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Home My WebLink AboutR-2025-048 Resolution authorizing the sole source purchase of aeration system blower parts and repair services from Howden USA Company for the City of Yakima Wastewater DivisionA Chart Industries Company Howden USA Company 2475 George Urban Blvd. Depew, NY 14043 Telephone 716 817 6900 .Howden.com February 20, 2025 Subject: Sole Source Factory Authorized Service Dear Howden/Turblex Equipment Owners, Howden USA has been in business since 1854. Howden manufactures parts, performs repairs, and provides field services for Single and Multi -Stage Blowers, Gas Boosters, Steam Turbines, and Compressors. Services are available for new and legacy OEM equipment brands including: Steam turbines — Howden, Siemens Blowers, gas boosters, and compressors — HV-Turbo, Cord -Turbo, Turblex, Siemens Energy, Inc., Kuhnle, Kopp & Kausch, Spencer Fans — Schiele, Exvel Our commitment to exemplary operating installations is demonstrated by the Company's investment in the Customer Service/Parts Department. This highly trained group of professionals includes in-house technical and parts departments, as well as mechanical and instrumentation field services personnel. A staff of mechanical, electrical and instrumentation engineers from our engineering centers support the Howden field service group. Howden USA Company nor our agent will provide any technical information or support to any non -unauthorized entity related to subject equipment. Purchase orders ers should be addressed to: Howden USA Company 2475 George Urban Blvd. Depew, NY 14043 orderdesk.usa@chartindustnes.com Should you have any problems or additional needs, please do not hesitate to contact us at m Trace Environmental Sales Director d: 765 827 9200 m: 913 609 0829 e: Jim.trace©howden.com hcwd n.clud/ uote. A Chart Industries Company Web: www.chartindustries.com tl + From: Direct Tel: Email: Your Sales Contact: Calvin Kelly +14173805699 Calvin.Kelly@chartindustries.com Daniel Cyril Jensen - Daniel.Jensen@chartindustries.com To: Marc Cawley Company: City of Yakima WWTP Ref: City of Yakima WWTP Quote No: HUSADLL.AFM.002051/A Date: 08/02/2024 Page No: Page 1 of 4 Regarding: SITE# 280, JOB# 2937T, YAKIMA WA, KA5SV-GL210, SN 7062-64 Thank you for your enquiry submitted to Howden Aftermarket. We are happy to present below quotation for Howden Service & Supervision: !II Please carefully review PAYMENT & DELIVERY TERMS that apply to this proposal. As we look forward to receiving and shipping your order, agreement on terms is important to secure quick and timely processing of your order. Line Part No. Product Description Delivery Qty Unit Price Total Item time USD USD HOWDEN TO PROVIDE SIX (6) YEAR LTSA INCLUDING CLASS I, CLASS II AND ANNUAL INSPECTION ON THREE (3) KA5SV-GL210 SN 7062-64 Revolving Around You" 0 Day(s) 1.00 205,801.00 205,801.00 Page 1 of 4 1. Introduction This proposal is for a six (6) year service agreement for the Howden (Turblex) compressors installed at Yakima WA. We look forward to our continued relationship and are pleased to offer this proposal for your consideration. 2. Technical specification 2.1. Scope of supply/equipment description • Six (6) year service agreement for the three (3) compressors (Model KA5SV-GL210; S/l+l: 7062 ) Installed at Yakima WA. •'he factory sew '' program will consist of six (6) visits (performed annually) to the )obsite by a factory representative who will provide annual inspections,; Class I and Class II services. • A total of one (1) Class l seMee and one (1)Class ll srv( will be performed on each of the three (3) COrrtpressors in conjunction one or • of the six () plant visits( • A total of one (1) Process Tuning will be preformed by Howden Controls Engineer at a time of the customer choosing during the six (6) year LTSA. • Typical replacement parts for the Class I and Class II services are included. Any other replacement parts and labor are not included in this program. 2.2. Notes • Proposal assumes the site will provide at least one qualified helper to assist the Howden technician. This pricing also assumes that proper certified lifting will be available and the inlet filter/transition piece, and sound enclosures will be removed (if applicable) for access to perform above listed services. Does not include craft labor and special tools to support the work. • This proposal includes typical replacement parts for above listed services. Any significant wear or abnormalities identified requiring extra labor and / or parts shall be billed per Howden's standard Service Rate Total 205,801.00 Any estimates of delivery dates are based on our current backlog of orders and may therefore differ from the achievable delivery dates at the time of the actual order being placed. Howden will seek to consolidate shipments as much as possible. We ask that you clearly state on your Purchase order, if and when partial delivery is desired. Revolving Around You'" Page 2 of 4 Price and estimated delivery schedule is based upon material price and availability and factory loading at the time of the proposal, and may be subject to adjustment at the time of order placement and acknowledgement. For any Service & Supervision offered, an estimation was calculated using current rate sheet as a guide. Cost is approximate and a final invoiced amount will present actual cost based on actual hours as required/requested by site personnel. Typically, our service advisors will travel with diagnostic equipment only and will advise a mechanic/millwright with tools. Howden standard inspection, packaging and documentation apply to content of this proposal, unless specified above. Additional requirements will be quoted upon request. For Service & Supervision — additional Labor charge may apply to base rate, overtime rate and double time rate depending on actual hours on workday(s), weekend(s) and Howden locally observed holiday(s). Howden will supply equipment from Howden workshops/manufacturing sites and via Howden Supply chain approved suppliers sourced worldwide, optimized to give our customers the best value option. Non Inventory parts are non returnable; returned inventory parts are subject to restocking fee, and will not be accepted without agreement with Howden. In the event an account has an overdue balance with Howden, Howden reserves the right to hold shipment until payments are received, and the account is current. Terms and Conditions: Revolving Around You" This offer is made expressly subject to and conditioned upon acceptance of Seller's North American Standard Terms for Sale of Goods (available at: https://www.chartindustries.com/Terms-Conditions ). Unless otherwise negotiated and agreed to by Seller in writing, no other terms shall apply regardless of any statement on Buyer's documents to the contrary. Purchase Order Submission: A purchase order or a letter of acceptance is required as written notification of acceptance of this Proposal. Please ensure that your purchase order clearly states the Proposal number and is issued to: Howden USA Company Emailed to: Orderdesk.USA@Howden.com Howden minimum order value is $500. For any failure to pick up or direct shipment of goods within 10 Business days after written notice of availability, Howden will invoice a storage fee of $500 per week for the duration of the storage. For Prepay and Charge Orders, there will be a 10% charge of the net selling price applied to the order to cover the standard transportation and handling expenses to the first North American or Canadian destination. This will be added as s separate item or an invoice will be issued separately to the Buyer. This does not apply to overseas or expedited shipments. In addition, any expenses incurred by Seller because of special delivery arrangements requested by Buyer shall be billed to Buyer. Howden does not provide copies of freight invoices. For Credit Card Payments a 2% surcharge will be added onto orders over $3,000 when a credit card is the method of payment. The order value, including the surcharge, will be payable at the time of order placement and shall not be accepted at any point hereafter. Please note that your purchase order is still required as part of the new policy. Page 3 of 4 Delivery Terms: INCOTERMS 2020 EX Works - Origin Payment Terms: Warranty:: Price Validity: General: Seller is responsible for having the goods packed and made available at the Sellers's premises. The Buyer bears the full risk and cost from lief to the destination, including the loading of the cargo. Payment Terms are Net 30 days from invoice date: Invoice will be issued for the full amount upon receipt of Order. Twelve (12) months from installation or eighteen (18) months after date of shipment, which ever occurs first. This proposal expires in 90 days This Proposal and acceptance of any Purchase Order is subject to credit approval from Coface. Pricing does not include Federal, State or Export taxes or duties. In order to schedule a Service or Supervision to your site, your acknowledgement requesting the dispatch of a Service or Supervision technician and a copy of an approved purchase order is required. Please note that in case the Steel Price Index changes more than +/- 3% from the time of the proposal to the time of receiving the Purchase Order from Buyer, Howden reserves the right to adjust the price accordingly. Upon submittal of orders to Howden, Buyer acknowledges its name will be added to a confidential list of customers that purchased Howden product(s), and agrees that from time to time, Seller, in its discretion, may provide its name as a reference for these products to new customers or to contractors to demonstrate where these products have been sold. Howden is ISO 9001:2015 Certified. Regards, Calvin Kelly Howden Aftermarket Revolving Around You" Page 4 of 4 North American Standard Terms & Conditions for the Sale of Goods & Services. Howden IW 9/, l JA, . Ia a G, „_„1/1 <._a r .,. -��_ I,I\ i t G r 1J 1. DEFINITIONS Buyer: means the purchaser, whose name is set out in Howden's quote or as shown in Howden's acceptance of the Buyer's order. Contract means the agreement arising as a result of the Buyer's acceptance of Howden's quote, or Howden's acceptance of the Buyer's order, incorporating these terms and conditions. Contract Price: means the total sum payable as specified in the Contract. Direct Costs: means such direct costs borne and incurred by Howden associated with the Contract up to and including the date of suspension and/or termination, including but not limited to manufacturing costs, salaries, third party supplier costs and reasonable overhead and profit margin. Goods: means the equipment, parts or materials as specified in the Contract. Howden: means the Howden business unit, which bids for, or accepts an order from the Buyer. Services: means, as set forth in the Contract: (i) Construction Services: the supply of equipment, subcontracted craft labor supplied by and under the direct supervision of Howden, including on -site technical support in a variety of applicable trades and disciplines, to accomplish equipment installation and maintenance service; and/or (ii) Technical Services: supervisory and/or on -site technical support services supplied by Howden. 2. GENERAL 2.1 The Contract shall be subject to these terms and conditions as stated in or referred to in Howden's quote/proposal. Acceptance is made expressly subject to and conditioned upon acceptance of these North American Standard Terms and Conditions for Goods and Services. Any conflicting or additional terms submitted by Buyer in any request for quote, inquiry, purchase order or other contract document are expressly objected to without the need of any further notice of objection and they shall not, under any circumstances, be binding upon Howden unless expressly accepted in writing by Howden. In the event of any conflict with Buyer's order terms, these terms shall in all cases prevail. Acceptance shall not be delayed due to additions, minor omissions or defects that do not materially affect the use of the Goods. 3. PERFORMANCE 3.1 Any figures quoted by Howden for performance are based on Howden's experience and are such as Howden expects to attain on test. Howden will accept no liability for failure to attain any such figures unless Howden has specifically guaranteed them, subject to any tolerances specified or agreed to by Howden. If Howden specifically agrees in writing to guarantee performance, Howden is only responsible for proven performance deficiencies after Howden has been given notice and a reasonable opportunity to correct the deficiencies, and only if, and to the extent, Howden has agreed in writing to a liquidated damage clause which shall not in any event result in Howden incurring liability in excess of the Contract Price. 4. INSPECTIONS AND TESTS 4.1 Howden products are carefully inspected and where practicable, subject to Howden's standard tests before dispatch. If tests other than those specified in Howden's quote or tests in the presence of the Buyer or the Buyer's representative are required, these will be at additional cost to the Buyer. In the event the Buyer delays in carrying out any inspection or attending such tests after being given at least forty-eight (48) hours' notice that Howden is ready to test, the inspection or tests will proceed in the Buyer's absence and shall be deemed to have been made in the Buyer's presence and the results accepted by the Buyer. 5. DELIVERY 5.1 Unless otherwise agreed, delivery shall be Ex -Works in accordance with Incoterms 2020, and partial deliveries shall be acceptable to the Buyer. 5.2 In the event that Howden is unable to achieve the agreed Incoterms for reasons attributable to the Buyer within fourteen (14) days from notification of Goods readiness, Howden shall be entitled to invoice the Buyer and receive payment. Furthermore, after this fourteen (14) day period, storage costs will be chargeable to the Buyer in accordance with Section 6.1 6. STORAGE 6.1 If the Buyer, for reasons not attributable to or beyond the control of Howden, is unable to: (I) take delivery of the Goods: (11) arrange storage; or (hi) where applicable, give Howden its forwarding instructions to enable the dispatch of the Goods within fourteen (14) days from notification of Goods readiness, Howden may provide for storage of the Goods or arrange warehousing on the Buyer's behalf, in each instance at the Buyer's risk and cost. All such charges shall be due and payable by the Buyer on receipt of a simple receipt from Howden or the warehouse keeper as evidence of such storage or warehousing, 7. TITLE AND RISK 7.1 Legal and beneficial ownership (title) of the Goods shall remain vested in Howden until full payment of the Contract Price has been made by the Buyer. 7.2 The Goods will be at the Buyer's risk from the date of delivery, or if delivery is delayed by the Buyer for any reason, risk will transfer to the Buyer from the date that delivery should have taken place. B. SUBCONTRACTING 8.1 At its option, Howden may arrange for the manufacture of proprietary and subcontracted Goods and/or assembly, testing or any site related Services to be carried out by Howden (Howden manufacturing facilities operate Quality Management Systems compliant with EN ISO 9001), and/or Howden's choice of approved subcontractor, Any assignment by Buyer of the Contract without the express written permission of Howden shall be null and void. 9. TERMS OF PAYMENT 9.1 Unless otherwise agreed, payment shall be made within thirty (30) days from the date of Howden's invoice by electronic funds transfer (EFT) or automated clearing house (ACH) transaction. North American Standard Terms & Conditions for the Sale of Goods & Services. Version 3.0 Aug 24 Page 1 of 6 North American Standard Terms & Conditions for the Sale of Goods & Services. 9.2 Should any payment fall into arrears, Howden is entitled to postpone or cancel performance of the Contract wholly or in part and to be paid immediately for performance of the Contract to date (without obligation for liquidated damages, if applicable, incurred due to such termination). 9.3 Howden reserves the right to charge late fees at the lesser of the rate of 1.5% per month (18% per annum) or the maximum amount permitted by law, and require Buyer to pay all of Howden's collection costs. 9.4 No claim by the Buyer under warranty or otherwise shall entitle the Buyer to any deduction, retention or withholding of any part of the Contract Price. The terms of payment must be adhered to and any such claims handled separately. 9.5 For milestone payments required under this Contract, Howden may invoice on the original milestone completion date if the milestone is not met due to Buyers fault, untimely response or unreasonable delay. In the event that Buyer seeks to modify the Contract, Buyer agrees to make payments in accordance with the original contract terms until such time as modification is mutually agreed upon. Howden only waives claims for payment to the extent that such payments have been received by Howden. If, in Howden's reasonable opinion, Buyer's financial condition may jeopardize full or timely payment, Howden may: (1) require full or partial payment as a condition to commencing or continuing its performance (including in advance of any shipment); or (il) recover Goods from the carrier, if shipment has been made. 9.6 Buyer shall be responsible for all sales, use, value added and similar taxes ("Sales Taxes") required on the Goods and Services, which shall be In addition to the consideration payable for such Goods and Services. If Howden invoices Buyer for such Sales Taxes, then Buyer shall pay such amounts to Howden concurrent with the payment of the consideration upon which such Sales Taxes are calculated. If Howden does not invoice Buyer for such Sales Taxes, Buyer shall report and remit such Sales Taxes directly to the appropriate taxing authority within the time period required by law and shall provide evidence of such remittance to Howden upon request. Buyer shall be responsible for ail import, export, customs duties, fees and similar charges ("Duties"`) in respect of the Goods and Services, and if Howden is required to pay any amount of Duties in respect of the Goods and Services, then Buyer shall reimburse Howden for such amount upon request. 9.7 Howden reserves the right to adjust the Contract Price if Howden incurs extra costs due to changes or delays caused by Buyer. if, during the performance of this Contract, the price of raw materials significantly increases through no fault of Howden, the price of the Goods shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. As used herein, a significant price increase shall mean any raw material increase in price exceeding 5% experienced by Howden from the date of the Contract. Where the delivery of Goods is delayed through no fault of Howden, as a result of the shortage or unavailability of raw materials, Howden shall not be liable for any additional costs or damages associated with such delay(s). If a supplier increases the price of its equipment incorporated into the Goods during production, Buyer acknowledges that Howden may increase the price of the Goods accordingly. Such price increases shall be documented through quotes, invoices, or receipts. 10. CONTRACT CHANGES 10.1 In the event of a change to the Contract ("CO") resulting in an extension to the delivery date(s) which will impact Howden's invoice schedule, Howden reserve the right to invoice the Buyer for the original Contract Price in accordance with the most recent project plan, prior to the CO. Previous invoice milestones will be adjusted pro-rata and invoiced upon Howden's acceptance of the CO. Howden shall be entitled to an equitable adjustment for any increased cost and an adequate extension of time required by Howden to complete the Contract in accordance with any CO. 10.2 If Howden deems it necessary to vary any aspect of the Goods and/or the Contract due to an unforeseen change in any applicable law, local regulation or standard becoming effective or taking place after conclusion of the Contract, Howden shall inform the Buyer In writing defining explicitly the changes deemed necessary. In this case, Howden shall be entitled to an equitable adjustment for any Increased cost and an adequate extension of time required by Howden to complete the Contract in accordance with any applicable law, local regulation or standard. 11. LIABILITY FOR DELAY 11.1. Any Lead times quoted by Howden shall run from Howden's acceptance of the Buyer's order and/or on Howden's receipt of all necessary information to enable Howden to commence work under the Contract, whichever is later, and shall be subject to continued and timely performance from the Buyer. 11.2 Should Howden agree in the Contract to pay Buyer any liquidated damages, such liquidated damages shall be the Buyer's sole and exclusive remedy in the event of Howden's delay. 11.3 if Howden is delayed in its performance of the Contract solely attributable to the fault of the Buyer, the Buyer's agent and/or other contractors, Howden is entitled to receive payment at the time Howden was originally scheduled to be paid notwithstanding the delay. Shipments held beyond the scheduled date at the request or fault of Buyer may be billed immediately to Buyer including reasonable expenses incident to such delay, and Buyer shall assume the risk of loss thereof. 12. SERVICES 12.1 Technical Services. The following provisions shall apply where the Contract includes Technical Services: (i) Buyer shall be responsible for furnishing all fully qualified labor, equipment, materials, tools and supplies for implementation of such Technical Services required at site as speclfied in the Contract. (ii) Howden's sole responsibility in providing Technical Services shall be to provide suitably qualified supervisor(s) who shall give the Buyer the benefit of their technical expertise with the Goods or similar installations and who shall advise the Buyer's personnel as to the installation in an efficient manner. It shall be the Buyer's sole responsibility to carry out installation and to achieve the desired work schedules, timescales and quality of workmanship for installation using appropriately qualified workmen in sufficient numbers to achieve the task. (iii) Howden shall not be responsible for any overruns in the installation and the Buyer shall not be entitled to instruct Howden's supervisor(s) to undertake any work in addition to supervision, whether or not necessary to achieve such installation. (iv) If, due to any overruns in the timescales for installation, Howden is required to keep its supervisor(s) on site for longer than anticipated, Howden shall be entitled to charge for the further site attendance at Howden's standard daily rate. r°,i...�..� i. North American Standard Terms & Conditions for the Sale of Goods & Services. Version 3.0 Aug 24 Page 2 of 6 North American Standard Terms & Conditions for the Sale of Goods & Services, Ha (v) if the Technical Services work is suspended by the Buyer or for any reason beyond Howden's control for more than two (2) working days, Howden shall be entitled to withdraw its supervisor(s) from site. If the Buyer requires Howden's attendance on site thereafter, the Buyer will pay the supervisor(s) return travel fares (business lass) and any other reasonable costs Howden incurs due to the withdrawal from, and the retum to, the site. 12.2 Construction Services. The following provisions shall apply where the Contract includes Construction Services: (i) Howden shall provide specialized and trained subcontractor craft labor to perform the Construction Services work under the direct supervision and management of Howden. (ii) Fixed price or time and material contracts are quoted separately based on a specific individual statements of work. 13. ALL SERVICES 13.1 Unless specified in the Contract, Howden is only the supplier of the Goods and shall have no responsibility for the assembly and installation of Goods. 13.2 For all Services provided by Howden, Buyer agrees to the following: (i) where the site is offshore or otherwise inaccessible or is located overseas, provide all necessary transportation facilities to and from site; and (ii) obtain all necessary statutory and other consents, approvals, licences and permissions for Services, for the work to proceed, and for Howden personnel to travel to and from the site. 13.3 The Buyer shall indemnify Howden against any loss, damage or injury including death suffered by the person or property of Howden, its subcontractor, the Buyer, or respective personnel or any third party and against any claims, liability, costs or expenses associated therewith or arising out of the Buyer's performance of Services or the Buyer's failure to perform or otherwise, except as expressly provided under Section 17.1, including, but not limited to, that which was caused by faulty lifting tackle, scaffolding, equipment and/or other facilities provided by the Buyer. 13.4 Howden's on site personnel, subcontractors and/or representatives shall be given unobstructed access to the site and the work. If there are delays caused by anyone other than Howden, the time and expense of the same shall be charged to the Buyer. 13.5 Howden is an independent contractor and is not responsible for any oversight for completion of the Services, or for the property or employees of the Buyer or others, including, without limitation, matters such as health and safety, or security. 13,6 Howden shall comply with applicable Canadian, U.S. and/or provincial/territorial/state/local statutes, acts, ordinances, regulations, codes, and laws that apply to Howden`s performance of the Services. Howden shall comply with job/site requirements as mutually agreed upon by the parties. Buyer shall advise Howden's personnel in advance of all known and/or suspected hazardous/unsafe conditions and risks that may be encountered while on -site, including proper Material Safety Data Sheets (MSDS), Howden's personnel shall not be required to take any action, or to enter or remain in any area where he/she reasonably determines that it would be unsafe. In such instance, Howden shall be excused from site attendance and the event will be considered a Force Majeure, 13.7 Any associated Goods shall be considered accepted at the earlier of: (i) when Services is complete and the Goods have completed such tests as are specified In the Contract or otherwise are to Howden's reasonable satisfaction; and (ii) forty five (45) days after the Goods have been delivered by Howden, although not Installed or successfully commissioned or tested due to reasons attributable to the Buyer or to industrial action or anything beyond Howden's reasonable control. 14. SUSPENSION 14.1 The Buyer shall have the right to suspend the Contract If the suspension period should exceed thirty (30) days, Howden has the right to consider the Contract terminated for convenience and be compensated in accordance with Section 15.1, Upon resumption of performance, Howden shall have the right to equitable relief as necessary in accordance with Section 10. 15. TERMINATION 15.1 Buyer may terminate this Contract, in whole or in part, upon at least seven (7) calendar days advanced written notice to Howden. In the event of termination for Buyer's convenience, Howden shall be reimbursed for the reasonable Direct Costs incurred by Howden in performing the Contract until termination and for its costs in effecting such termination notwithstanding any other provision of the Contract. Any Goods or Services sold by Howden that are incomplete shall be deemed to be sold "AS IS," "and "WITHOUT WARRANTY OR GUARANTEE OF ANY KIND." 15.2 If Howden fails to cure a material breach within a reasonable time after receipt of notice of breach from Buyer, and on Howden's acceptance of such breach, Buyer shall have the right, at its option, to terminate the Contract upon payment to Howden for work performed until the time of termination. 15.3 Howden may cancel this Contract, in whole or in part, at any time if: (i) Buyer suspends work or delays delivery in accordance with Section 14.1 beyond 45 days without it being mutually agreed upon in advance; (ii) Buyer breaches any material term of this Contract; and/or (3) Buyer files bankruptcy or otherwise fails to either make full and timely payments, meet its obligations, or provide further assurances. 16. WARRANTY 16.1 Howden warrants that: (i) any Goods provided hereunder will be of good material and workmanship; (ii) any Services provided by Howden shall be performed by competent and qualified personnel in a professional and workmanlike manner in accordance with generally established industry standards; and (it) the Goods and/or Services supplied by Howden hereunder will conform to any applicable technical specifications and/or drawings that have been agreed upon between the parties as set forth in the Contract. 16.2 In the event that defects appear in the Goods under proper use, Buyer's sole and exclusive remedy thereof shall be that Howden will repair or replace such Goods at Howden's option and cost (but not including transportation, removal, reinstallation, and decontamination) within the warranty period set forth In the Contract_ Unless otherwise expressly agreed, the warranty for Goods shall be whichever period expires earlier: (i) twelve (12) months from first operation of any such Goods; or (ii) eighteen (18) months from Howden's delivery date (at the applicable Incoterms point of delivery quoted by Howden). North American Standard Terms & Conditions for the Sale of Goods & Services. Version 3.0 Aug 24 Page 3 of 6 North American Standard Terms & Conditions for the Sale of Goods & Services. Howden 16.3 Howden's warranty on Services performed by Howden will be in effect: (1) until ninety (90) days after the date of performance of any Technical Services; and (ii) one year after the date of performance of any Construction Services. The Buyers sole and exclusive remedy for breach thereof shall be the re -performance of such Services by Howden. 16.4 Howden's warranty shall exclude liability for defects arising from: (i) installation, commissioning and/or operation, not in accordance with Howden's O&M manual or good industry practice; (ii) use of unapproved spares, unauthorized modification or alteration of the Goods; (iii) normal wear and tear; (iv) the failure of Buyer and/or the end -user to provide adequate storage; or (v) use of the equipment otherwise than in accordance with the agreed operational parameters (including composition, pressure and temperature of the feed gas). No part shall be deemed defective by reason of its failure to resist fouling and the action of erosive or corrosive gases. 16.6 Any warranty repair or replacement of Goods or re -performance of Services shall be warranted by Howden for the remainder of the original warranty period. No "evergreen" or "in -place' warranty is being provided. 16.6 Howden shall have the sole right to specify the manner and timeframe for such repair/replacement/ re -performance. Defective/non-conforming parts(s)/Goods must be returned to Howden free of all contaminants and, in the event of replacement, will become the property of Howden unless Howden instructs otherwise. If Howden opts to perform any warranty obligations in -place, Buyer shall, without cost to Howden, during a specified time period agreed upon by the parties, provide access by disassembling, removing, replacing, and reinstalling any equipment, structures, or other obstructions to the extent necessary to permit Howden to perform its warranty obligations„ 16.7 THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES THAT EXTEND BEYOND THESE TERMS AND CONDITIONS. ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OR REMEDIES EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE) NOT EXPRESSLY SET FORTH HEREIN, ARE FULLY DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWDEN'S WARRANTIES DO NOT COVER ANY GOODS OR SERVICES THAT HAVE BEEN ALTERED OR SUBJECTED TO ACCIDENT OR IMPROPER STORAGE, INSTALLATION, ASSEMBLY, COMMISSIONING, MAINTENANCE, USE OR APPLICATION. HOWDEN DOES NOT WARRANT THAT THE GOODS WILL RESIST THE ACTION OF EROSIVE OR CORROSIVE GASES, LIQUIDS, OR SOLIDS, OR PRODUCE RESULTS IN COMPLIANCE WITH ANY LAWS, DECREES, OR OTHER STANDARDS. 17. LIABILITY FOR ACCIDENTS AND DAMAGE 17.1 Howden will indemnify Buyer from non-nuclear claims brought by third parties against Buyer for (i) bodily injury (including death): and (ii) property damage, each only to the extent directly caused by the negligence of Howden. Howden shall not be responsible for the acts/omissions of Buyer or others. Howden"s indemnity obligations shall not apply to Buyer property or any nuclear activity/incident. 18, INSURANCE 18.1 Howden shall maintain the following insurance coverage: (1) Commercial General Liability with limits of $1,000,000 combined single limit occurrence for Bodily Injury, Physical Property Damage of third party property, and Contractual Liability coverage, subject to an annual aggregate of $2,000,000; (2) Automobile Liability — Bodily Injury/Physical Property Damage in the amount of $1,000,000 combined single limit each occurrence; and (3) Workers Compensation Insurance — statutory, as to Howden's employees. If requested, Howden will provide an ACORD form of certificate confirming such coverage. Howden's provision of a certificate of insurance in accordance with Buyer's site requirements does not constitute Howden's acceptance of Buyer's terms of purchase. Howden shall have no other or further obligations related to insurance or coverage. 19. LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES 19.1 Notwithstanding anything to the contrary contained herein or elsewhere in the Contract and save to the extent this limitation is prohibited by law: (i) Howden's total liability pursuant to this Contract whether by way of indemnity, for breach of Contract, warranty or guarantee obligations or by reason of any tort, statute or otherwise shall in no event exceed the Contract Price. (11) Howden shall not be liable to Buyer, end -user or any third party, for any indirect, punitive or consequential damages of any kind or nature whatsoever, or for loss of profits/revenue or loss of production, regardless of whether such damages are based upon Contract, tort, strict liability in tort, negligence or indemnity. This Section shall survive any termination, default, cancellation or any other discontinuance of this Contract 19.2 Any duty to indemnify under these terms and conditions/the Contract is conditioned upon Buyer: (I) making no statement prejudicial to Howden; (ii) providing prompt and detalled notice to Howden of any such claim; (iii) tendering the defense/settlement to Howden with sole control over the same; and (iv) providing full cooperation. authority, and assistance to Howden. 19.3 Buyer's rights and remedies shall be deemed sole and exclusive and in place of those at law and equity. The exclusions and limitations set forth in these terms and conditions shall control at all times and survive any breach or termination of the Contract If any provision of these terms and conditions of this Contract or part thereof shall be held by judicial determination to be Invalid or unenforceable they shalt be severed from this Contract and the valid or enforceable parts of these terms and conditions shall continue in full force and effect. 20. NO HAZARDOUS SUBSTANCES 20.1 Howden warrants to the Buyer that no Hazardous Substance will be used or is contained in the manufacture and supply of the Goods. For the purpose of this Section 20.1, a "Hazardous Substance" means asbestos or any material containing asbestos that is capable of causing harm to the natural and man-made environment including all or any of the following media: air (inctuding air within buildings and other natural or man-made structures above or below the ground), water, land, and any ecological systems and living organisms (including man) supported by those media, and in the case of people, this includes offense caused to any of their senses or harm to their property. 21. INTELLECTUAL PROPERTY 21.1 Howden will indemnify the Buyer against any claim for infringement of copyright, patent, registered design or trade mark (published at the date of the Contract) by the use or sale of any Goods supplied by Howden to the Buyer and against all North American Standard Terms & Conditions for the Sale of Goods & Services. Version 3.0 Aug 24 Page 4 of 6 North American Standard Terms & Conditions for the Sale of Goods & Services. Howden costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action. This indemnity shall not apply to any infringement which is due to: () Howden having followed a design, process or instruction furnished or given by the Buyer', (ii) the use of such article or material in a manner, or for a purpose, or in a country, not specified or disclosed to Howden, or (iii) the use of such article or material in association or combination with any other article or material not supplied by Howden, This indemnity Is conditional on the Buyer giving Howden the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer and on the Buyer permitting Howden, at its own expense, to conduct any litigation that may ensue and all negotiations for a settlement of the claim. The Buyer warrants that any design or instruction furnished or given by the Buyer shall not cause Howden to infringe any copyright, letters patent registered design or trademark In the execution of the Contract, If as a result of any such claim of infringement, the continued use of the Goods for the purpose intended is enjoined by any court of competent jurisdiction, Howden shall, at its option and expense: (i) procure for Buyer the right to continue using such Goods; (ii) replace or modify the Goods so that the Goods become non-infringIng; or (iii) refund the purchase price of the Infringing Goods. The foregoing is the sole remedy of Howden with respect to infringement. 21.2 Ail patents, copyright and other Intellectual property rights In or relating to the Goods or their design or the specifications, drawings, manuals or information prepared or supplied by Howden, or which arise under or in the course of Howden'sperformance of the Contract, are, shall be and shall remain Howden's absolute property and shall not be used or reproduced without Howden's consent in writing. Howden shall grant the Buyer a royalty free licence to use such intellectual property rights for the sole purpose of operating and maintaining the Goods. Notwithstanding any other provisions or requirements of this Contract, except as set forth in this Section 21.1, no intellectual property or proprietary information is being sold, granted, transferred, licensed, or assigned; there are no works -made -for -hire or unrestricted use (any government rights shall be "limited rights"). Buyer shall not reverse engineer or otherwise attempt to re-create the Goods/Services. 22. CONFIDENTIALITY 22.1 Any specifications. drawings, manuals, information or particulars supplied with Howden's quote or under the Contract are supplied by Howden in confidence. They shall not be used by the Buyer except for the purposes of the Contract and for the proper use of the Goods and shall not be disclosed by the Buyer to any third party (except the Buyer's employees having a need to know for the aforesaid purposes) far any other purpose whatsoever without Hovvden's prior written agreement. The foregoing shall not apply to information which is or becomes public knowledge without fault or failure by the Buyer or its employees. 23. EXPORT CONTROL 23.1 The Buyer agrees that it wilt not participate directly or indirectly in the sale, resale, export, transfer or disposal of Howden products or technology ("Products") to any entity, to the Russian Federation, Betorus or to any other country in breach of applicable export control and sanctions laws including but not limited to those of the US, the EU, member states of the EU or the United Kingdom (together "Export Control and Sanctions Rules") and the Buyer will not sell, resell, export, transfer, dispose or otherwise deal with the Products to any country, destination or person without first obtaining any required export licence or other governmental approval, and completing such formalities as may be required by Export Control and Sanctions Rules. The Buyer shall (i) undertake its bast efforts to ensure that the purpose of this clause is not frustrated by any third parties further down the commercial chain, including by possible resellers and (e) set-up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including possible reseliers, that would frustrate the purpose of this clause. The Buyer shall immediately Inform Howden about any problems in complying with this clause or applying obligations (i) and (11) detailed above, including any relevant activities by third parties that could frustrate the purpose of this clause, and shall make available to Howden information concerning compliance stated herein within five (5) business days of the request of such information. The Buyer shall not put the Products in their entirety or in part to any use in connection with any prohibited or illicit end use Including, but not limited to, use in nuclear, chemical or biological weapons, rocket, or missile applications, Upon Howden's request, the Buyer shall provide information in response to any reasonable request (including a written certification) regarding compliance with applicable laws, rules or regulations and/or in connection with any applications made by Howden to the authorities in connection with the export or supply of the Products. Failure by the Buyer to comply with the terms of this clause shall constitute a material breath of the Contract and Howden shall be entitled to seek appropriate remedies, including, but not limited to: (I) termination of the Contract, and (ii) reimbursement of and indemnification for all fines, penalties, costs, damages, claims. liabilities, losses, settlements, lawsuits, actions and expenses due to Buyers violation of this clause. Howden reserve the right to refuse to enter into or to perform any order, to cancel any order, or to void any warranty concerning the Products, if Howden determines, at Its sole discretion, that the entry into such order or the performance of the transaction to which such order relates would be unlawful or be at risk of prohibition by any Export Control and Sanctions Rules. Howden shall be excused from performance, and not be liable for damages or costs of any kind including, but not limited to, liquidated damages and/or penalties for late delivery, for failure to deliver or delay in delivering the Products, or for delay or refusal to repair or replace under any warranty, resulting from Howden's exercise of its rights pursuant to this clause,. 23.2 Buyer warrants that it or any ultimate end user does not intend to use the Goods or Services in any atomic/nuclear installation or activity. If such use is Intended, Buyer shall notify Howden prior to entering into any contract with Howden and shall agree to standard nuclear Indemnity obligations related thereto. Any breach of this warranty shall release Howden from performance and any and all liabilities of any nature under the Contract and obligate Buyer to execute an amendment to this Contract incorporating such nuclear indemnity obligations prior to any performance by Howden. 24. FORCE MAJEURE 24.1 Neither party shall be considered in default or in breach of its obligations under the Contract to the extent that performance of such obligations is prevented or delayed by any circumstances outside its reasonable control including, without limitation: strikes, lock -outs or other industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or govemmental order, rule, regulation or direction, embargoes, economic or trade sanctions, A A North American Standard Terms & Conditions for the Sale of Goods & Services. Version 3.0 Aug 24 Page 5 of 6 North American Standard Terms & Conditions for the Sale of Goods & Services- Havvden including any amendments to such embargoes and economic and trade sanctions, accidental breakdown of plant or machinery, fire, flood, storm, disease outbreak or epidemic and/or any resulting quarantine restrictions (Force Majeure"). Either party shall be entitled to terminate the Contract if the Force Majeure situation continues, or it is obvious that it will continue, for more than one hundred and eighty (180) days without liability to the other party. Furthermore, should both parties agree that they want to continue the Contract when reasonably practicable to do so, notwithstanding the aforementioned 180 day period being reached, the parties will agree in good faith to renegotiate any necessary Contract amendment(s) to allow the Contract to continue. 25. LAW AND JURISDICTION 25.1 The Contract shall in all respects operate and be governed by New York law if the Howden business's principal office is located in the US and Ontario if the Howden business's office is located in Canada. 25.2 The official language of this Agreement is English. It is the express wish of the parties that this Agreement and any related documents be drafted and executed in English. II est la volonte expresso des parties quo cette convention et tous les documents s'y rattachant soient rediges et signes en anglais. 25.3 If the Howden business's principal office is located in the United States: All disputes arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration conducted in accordance with the rules and procedures of the American Arbitration Association and any award or adjudication rendered thereby shall be final, non -reviewable, non -appealable and binding upon the parties. The language to be used in the arbitral proceedings shall be the English language. The arbitration shall take place in the City of New York In the State of New York. If the Howden business's principal office is located in Canada: All disputes arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration conducted in accordance with the Ontario Arbitration Act, S.O. 1991, c.17 and the rules and procedures of the Canadian Arbitration Association then in effect. The award or adjudication rendered by the Arbitrator shall be final and binding upon the parties, with no right of appeal. The language to be used in the arbitral proceedings shall be the English language. The arbitration shall take place in the City of Toronto in the Province of Ontario. 25.4 The Uniform Law an the International Sale of Goods shall not apply to any Contract arising from any order placed under these terms and conditions. 26. ENTIRE AGREEMENT 26.1 This Contract contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, contracts, commitments, and writings with respect thereto. There are no oral understandings, terrns or conditions and neither party has relied upon any representation, express or implied, not contained in this Contract 27. DATA PROTECTION 27.1 The personal data disclosed by a party under the course of the Contract does not belong to the recipient of such data. The data must be protected and shall not be disclosed to any third party, or attered, violated or used except for the purposes of the Contract. Either party may require the destruction of this data upon the end of the relationship between the parties. The parties undertake to comply with ail applicable laws on the protection of personal data, North American Standard Terms & Conditions for the Sale of Goods & Services. Version 3.0 Aug 24 Page 6 of 6 Addendum No. I tmAg Between the City of Yakima 0&HwwdenUSA Company <� ofYakinno("��y)and HowdenUSA ��on�pany[Huwdmn")are pad�s tocmr�oinpurchase orde�o)'"~`~«>of�oceptmn--^endeField Sen/�ef�ateaa 'emnent dated ono,about the date cf this ` '`�`�°'~' �e --'-duotbu��pn�vid��toth�(�- byHnwdenare demchbedinthe hmUowing: A�dendunm. Th�aen/ services and '^x m. Quote No. HUSAIDLLAFK8.002O51A b. Quote No.HUSAIDLLAF&8.OD2D52A and c Hmvmjmn USA Company Field Service Rates oonaoted by the City on orabout the date of this Addendum. The documents described above between the parties ohe]) be referred to herein collectively as the ^AQnaanlenta.^ The ��o �mm �� /�� ohoU � �|y �� to the �nns of this Addendum a� that the '-- inh�th�$ar'sof�h�Ao,eennmnb�ToUheax�`ntafaconflict Ad��n�unm�omodaa � d /o _ r~~—' is incorporated Addendum, thehannsofMh(aAddmndunnohaUoonhni botm��n�hebanneof�h�A�raenlon�mn�olm . 1. INDEMNIFICATION AND HOLD HARMLESS: a. H[%8D]EN shall take all necessary precautions in performing the services under the Agreements to prevent injury hopermonoorpnoperty' HOV0EN agreeshorelease, indemnify, defend, and '~'d harmless the [itv, its a|mobad and appointed officials, officers, employees, ogenta, representatives, insurers. attoneye' and volunteers from all UmbQ\bea,losses, damages, and expenses related toall claims, suits, arbitration mctimna, investigations, and regulatory or other governmental proceedings arising from or in connection with the Agreements or the acts, failures to act, errors or omissions of HOWDEN, or any of HOWDEN's 1 �o of Agreements, except for c|minne omwaed by �gent(a)�r�ub�onbacb�r(a)' np� nn�n�a , the Cib/'eeo|o negligence. bIndustrialU��um��V Insurance Act Waiver. it is specifically and expressly understood thatHOaDEN waives any immunity that may be granted to it under the Washington State industrial insurance act,Title R(�V� solely for the purposes ofthis indenmn�cadon.HC�NQEN'sindernn\ficabon shaUnot ba|inn�e'~ inany way byany limitation onthe amount ofdamages, compensation or d workers' compensation disability benefit benefits payable to or by any third party under eh�U require �h�� i", �ub#mntnaob�cs a�snrany other bena�sacts mrproQnarnm. n��xxucN , and anyone directly o[indirectly employed prhired bvH{�NDEN.and anyone for vvhooeacts HOVVD��Nrnayboliable |noonnacUunwith �spe�o 'annoofthis Agreement, comply with the ba,rns of this paragraph, waive any innmunbv granted under Title Fl |� �1 CV�" and assume allpok*nda\UmbiUb/foractinmbnouQhtbyUhmir' respective employees. The Parties acknowledge that they have mutually negotiated this waiver. o. Should o court of competent jurisdiction determine that this Agreement is subject to RCVV 4�411� then, in�h�av�ntof)iobiiknfurdannagesariaingoutofbodi|yijurytope,eoneor � ' ' ` db ^ �i �pnntMacVncunentneQU noeofMheH{�W{�EN damagemtopropedyc�uao y� resulting d�vmn�noa�toda�~d ah�Ub�on/Vto�ha and the City, the H�%&/0EN`s|iabUih/`including the ' defend, extent ofthe HOVVOEN'onegligence. d. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right ofindemnification inany third party. 2. INSURANCE: At all times during performance of the service or obligations under the Agreements, HOWDEN shall secure and maintain in effect insurance to protect the CITY and HOWDEN from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of the Agreements. HOWDEN shall provide and maintain in force insurance in limits no less than those stated below, as applicable. The CITY reserves the right to require higher limits should it deem it necessary in the best interest of the public. If HOWDEN carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and HOWDEN shall be named as an additional insured for such higher limits. HOWDEN shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure by the City to demand such verification of coverage with these insurance requirements or failure of the City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of HOWDEN's obligation to maintain such insurance. HOWDEN's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under the Agreements, and any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the HOWDEN's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by HOWDEN's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 2.1 Commercial General Liability Insurance. Before this Addendum is fully executed by the parties, HOWDEN shall provide the CITY with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Four Million Dollars ($4,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 2.2 Commercial Automobile Liability Insurance. a. If HOWDEN owns any vehicles, before this Addendum is fully executed by the parties, HOWDEN shall provide the CITY with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If HOWDEN does not own any vehicles, only 'Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Addendum, which is Section 2.1 entitled "Commercial General Liability Insurance". c. Under either situation described above in Section 2.2(a) and Section 2.2(b), the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of the Agreements. The policy shall name the CiTY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 2.3 Statutory workers' compensation and employer's liability insurance as required by state law. 2.4 Professional Liability Coverage. Before this Addendum is fully executed by the parties, HOWDEN shall provide the City with a certificate of insurance as proof of professional liability coverage with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000,00) per claim, and Four Million Dollars ($4,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its elected and appointed officials, officers, employees, agents, and representatives there under. The CiTY and the C1TY's elected and appointed officials, officers, principals, employees, representatives, and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. If at any time during the life of the Agreements, or any extension, HOWDEN fails to maintain the required insurance in full force and effect, all work under the Agreements shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Agreements. 3. JURISDICTION AND VENUE This Agreements shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from the Agreements shall be in Washington State. If any part of the Agreements are found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of the Agreements shall be in full force and effect Venue for all disputes arising under the Agreements shall lie in a court of competent jurisdiction in Yakima County, Washington. 4. EQUAL EMPLOYMENT and NONDISCRIMINATION 4.1 During the performance of the Agreements, HOWDEN and HOWDEN's subconsultants and subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under the Agreements. HOWDEN agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. 4.2 RCW 35.22.650: HOWDEN agrees that the HOWDEN shall actively solicit the employment of minority group members. HOWDEN further agrees that the HOWDEN shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. HOWDEN shall fumish evidence of the HOWDEN'S compliance with these requirements of minority employment and solicitation. HOWDEN further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially equal proposals in the light most favorable to said minority businesses. The HOWDEN shall be required to submit evidence of compliance with this section as part of the bid. 4.3 Nothing in this Agreement, including, without limitation, the provisions of Section 16, shall require HOWDEN or any of its subcontractors to take action that would be deemed discrimination or preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6), this Section does not prohibit action that must be taken to establish or maintain the CITY'S eligibility for any federal program, if ineligibility would result in a loss of federal funds to the CITY. 5. INSPECTION AND PRODUCTION OF RECORDS 5.1 The records relating to the Agreements shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve HOWDEN of responsibility for performance of the services in accordance with the Agreements, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. HOWDEN shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. HOWDEN's records relating to the WORK will be provided to the City upon the City's request. 5.2 HOWDEN shall promptly furnish the City with such information and records which are related to the services and product under the Agreements as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under the Agreements, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, HOWDEN shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of HOWDEN's books, documents, papers and records which are related to the WORK performed by HOWDEN under the Agreements. Prior to converting anv paper records to electronic format and/or destroying anv records, HOWDEN shall contact CITY's Records Administrator (509-575-6037) to discuss retention. In no event shall any record relating to the WORK be destroyed without CITY consultation. 5.3 All records relating to HOWDEN's services and the product under the Agreements must be made available to the City, and the records relating to the Agreements are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 PCW, or by law. Ali records relating to HWlEls services and product under the Agreements must be retained by HOEI' for the minimum period of time required pursuant to the Washington Secretary of States records retention schedule. 6. Survival. The foregoing sections of this Addendum, inclusive, shall survive the expiration or termination of this Agreement, in accordance with their terms. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respa ct'Ye authorized officers or representatives as of the day of Victo ° raker, City Managi Printed Name:. Howden r .T Printed Name:, / ✓ / /` Tine: gig O f''" 71t 4 vow/c s Howden USA Company Field Service Rates Turblex — US dollars (USD) t ptr�rt ar trts are r a ery to HUSH Servias Provided: a Supervision ns catas`ntenene o t Ietd Repairs a Be ianirtg cz Site Supervision A. Rates for service in Continental North America U.S. Dollars (USD): ` -days Field Service Technician Mondaythru Saturday (except holidays) First 40 Hours $198/hour Over40 Hours $297/hour Sunday, and locally recognized holidays 1 All Hours $396/hour B. Rates for service outside Continental North America U.S. Dollars U W.' Days , Monday thru Saturday (except holidays) First 40 Hours $238/hour I Over40 Hours $357/hour Sunday, and locally recognized holidays. All Hours $476/hour C. Howden A Cha c industries Company en trz Start Up o Instaftation Engiierineortl First 40Hours $292/hour i Over40 Hours $438/hour I All Hours $584/hour ring Personn First 40 Hours $302/hour I Over 40 Hours $453/hour All Hours $604/hour Service and Travel Standards (USD) 1. The minimum time off for a person during any 24-hour period must be ten (10) consecutive hours. 2. Travel time, whether during first 40 hours or over 40 hours, will be invoiced at the Monday through Saturday Field Service Technician rates in Tables "A" & "B". Travel in Continental North America is invoiced actual travel time. Travel outside Continental North America is invoiced actual travel time. Actual travel time on holidays or tothe jobsite on Sundays will be at the Field Service Technician Sunday and Holiday rate in Tables "A" & "B" 3. Standby time at job site, locally on call, training, or meetings will be invoiced as time worked and be based on Tables "A" & "B". Weekend waiting rate will be 8 hours per day invoiced at the Field Service Technician first 40-hour rate in Tables "A" & 4. Rates apply from time and date of departure home base to time and date of return home base. 5. Minimum daily charge is eight (8) hours at "First 40 Hours" rate listed above is sections A and B. 6. When a project is expected to exceed 5 continuous weeks, then after 3 weeks the Buyer will allow an extended weekend leaveor rotation of personnel. Travel fees shall be by Buyer. 7. Air travel on flight segments exceeding 12 hours will be business class and shall be paid by Buyer. Air travel on flight segmentsexceeding 4 hours will be premium economy and shall be paid by Buyer. 8. Payments shall be in U.S. funds unless otherwise agreed in writing 9. Rates quoted are subject to adjustment without notice to conform to Seller's published rates in effect at the time service is performed. 10. Howden may offer a priority service when the relevant Howden personnel are available, for emergency or breakdown callouts. An additional 30% of the applicable labor rate will be charged where Howden personnel are requested and able to be mobilized within 24 hours of the request being received. D. Expenses (USD) 1. Meals will be $90/day per diem to be charged from the day of travel start to the day of travel end. 2. Lodging, incidental expenses, transportation to and from the city nearest the jobsite, plus local transportation will be invoiced at cost plus 20% administrative fee. Receipt(s) to be provided when any expense exceeds $60.00. 3. Transportation to and from the city nearest the jobsite, plus local transportation will be charged at cost plus 20% administrative fee. The mileage allowance for personal car use will be current U.S. government rate per mile. 4. Tool usage, when required, will be charged at a rate of $350 per trip. 5. Expenses for Airline travel shall be charged at cost Plus a 20% administrative fee (Administrative fee shall not exceed $500). E. Terms and Conditions The sale of services by Howden Roots LLC ("Seller") is subject to Sellers Terms for Sale of Goods and if such terms differ in any way from Buyer's order, or if such terms are construed as an acceptance or confirmation acting as an acceptance, then Sellers acceptance Is expressly made conditional on Buyer's assent to any terms or conditions contained in Seller's terms that are different from or additional to those contained in Buyer`"s writing. Further, this quote shall be deemed notice of objection to such terms and conditions of Buyer. If this quote is construed as the offer, acceptance of same is expressly limited to the terms and conditions contained herein, In any event, Buyer's order of the services shall constitute and manifest Buyer's assent to Seller's Terms for Sale of Goods. Howden, A Chart Industries Conran 2475 Geor a Urban Blvd., Depew, NY 14043 Tel: +1 716 817 6900 — Fax: +1 866 736 0506 FS-HRO-S, 01-Jan-2024 Howden USA Company Field Service Rates Turblex — US dollars (USD) Hoden *All intellectual property rights are reserved to HUSA and/or the respective owner(S) (if different). Services Provided: o Inspections o Maintenance o Field Repairs o Balancing a Site Supervision o Project Management o Start Up o Installation Supervision In order to schedule a Field Service representative to your site, your acknowledgement requesting the dispatch of a representative and a copy of an approved purchase order/credit card order is required. Please sign and date below to indicate that you are requesting and authorizing the dispatch of a Field Service representative to provide technical assistance and that you accept the above Field Service Rates and the Agreement, Please return an original of this signed acknowledgement and a copy of the purchase order/credit card order to HUSA (first by fax, followed by mail, to the number and address listed below). Accepted by: x on behalf of - (Customer) (Autttorizeai Signature) (Pant Full Legal Name of CUBirSrttat- CturRp y«Pt ratty} . Print Name/Title: Bill To Information: Purchasing Contact: (Print Full Name and Title/Capacity) (Street Address) (Name) Date: P.O. No.: (City) (For Record/Invoicing Ret. Only) (State/Province) (Zip Code) (Phone No.) (Email Address) A Chart Industries Company 2475 George Urban Blvd., Depew, NY 14043 Tel: +1 716 817 6900 — Fax: +1 866 736 0506 FS-HRO-S, 01-Jan-2024 Aftermarket Proposal 1�IIL.„Ir �f .�I I I 1. d A Chart Industries Company Web: www.chartindustries.com I �„II 1111. I., r.....Il.i From: Direct Tel: Email: Your Sales Contact: April Montgomery +14173805676 April. Montgomery@charti n d ustries. com Daniel Cyril Jensen - Daniel.Jensen@chartindustries.com To: Marc Cawley Date: 07/31/2024 Company: City of Yakima WWTP Page No: Page 1 of 4 Ref: City of Yakima WWTP Quote No: HUSADLL.AFM.002052/A Regarding: S280 City of Yakima - Parts for Class II (SN 62007062-64) Thank you for your enquiry submitted to Howden Aftermarket. We are happy to present below quoted parts, prices and estimated delivery schedules: !!! Please carefully review PAYMENT & DELIVERY TERMS that apply to this proposal. As we look forward to receiving and shipping your order, agreement on terms is important to secure quick and timely processing of your order. Line Part No. Product Description Delivery Qty Unit Price Total Item time USD USD 1 N17L05479 0-ring Dimension: 479,3 X 5,7 Drw.ltem D119 2 89412019 0-ring Dimension: 22,2 X 3,0 Drw.ltem H110 3 89412020 0-ring Dimension: 24,2 X 3,0 Drw.ltem H111 4 KA5DH025 Seal Ring Dimension: 0244, 10x8 Drw. Item H503 5 89027296 Revolving Around You- 0-ring 10 Week(s) 6.00 10 Week(s) 6.00 10 Week(s) 18.00 10 Week(s) 6.00 10 Week(s) 6.00 60.00 360.00 8.00 48.00 9.00 162.00 195.00 1,170.00 6.00 36.00 Page 1 of 4 Dimension: 34,2X3 Drw. Item T231 6 N61T04030 Hexagon socket head cap screw D118 7 N17L57219 0-ring H710 8 00080340017 0-ring T246 9 N17M3139 0-ring T212 10 N17M3139 0-ring T112 11 300031 12 300032 Cleaning Kit A Cleaning Kit B 10 Week(s) 102.00 1.00 102.00 2 Week(s) 6.00 84.00 504.00 2 Week(s) 6.00 54.00 324.00 2 Week(s) 6.00 15.00 90.00 2 Week(s) 6.00 15.00 90.00 1,555.00 1,555.00 2 Week(s) 1.00 2 Week(s) 1.00 Any estimates of delivery dates are based on our current backlog of orders and may therefore differ from the achievable delivery dates at the time of the actual order being placed. Howden will seek to consolidate shipments as much as possible. We ask that you clearly state on your Purchase order, if and when partial delivery is desired. Revolving Around You" Total 985.00 985.00 5,426.00 Page 2 of 4 Price and estimated delivery schedule is based upon material price and availability and factory loading at the time of the proposal, and may be subject to adjustment at the time of order placement and acknowledgement. For any Service & Supervision offered, an estimation was calculated using current rate sheet as a guide. Cost is approximate and a final invoiced amount will present actual cost based on actual hours as required/requested by site personnel. Typically, our service advisors will travel with diagnostic equipment only and will advise a mechanic/millwright with tools. Howden standard inspection, packaging and documentation apply to content of this proposal, unless specified above. Additional requirements will be quoted upon request. For Service & Supervision — additional Labor charge may apply to base rate, overtime rate and double time rate depending on actual hours on workday(s), weekend(s) and Howden locally observed holiday(s). Howden will supply equipment from Howden workshops/manufacturing sites and via Howden Supply chain approved suppliers sourced worldwide, optimized to give our customers the best value option. Non Inventory parts are non returnable; returned inventory parts are subject to restocking fee, and will not be accepted without agreement with Howden. In the event an account has an overdue balance with Howden, Howden reserves the right to hold shipment until payments are received, and the account is current. Terms and Conditions: Revolving Around You" This offer is made expressly subject to and conditioned upon acceptance of Seller's North American Standard Terms for Sale of Goods (available at: https://www.chartindustries.com/Terms-Conditions ). Unless otherwise negotiated and agreed to by Seller in writing, no other terms shall apply regardless of any statement on Buyer's documents to the contrary. Purchase Order Submission: A purchase order or a letter of acceptance is required as written notification of acceptance of this Proposal. Please ensure that your purchase order clearly states the Proposal number and is issued to: Howden USA Company Emailed to: Orderdesk.USA@Howden.com Howden minimum order value is $500. For any failure to pick up or direct shipment of goods within 10 Business days after written notice of availability, Howden will invoice a storage fee of $500 per week for the duration of the storage. For Prepay and Charge Orders, there will be a 10% charge of the net selling price applied to the order to cover the standard transportation and handling expenses to the first North American or Canadian destination. This will be added as s separate item or an invoice will be issued separately to the Buyer. This does not apply to overseas or expedited shipments. In addition, any expenses incurred by Seller because of special delivery arrangements requested by Buyer shall be billed to Buyer. Howden does not provide copies of freight invoices. For Credit Card Payments a 2% surcharge will be added onto orders over $3,000 when a credit card is the method of payment. The order value, including the surcharge, will be payable at the time of order placement and shall not be accepted at any point hereafter. Please note that your purchase order is still required as part of the new policy. Page 3of4 Delivery Terms: INCOTERMS 2020 EX Works - Origin Payment Terms: Warranty: Price Validity: General: Seller is responsible for having the goods packed and made available at the Sellers's premises. The Buyer bears the full risk and cost from there to the destination, including the loading of the cargo. Payment Terms are Net 30 days from invoice date: Invoice will be issued for the full amount upon receipt of Order. Twelve (12) months from installation or eighteen (18) months after date of shipment, which ever occurs first. This proposal expires in 90 days This Proposal and acceptance of any Purchase Order is subject to credit approval from Coface. Pricing does not include Federal, State or Export taxes or duties. In order to schedule a Service or Supervision to your site, your acknowledgement requesting the dispatch of a Service or Supervision technician and a copy of an approved purchase order is required. Please note that in case the Steel Price Index changes more than +/- 3% from the time of the proposal to the time of receiving the Purchase Order from Buyer, Howden reserves the right to adjust the price accordingly. Upon submittal of orders to Howden, Buyer acknowledges its name will be added to a confidential list of customers that purchased Howden product(s), and agrees that from time to time, Seller, in its discretion, may provide its name as a reference for these products to new customers or to contractors to demonstrate where these products have been sold. Howden is ISO 9001:2015 Certified.; Regards, April Montgomery Howden Aftermarket Revolving Around You" Page 4 of 4 AC©R© CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/06/2025 PRODUCER MARSH USA, LLC./ TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400g ATLANTA, GA 30326 CN 101896271--GAW-25-26 INSURED Howden USAII 2475 George Urban Blvd. Ste. 1200 Depew, NY 14043 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsement(s). ct7NTACT PHONE E-MAIL ADORE..i4 IHSURENS)AFFORDING COVERAGE NAICt INSURER A : AC AmanCan IrL;2a any t1 _ _ 22667 URER B SURER c URER D URER E COVERAGES CERTIFICATE NUMBER: AT REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN51t TYPE OF INSURANCE A Oi: BMW -- POLICY Et~F.,m,_ POLICY P rr LTR - WNW POLICY rUMBER , NONCIONYVY) /MM1Ot)/YYYY) A X COMMERCIAL GENERAL LIABILITY a CLAIMS -MADE OCCUR SIR Value: $1,500,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO- X POLICY JECT OTHER( LOC A 1 AUTOMOBILE LIABILITY X . ANY AUTO OWNED ,aw AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY XSL G48950784 01/01/2025 ISA H11375376 01/01/2025 01/01/2026 01/01/2026 LIMITS MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG CO T BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE -(G�c�flani . UMBRELLA LIAB EXCESS LIAB A A RETENTION OCCUR CLAIMS - MADE EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYP ROPR I ETOR/PARTN ER/EXECUTIV E OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yea, describe under DESCRIPTION OF OPERATION a belo Y/ NIA WLR (AOS) SCF C72626047 (WI) /01/202 01/01/2025 01/01/2026 01/01/2026 X STAT E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT TH 1 3,500,000 7,000,000 7,000,000 2,000,000 2,000,000 2,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City Of Yakima, its agents, employees, authorized volunteers, elected and appointed officials is/are included as Additional Insured as respects the General Liability and Auto Liability policies referenced herein per written contract or agreement subject to policy terns, conditions, and exclusions and where permitted by law. The insurances referenced herein are Primary and Non -Contributory over any existing insurance and limited to liability arising out of the operations of the Named Insured when where required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION City Of Yakimal Purchasing Departmenm 129 N. 2nd St,U Yakima, WA 98901 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION *mild bisteett Chart Industries, Inc. XSL Porky Number G47298908 PM* Petted 01/01/2024 to 01/01/2025 husrd 0y {Norm of brursnee Company) ACE American Insurance Company Endorsement Number 15 Insert ihs poesy rsurtrer. The mmdind.r a/ the n1omration Is to be asepteesd only tendorsernert is issues subsequent So m. pr.psr.tlon THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This Endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE 1 Name Of Additional Insured Person(s) Or Organizatiion(s): Any Owner, Lessee or Contractor whom you have agreed to Include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Location(s) Of Covered Operations All locations where you are performing ongoing operations for such additional insured pursuant to any such written contract. Information required to complete this Schedule, if not shown above, will be sh in the Declarations. A. Section 1I — Who Is An Insured is amended to include as an additional insured the person(s) or organiza- tion(s) shown in the Schedule, but only with respect to liability for 'bodily injury", 'property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. tf coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the Insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or 'property damage" occurring after: 1. All work, inciudtng materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or an behalf of the additional insured(s) at the location of the covered operations has been completed; or XS-21168a (04113) Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 ect. these additional insureds, the following is added to Section III — tired by a contract or agreement, the most we will pay on Hance: 1. Required by the contract or agreement or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. XS-21168a (04/13) Authorized Copyright, Insurance Services Office, Inc., 2012 Page 2 of 2 ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — COMPLETED OPERATIONS wed bred Chart Industries, Inc. Polley Symbol XSL G4 Phorbet 7298908 Issued By (Mama of Grszw . tomp.ry) ACE American Insurance Company Inert the policy number. The remainder of the info n tRin h* to be completed only when fhb endonw n ent is issued subsequent thihe ptip.r t °ii of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This Endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE 01 hey 112024 to 01/01/2025 Endoniemerd Number 12 1 Name Of Additional Insured Person(*) Or rganiestlon(s): Location And Description Of Completed Operations Any person or organization whom you have agreed to All locations where you perform wort for such additional include as an additional insured under a written insured pursuant to a written contract, provided such contract, provided such contract was executed prior contract was executed prior to the date of loss. to the date of loss. lnfl ,vadon r irett comps o 1h1a A. Section II d Is winded to Include as an additional insured the person(s) or organize- tion(s) shown In file Schedtrie, taut only w►th to liability for 'bodily injury' or "property damage° caused, lo whole or in ated and described in the Schedule of this endorse. meet performed for that additional insured and intrsled in the 'producfompleted operations hazard. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Umits Of insurance And Retained Limit If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not Increase the applicable Limits of Insurance shown in the Declarations. if not si ( n above, will be shown in the orations. Authorized Representative XS-21164a (04/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 ISA 1 DMO 1 ° =; DESIGNATED PERSONS OR 0 NI • NS Ct H10 ' .08 01101/2024 To 01/01/2025 A American Insurance Company THIS ENDORSE ENT C ES THE POUCY. PLEASE ' IT CAREFULLY. This endorsement modifies insurance prov d under the fol ng: BUSINESS AUTO CO E FO AUTO DEALERS C E FO OTOR CARRIER GE FORM S BUSINESS AUTO COVERAGE FOR AdditionalInsured(s): Any For a covered "auto, Who Is Insured is amended to include as an "insured,' the persons or organizations named in this endorsement. However, these pem3ons or organizations are an Insured" only for 'bodily injury' or 'property damage' resulting from acts or omissions of. 1. You. 2. Any of your "emplo or agents. 3. Any person operating a covered "auto' with permission from you, any of your 'employees' or agents. The persons or organizations named in this endorsement are not liable for payment of your premium. Authorized 4c (03116) Page 1 of 1 Item No. 7.G. For Meeting of: March 4, 2025 ITEM TITLE:Resolution authorizing the sole source purchase of aeration system blower parts and repair services from Howden USA Company for the City of Yakima Wastewater Division SUBMITTED BY:Scott Schafer, Director of Public Works * Mike Price, Wastewater/Stormwater Manager BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT SUMMARY EXPLANATION: The City of Yakima (City) Wastewater Division relies on an installed base of three Turblex aeration blowers to meet NPDES permit requirements for the removal of organic pollutants at the wastewater treatment plant. The blowers require scheduled and unscheduled repair services and replacement parts to ensure reliable performance. The Wastewater Division is requesting a sole source authorization for the purchase of Turblex blower replacement parts and repair services from the Howden USA Company. As described in the attached Sole Source Justification form and letter, Howden USA Company is the sole authorized provider of warranted parts and repair services for Turblex blowers in North America. The City followed the requirements of RCW 39.04.280, the City Charter and the Yakima Municipal Code in identifying Howden USA Company as the sole source for Turblex aeration blower parts and repair services in our region. The proposed maintenance Agreement with Howden USA Company would be in an amount not to exceed a total of $228,759 over a six-year term for services, parts and taxes. The Agreement is attached for Council review. The purchase of parts and repair services for the blowers are funded through Wastewater Capital Fund 472. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Resilient Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution.docx Service Agreement.pdf Sole Source Form.pdf 89