharger" means a turbocharger made by or under license of Accelleron Group including Accel-
leron Switzerland Ltd, Baden, Switzerland (and including previously ABB Turbocharging). Where used
in these GTC, "Turbochargers" means the Turbochargers subject to the Agreement unless the context
provides otherwise.
3. SCHEDULING, DELAY
3.1 All ordered Products and Services are to be delivered and undertaken, respectively, within the
timeframes agreed for such deliveries or work, respectively, between the Parties in writing.
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3.2 Shipping dates are quoted based on conditions prevailing on the date of the quotation. In no event
shall any order of the Customer or Agreement for the delivery of Products or parts be subject to can-
cellation by Customer as a result of delays in delivery or for any other cause, except by mutual written
agreement.
3.3 The Customer shall have no right to claim damages for late shipment unless deadlines were ex-
plicitly agreed in writing as binding. In case of delays with respect to binding deadlines agreed be-
tween the parties solely caused by Accelleron, Accelleron shall be liable to the Customer for the direct
damages resulting therefrom, subject to the limitation on liability set out herein. The foregoing shall
be the sole remedy of the Customer in such case.
3.4 If delivery is delayed by the Customer, Turbochargers and/or Original Spare Parts held for the
Customer by Accelleron shall be subject to storage charges and shall be at the risk and expense of
Customer, any other provision herein notwithstanding.
4. FREE ISSUE MATERIALS
4.1 Accelleron shall not be liable for any defects or deficiencies in free issue materials (i.e. all materi-
als, consumables and parts, information and documentation to be used for the purposes of the provi-
sion of the Services) provided by the Customer, if any, and the Customer agrees to pay Accelleron for
any Services which must be repeated, or any materials replaced or repaired due to defects or deficien-
cies discovered in the free issue materials, and for any additional costs incurred as a consequence of
(i) the defects or deficiencies discovered in the free issue materials and/or (ii) the delays in the receipt
of such free issue materials. In the event that the Services cannot be performed as scheduled due to
delays in the receipt of free issue materials and/or due to defects or deficiencies discovered in the free
issue materials, any agreed timelines will be extended by the duration of the effect of the delays.
5. DELIVERY TERMS, PASSING OF RISK
5.1 Reserved.
5.2 Reserved.
6. ACCEPTANCE TESTS
6.1 Acceptance tests with respect to the work results of Services shall be undertaken directly after the
completion of the respective Services. The Customer shall immediately notify to Accelleron any defi-
ciencies found, and Accelleron shall promptly correct such deficiencies.
6.2 Any work results shall be deemed accepted upon the usage thereof by the Customer at the latest.
7. RETENTION OF TITLE
7.1 All parts provided by Accelleron shall remain Accelleron's sole property until the respective fees
have been fully paid.
8. CUSTOMER OBLIGATIONS RELATING TO THE SERVICES
8.1 The Customer shall in a timely and complete fashion, and at its own cost, provide all access and
information required for Accelleron to render its Services, including:
Provision of good and continuous accessibility, including necessary permits, to the Turbochargers, to
onboard and alongside lifting devices, to good passageway for transporting of tools, materials and
parts to and from the engine room, and to all cranes, rigging, tools, launch services and such other
facilities or assistance to enable Accelleron to efficiently perform the Services.
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Provision of all fuel, lubricating oil, water, electric power, and other supplies and utilities that may be
required in connection with the Services.
Preparation of the Service-related working areas. Required scaffolds, working platforms, crane run-
ways, etc. shall be provided by Customer.
Execution of all documents as reasonably required by Accelleron in connection with the Services prior
to commencement of the Services.
8.2 The Customer shall provide a safe working environment as per clause 18.
8.3 The Customer shall be responsible for the proper packaging of any Customer-packaged materials.
8.4 In case the Customer does not or not adequately or timely perform any of its obligations set out in
the Agreement or otherwise agreed in writing (including by e-mail), any and all agreed deadlines
which are affected by the default shall be postponed accordingly. In this case:
-Accelleron shall have the right to suspend its Services and delivery of Products;
-Accelleron shall have the right to invoice any and all additional efforts directly caused by, and
cost incurred as a consequence of, the default on a time and materials basis; and
-Accelleron's liability for damages resulting from the postponement of applicable timelines
shall be excluded.
9. CONFIDENTIALITY
9.1 Each Party shall keep confidential any and all confidential information received from the other
Party that is clearly marked Confidential ("Confidential Information"). In particular, any and all pricing
information transmitted to the Customer shall be deemed Confidential Information of Accelleron. Ac-
celleron acknowledges that Customer must strictly comply with the Public Information Act, Chapter
552, Texas Government Code in responding to any request for public information related to this
Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of
such material claimed by Acceleron to be proprietary must be clearly marked as such. Determination
of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and
Texas Government Code.
9.2 Any information that is or has become publicly available without any breach of the foregoing confi-
dentiality obligation by any of the Parties shall not constitute Confidential Information.
9.3 Each Party shall have the right to disclose Confidential Information if so required by law. In a case
of a disclosure required by law, the relevant Party shall notify the other Party as early as possible of a
pending disclosure, so that the other Party may take any steps necessary to safeguard its Confidential
Information, provided that the disclosing Party is not prohibited by law to make such notification.
9.4 The obligations set out in this clause 9 shall remain in force for three years after the termination
of the Agreement.
10. TERMS OF PAYMENT
10.1 Payments shall be made by the Customer at Accelleron’s domicile according to the agreed terms
of payment, without any deduction for cash discount, expenses, levies, fees, or duties.
10.2 Unless otherwise stipulated by the Parties, all fees and prices are in Swiss francs and payments
shall be made in full against invoice no later than 30 days after invoice date. Payments shall not be
deemed to have been effected before Accelleron's account has been fully irrevocably credited.
10.3 If payment by bills of exchange or letter of credit is agreed, the Customer shall pay the cost of
discounting such bills, bill of exchange taxes and collection charges and the cost of opening, notifying
and confirming the letter of credit.
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10.4 If the Customer exceeds the agreed periods of payment, it shall be liable, without reminder and
with reservation of the right to bring further claims, for interest at a rate depending on the terms pre-
vailing at Accelleron's domicile, but not less than five percent (5%) per annum. The contractual pay-
ment obligations remain in force.
10.5 Upon a payment default by the Customer in the form of non-payment, incomplete payment or
late payment, Accelleron shall be entitled to interrupt the Service or the delivery of the Spare Parts
and/or rescind the Contract.
10.6 In case that part of the invoice for the Services performed is under dispute, Accelleron shall have
the right to receive payment for the portion of such invoice accepted by Customer.
11. INTELLECTUAL PROPERTY
11.1 Accelleron retains ownership of all intellectual property rights in all designs, drawings, plans, dia-
grams, deliverables, documents, software and the like in any form and media (“Documents”) provided
by Accelleron to the Customer under the Agreement. The Customer acknowledges Accelleron's owner-
ship rights in the Documents and must not make such Documents available to any third Party, either
in whole or in part, nor use them for any purpose other than to make use of the Services and work
results and for the operation of any Turbocharger covered by the Agreement without the express prior
written consent of Accelleron. The confidentiality and non-use obligations set out in this paragraph do
not apply to Documents, which a) are in the public domain at the time of receipt; b) are already
known to the Customer at the time of receipt; c) have been lawfully received by the Customer from a
third Party without similar restrictions; or d) have been developed by the Customer independently
from the information received. Technical Documents shall serve only as an approximate indication un-
less they have been specified as binding.
11.2 If the Services and/or Products provided by Accelleron include software, the Customer is granted
a non-exclusive right of use of the software together with the delivery item, unless otherwise agreed.
The Customer is not entitled to copy (except for archival purposes, troubleshooting or to replace faulty
data carriers) or to edit the software. In particular, the Customer may not disassemble, decompile,
decrypt or reverse engineer the software without the prior written consent of Accelleron. In case of
infringement, Accelleron may withdraw the right of use. For third-party software, the conditions of use
of the licensor apply, and the licensor, as well as Accelleron, may also assert a claim in the event of
infringement.
12. DATA PRIVACY AND DATA COLLECTION
12.1 Each Party shall comply with all applicable data protection laws and regulations and agrees not to
withhold or delay its consent to any changes to applicable contract provisions necessary in order to
comply with applicable data protection laws and regulations and/or with guidelines and order from any
competent authority. The Parties acknowledge that the processing of personal data may require the
conclusion of additional data processing/protection agreements. A Party shall, upon request of the
other Party, promptly enter into any such agreement(s) as required by mandatory law or a competent
authority.
12.2 Other than the rights contractually conferred, Accelleron acquires no right, title or interest in any
Customer owned or licensed information and data provided by or on behalf of Customer to Accelleron
in connection with the Services ("Customer Data").
12.3 The Customer grants Accelleron and all Accelleron Affiliates, and any third party who acts on be-
half of Accelleron or any Accelleron Affiliate the world-wide, perpetual and non-exclusive right to use,
collect, store, aggregate, analyze or otherwise use Customer Data, free of charge, including (without
limitation) (i) all data and information generated or gathered by any embedded sensors and SCADA
devices in any Turbocharger and (ii) all data and information relating to any Turbocharger delivered to
Accelleron by the Customer under the Agreement. Customer Data may be used (without limitation) to
(i) provide and maintain its services, (ii) develop, improve, invent, market and sell, lease, license or
otherwise make available existing or new technologies, products, services and software. All
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developments, inventions and improvements (including all resulting intellectual property rights) shall
be exclusively owned by Accelleron. Accelleron has the right to transfer, including, without limitation,
across country borders, such data and information to any Accelleron Affiliate or to third parties who
act on Accelleron's or any Accelleron Affiliate's behalf. In addition, Accelleron shall have the right to
use Customer Data for benchmarking purposes if and to the extent such Customer Data is anony-
mized or non-confidential.
12.4 Accelleron has established and maintains a formal information and cybersecurity program which
includes commercially reasonable technical and organizational measures to protect Customer Data
against security breaches, accidental or unlawful destruction, loss, alteration, and unauthorized disclo-
sure of, or access to Customer Data. Except to the extent explicitly specified otherwise in the Agree-
ment, it is solely the Customer's responsibility to establish and maintain the security of its systems,
hardware and software, in particular those that directly or indirectly connect to Accelleron's systems in
connection with the Agreement.
13. WARRANTY
13.1 Accelleron warrants that the Services are performed with reasonable skill and care and if the Ser-
vices include delivery of Spare Parts by Accelleron that the Spare Parts are free from defects in mate-
rials and workmanship.
13.2 If defects in the Services (excluding Spare Parts) are revealed within a period of six (6) months
of completion of Services or, in case of delivery of Spare Parts, within twelve (12) months from the
delivery of such Spare Parts, and provided that the Customer promptly upon occurrence of defects no-
tifies Accelleron in writing by specifying the defects within the said time, Accelleron shall re-perform
Services and in case of Accelleron-supplied Spare Parts repair or replace the defective part (it being
understood that the decision of whether to repair or replace a Spare Part shall be at Accelleron's sole
discretion).
13.3 Accelleron's sole responsibility relating to defects in the Services is such re-performance and,
with respect to defective Accelleron-supplied Spare Parts, the repair or replacement thereof without
charge to Customer by delivery any such replacement part as set forth in City Contract 8816
13.4 Where a defect is remedied under the warranty above, such Service is re-warranted subject to
an overall limit of twelve (12) months from the performance of the initial Service or twenty-four (24)
months from the delivery of the first defective Spare Parts. The original warranty period shall not oth-
erwise be extended.
13.5 Accelleron reserves the right to require that the Customer returns the defective Spare Part to Ac-
celleron (nearest Accelleron Service Station) to enable Accelleron to provide the warranty Service.
13.6 This warranty does not apply to, and Accelleron is not liable for making good or compensating for
any damage, arising from:
-defective services.
-non-Original Spare Parts.
-any defects caused by the Customer or a third party.
-defects or damage due to circumstances for which Accelleron is not responsible, including but not
limited to: faulty maintenance; non-compliance with operating and maintenance manuals; excessive
strain, assembly; works or activities not performed by Accelleron (even if based on or related to ad-
vice given by Accelleron); improper storage; misuse in its application; abuse; accident; alteration or
repair by anyone other than engineers authorized by Accelleron; improper maintenance or failure to
observe operating instructions; or Customer not having immediately taken appropriate steps (such as
discontinuing use of the Turbocharger and/or Spare Part) to prevent the defect from being aggravated
or resulting in damage to other parts upon discovery of a defect.
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-Any Turbocharger and/or Original Spare Part which exceeds the original equipment manufacturer's
recommended useful life shall also be excluded from the warranty.
-Accelleron reserves the right to check and investigate any claim made by Customer that a defect in a
Turbocharger and/or Spare Part exists before taking any steps to correct such defect.
-Costs of travelling, accommodation, daily allowance, shipping, customs and duties and any other
costs related to warranty claims shall be paid by the Customer. Any Spare Part or Turbocharger units
replaced under the Agreement shall become the property of Accelleron. Customer shall provide free
and clear access to the Turbocharger and/or Spare Parts without cost to Accelleron.
-The warranties set out in this clause 13 are exclusive and in lieu of all other written, implied or oral
and all other warranties, covenants and representations including without limitation implied warranties
of merchantability or fitness for a particular purpose, which are hereby disclaimed. Notwithstanding
anything in the Agreement to the contrary, the remedies stated in this clause 13 constitute the Cus-
tomer’s exclusive remedies with regard to quality and performance of the Services and for any breach
of warranty, covenant or representation and Accelleron's entire liability for any breach of warranty.
14. FORCE MAJEURE
14.1 Accelleron shall not be liable to the Customer for damages arising as a consequence of Force
Majeure Events. If Accelleron is unable to perform its obligations under the Agreement due to a Force
Majeure Event, the performance of such obligation shall be postponed until the Force Majeure Event
ceases to exist, but Customer shall pay Accelleron for the Services and Products provided until the
date when the event of Force Majeure started.
14.2 For the purpose of this clause 14, "Force Majeure Events" means any event or circumstance be-
yond the reasonable control of Accelleron such as industrial disputes, actions of terrorists or threat of
terrorism, acts of war (whether declared or undeclared), blockade, piracy, civil commotion, fire, em-
bargo, epidemics, pandemics, extensive military mobilization, insurrection, natural catastrophes,
strikes and/or other organized work stoppage, whether local or industry wide, governmental acts and
orders (whether legal or not), revolution, requisition, riot, seizure, storm, volcanic activity, flood,
lightning, landslide, drought, whirlwind, and any other natural disaster or adverse climatic or sea con-
ditions, obsolescence of parts, restrictions in the use of power and defects or delays in deliveries or
work by sub-contractors caused by any such events or circumstances referred to in this paragraph.
14.3 Accelleron's travel policy is updated from time to time. Any restrictions in travel, as set out in ap-
plicable travel guidelines in Accelleron, or any acts of authority whether lawful or unlawful, that affects
Accelleron's ability to perform the Services, shall be deemed as Force Majeure Events.
14.4 Accelleron shall be entitled to recover from the Customer its reasonable costs arising as a result
of any Force Majeure event occurring in the sphere of risk of the Customer, provided always that Ac-
celleron is under a duty to take reasonable action to mitigate such costs.
14.5 Should the Force Majeure Event continue for more than three months, then Accelleron may ter-
minate the Agreement without adhering to any notice period and without liability for any damages re-
sulting therefrom.
14.6 Reserved. .
15. LIMITATION OF LIABILITY
15.1 Notwithstanding anything to the contrary contained in the Agreement and these GTC:
-Accelleron, its Affiliates, and all employees, officers and agents of Accelleron and its Affiliates shall in
no event be liable for consequential or indirect damages, including loss of production, loss of earnings,
loss of profit, loss of use, loss of contracts, costs or losses due to pollution, costs of capital or costs
connected with interruption of operation, loss of anticipated savings, loss or corruption of data.
-Accelleron's (including its Affiliates' and all of Accelleron/Accelleron Affiliates employees', officers' and
agents') total liability in respect of any and all claims for damages or losses which may arise in
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
TURBO LIFECYCLECARE AGREEMENT
VERSION 01/2025
31 | 34
connection with Accelleron's performance or non-performance, whether as a result of breach of con-
tract, warranty, guarantee, tort, negligence, strict liability or otherwise, shall in no event exceed
100% of the amounts paid by the Customer for the Services in respect of the relevant Turbocharger
covered by the Agreement in the course of which the liability claims have arisen, and a total of 50% of
cumulated total amounts paid by the Customer under or in connection with the Agreement (as appli-
cable) in the calendar year in which the liability claims have arisen15.2 The limitation of Accelleron's
liability according to this clause 15 shall not apply with respect to gross negligence or willful miscon-
duct by Accelleron or as far as in conflict with mandatory law.
16. NON-OEM SPARE PARTS WARRANTY AND LIABILITY EXCLUSIONS
16.1 Notwithstanding any provision in the Agreement and these GTC to the contrary, in no event shall
Accelleron be liable for any damages, whether direct or indirect, arising out of or resulting from cus-
tomer’s use of non-Original Spare Parts on a Turbocharger.
16.2 If Accelleron discovers any such non-Original Spare Parts on a Turbocharger, Accelleron will rec-
ommend replacement of such non-Original Spare Parts with Original Spare Parts. If such recommen-
dation is not followed, then notwithstanding Clause 13 ("Warranty") above, no warranty shall be given
for any Services or Original Spare Parts provided by Accelleron as part of such Services relating to
such Turbocharger.
17. EXPORT CONTROL AND RESTRICTED USE
17.1 The Customer acknowledges that turbochargers, turbocharger parts, technology, software and/or
services may be subject to domestic and/or foreign statutory provisions and regulations regarding ex-
port control and, without export or re-export authorizations from the competent authorities, may not
be sold, leased or otherwise transferred or used for a purpose other than that agreed upon. The Cus-
tomer agrees to comply with such provisions and regulations. The Customer acknowledges that such
provisions and regulations may change and are applicable to the Agreement according to the wording
valid at the time.
17.2 Turbochargers, turbocharger parts, technology, software and/or services delivered by Accelleron
may neither directly nor indirectly be used in any way in connection with the design, production, use
or storage of chemical, biological or nuclear weapons or carrier systems. They may also not be used
for military or nuclear applications without Accelleron's prior written consent.
17.3 Turbocharger, turbocharger parts, technology, software and/or services may additionally be sub-
ject to Accelleron’s internal policies regarding doing business in certain countries/regions.
17.4 Accelleron is entitled to reject orders and is not be obliged to deliver in the case such transac-
tions are in conflict with such policies.
18. HEALTH AND SAFETY
18.1 To the extent Accelleron provides Services at any site under the care, custody or control of Cus-
tomer, Customer shall identify any potential health and safety hazard at site and shall at all times
maintain healthy and safe working conditions at such site for Accelleron’s personnel to perform the
Services, in line with local and international rules & regulations and relevant codes of practice related
to occupational health and safety. This includes, without limitation, implementing appropriate policies
and procedures regarding safe working order of lifting equipment like cranes, hoists and rails, hazard-
ous materials, electrical safety, control of hazardous energy working at heights, confined space entry,
machine guarding, lifting loads, energization and de-energization of power systems (electrical, me-
chanical and hydraulic), the whole using safe and effective industry practices. Customer shall timely
advise Accelleron’s personnel in writing of all applicable site-specific health, safety, security and envi-
ronmental requirements and procedures, and provide Accelleron's personnel with any specific protec-
tion required for the site, other than Accelleron's usually available safety protection. If there are multi-
ple contractors and/or service providers providing services and work, Customer shall establish a
health and safety management plan and a clear hierarchy of responsibilities related to health and
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
TURBO LIFECYCLECARE AGREEMENT
VERSION 01/2025
32 | 34
safety management between all parties. Customer's safety officer/supervisor or equivalent shall be
promptly available upon Accelleron's request when the Services are being performed.
18.2 Accelleron shall comply with the health and safety policies and procedures communicated by
Customer for the site, applicable laws and regulations and similar Accelleron’s policies and procedures,
it being understood that the more stringent mandatory health and safety policies and procedure shall
be applied. Without limiting Customer's responsibilities under this clause, Accelleron has the right but
not the obligation to, from time to time, review and inspect applicable health, safety, security and en-
vironmental documentation, procedures and conditions at the site.
18.3 Accelleron's personnel will conduct an assessment at the Customer's premises to ensure compli-
ance with Accelleron’s health and safety standards. If, in Accelleron's reasonable opinion, the health,
safety or security of personnel or the site is or may be imperiled by security risks or threats, the pres-
ence of or threat of exposure to hazardous materials or unhealthy or unsafe working conditions, Accel-
leron may, in addition to other rights or remedies available to it, evacuate some or all of its personnel
from site, suspend performance of all or any part of the Services hereunder, and/or remotely perform
or supervise work, in which case and to the extent allowed by Texas law without waiving any applica-
ble immunities Accelleron shall be indemnified by Customer for any costs or delays arising out thereof.
Accelleron shall give Customer written notice describing the basis for such claim and a good faith esti-
mate of the amounts to be claimed prior to incurring such costs to the extent practicable, and in any
event within a reasonable time after such costs are known or reasonably determinable.
18.4 Customer shall notify emergency services should any of Accelleron's personnel suffer an accident
or become ill while at the Customer's premises
19. TERMINATION
19.1 The Agreement may be terminated by either Party without adhering to any notice period if the
other Party ceases or threatens to cease carrying on its business, becomes insolvent, files for or is
otherwise subject to bankruptcy or insolvency proceedings, has its assets seized or encumbered due
to debt enforcement proceedings, enters into negotiations with its creditors for composition or similar
arrangements or is subject to a receivership.
19.2 The Parties may terminate the Agreement by mutual written agreement at any time.
19.3 Accelleron shall have the right, at its sole discretion, to terminate the Agreement or order by giv-
ing written notification to Customer of such decision, in the following cases:
-Impossibility of performance, for any cause, not attributable to the gross negligence of Accelleron.
-Breach of the Agreement by the Customer, including default in payments.
-When an event of force majeure prevents Accelleron to perform its obligations under the Agreement
for more than six (6) months.
20. CHANGE OF LAW
20.1 If, after the effective date of the Agreement, by reason of any adoption of or change in law, ordi-
nances, statutes, rules, regulations, treaties, orders or decrees (including changes to tax laws), or
change in the interpretation or administration thereof, that makes the performance by Accelleron un-
der the Agreement more expensive or more onerous, and/or will cause a delay in the Services, the
Parties will inform each other without undue delay, and submit detailed information of such effects,
and Accelleron will be entitled to reimbursement for any increased efforts and costs (on a time and
materials basis) and be awarded time and other contractual adjustments (as applicable).
21. VARIOUS PROVISIONS
21.1 Compliance
The Parties will comply with all applicable laws in connection with the Agreement and these GTC, in-
cluding without limitation the U.S. Foreign Corrupt Practices Act 1977 (as amended), UK Bribery Act
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
TURBO LIFECYCLECARE AGREEMENT
VERSION 01/2025
33 | 34
2010 (as amended), any legislation enacting the principles of the OECD Convention on Combating
Bribery of Foreign Officials and any other applicable laws, rules, regulations, decrees and/or official
governmental orders relating to anti-corruption, anti-money laundering and anti-tax evasion in rele-
vant jurisdictions (collectively “Anti Bribery & Corruption Laws”).
The Parties shall ensure that their respective employees, officers, directors, and any Affiliates or third
parties engaged in any manner in relation to the Agreement shall undertake to comply with all Anti
Bribery & Corruption Laws and the requirements set out in this clause. The Parties confirm that they
have not violated, shall not violate, and shall not cause the other party to violate, any Anti Bribery &
Corruption Laws in connection with the Agreement and these GTC.
Customer’s violation of any of the obligations contained in this clause may be considered by Accelleron
to be a material breach of the Agreement and shall entitle Accelleron to terminate the Agreement or
cancel the order with immediate effect and without prejudice to any further right or remedies on the
part of Accelleron under the Agreement or applicable law. To the extent allowed by Texas law without
waiving any applicable immunities, the Customer shall indemnify for all liabilities, damages, costs or
expenses incurred as a result of any such violation of the above mentioned obligations and termina-
tion of the Agreement
-The Customer notes that Accelleron has published its Code of Conduct, available at www.accelleron-
industries.com/integrity, and that it is Accelleron’s policy to do business with companies adhering to
similar levels of ethical business conduct. The Customer notes that Accelleron is maintaining an anon-
ymous platform for the reporting of suspected unethical behavior: https://accelleron.speakup.re-
port/en-GB/integrity/home.
21.2 Non-solicitation
During the term of the Agreement and for a period of one (1) year following the termination or expiry
thereof, neither Party shall solicit for hire as an employee, consultant or otherwise, any of the other
Party's personnel; provided, however, that nothing contained herein will prevent a Party from hiring
any such employee or consultant who responds to a general hiring program conducted in the ordinary
course of business not specifically directed to such employees or consultants or who approaches such
Party on a wholly unsolicited basis.
21.3 Notices
All notices under the Agreement will be in writing and will be delivered by e-mail, personally, via first
class return receipt requested mail, registered mail, by courier service, or by express mail, addressed
as set out in the Agreement, or to such other address as either Party may designate in writing to the
other Party from time to time. Any personal delivery will be deemed to be effective upon delivery as
shown by the courier receipt.
21.4 Severability
Each provision of the Agreement shall be interpreted in such a manner as to be effective and valid un-
der applicable law. The invalidity or unenforceability of any provision of the Agreement shall in no way
affect the validity or enforceability of any other provision hereof. If any provision of the Agreement is
determined to be invalid, illegal or unenforceable, the remaining provisions of the Agreement remain
in full force and effect if both the economic and legal substance of the transactions that are contem-
plated in the Agreement are not affected in any manner adverse to any Party.
21.5 No waiver
The waiver of a breach of the Agreement or the failure of a Party to exercise any right under the
Agreement or these GTC shall in no event constitute a waiver as to any other breach, whether similar
or dissimilar in nature, or prevent the exercise of any right under the Agreement. The failure of either
Party to enforce at any time any of the provisions of the Agreement, shall in no way be construed to
be a present or future waiver of such provisions, nor in any way affect the ability of a Party to enforce
each and every such provision thereafter.
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
TURBO LIFECYCLECARE AGREEMENT
VERSION 01/2025
34 | 34
21.6 No set-offs
The Customer must not make any set-offs against, or deductions from, any fee owed to Accelleron
without Accelleron's prior written consent.
21.7 No partnership, no agency
Nothing in the Agreement and these GTC is intended to or shall be deemed to establish any partner-
ship or joint venture between the Parties or constitute any Party as the agent of another Party. Accel-
leron is and shall be an independent contractor with respect to the performance of services or delivery
of products.
21.8 Assignment
Other than explicitly set out in the Agreement, the Customer shall not assign the Agreement or any of
the rights or obligations hereunder to any third Party without the prior written consent of Accelleron.
Accelleron may transfer or assign the Agreement and any rights and obligations thereunder to an Affil-
iate of Accelleron without the Customers prior consent, however, Accelleron shall provide prompt writ-
ten notice of assignment to Customer.
21.9 Entire Agreement
The Agreement and the City of Denton Contract 8816 are the entire agreement of the Parties with re-
spect to subject-matter hereof and supersedes and cancels all prior oral or written representations,
communications, or agreements between the Parties.
21.10 Amendments
No alteration, amendment, waiver, cancellation or any other change in any term or condition of the
Agreement and these GTC shall be valid or binding on either Party unless agreed in writing.
22. APPLICABLE LAW AND DISPUTE RESOLUTION
22.1 Unless otherwise agreed by the Parties, these GTC and the Agreement or order shall be governed
by, construed, enforced, and interpreted in accordance with the laws of the State of Texas.
22.2 Unless otherwise agreed, the exclusive jurisdictional venue for disputes arising under these GTC
and the Agreement shall be those of Denton County.
****
****
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
Accelleron
Line #Description Mfgno QTY UOM BAFO Pricing
1 TURBOCHARGER COMPLETE A175 156638 1 EA CHF 337,042.12
2 SPEED PICKUP SE518/SE528 1 EA CHF 3,379.32
3 NOZZLE RING ASSEMBLY A175 156317 1 EA CHF 29,665.44
4 TURBINE DIFFUSER A175 1562857 1 EA CHF 9,549.96
5 DIFFUSER A175 1562005 1 EA CHF 22,474.20
6 SPARE PART SET A175 1561071 1 EA CHF 10,193.40
7 SPARE PART SET A175 1561072 1 EA CHF 19,367.88
8 SPARE PART SET A175 156379 1 EA CHF 2,548.56
9 SPARE PART SET A175 156380 1 EA CHF 509.88
10 TURBOCHARGER A175 INSPECTION 156380 1 EA $18,058.99
11 TURBOCHARGER A175 OVERHAUL 156380 1 EA $515,000.00
12 FIELD SERVICE, LABOR, TRAVEL AND ACCOMMODATION 1 HR $11,849.12
13 PERFORM 16,000 HR TURBOCHARGER MAINTENANCE INTERVAL1 HR $7,504.992
8816 - Page 1
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
EXHIBIT F
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) and by City of Denton
Ethics Code, Ordinance 18-757.
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
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(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: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7EXHIBIT G
ACCELLERON US INC.
X
X
X
X
2/23/2026
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7
Certificate Of Completion
Envelope Id: A4E9DBC5-50F7-4B49-A814-AB9C7B2FD5E7 Status: Completed
Subject: Please DocuSign: City Council Contract 8816 DEC Turbo Replacement, Parts and Service
Source Envelope:
Document Pages: 69 Signatures: 6 Envelope Originator:
Certificate Pages: 7 Initials: 3 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
2/17/2026 10:23:06 AM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 2/17/2026 10:28:27 AM
Viewed: 2/17/2026 10:28:47 AM
Signed: 2/17/2026 10:30:25 AM
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: 198.49.140.104
Sent: 2/17/2026 10:30:28 AM
Viewed: 2/17/2026 12:52:11 PM
Signed: 2/17/2026 12:52:56 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Leah Bush
leah.bush@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 2/17/2026 12:55:06 PM
Viewed: 2/18/2026 10:06:53 AM
Signed: 2/18/2026 12:54:39 PM
Electronic Record and Signature Disclosure:
Accepted: 2/18/2026 10:06:53 AM
ID: 4023077a-eaeb-41b6-a7db-403e400df4e4
Ihab Hlayel
ihab.hlayel@accelleron-industries.com
Managing Director
Accelleron US Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 136.226.56.113
Sent: 2/23/2026 3:35:36 PM
Viewed: 2/23/2026 3:43:21 PM
Signed: 2/23/2026 3:53:44 PM
Electronic Record and Signature Disclosure:
Accepted: 2/23/2026 3:43:21 PM
ID: 5d690780-746e-44c9-80cc-37217c1f7739
Signer Events Signature Timestamp
Taydi Delgado
taydi.delgado@accelleron-industries.com
Finance Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 136.226.56.93
Sent: 2/23/2026 3:35:36 PM
Viewed: 2/23/2026 4:05:23 PM
Signed: 2/23/2026 4:33:35 PM
Electronic Record and Signature Disclosure:
Accepted: 2/23/2026 4:05:23 PM
ID: 360e0754-0364-4657-9722-a84b00e2b2be
Burak Hayfavi
sirri-burak.hayfavi@accelleron-industries.com
Sales Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:4a0:1610:b596:3268:f1e2:80da
Sent: 2/18/2026 12:54:47 PM
Viewed: 2/23/2026 4:37:19 PM
Signed: 2/23/2026 4:39:21 PM
Electronic Record and Signature Disclosure:
Accepted: 2/23/2026 4:37:19 PM
ID: ce67d558-abbc-45f0-9b71-a57f0bf5a06b
Antonio Puente, Jr.
antonio.puente@cityofdenton.com
DME General Manager
Denton Municipal Electric
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 2/23/2026 4:39:24 PM
Viewed: 2/23/2026 4:55:48 PM
Signed: 2/23/2026 4:56:07 PM
Electronic Record and Signature Disclosure:
Accepted: 2/23/2026 4:55:48 PM
ID: 10c9b465-79cf-4c5e-9941-aac87a901da3
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/23/2026 4:56:11 PM
Viewed: 3/25/2026 8:30:18 AM
Signed: 3/25/2026 8:30:41 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/25/2026 8:30:45 AM
Viewed: 3/25/2026 8:38:01 AM
Signed: 3/25/2026 8:38:11 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Rex
Ingrid.Rex@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/25/2026 8:38:14 AM
Viewed: 3/26/2026 11:11:45 AM
Signed: 3/26/2026 11:12:09 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
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/17/2026 10:30:28 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/17/2026 12:55:08 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/23/2026 4:56:11 PM
Viewed: 2/25/2026 12:01:40 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/26/2026 11:12:13 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Arthur R. Pando
Arthur.Pando@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/26/2026 11:12:15 AM
Viewed: 3/26/2026 11:15:52 AM
Electronic Record and Signature Disclosure:
Accepted: 3/25/2026 12:46:51 PM
ID: e5bc84f7-d969-45fd-b5c0-cb83002d4d17
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/17/2026 10:28:27 AM
Envelope Updated Security Checked 2/23/2026 3:35:35 PM
Envelope Summary Events Status Timestamps
Envelope Updated Security Checked 2/23/2026 3:35:35 PM
Envelope Updated Security Checked 3/6/2026 2:51:21 PM
Envelope Updated Security Checked 3/6/2026 2:51:21 PM
Envelope Updated Security Checked 3/6/2026 2:51:21 PM
Envelope Updated Security Checked 3/6/2026 2:54:58 PM
Envelope Updated Security Checked 3/6/2026 2:54:58 PM
Envelope Updated Security Checked 3/6/2026 3:27:50 PM
Envelope Updated Security Checked 3/6/2026 3:27:50 PM
Envelope Updated Security Checked 3/6/2026 3:27:50 PM
Certified Delivered Security Checked 3/26/2026 11:11:45 AM
Signing Complete Security Checked 3/26/2026 11:12:09 AM
Completed Security Checked 3/26/2026 11:12:15 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. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
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: Leah Bush, Ihab Hlayel, Taydi Delgado, Burak Hayfavi, Antonio Puente, Jr., Arthur R. Pando
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.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
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.