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8199 - Declaration of Emergency Executed Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Piggy Back Option Contract Expiration DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 DOE - Replacement Turbo (A175-M62-10900) no Christa Christian N/A File 8199 Vendor: Turbo Systems US Inc. Commodity/Service: Replacement Turbo (A175-M62-10900) and Freight Estimated expenditure for the above commodity or service: $ $1,051,444.84 Initial all entries below that apply to the proposed purchase, under the Purchasing Procedures as passed by City Council. (More than one entry may apply.) 1. _______ Emergency situations, including procurements necessary to protect the public health or safety or in response to a public calamity. 2. _______ A procurement necessary because of unforeseen damage to public equipment, machinery, or other property; Brief Description/Justification for exception: Engine turbo failures caused by foreign object debris (FOD) from cylinder head exhaust valve failures during operation. During the forced outage caused by cylinder head exhaust valve failures a complete inspection was performed on the unit where damage was found on the turbos. Our spare parts were used for the repairs on the first unit failures and the damaged turbo parts sent in for rebuild/repair quotes. While these parts were at the shop being investigated, we experienced an additional failure on another unit that caused subsequent turbo damage requiring the purchase of a new turbo to restore the unit to service. Replacement turbo charger- Turbo Systems US Inc. Emergency turbo charger purchase, installation, and onsite repairs to ensure unit is available and reliable for our customers. The OEM of the engine was notified at time of failure and informed us they did not have a turbo/parts in stock but could purchase and drop ship from Turbo Systems US Inc.. Turbo Systems Inc. (ABB) is the OEM for the turbo charger as well as the only authorized sales and service representee of our turbos. Turbo Systems US Inc. was able to provide the needed turbo charger, delivery, and assembly onsite. The Complete turbo cost is $354,160.13 and $57,098.80 for the freight cost. Turbo charger order in total is $411,258.93. Turbos Systems US Inc. will also repair and return the failed turbo chargers to the DEC. The total repair cost was quoted at $694,401.30. After applied discounts the total is lowered to $640,185.91 to have 4 turbos repaired to ensure parts are onsite to reduce unit downtime ensuring availability for dispatch. The discount total is $54,215.39 and repair/delivery time for the first 2 turbos is 7-30 days and the remaining 2 turbos being repaired and delivered at 30-120 days from the fully accepted order. Wartsila and Turbo Systems US Inc. were the only vendors contacted as Wartsila is the OEM for the engine and Turbo Systems US Inc. is the OEM of the turbo charger and only authorized sales and service vendor available for these components. Declaration of an Emergency File #: Requisition #: 159003 Date: 1/27/2023 X DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 8199 Respectfully Submitted by, Reviewed by: Reviewed by: Dept. Director Date Purchasing Manager Date City Attorney Date Approved by: __________________________________ City Manager Date This form must be attached to a purchase requisition if the expenditure is under $50,000. This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds $50,000. Antonio Puente Digitally signed by Antonio Puente DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=DME, ou=Administration, cn=Antonio Puente, email=Antonio.Puente@cityofdenton.com Date: 2023.01.27 15:23:01 -06'00' DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 1/29/2023 2/1/2023 2/1/2023 Turbo Systems US Inc. Invoice Invoice number :7105700150 Invoice date :09/23/2022 Terms of payment :30 Days net :270002338Customer no. Due date :10/23/2022 Currency :USD Customer P.O. :A175-M Customer contact : Customer P.O.date :09/14/2022 Bill of lading no. : Shipped date : Terms of delivery : Delivery method :Ground parcel - INCO terms :CPT NEAREST INT AIRPORT Sales department :Turbo Serv Houston Sales person : Sales order no. :3064382 Project manager :Yahaira Jones Project no. : Federal I.D. no :87-1881091 Invoice address Bill to : 270002338 CITY OF DENTON 215 E MCKINNEY ST DENTON TX 76201 USA Customer address Sold to : 270002338 CITY OF DENTON 215 E MCKINNEY ST DENTON TX 76201 USA Delivery address Ship to : 270002338 Denton Energy Center 8161 Jim Christal Rd. DENTON TX 76207 USA General Terms and Conditions : If the parties do not have any other agreement in place to govern the scope herein (e.g. MSA, or other negotiated T&Cs) Accelleron's (Turbo Systems US Inc.) General Terms and Conditions of Sales for Turbocharging (Excluding Software) apply. TURBO SYSTEMS US, INC. ("TSUS") GENERAL TERMS AND CONDITIONS OF SALE (EXCLUDING SOFTWARE) 1. General. The terms and conditions contained herein, together with any additional or different terms contained in TSUS's proposal, quotation and/or invoice ("Proposal"), if any, submitted to Purchaser (which Proposal, Policies, Addendum(s), if any, submitted to Purchaser shall control over any conflicting terms), constitute the entire agreement (the "Agreement") between the parties with respect to the purchase order and supersede all prior communications and agreements regarding the purchase order. Acceptance by TSUS of the purchase order, or Purchaser's acceptance of TSUS's Proposal, is expressly limited to and conditioned upon Purchaser's acceptance of these terms and conditions, payment for or acceptance of any performance by TSUS being acceptance. These terms and conditions may not be changed or superseded by any different or additional terms and conditions proposed by Purchaser to which terms TSUS hereby objects. Unless the context other-wise requires, the term "Equipment" as used herein means all of the equipment, parts, accessories sold under the purchase order. Unless the context otherwise requires, the term "Services" as used herein means all labor, supervisory, technical and engineering, installation, repair, consulting or other services provided by TSUS under the purchase order. As used herein, the term "Purchaser" shall also include the initial end user of the Equipment and/or services; provided, however, that Article 14(a) shall apply exclusively to the initial end user. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 1 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 received AP 11/9/22 DB DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 2. Prices. (a) Unless otherwise specified in writing, all Proposals expire thirty (30) days from the date thereof and may be modified or with-drawn by TSUS before receipt of Purchaser's conforming acceptance.All quoted prices are subject to revision at any time in the event of any increase in raw materi-al, energy costs or governmental actions such as tariffs. (b) Unless otherwise stated herein, Services prices are based on normal business hours (8 a.m. to 5 p.m. Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1 1/2) times the hourly rate; and Sunday hours will be billed at two (2) times the hourly rate; holiday hours will be billed at three (3) times the hourly rate. If a Services rate sheet is attached hereto, the applicable Services rates shall be those set forth in the rate sheet. Rates are subject to change without notice. (c) The price does not include any federal, state or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable. Purchaser agrees to pay or reimburse any such taxes which TSUS or its suppliers are required to pay or collect. If Purchaser is exempt from the payment of any tax or holds a direct payment permit, Purchaser shall, upon purchase order placement, provide TSUS a copy, acceptable to the relevant governmental authorities of any such certificate or permit. (d) The price includes customs duties and other importation or exportation fees, if any, at the rates in effect on the date of TSUS's Proposal. Any change after that date in such duties, fees, or rates, shall increase the price by TSUS's additional cost. 3. Payment. (a) Unless specified to the contrary in writing by TSUS, payment terms are net cash, payable without offset, in United States Dollars, 30 days from date of invoice by wire transfer to the account designated by TSUS in the Proposal. TSUS is not required to commence or continue its performance unless and until invoiced payments have been received in a timely fashion. For each day of delay in receiving required payments, TSUS shall be entitled to a matching extension of the schedule. (b) If in the judgment of TSUS the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified, TSUS may require payment in advance, payment security satisfactory to TSUS and suspend its performance until said advance payment or payment security is received or may terminate the purchase order, whereupon TSUS shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Purchaser, payment shall be due on the date TSUS is prepared to make delivery. Delays in delivery or nonconformities in any installments delivered shall not relieve Purchaser of its obligation to accept and pay for remaining installments. (c) Purchaser shall pay, in addition to the overdue payment,a late charge equal to the lesser of 1 1/2% per month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts plus TSUS's attorneys' fees and court costs incurred in connection with collection. If Purchaser fails to make payment of any amounts due under any purchase order and fails to cure such default within ten (10) days after receiving written notice specifying such default, then TSUS may by written notice, at its option, suspend its performance under the purchase order until such time as the full balance is paid or terminate the purchase order, as of a date specified in such notice. In the event of suspension, cancellation or termination hereunder, TSUS will be entitled to recover all costs for work performed to date, costs associated with suspension, cancellation or termination of the work and all other costs recoverable at law. 4. Changes. (a) Any changes requested by Purchaser affecting the ordered scope of work must first be reviewed by TSUS and any resulting ad-justments to affected provisions, including price, schedule, and guarantees mutually agreed in writing prior to implementation of the change. (b) TSUS may, at its expense, make such changes in the Equipment or Services as it deems necessary, in its sole discretion,to con-form the Equipment or Services to the applicable specifications. If Purchaser objects to any such changes, TSUS shall be relieved of its obligation to conform to the applicable specifications to the extent that conformance may be affected by such objection. 5. Shipping/Delivery. (a) Shipping dates are quoted based on conditions prevailing on the date of the quotation. (b) All Equipment drop-shipped from TSUS's affiliate factories is delivered CIP (INCOTERMS 2020) applicable factory.Equipment shipped from TSUS facilities in the US is delivered FCA (INCOTERMS 2020) applicable TSUS workshop. Purchaser shall be responsible for any and all demurrage or detention charges. (c) If the scheduled delivery of Equipment is delayed by Purchaser or by Force Majeure, TSUS may move the Equipment to storage for the account of and at the risk of Purchaser whereupon it shall be deemed to be delivered. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 2 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 (d) Shipping and delivery dates are contingent upon Purchaser's timely approvals and delivery by Purchaser of any documentation required for TSUS's performance hereunder. (e) Claims for shortages or other errors in delivery must be made in writing to TSUS within ten days of delivery. Equipment may not be returned except with the prior written consent of and subject to terms specified by TSUS. Claims for damage after delivery shall be made directly by Purchaser with the common carrier 6. Title & Risk of Loss. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment. Title to the Equipment sold shall remain with the TSUS until fully paid for by Purchaser. 7. Inspection, Testing and Acceptance. (a) Any inspection by Purchaser of Equipment on TSUS's premises shall be scheduled in advance to be performed during normal working hours and subject to rules and regulations in place at the TSUS premises. (b) If the purchase order provides for factory acceptance testing, TSUS shall notify Purchaser when TSUS will conduct such testing prior to shipment. Unless Purchaser states specific objections in writing within ten (10) days after completion of factory acceptance testing, completion of the ac-ceptance test constitutes Purchaser's factory acceptance of the Equipment and its authorization for shipment. (c) If the purchase order provides for site acceptance testing, testing will be performed by TSUS personnel to verify that the Equip-ment has arrived at site complete, without physical damage, and in good operating condition. Completion of site acceptance testing constitutes full and final ac-ceptance of the Equipment. If, through no fault of TSUS, acceptance testing is not completed within thirty (30) days after arrival of the Equipment at the site, the site ac-ceptance test shall be deemed completed and the Equipment shall be deemed accepted. 8. Warranties and Remedies. (a) Equipment and Services Warranty. TSUS warrants the Equipment 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 turbo-chargers, in each case, shall be six (6) months from the date of shipment from TSUS's factory to first Purchaser. TSUS warrants Services against defects in workmanship for a period of six (6) months from the date of completion of such Services. TSUS's warranty is conditioned upon Purchaser giving TSUS immediate written notice upon discovery of any such defect. Defective Equipment must be held for TSUS's inspection and, if requested by TSUS, sent to a TSUS service station as designated by TSUS, trans-portation prepaid by Purchaser. (b) Equipment and Services Remedy. If a nonconformity to the foregoing warranty is discovered in the Equipment or Services during the applicable Warranty Remedy Period, as specified above, under normal and proper use and provided the Equipment has been properly stored, installed, operated and maintained and written notice of such nonconformity is provided to TSUS promptly after such discovery and within the applicable Warranty Remedy Period, TSUS shall, at its option, either (i) repair or replace the nonconforming portion of the Equipment, and without charge to Purchaser, deliver any such replacement or repaired part to the original INCOTERM delivery point, or re-perform the nonconforming Services or (ii) refund the portion of the price applicable to the nonconforming portion of Equipment or Services. If any portion of the Equipment or Services so repaired, replaced or re-performed fails to conform to the foregoing warranty, and written notice of such nonconformity is provided to TSUS promptly after discovery and within the original Warranty Remedy Period applicable to such Equipment or Services or 30 days from completion of such repair, replacement or re-performance, whichever is later, TSUS will repair or replace such nonconforming Equipment or re-perform the nonconforming Services. The original Warranty Remedy Period shall not otherwise be extended. (c) Exceptions. TSUS shall not be responsible for providing temporary power, removal, installation, reimbursement for labor costs or free and clear working access to the nonconforming Equipment, including disassembly and re-assembly of non-TSUS supplied equipment, or for providing transportation to or from any repair facility, or for any other expenses incurred in connection with the repair or replacement, all of which shall be at Purchaser's risk and expense. TSUS shall have no obligation hereunder with respect to any Equipment which exceeds the original equipment manufacturer's recommended useful life or, if after delivery, is subjected to abuse, accident, Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 3 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 alteration or repair by anyone other than engineers authorized by TSUS, improper storage, misuse in its application, improper maintenance or failure to observe operating instructions or, if upon discovering a defect, Purchaser 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.. TSUS reserves the right to check and investigate any claim made by Purchaser that a defect in Equipment exists before taking any steps to correct such defect. Equipment supplied by TSUS but manufactured by others is warranted only to the extent of the manufacturer's warranty, and only the remedies, if any, provided by the manufacturer will be allowed. (d) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE PURCHASER'S EXCLUSIVE REMEDIES AND TSUS'S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY. 9. Intellectual Property Infringement. (a) TSUS shall defend at its own expense any action brought against Purchaser alleging that the Equipment or the use of the Equip-ment to practice any process for which such Equipment is specified by TSUS (a "Process") directly infringes a patent in effect in the United States, an European Union mem-ber state or the country of the Site (provided there is a corresponding patent issued by the U.S., UK or an EU member state), or any copyright or trademark registered in the country of the Site and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given TSUS prompt written notice of such action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) TSUS shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by TSUS; (ii) any Equipment or Process supplied accord-ing to a design, other than an TSUS design, required by Purchaser; (iii) any products manufactured by the Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of TSUS. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, TSUS shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE EXCLUSIVE LIABILITY OF TSUS AND EQUIPMENT MANUFACTURER FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that TSUS is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by TSUS or to produce an article, and by reason of said modification, combination, performance or production, an action is brought against TSUS, Purchaser shall defend and indemnify TSUS in the same manner and to the same extent that TSUS would be obligated to indemnify Purchaser under this "Intel-lectual Property Infringement" provision. 10. Waiver of Consequential Damages. In no event shall TSUS, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of profits or revenue, loss of data, loss of use, loss of use of any of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of the Purchaser or other third parties for any damages. 11. Limitation of Liability. (a) TSUS's aggregate liability for all claims whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, re-sale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case (except as provided in the section entitled "Intellectual Property Infringement") exceed the purchase order price. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 4 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 (b) All causes of action against TSUS arising out of or relating to this Agreement or the performance or breach hereof shall expire unless brought within one year of the time of accrual thereof. (c) In no event, regardless of cause, shall TSUS be liable for penalties or penalty clauses of any description or for indemnification of Purchaser or others for costs, damages, or expenses arising out of or related to the Equipment and/Services. 12. Laws and Regulations. TSUS does not assume any responsibility for compliance with federal, state or local laws and regulations, except as expressly set forth herein, and compliance with any laws and regulations relating to the operation or use of the Equipment is the sole responsibility of the Purchaser. All laws and regu-lations referenced herein shall be those in effect as of the Proposal date. In the event of any subsequent revisions or changes thereto, TSUS assumes no responsibility for compliance therewith. If Purchaser desires a modification as a result of any such change or revision, it shall be treated as a change per Article 4. Nothing contained herein shall be construed as imposing responsibility or liability upon TSUS for obtaining any permits, licenses or approvals from any agency required in connection with the supply, erection or operation of the Equipment. This Agreement shall in all respects be governed by, and construed, interpreted and enforced in accordance with the laws of the State of New York, USA, excluding its conflicts of laws rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and both parties hereby agree that any litigation concerning, arising out of, or related to this Agreement, whether claims are based on contract, tort, equity or otherwise, shall be conducted only in the state or federal courts functioning in the State of New York, Manhattan County and waive the defense of an inconvenient forum in respect to any such litigation. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof and these terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed. 13. OSHA. TSUS warrants that the Equipment will comply with the relevant standards of the Occupational Safety and Health Act of 1970 ("OSHA") and the regulations promulgated thereunder as of the date of the Proposal. Upon prompt written notice from the Purchaser of a breach of this warranty, TSUS will replace the affected part or modify it so that it conforms to such standard or regulation. TSUS's obligation shall be limited to such replacement or modification. In no event shall TSUS be responsible for liability arising out of the violation of any OSHA standards relating to or caused by Purchaser's design, location, operation, or maintenance of the Equipment, its use in association with other equipment of Purchaser, or the alteration of the Equipment by any party other than TSUS. 14. Tools & Materials/Technical Documents. The Purchaser is responsible for providing, at its own expense, all cranes,rigging, tools, launch services and such other facilities or assistance to enable TSUS to efficiently perform the Services and all fuel,lubricating oil, water, electric power, and other supplies and utilities that may be required in connection with the Services. Technical documents shall serve only as an approximate indication unless they have been specified as binding. Technical documents are to be treated in confidence by the Purchaser and remain the exclusive property of the TSUS. They may be used only for operation and maintenance of the Equipment and are not to be copied or disclosed to other parties without TSUS's written consent. 15. Inventions and Information. Unless otherwise agreed in writing by TSUS and Purchaser, all right, title and interest in any inventions, developments, improve-ments or modifications of or for Equipment and Services shall remain with TSUS. Any design, manufacturing drawings or other information submitted to the Purchaser remains the exclusive property of TSUS. Purchaser shall not, without TSUS's prior written consent, copy or disclose such information to a third party. Such information shall be used solely for the operation or maintenance of the Equipment and not for any other purpose, including the duplication thereof in whole or in part. 16. Force Majeure. TSUS shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when pre-vented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), delays attributable to outbreaks, epidemics and pandemics, Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Purchaser, compliance with government regulations, insur-rection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production. 17. Cancellation. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 5 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Special order, custom designed, and made-to-order Equipment are non-cancelable and non-returnable. Any other purchase order may be cancelled by Purchaser only upon prior written notice and payment of termination charges as set forth below: For Spare Parts: Cancellations are charged with a fee based on the order net value to cover costs for handling costs and restocking. Following fee shall apply: 1% for processed orders with goods still in stock. 3% for processed orders with goods removed from stock and assembled. 8% for processed orders with goods packed and ready for shipping. The minimum costs for costs incurred is 350 USD. For Services: The purchase price of the work performed prior to the effective date of notice of termination, the costs identified to the purchase order incurred by TSUS for work not completed, and all expenses incurred by TSUS attributable to the termination, plus a fixed sum of ten (10) percent of the final total price to compensate for disruption in scheduling, planned production and other indirect costs. 18. Termination. (a) No termination by Purchaser for material default shall be effective unless, within fifteen (15) days after receipt by TSUS of Pur-chaser's written notice specifying such default, TSUS shall have failed to initiate and pursue with due diligence correction of such specified default. (b) If the event of termination for a material default, TSUS shall reimburse Purchaser the difference between that portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Purchaser to complete that scope,and Purchaser shall pay to TSUS the portion of the Agreement price allocable to Equipment completed and any amounts due for Services performed before the effective date of termination. (c) TSUS may terminate the Agreement (or any affected portion thereof) immediately for cause if Purchaser becomes insol-vent/bankrupt, or materially breaches the Agreement, including, but not limited to, failure or delay in Purchaser making any payment when due, or fulfilling any payment conditions. 19. Export Control. (a) Purchaser represents and warrants that the Equipment and Services provided hereunder and the "direct product" thereof are intended for civil use only and will not be used, directly or indirectly, for the production of chemical or biological weapons or of precursor chemicals for such weapons, or for any direct or indirect nuclear end use. Purchaser agrees not to disclose, use, export or re-export, directly or indirectly, any information provided by TSUS or the "direct product" thereof as defined in the Export Control Regulations of the United States Department of Commerce, except in compliance with such Regulations. (b) If applicable, TSUS shall file for a U.S. export license,but only after appropriate documentation for the license application has been provided by Purchaser. Purchaser shall furnish such documentation within a reasonable time after purchase order acceptance. Any delay in obtaining such license shall suspend performance of this Agreement by TSUS. If an export license is not granted or, if once granted, is thereafter revoked or modified by the appropriate authorities, this Agreement may be canceled by TSUS without liability for damages of any kind resulting from such cancellation. At TSUS's request, Purchaser shall pro-vide to TSUS a Letter of Assurance and End-User Statement in a form reasonably satisfactory to TSUS. 20. Assignment. Any assignment of this Agreement or of any rights or obligations under the Agreement without prior written consent of TSUS shall be void. 21. Nuclear. Equipment and Services sold hereunder are not intended for use in connection with any nuclear facility or activity, and Purchaser warrants that it shall not use or permit others to use Equipment or Services for such purposes, without the advance written consent of TSUS. If, in breach of this, any such use occurs, TSUS (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, including without limitation any physical damage to a nuclear facility itself,resulting from a nuclear incident and, in addition to any other rights of TSUS, Purchaser shall indemnify and hold TSUS (and its parent, affiliates, suppliers and subcontractors) harmless against all such liability including, but not limited to, any physical damage to the nuclear facility or surrounding properties, if any. Consent of TSUS to any such use, if any, will be conditioned upon additional terms and conditions that TSUS determines to be ac-ceptable for protection against nuclear Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 6 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 liability including but not limited to the requirement that the Purchaser and/or its end user customer shall have complete insurance protection against liability and property damage including without limitation physical damage to a nuclear facility itself or any surrounding properties, if any, result-ing from a nuclear incident and shall indemnify TSUS, its subcontractors, suppliers and vendors against all claims resulting from a nuclear incident including, but not limited to, any physical damage to the nuclear facility. 22. Resale. If Purchaser resells any of the Equipment or Services, the sale terms shall limit TSUS's liability to the buyer to the same extent that TSUS's liability to Purchaser is limited hereunder. Additionally, if the end-user intends to use the Equipment or Services in connection with any nuclear facility or activity, the Purchaser shall require the enduser comply with the financial requirements under Price-Anderson Act (PAA) and secure a written release of liability which flows from the end-user to the benefit of TSUS. 23. Environmental, Health and Safety Matters. (a) Purchaser shall be obligated to maintain safe working conditions at its facility or location (the "Site"), including the implementing of appropriate procedures regarding Hazardous Materials, confined space entry, and energization and de-energization of power systems (electrical, mechanical and hy-draulic) using safe and effective lockout/tag-out ("LOTO") procedures including physical LOTO or a mutually agreed upon alternative method. (b) Purchaser shall immediately advise TSUS in writing of all applicable Site-specific health, safety, security and environmental re-quirements and procedures. Without limiting Purchaser's responsibilities hereunder, TSUS has the right but not the obligation to, from time to time, review, audit and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the Site. (c) If, in TSUS's reasonable opinion, the health, safety, or security of personnel or the Site is, or is likely to be, imperiled by security risks, the presence of or threat of exposure to Hazardous Materials, or unsafe working conditions, TSUS may, in addition to other rights or remedies available to it, remove some or all of its personnel from Site, suspend performance of all or any part of the purchase order, and/or remotely perform or supervise work. Any such occurrence shall be considered a Force Majeure event. Purchaser shall reasonably assist in ensuring the safe departure of personnel from the Site. (d) Purchaser shall not require or permit TSUS's personnel to operate Purchaser's equipment at Site. (e) Purchaser will make its Site medical facilities and resources reasonably available to TSUS personnel who need medical attention. (f) TSUS has no responsibility or liability for the pre-existing condition of Purchaser's equipment or the Site, which is the sole re-sponsibility of Purchaser. Prior to TSUS starting any work at Site, Purchaser will provide documentation that identifies the presence and condition of any Hazardous Materi-als existing in or about Purchaser's equipment or the Site that TSUS may encounter while performing under this Agreement. The provision of such documentation shall in no way release Purchaser from its responsibility for said conditions. Purchaser shall disclose to TSUS industrial hygiene and environmental monitoring data regarding conditions that may affect TSUS's work or personnel at the Site. Purchaser shall keep TSUS informed of changes in any such conditions. (g) TSUS shall promptly notify Purchaser if TSUS becomes aware of: (i) conditions at the Site differing materially from those disclosed by Purchaser, or (ii) previously unknown physical conditions at Site differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. If any such conditions cause an increase in TSUS's cost of, or the time required for, performance of any part of the work under the Agreement, an equitable adjustment in price and schedule shall be made. (h) If TSUS encounters Hazardous Materials in Purchaser's equipment or at the Site that require special handling or disposal, TSUS is not obligated to continue work affected by the hazardous conditions. In such an event, Purchaser shall at its sole cost and expense eliminate the hazardous conditions in accordance with applicable laws and regulations so that TSUS's work under the Agreement may safely proceed, and TSUS shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in TSUS's cost of, or time required for, performance of any part of the work. Purchaser shall properly store, transport and dispose of all Hazardous Materials introduced, produced or generated in the course of TSUS's work at the Site. (i) Purchaser shall indemnify TSUS for any and all claims, damages, losses, and expenses arising out of or relating to any Hazardous Materials which are or were (i) present in or about Purchaser's equipment or the Site prior to the commencement of TSUS's work, (ii) improperly handled or disposed of by Purchaser or Purchaser's employees, agents, contractors or subcontractors, or (iii) brought, generated, produced or released on Site by parties other than TSUS. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 7 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 24. Confidentiality. (a) TSUS and Purchaser (as to information disclosed, the "Disclosing Party") may each provide the other party (as to information received, the "Receiving Party") with Confidential Information in connection with this Agreement. "Confidential Information"means (a) information that is designated in writing as "confidential" or "proprietary" by Disclosing Party at the time of written disclosure,and (b) information that is orally designated as "confidential" or "proprietary" by Disclosing Party at the time of oral or visual disclosure and is confirmed to be "confidential" or "proprietary" in writing within fifteen (15) days after the oral or visual disclosure. In addition, prices for Products and Services shall be considered TSUS's Confidential Information. (b) Receiving Party agrees: (i) to use the Confidential Information only in connection with the Agreement and use of Products and Services, (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential Information to a competitor of Disclosing Party. Notwithstanding these restrictions, each party shall permit access to the other's Confidential Information only to its employees who: (i) reasonably require access to Confidential Information for purposes approved by this Agreement, and (ii) have undertaken a binding obligation of confidentiality with respect to the confidential information of others entrusted to him or her, and (iii) have been apprised of the confidentiality obligations hereunder. TSUS may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the purchase order. A Receiving Party may only disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Receiving Party shall upon request return to Disclosing Party or destroy all copies of Confidential Infor-mation except to the extent that a specific provision of the Agreement entitles Receiving Party to retain an item of Confidential Information. TSUS may also retain one archive copy of Purchaser's Confidential Information. (c) The obligations under this Article 24 shall not apply to any portion of the Confidential Information that: (i) is or becomes general-ly available to the public other than as a result of disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party's knowledge, subject to a confidentiality obligation to Disclos-ing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law or valid legal process provided that the Receiving Party intending to make disclosure in response to such requirements or process shall promptly notify the Disclos-ing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information. (d) As to any individual item of Confidential Information, the restrictions under this Article 24 shall expire five (5) years after the date of disclosure. This Article 24 does not supersede any separate confidentiality or nondisclosure agreement signed by the parties. 25. Non-Survival. The following Articles shall not survive termination or cancellation of this Agreement: 5, 7, 8, 17 and 18. All other Articles shall survive the termination or cancellation of the Agreement. 26. Entire Agreement. This Agreement constitutes the entire agreement between TSUS and Purchaser. There are no agreements, understandings,re-strictions, warranties, or representations between TSUS and Purchaser other than those set forth herein or herein provided. As stated in Article 1 of this Agreement, TSUS's Proposal, Policies, Addendum(s), if any, submitted to Purchaser, shall control over any conflicting terms. TSUS specifically rejects any exceptions to this Agreement, Pro-posals, Polices, and/or Addendum(s) on the face of any purchase order. Purchaser shall advise TSUS in writing of all conflicts, errors, omissions, or discrepancies among the Proposal, Policies, Addendum(s) and this Agreement immediately upon discovery. This Agreement shall supersede any standard, preprinted terms and conditions that are automatically attached to purchase orders issued by Purchaser. The remedies expressly provided for in these conditions are exclusive and in lieu of any other remedies which Purchaser may have under the Uniform Commercial Code or other applicable law. 27. US Government Contracts. (a) This Article 27 applies only if the Agreement is for the direct or indirect sale to any agency of the U.S. government and/or is funded in whole or in part by any agency of the U.S. government. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 8 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 (b) Purchaser agrees that all Equipment and Services provided by TSUS meet the definition of "commercial-off-the-shelf" ("COTS") or "commercial item" as those terms are defined in Federal Acquisition Regulation ("FAR") 2.101. To the extent the Buy America(n) Act, Trade Agreements Act, or other domestic preference requirements are applicable to this Agreement, the country of origin of Equipment is unknown unless otherwise specifically stated by TSUS in this Agreement. Purchaser agrees any Services offered by TSUS are exempt from the Service Contract Act of 1965 (FAR 52.222-41). The version of any applicable FAR clause listed in this Article 28 shall be the one in effect on the effective date of this Agreement. (c) If Purchaser is an agency of the U.S. Government, then as permitted by FAR 12.302, Purchaser agrees that all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms and Conditions. Purchaser further agrees the subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the Agreement price. (d) If Purchaser is procuring the Equipment or Services as a contractor, or subcontractor at any tier, on behalf of any agency of the U.S. Government, then Purchaser agrees that FAR 52.212-5(e) or 52.244-6 (whichever is applicable) applies only to the extent applicable for sale of COTS and/or com-mercial items and as appropriate for the purchase order price. 28. Data Protection. (a) The parties agree that the protection of Personal Data is very important. If Purchaser discloses Personal Data to TSUS, TSUS shall comply with all applicable data protection laws and regulations. Purchaser shall comply with all applicable data protection laws and regulations in respect of any Personal Data it receives from TSUS in the course of receiving the Equipment or Services. (b) The parties agree that neither will withhold or delay its consent to any changes to this clause which are required to be made in order to comply with applicable data protection laws and regulations and/or with guide-lines and order from any competent supervisory authority, and their application to the Equipment or Services from time to time, and agrees to implement any such changes at no additional cost to the other party. (c) The parties acknowledge that the processing of Personal Data in accordance with this purchase order may require the conclusion of additional data processing agreements or additional data protection agreements. If and to the extent such additional data processing agreements or additional data protection agreements are not initially concluded as part of the purchase order, the parties shall, and shall ensure that their relevant affiliates or subcontractors shall, upon the other's request promptly enter into any such agreement with an affiliate, as designated by the other party and as required by mandatory law or a competent data protection or other competent authority. 29. Workshop Services For Services performed in TSUS's workshops, Purchaser shall deliver the equipment to be serviced DDP (INCOTERMS 2020) applicable TSUS workshop. Upon completion of the Service, TSUS shall notify Purchaser that the service Equipment is ready for pickup and shall deliver it FCA (INCOTERMS 2020) applicable TSUS workshop. Item No. Part number Quantity UoM Unit price Amount Part no. Customer Price base Description Adjustment Adjustment amount 10 HZTL116631P0024 1 PCE USD 32,945.00 USD 32,945.00 1 Nozzle ring SubTotal 32,945.00 20 HZTL118794P0002 2 PCE USD 12,076.90 USD 24,153.80 1 Cover ring SubTotal 24,153.80 Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 9 of * 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Fixed Charge for Inv 0.00 Total Freight 0.00 Total Tax 0.00 Total Amount 57,098.80 Additional Information : If you have any questions regarding this invoice, please contact ABB Accounts Receivable by visiting http://new.abb.com/us/arinquiries or 1-866-330-2461. Please send remittance advices to us.sasacctrec@us.abb.com. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105700150 Original Page 10 of 10 11/08/2022 10:58:21 PR1-110/092522/USGASHA Total Amount: USD 57,098.80 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. Invoice Invoice number :7105713949 Invoice date :10/05/2022 Terms of payment :30 Days net :270002338Customer no. Due date :11/04/2022 Currency :USD Customer P.O. :1293022 Customer contact : Customer P.O.date :09/30/2022 Bill of lading no. : Shipped date : Terms of delivery : Delivery method :Ground parcel - INCO terms :DDP NEAREST INT AIRPORT Sales department :Turbo Serv Houston Sales person : Sales order no. :3073036 Project manager : Project no. : Federal I.D. no :87-1881091 Invoice address Bill to : 270002338 CITY OF DENTON 215 E MCKINNEY ST DENTON TX 76201 USA Customer address Sold to : 270002338 CITY OF DENTON 215 E MCKINNEY ST DENTON TX 76201 USA Delivery address Ship to : 270002338 CITY OF DENTON 215 E MCKINNEY ST DENTON TX 76201 USA General Terms and Conditions : If the parties do not have any other agreement in place to govern the scope herein (e.g. MSA, or other negotiated T&Cs) Accelleron's (Turbo Systems US Inc.) General Terms and Conditions of Sales for Turbocharging (Excluding Software) apply. TURBO SYSTEMS US, INC. ("TSUS") GENERAL TERMS AND CONDITIONS OF SALE (EXCLUDING SOFTWARE) 1. General. The terms and conditions contained herein, together with any additional or different terms contained in TSUS's proposal, quotation and/or invoice ("Proposal"), if any, submitted to Purchaser (which Proposal, Policies, Addendum(s), if any, submitted to Purchaser shall control over any conflicting terms), constitute the entire agreement (the "Agreement") between the parties with respect to the purchase order and supersede all prior communications and agreements regarding the purchase order. Acceptance by TSUS of the purchase order, or Purchaser's acceptance of TSUS's Proposal, is expressly limited to and conditioned upon Purchaser's acceptance of these terms and conditions, payment for or acceptance of any performance by TSUS being acceptance. These terms and conditions may not be changed or superseded by any different or additional terms and conditions proposed by Purchaser to which terms TSUS hereby objects. Unless the context other-wise requires, the term "Equipment" as used herein means all of the equipment, parts, accessories sold under the purchase order. Unless the context otherwise requires, the term "Services" as used herein means all labor, supervisory, technical and engineering, installation, repair, consulting or other services provided by TSUS under the purchase order. As used herein, the term "Purchaser" shall also include the initial end user of the Equipment and/or services; provided, however, that Article 14(a) shall apply exclusively to the initial end user. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 1 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 received AP 11/9/22 DB DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 2. Prices. (a) Unless otherwise specified in writing, all Proposals expire thirty (30) days from the date thereof and may be modified or with-drawn by TSUS before receipt of Purchaser's conforming acceptance.All quoted prices are subject to revision at any time in the event of any increase in raw materi-al, energy costs or governmental actions such as tariffs. (b) Unless otherwise stated herein, Services prices are based on normal business hours (8 a.m. to 5 p.m. Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1 1/2) times the hourly rate; and Sunday hours will be billed at two (2) times the hourly rate; holiday hours will be billed at three (3) times the hourly rate. If a Services rate sheet is attached hereto, the applicable Services rates shall be those set forth in the rate sheet. Rates are subject to change without notice. (c) The price does not include any federal, state or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable. Purchaser agrees to pay or reimburse any such taxes which TSUS or its suppliers are required to pay or collect. If Purchaser is exempt from the payment of any tax or holds a direct payment permit, Purchaser shall, upon purchase order placement, provide TSUS a copy, acceptable to the relevant governmental authorities of any such certificate or permit. (d) The price includes customs duties and other importation or exportation fees, if any, at the rates in effect on the date of TSUS's Proposal. Any change after that date in such duties, fees, or rates, shall increase the price by TSUS's additional cost. 3. Payment. (a) Unless specified to the contrary in writing by TSUS, payment terms are net cash, payable without offset, in United States Dollars, 30 days from date of invoice by wire transfer to the account designated by TSUS in the Proposal. TSUS is not required to commence or continue its performance unless and until invoiced payments have been received in a timely fashion. For each day of delay in receiving required payments, TSUS shall be entitled to a matching extension of the schedule. (b) If in the judgment of TSUS the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified, TSUS may require payment in advance, payment security satisfactory to TSUS and suspend its performance until said advance payment or payment security is received or may terminate the purchase order, whereupon TSUS shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Purchaser, payment shall be due on the date TSUS is prepared to make delivery. Delays in delivery or nonconformities in any installments delivered shall not relieve Purchaser of its obligation to accept and pay for remaining installments. (c) Purchaser shall pay, in addition to the overdue payment,a late charge equal to the lesser of 1 1/2% per month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts plus TSUS's attorneys' fees and court costs incurred in connection with collection. If Purchaser fails to make payment of any amounts due under any purchase order and fails to cure such default within ten (10) days after receiving written notice specifying such default, then TSUS may by written notice, at its option, suspend its performance under the purchase order until such time as the full balance is paid or terminate the purchase order, as of a date specified in such notice. In the event of suspension, cancellation or termination hereunder, TSUS will be entitled to recover all costs for work performed to date, costs associated with suspension, cancellation or termination of the work and all other costs recoverable at law. 4. Changes. (a) Any changes requested by Purchaser affecting the ordered scope of work must first be reviewed by TSUS and any resulting ad-justments to affected provisions, including price, schedule, and guarantees mutually agreed in writing prior to implementation of the change. (b) TSUS may, at its expense, make such changes in the Equipment or Services as it deems necessary, in its sole discretion,to con-form the Equipment or Services to the applicable specifications. If Purchaser objects to any such changes, TSUS shall be relieved of its obligation to conform to the applicable specifications to the extent that conformance may be affected by such objection. 5. Shipping/Delivery. (a) Shipping dates are quoted based on conditions prevailing on the date of the quotation. (b) All Equipment drop-shipped from TSUS's affiliate factories is delivered CIP (INCOTERMS 2020) applicable factory.Equipment shipped from TSUS facilities in the US is delivered FCA (INCOTERMS 2020) applicable TSUS workshop. Purchaser shall be responsible for any and all demurrage or detention charges. (c) If the scheduled delivery of Equipment is delayed by Purchaser or by Force Majeure, TSUS may move the Equipment to storage for the account of and at the risk of Purchaser whereupon it shall be deemed to be delivered. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 2 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 (d) Shipping and delivery dates are contingent upon Purchaser's timely approvals and delivery by Purchaser of any documentation required for TSUS's performance hereunder. (e) Claims for shortages or other errors in delivery must be made in writing to TSUS within ten days of delivery. Equipment may not be returned except with the prior written consent of and subject to terms specified by TSUS. Claims for damage after delivery shall be made directly by Purchaser with the common carrier 6. Title & Risk of Loss. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment. Title to the Equipment sold shall remain with the TSUS until fully paid for by Purchaser. 7. Inspection, Testing and Acceptance. (a) Any inspection by Purchaser of Equipment on TSUS's premises shall be scheduled in advance to be performed during normal working hours and subject to rules and regulations in place at the TSUS premises. (b) If the purchase order provides for factory acceptance testing, TSUS shall notify Purchaser when TSUS will conduct such testing prior to shipment. Unless Purchaser states specific objections in writing within ten (10) days after completion of factory acceptance testing, completion of the ac-ceptance test constitutes Purchaser's factory acceptance of the Equipment and its authorization for shipment. (c) If the purchase order provides for site acceptance testing, testing will be performed by TSUS personnel to verify that the Equip-ment has arrived at site complete, without physical damage, and in good operating condition. Completion of site acceptance testing constitutes full and final ac-ceptance of the Equipment. If, through no fault of TSUS, acceptance testing is not completed within thirty (30) days after arrival of the Equipment at the site, the site ac-ceptance test shall be deemed completed and the Equipment shall be deemed accepted. 8. Warranties and Remedies. (a) Equipment and Services Warranty. TSUS warrants the Equipment 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 turbo-chargers, in each case, shall be six (6) months from the date of shipment from TSUS's factory to first Purchaser. TSUS warrants Services against defects in workmanship for a period of six (6) months from the date of completion of such Services. TSUS's warranty is conditioned upon Purchaser giving TSUS immediate written notice upon discovery of any such defect. Defective Equipment must be held for TSUS's inspection and, if requested by TSUS, sent to a TSUS service station as designated by TSUS, trans-portation prepaid by Purchaser. (b) Equipment and Services Remedy. If a nonconformity to the foregoing warranty is discovered in the Equipment or Services during the applicable Warranty Remedy Period, as specified above, under normal and proper use and provided the Equipment has been properly stored, installed, operated and maintained and written notice of such nonconformity is provided to TSUS promptly after such discovery and within the applicable Warranty Remedy Period, TSUS shall, at its option, either (i) repair or replace the nonconforming portion of the Equipment, and without charge to Purchaser, deliver any such replacement or repaired part to the original INCOTERM delivery point, or re-perform the nonconforming Services or (ii) refund the portion of the price applicable to the nonconforming portion of Equipment or Services. If any portion of the Equipment or Services so repaired, replaced or re-performed fails to conform to the foregoing warranty, and written notice of such nonconformity is provided to TSUS promptly after discovery and within the original Warranty Remedy Period applicable to such Equipment or Services or 30 days from completion of such repair, replacement or re-performance, whichever is later, TSUS will repair or replace such nonconforming Equipment or re-perform the nonconforming Services. The original Warranty Remedy Period shall not otherwise be extended. (c) Exceptions. TSUS shall not be responsible for providing temporary power, removal, installation, reimbursement for labor costs or free and clear working access to the nonconforming Equipment, including disassembly and re-assembly of non-TSUS supplied equipment, or for providing transportation to or from any repair facility, or for any other expenses incurred in connection with the repair or replacement, all of which shall be at Purchaser's risk and expense. TSUS shall have no obligation hereunder with respect to any Equipment which exceeds the original equipment manufacturer's recommended useful life or, if after delivery, is subjected to abuse, accident, Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 3 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 alteration or repair by anyone other than engineers authorized by TSUS, improper storage, misuse in its application, improper maintenance or failure to observe operating instructions or, if upon discovering a defect, Purchaser 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.. TSUS reserves the right to check and investigate any claim made by Purchaser that a defect in Equipment exists before taking any steps to correct such defect. Equipment supplied by TSUS but manufactured by others is warranted only to the extent of the manufacturer's warranty, and only the remedies, if any, provided by the manufacturer will be allowed. (d) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE PURCHASER'S EXCLUSIVE REMEDIES AND TSUS'S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY. 9. Intellectual Property Infringement. (a) TSUS shall defend at its own expense any action brought against Purchaser alleging that the Equipment or the use of the Equip-ment to practice any process for which such Equipment is specified by TSUS (a "Process") directly infringes a patent in effect in the United States, an European Union mem-ber state or the country of the Site (provided there is a corresponding patent issued by the U.S., UK or an EU member state), or any copyright or trademark registered in the country of the Site and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given TSUS prompt written notice of such action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) TSUS shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by TSUS; (ii) any Equipment or Process supplied accord-ing to a design, other than an TSUS design, required by Purchaser; (iii) any products manufactured by the Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of TSUS. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, TSUS shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE EXCLUSIVE LIABILITY OF TSUS AND EQUIPMENT MANUFACTURER FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that TSUS is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by TSUS or to produce an article, and by reason of said modification, combination, performance or production, an action is brought against TSUS, Purchaser shall defend and indemnify TSUS in the same manner and to the same extent that TSUS would be obligated to indemnify Purchaser under this "Intel-lectual Property Infringement" provision. 10. Waiver of Consequential Damages. In no event shall TSUS, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of profits or revenue, loss of data, loss of use, loss of use of any of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of the Purchaser or other third parties for any damages. 11. Limitation of Liability. (a) TSUS's aggregate liability for all claims whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, re-sale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case (except as provided in the section entitled "Intellectual Property Infringement") exceed the purchase order price. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 4 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 (b) All causes of action against TSUS arising out of or relating to this Agreement or the performance or breach hereof shall expire unless brought within one year of the time of accrual thereof. (c) In no event, regardless of cause, shall TSUS be liable for penalties or penalty clauses of any description or for indemnification of Purchaser or others for costs, damages, or expenses arising out of or related to the Equipment and/Services. 12. Laws and Regulations. TSUS does not assume any responsibility for compliance with federal, state or local laws and regulations, except as expressly set forth herein, and compliance with any laws and regulations relating to the operation or use of the Equipment is the sole responsibility of the Purchaser. All laws and regu-lations referenced herein shall be those in effect as of the Proposal date. In the event of any subsequent revisions or changes thereto, TSUS assumes no responsibility for compliance therewith. If Purchaser desires a modification as a result of any such change or revision, it shall be treated as a change per Article 4. Nothing contained herein shall be construed as imposing responsibility or liability upon TSUS for obtaining any permits, licenses or approvals from any agency required in connection with the supply, erection or operation of the Equipment. This Agreement shall in all respects be governed by, and construed, interpreted and enforced in accordance with the laws of the State of New York, USA, excluding its conflicts of laws rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and both parties hereby agree that any litigation concerning, arising out of, or related to this Agreement, whether claims are based on contract, tort, equity or otherwise, shall be conducted only in the state or federal courts functioning in the State of New York, Manhattan County and waive the defense of an inconvenient forum in respect to any such litigation. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof and these terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed. 13. OSHA. TSUS warrants that the Equipment will comply with the relevant standards of the Occupational Safety and Health Act of 1970 ("OSHA") and the regulations promulgated thereunder as of the date of the Proposal. Upon prompt written notice from the Purchaser of a breach of this warranty, TSUS will replace the affected part or modify it so that it conforms to such standard or regulation. TSUS's obligation shall be limited to such replacement or modification. In no event shall TSUS be responsible for liability arising out of the violation of any OSHA standards relating to or caused by Purchaser's design, location, operation, or maintenance of the Equipment, its use in association with other equipment of Purchaser, or the alteration of the Equipment by any party other than TSUS. 14. Tools & Materials/Technical Documents. The Purchaser is responsible for providing, at its own expense, all cranes,rigging, tools, launch services and such other facilities or assistance to enable TSUS to efficiently perform the Services and all fuel,lubricating oil, water, electric power, and other supplies and utilities that may be required in connection with the Services. Technical documents shall serve only as an approximate indication unless they have been specified as binding. Technical documents are to be treated in confidence by the Purchaser and remain the exclusive property of the TSUS. They may be used only for operation and maintenance of the Equipment and are not to be copied or disclosed to other parties without TSUS's written consent. 15. Inventions and Information. Unless otherwise agreed in writing by TSUS and Purchaser, all right, title and interest in any inventions, developments, improve-ments or modifications of or for Equipment and Services shall remain with TSUS. Any design, manufacturing drawings or other information submitted to the Purchaser remains the exclusive property of TSUS. Purchaser shall not, without TSUS's prior written consent, copy or disclose such information to a third party. Such information shall be used solely for the operation or maintenance of the Equipment and not for any other purpose, including the duplication thereof in whole or in part. 16. Force Majeure. TSUS shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when pre-vented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), delays attributable to outbreaks, epidemics and pandemics, Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Purchaser, compliance with government regulations, insur-rection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production. 17. Cancellation. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 5 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Special order, custom designed, and made-to-order Equipment are non-cancelable and non-returnable. Any other purchase order may be cancelled by Purchaser only upon prior written notice and payment of termination charges as set forth below: For Spare Parts: Cancellations are charged with a fee based on the order net value to cover costs for handling costs and restocking. Following fee shall apply: 1% for processed orders with goods still in stock. 3% for processed orders with goods removed from stock and assembled. 8% for processed orders with goods packed and ready for shipping. The minimum costs for costs incurred is 350 USD. For Services: The purchase price of the work performed prior to the effective date of notice of termination, the costs identified to the purchase order incurred by TSUS for work not completed, and all expenses incurred by TSUS attributable to the termination, plus a fixed sum of ten (10) percent of the final total price to compensate for disruption in scheduling, planned production and other indirect costs. 18. Termination. (a) No termination by Purchaser for material default shall be effective unless, within fifteen (15) days after receipt by TSUS of Pur-chaser's written notice specifying such default, TSUS shall have failed to initiate and pursue with due diligence correction of such specified default. (b) If the event of termination for a material default, TSUS shall reimburse Purchaser the difference between that portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Purchaser to complete that scope,and Purchaser shall pay to TSUS the portion of the Agreement price allocable to Equipment completed and any amounts due for Services performed before the effective date of termination. (c) TSUS may terminate the Agreement (or any affected portion thereof) immediately for cause if Purchaser becomes insol-vent/bankrupt, or materially breaches the Agreement, including, but not limited to, failure or delay in Purchaser making any payment when due, or fulfilling any payment conditions. 19. Export Control. (a) Purchaser represents and warrants that the Equipment and Services provided hereunder and the "direct product" thereof are intended for civil use only and will not be used, directly or indirectly, for the production of chemical or biological weapons or of precursor chemicals for such weapons, or for any direct or indirect nuclear end use. Purchaser agrees not to disclose, use, export or re-export, directly or indirectly, any information provided by TSUS or the "direct product" thereof as defined in the Export Control Regulations of the United States Department of Commerce, except in compliance with such Regulations. (b) If applicable, TSUS shall file for a U.S. export license,but only after appropriate documentation for the license application has been provided by Purchaser. Purchaser shall furnish such documentation within a reasonable time after purchase order acceptance. Any delay in obtaining such license shall suspend performance of this Agreement by TSUS. If an export license is not granted or, if once granted, is thereafter revoked or modified by the appropriate authorities, this Agreement may be canceled by TSUS without liability for damages of any kind resulting from such cancellation. At TSUS's request, Purchaser shall pro-vide to TSUS a Letter of Assurance and End-User Statement in a form reasonably satisfactory to TSUS. 20. Assignment. Any assignment of this Agreement or of any rights or obligations under the Agreement without prior written consent of TSUS shall be void. 21. Nuclear. Equipment and Services sold hereunder are not intended for use in connection with any nuclear facility or activity, and Purchaser warrants that it shall not use or permit others to use Equipment or Services for such purposes, without the advance written consent of TSUS. If, in breach of this, any such use occurs, TSUS (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, including without limitation any physical damage to a nuclear facility itself,resulting from a nuclear incident and, in addition to any other rights of TSUS, Purchaser shall indemnify and hold TSUS (and its parent, affiliates, suppliers and subcontractors) harmless against all such liability including, but not limited to, any physical damage to the nuclear facility or surrounding properties, if any. Consent of TSUS to any such use, if any, will be conditioned upon additional terms and conditions that TSUS determines to be ac-ceptable for protection against nuclear Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 6 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 liability including but not limited to the requirement that the Purchaser and/or its end user customer shall have complete insurance protection against liability and property damage including without limitation physical damage to a nuclear facility itself or any surrounding properties, if any, result-ing from a nuclear incident and shall indemnify TSUS, its subcontractors, suppliers and vendors against all claims resulting from a nuclear incident including, but not limited to, any physical damage to the nuclear facility. 22. Resale. If Purchaser resells any of the Equipment or Services, the sale terms shall limit TSUS's liability to the buyer to the same extent that TSUS's liability to Purchaser is limited hereunder. Additionally, if the end-user intends to use the Equipment or Services in connection with any nuclear facility or activity, the Purchaser shall require the enduser comply with the financial requirements under Price-Anderson Act (PAA) and secure a written release of liability which flows from the end-user to the benefit of TSUS. 23. Environmental, Health and Safety Matters. (a) Purchaser shall be obligated to maintain safe working conditions at its facility or location (the "Site"), including the implementing of appropriate procedures regarding Hazardous Materials, confined space entry, and energization and de-energization of power systems (electrical, mechanical and hy-draulic) using safe and effective lockout/tag-out ("LOTO") procedures including physical LOTO or a mutually agreed upon alternative method. (b) Purchaser shall immediately advise TSUS in writing of all applicable Site-specific health, safety, security and environmental re-quirements and procedures. Without limiting Purchaser's responsibilities hereunder, TSUS has the right but not the obligation to, from time to time, review, audit and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the Site. (c) If, in TSUS's reasonable opinion, the health, safety, or security of personnel or the Site is, or is likely to be, imperiled by security risks, the presence of or threat of exposure to Hazardous Materials, or unsafe working conditions, TSUS may, in addition to other rights or remedies available to it, remove some or all of its personnel from Site, suspend performance of all or any part of the purchase order, and/or remotely perform or supervise work. Any such occurrence shall be considered a Force Majeure event. Purchaser shall reasonably assist in ensuring the safe departure of personnel from the Site. (d) Purchaser shall not require or permit TSUS's personnel to operate Purchaser's equipment at Site. (e) Purchaser will make its Site medical facilities and resources reasonably available to TSUS personnel who need medical attention. (f) TSUS has no responsibility or liability for the pre-existing condition of Purchaser's equipment or the Site, which is the sole re-sponsibility of Purchaser. Prior to TSUS starting any work at Site, Purchaser will provide documentation that identifies the presence and condition of any Hazardous Materi-als existing in or about Purchaser's equipment or the Site that TSUS may encounter while performing under this Agreement. The provision of such documentation shall in no way release Purchaser from its responsibility for said conditions. Purchaser shall disclose to TSUS industrial hygiene and environmental monitoring data regarding conditions that may affect TSUS's work or personnel at the Site. Purchaser shall keep TSUS informed of changes in any such conditions. (g) TSUS shall promptly notify Purchaser if TSUS becomes aware of: (i) conditions at the Site differing materially from those disclosed by Purchaser, or (ii) previously unknown physical conditions at Site differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. If any such conditions cause an increase in TSUS's cost of, or the time required for, performance of any part of the work under the Agreement, an equitable adjustment in price and schedule shall be made. (h) If TSUS encounters Hazardous Materials in Purchaser's equipment or at the Site that require special handling or disposal, TSUS is not obligated to continue work affected by the hazardous conditions. In such an event, Purchaser shall at its sole cost and expense eliminate the hazardous conditions in accordance with applicable laws and regulations so that TSUS's work under the Agreement may safely proceed, and TSUS shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in TSUS's cost of, or time required for, performance of any part of the work. Purchaser shall properly store, transport and dispose of all Hazardous Materials introduced, produced or generated in the course of TSUS's work at the Site. (i) Purchaser shall indemnify TSUS for any and all claims, damages, losses, and expenses arising out of or relating to any Hazardous Materials which are or were (i) present in or about Purchaser's equipment or the Site prior to the commencement of TSUS's work, (ii) improperly handled or disposed of by Purchaser or Purchaser's employees, agents, contractors or subcontractors, or (iii) brought, generated, produced or released on Site by parties other than TSUS. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 7 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 24. Confidentiality. (a) TSUS and Purchaser (as to information disclosed, the "Disclosing Party") may each provide the other party (as to information received, the "Receiving Party") with Confidential Information in connection with this Agreement. "Confidential Information"means (a) information that is designated in writing as "confidential" or "proprietary" by Disclosing Party at the time of written disclosure,and (b) information that is orally designated as "confidential" or "proprietary" by Disclosing Party at the time of oral or visual disclosure and is confirmed to be "confidential" or "proprietary" in writing within fifteen (15) days after the oral or visual disclosure. In addition, prices for Products and Services shall be considered TSUS's Confidential Information. (b) Receiving Party agrees: (i) to use the Confidential Information only in connection with the Agreement and use of Products and Services, (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential Information to a competitor of Disclosing Party. Notwithstanding these restrictions, each party shall permit access to the other's Confidential Information only to its employees who: (i) reasonably require access to Confidential Information for purposes approved by this Agreement, and (ii) have undertaken a binding obligation of confidentiality with respect to the confidential information of others entrusted to him or her, and (iii) have been apprised of the confidentiality obligations hereunder. TSUS may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the purchase order. A Receiving Party may only disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Receiving Party shall upon request return to Disclosing Party or destroy all copies of Confidential Infor-mation except to the extent that a specific provision of the Agreement entitles Receiving Party to retain an item of Confidential Information. TSUS may also retain one archive copy of Purchaser's Confidential Information. (c) The obligations under this Article 24 shall not apply to any portion of the Confidential Information that: (i) is or becomes general-ly available to the public other than as a result of disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party's knowledge, subject to a confidentiality obligation to Disclos-ing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law or valid legal process provided that the Receiving Party intending to make disclosure in response to such requirements or process shall promptly notify the Disclos-ing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information. (d) As to any individual item of Confidential Information, the restrictions under this Article 24 shall expire five (5) years after the date of disclosure. This Article 24 does not supersede any separate confidentiality or nondisclosure agreement signed by the parties. 25. Non-Survival. The following Articles shall not survive termination or cancellation of this Agreement: 5, 7, 8, 17 and 18. All other Articles shall survive the termination or cancellation of the Agreement. 26. Entire Agreement. This Agreement constitutes the entire agreement between TSUS and Purchaser. There are no agreements, understandings,re-strictions, warranties, or representations between TSUS and Purchaser other than those set forth herein or herein provided. As stated in Article 1 of this Agreement, TSUS's Proposal, Policies, Addendum(s), if any, submitted to Purchaser, shall control over any conflicting terms. TSUS specifically rejects any exceptions to this Agreement, Pro-posals, Polices, and/or Addendum(s) on the face of any purchase order. Purchaser shall advise TSUS in writing of all conflicts, errors, omissions, or discrepancies among the Proposal, Policies, Addendum(s) and this Agreement immediately upon discovery. This Agreement shall supersede any standard, preprinted terms and conditions that are automatically attached to purchase orders issued by Purchaser. The remedies expressly provided for in these conditions are exclusive and in lieu of any other remedies which Purchaser may have under the Uniform Commercial Code or other applicable law. 27. US Government Contracts. (a) This Article 27 applies only if the Agreement is for the direct or indirect sale to any agency of the U.S. government and/or is funded in whole or in part by any agency of the U.S. government. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 8 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 (b) Purchaser agrees that all Equipment and Services provided by TSUS meet the definition of "commercial-off-the-shelf" ("COTS") or "commercial item" as those terms are defined in Federal Acquisition Regulation ("FAR") 2.101. To the extent the Buy America(n) Act, Trade Agreements Act, or other domestic preference requirements are applicable to this Agreement, the country of origin of Equipment is unknown unless otherwise specifically stated by TSUS in this Agreement. Purchaser agrees any Services offered by TSUS are exempt from the Service Contract Act of 1965 (FAR 52.222-41). The version of any applicable FAR clause listed in this Article 28 shall be the one in effect on the effective date of this Agreement. (c) If Purchaser is an agency of the U.S. Government, then as permitted by FAR 12.302, Purchaser agrees that all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms and Conditions. Purchaser further agrees the subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the Agreement price. (d) If Purchaser is procuring the Equipment or Services as a contractor, or subcontractor at any tier, on behalf of any agency of the U.S. Government, then Purchaser agrees that FAR 52.212-5(e) or 52.244-6 (whichever is applicable) applies only to the extent applicable for sale of COTS and/or com-mercial items and as appropriate for the purchase order price. 28. Data Protection. (a) The parties agree that the protection of Personal Data is very important. If Purchaser discloses Personal Data to TSUS, TSUS shall comply with all applicable data protection laws and regulations. Purchaser shall comply with all applicable data protection laws and regulations in respect of any Personal Data it receives from TSUS in the course of receiving the Equipment or Services. (b) The parties agree that neither will withhold or delay its consent to any changes to this clause which are required to be made in order to comply with applicable data protection laws and regulations and/or with guide-lines and order from any competent supervisory authority, and their application to the Equipment or Services from time to time, and agrees to implement any such changes at no additional cost to the other party. (c) The parties acknowledge that the processing of Personal Data in accordance with this purchase order may require the conclusion of additional data processing agreements or additional data protection agreements. If and to the extent such additional data processing agreements or additional data protection agreements are not initially concluded as part of the purchase order, the parties shall, and shall ensure that their relevant affiliates or subcontractors shall, upon the other's request promptly enter into any such agreement with an affiliate, as designated by the other party and as required by mandatory law or a competent data protection or other competent authority. 29. Workshop Services For Services performed in TSUS's workshops, Purchaser shall deliver the equipment to be serviced DDP (INCOTERMS 2020) applicable TSUS workshop. Upon completion of the Service, TSUS shall notify Purchaser that the service Equipment is ready for pickup and shall deliver it FCA (INCOTERMS 2020) applicable TSUS workshop. Item No. Part number Quantity UoM Unit price Amount Part no. Customer Price base Description Adjustment Adjustment amount 10 A175-M62-10900 1 PCE USD 323,358.20 USD 323,358.20 PN:10900 1 CARTRIDGE COMPLETE Disc%-Customer-1.50% SubTotal USD -4,850.37 318,507.83 20 HZTL116631P0024 1 PCE USD 32,595.40 USD 32,595.40 PN:56001 1 Nozzle ring SubTotal 32,595.40 Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 9 of * 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Item No. Part number Quantity UoM Unit price Amount Part no. Customer Price base Description Adjustment Adjustment amount 30 HZTL458071R0010 1 PCE USD 3,056.90 USD 3,056.90 PN:97070 1 Cleaning comp/Turbine SubTotal 3,056.90 Fixed Charge for Inv 0.00 Total Freight 0.00 Total Tax 0.00 Total Amount 354,160.13 Additional Information : If you have any questions regarding this invoice, please contact ABB Accounts Receivable by visiting http://new.abb.com/us/arinquiries or 1-866-330-2461. Please send remittance advices to us.sasacctrec@us.abb.com. Turbo Systems US Inc. 1109 Howard Dr DEER PARK TX 77536-2638 USA ACH/Wire Transfer to : Turbo Systems US Inc. JP MORGAN CHASE TAMPA FL ABA Number:021000021 SWIFT Code :CHASUS33 Account no :000000760783263 Mail Payment To Turbo Systems US Inc PO Box 772777 Detroit MI 48277 US Invoice 7105713949 Original Page 10 of 10 11/08/2022 10:59:37 PR1-110/092522/USGASHA Total Amount: USD 354,160.13 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 1/7 Turbo Systems US Inc., 77536 Deer Park, USA CITY OF DENTON 215 E MCKINNEY ST 76201 DENTON USA P.ST. Denton Energy Center Dear Arthur Pando, We are pleased to submit our Quotation for your reference . For any further questions we welcome you to contact us by email or telephone. We look forward to receiving your valuable order. Yours sincerely, Matthew Warren SERVICE COORDINATION Document Valid without signature DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 2/7 Quotation Customer Address Quotation Number 2023002036_02 CITY OF DENTON Quotation Date 19/01/2023 215 E MCKINNEY ST Valid Until 18/02/2023 76201 DENTON Payment Terms due net within 30 days net from invoice date USA Customer Number C000006212 VAT-nr. Customer Reference Billing Address Customer`s Handler Arthur Pando CITY OF DENTON 215 E MCKINNEY ST Requested Delivery Date 76201 DENTON Incoterm CPT USA Delivery Address CITY OF DENTON 215 E MCKINNEY ST 76201 DENTON USA Seller`s Handler Matthew Warren Direct Phone 2819308383 Mobile Phone 8328358071 Email matthew.warren@accelleron-industries.com Installation P.ST. Denton Energy Center Prepaid and Bill BackCourier - 3 day - Please send remittance advices to AR.USA@accelleron- industries.com Item Mat No./Description Qty Equipment Unit Price Gross Amount Net Amount 10 SSPA175MO02 Cartridge group - Service Work 1 HT568296 A175-M62 6,118.00 USD 6,118.00 USD 6,118.00 USD 20 SSPA175MC02 Nozzle ring - Mechanical cleaning - Add-On 1 HT568296 A175-M62 437.00 USD 437.00 USD 437.00 USD DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 3/7 30 SSPA175MC03 Cover ring - Mechanical cleaning - Add-On 1 HT568296 A175-M62 437.00 USD 437.00 USD 437.00 USD 40 SSPA175ME03 Turbine Blade - Replacing - Add-On 1 HT568296 A175-M62 2,840.00 USD 2,840.00 USD 2,840.00 USD 50 97075 HZTL458306R0001 Bearing Inspection 1 HT568296 A175-M62 649.00 USD 649.00 USD 616.55 USD Delivery Time Discount 5.00%-32.45 USD B Delivery 0.00%0.00 USD 60 29000 HZTL116630P0030 Turbine blade 45 HT568296 A175-M62 2,456.30 USD 110,533.50 USD 105,006.82 USD Delivery Time Discount 5.00%-5,526.68 USD B Delivery 0.00%0.00 USD 70 21005 HZTL323123P0030 Locking plate 45 HT568296 A175-M62 29.70 USD 1,336.50 USD 1,269.67 USD Delivery Time Discount 5.00%-66.83 USD B Delivery 0.00%0.00 USD 80 97070 HZTL458071R0010 Cleaning comp/Turbine 1 HT568296 A175-M62 3,240.60 USD 3,240.60 USD 3,078.57 USD Delivery Time Discount 5.00%-162.03 USD B Delivery 0.00%0.00 USD 90 SSPA175MO02 Cartridge group - Service Work 1 HT555457 A175-M62 6,118.00 USD 6,118.00 USD 6,118.00 USD 100 SSPA175MC02 Nozzle ring - Mechanical cleaning - Add-On 1 HT555457 A175-M62 437.00 USD 437.00 USD 437.00 USD 110 SSPA175MC03 Cover ring - Mechanical cleaning - Add-On 1 HT555457 A175-M62 437.00 USD 437.00 USD 437.00 USD 120 SSPA175ME03 Turbine Blade - Replacing - Add-On 1 HT555457 A175-M62 2,840.00 USD 2,840.00 USD 2,840.00 USD 130 29000 HZTL116630P0030 Turbine blade 45 HT555457 A175-M62 2,456.30 USD 110,533.50 USD 105,006.82 USD Delivery Time Discount 5.00%-5,526.68 USD DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 4/7 B Delivery 0.00%0.00 USD 140 21005 HZTL323123P0030 Locking plate 45 HT555457 A175-M62 29.70 USD 1,336.50 USD 1,269.67 USD Delivery Time Discount 5.00%-66.83 USD B Delivery 0.00%0.00 USD 150 97070 HZTL458071R0010 Cleaning comp/Turbine 1 HT555457 A175-M62 3,240.60 USD 3,240.60 USD 3,078.57 USD Delivery Time Discount 5.00%-162.03 USD B Delivery 0.00%0.00 USD 160 97075 HZTL458306R0001 Bearing Inspection 1 HT555457 A175-M62 649.00 USD 649.00 USD 616.55 USD Delivery Time Discount 5.00%-32.45 USD B Delivery 0.00%0.00 USD 170 SSPA175MO02 Cartridge group - Service Work 1 HT550199 A175-M62 6,118.00 USD 6,118.00 USD 6,118.00 USD 180 SSPA175MC02 Nozzle ring - Mechanical cleaning - Add-On 1 HT550199 A175-M62 437.00 USD 437.00 USD 437.00 USD 190 SSPA175MC03 Cover ring - Mechanical cleaning - Add-On 1 HT550199 A175-M62 437.00 USD 437.00 USD 437.00 USD 200 SSPA175ME03 Turbine Blade - Replacing - Add-On 1 HT550199 A175-M62 2,840.00 USD 2,840.00 USD 2,840.00 USD 210 29000 HZTL116630P0030 Turbine blade 45 HT550199 A175-M62 2,456.30 USD 110,533.50 USD 99,480.15 USD Delivery Time Discount 10.00%-11,053.35 USD C Delivery 0.00%0.00 USD 220 21005 HZTL323123P0030 Locking plate 45 HT550199 A175-M62 29.70 USD 1,336.50 USD 1,202.85 USD Delivery Time Discount 10.00%-133.65 USD C Delivery 0.00%0.00 USD 230 97070 HZTL458071R0010 Cleaning comp/Turbine 1 HT550199 A175-M62 3,240.60 USD 3,240.60 USD 2,916.54 USD Delivery Time Discount 10.00%-324.06 USD DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 5/7 C Delivery 0.00%0.00 USD 240 97075 HZTL458306R0001 Bearing Inspection 1 HT550199 A175-M62 649.00 USD 649.00 USD 584.10 USD Delivery Time Discount 10.00%-64.90 USD C Delivery 0.00%0.00 USD 250 SSPA175MC02 Nozzle ring - Mechanical cleaning - Add-On 1 HT567940 A175-M62 437.00 USD 437.00 USD 437.00 USD 260 SSPA175MC03 Cover ring - Mechanical cleaning - Add-On 1 HT567940 A175-M62 437.00 USD 437.00 USD 437.00 USD 270 SSPA175MO02 Cartridge group - Service Work 1 HT567940 A175-M62 6,118.00 USD 6,118.00 USD 6,118.00 USD 280 97084 HZTL454774R0031 Axial-Bearing change 1 HT567940 A175-M62 24,623.50 USD 24,623.50 USD 22,161.15 USD Delivery Time Discount 10.00%-2,462.35 USD C Delivery 0.00%0.00 USD 290 97081 HZTL454774R0032 Radial-Bearing change 1 HT567940 A175-M62 12,960.20 USD 12,960.20 USD 11,664.18 USD Delivery Time Discount 10.00%-1,296.02 USD C Delivery 0.00%0.00 USD 300 97075 HZTL458306R0001 Bearing Inspection 1 HT567940 A175-M62 649.00 USD 649.00 USD 584.10 USD Delivery Time Discount 10.00%-64.90 USD C Delivery 0.00%0.00 USD 310 97070 HZTL458071R0010 Cleaning comp/Turbine 1 HT567940 A175-M62 3,240.60 USD 3,240.60 USD 2,916.54 USD Delivery Time Discount 10.00%-324.06 USD C Delivery 0.00%0.00 USD 320 21000 HZTL221038R5030 Turbine 1 HT567940 A175-M62 162,907.80 USD 162,907.80 USD 146,617.02 USD Delivery Time Discount 10.00%-16,290.78 USD C Delivery 0.00%0.00 USD 330 25000 HZTL118421P0070 Compressor wheel 1 HT567940 A175-M62 85,341.30 USD 85,341.30 USD 76,807.17 USD DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 6/7 Delivery Time Discount 10.00%-8,534.13 USD C Delivery 0.00%0.00 USD 340 25008 HZTL324523P0001 Threaded stud 1 HT567940 A175-M62 646.80 USD 646.80 USD 582.12 USD Delivery Time Discount 10.00%-64.68 USD C Delivery 0.00%0.00 USD 350 42300 HZTL324572R0012 Partition wall 1 HT567940 A175-M62 15,276.80 USD 15,276.80 USD 13,749.12 USD Delivery Time Discount 10.00%-1,527.68 USD C Delivery 0.00%0.00 USD 360 42015 HZTL120695R0001 Sealing cover 1 HT567940 A175-M62 4,988.50 USD 4,988.50 USD 4,489.65 USD Delivery Time Discount 10.00%-498.85 USD C Delivery 0.00%0.00 USD Gross Amount Total Discount Net Amount 694,401.30 USD 54,215.39 USD 640,185.91 USD Disclaimer: PRICES QUOTED ARE IN U.S. DOLLARS. THIS QUOTATION IS VALID FOR 30 DAYS. THE TERMS AND CONDITIONS FOR THIS QUOTE ARE INCLUDED. PARTS AVAILABILITY IS SUBJECT TO PRIOR SALE. CREDIT TERMS ARE TO BE ESTABLISHED UPON PLACEMENT OF ORDER. Delivery Time Discount: Delivery Time, Business Days Discount Terms A Delivery 0% Less than 7 days between a fully accepted order and ex-works delivery B Delivery 5% More than 7 days between a fully accepted order and ex-works delivery C Delivery 10% More than 30 days between a fully accepted order and ex-works delivery D Delivery 20% More than 120 days between a fully accepted order and ex-works delivery. Note: The above Discount and Delivery Time applies to Spare Parts only. It does not include transportation Time Terms & Condition: Parts and Services are delivered acording our Terms & Condition, please find them attached. DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Turbo Systems US Inc. phone +1 281 930 8383Houston Area Service Center 1109 Howard Drive turbocharger.us@accelleron- industries.com 77536 Deer Park https://accelleron-industries.com/ USA 7/7 General Terms and Conditions We thank you for your order, which is subject to the attached terms and conditions. Terms and conditions Unless otherwise expressly agreed in writing by Accelleron Industries, this quotation is subject to Accelleron Industries’ General Terms and Conditions (2022) for the purchase of goods (in case of delivery of goods) and/or services (in case of provision of services), which are available under https://accelleron-industries.com/gtc. These General Terms and Conditions, as amended or supplemented from time to time, shall be deemed to be hereby incorporated and will apply in full and without any reservation or exception. No other general terms and conditions shall apply to the contractual relationship between Accelleron Industries and Customer. DocuSign Envelope ID: D5D287EE-342B-4FCA-83B7-0ED35A3F20B8 Certificate Of Completion Envelope Id: D5D287EE342B4FCA83B70ED35A3F20B8 Status: Completed Subject: ****City Manager Approval ******DOE for DEC Source Envelope: Document Pages: 33 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 1/27/2023 4:39:41 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/27/2023 4:51:43 PM Viewed: 1/27/2023 4:51:53 PM Signed: 1/27/2023 4:52:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/27/2023 4:52:59 PM Viewed: 1/29/2023 1:07:48 PM Signed: 1/29/2023 1:10:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.7.77 Sent: 1/29/2023 1:10:04 PM Resent: 2/1/2023 8:46:38 AM Viewed: 2/1/2023 2:02:04 PM Signed: 2/1/2023 2:05:49 PM 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: 47.184.119.151 Signed using mobile Sent: 2/1/2023 2:05:54 PM Viewed: 2/1/2023 2:19:35 PM Signed: 2/1/2023 2:20:15 PM 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: 1/27/2023 4:52:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Brown jason.brown@cityofdenton.com Denton Energy Center Plant Manager Security Level: Email, Account Authentication (None) Sent: 2/1/2023 2:20:20 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2022 10:01:13 AM ID: 2a701429-937c-4b4a-84ac-5f3e1e0cb9ce Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 2/1/2023 2:20:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/27/2023 4:51:43 PM Certified Delivered Security Checked 2/1/2023 2:19:35 PM Signing Complete Security Checked 2/1/2023 2:20:15 PM Completed Security Checked 2/1/2023 2:20:22 PM 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. 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