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CM-2026-164 - 6/12/2026 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF CENTRIFUGAL BLOWERS SERVICE AND PROTECTION PLAN WITH GARDNER DENVER NASH LLC THE STATE OF TEXAS § § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § This Agreement is for the purchase of Centrifugal Blowers Service and Protection Plan, and is referred to herein as the"Agreement."This Agreement is made and entered into on this the 11 ')day of the month of TO IV,- , 2026, by and between the CITY OF ROUND ROCK, TEXAS,a home-rule municipality whose offices are located at 221 East Main Street,Round Rock, Texas 78664, referred to herein as the "City," and GARDNER DENVER NASH LLC, whose offices are located at 200 Simko Boulevard, Charleroi, Pennsylvania 15022, referred to herein as "Vendor." This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written,and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase Centrifugal Blowers Service and Protection Plan; and WHEREAS, expenditures that are for procurement of items from only one source are exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local Government Code; and WHEREAS,the City has determined that Vendor is a sole source provider for these goods and services;and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties,and obligations; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties mutually agree as follows: C M —2o2C4) — (0 id 1.0 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to obtain specified goods and Vendor is obligated to provide specified goods. This Agreement includes any exhibits, addenda, and/or amendments thereto. B. City means the City of Round Rock, Williamson and Travis Counties,Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Goods and Services mean the specified services,supplies,materials,commodities, or equipment. E. Vendor means Gardner Denver Nash LLC,or any successors or assigns. 2.0 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto,and shall remain in full force and effect unless and until it expires by operation of the term stated herein,or until terminated or extended as provided herein. B. This Agreement shall expire sixty (60) months from the effective date. 3.0 SCOPE OF WORK A. The goods and related services which are the subject matter of this Agreement are described generally herein and referenced in in the attached Exhibit "A," incorporated herein by reference for all purposes B. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals,correspondence or discussions. C. Vendor shall satisfactorily provide all deliverables and services described herein and referenced in Exhibit "A" within the contract term specified. A change in the Scope of Services or any term of this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 4.0 COSTS A. City agrees to pay for goods and related services during the term of this Agreement pursuant to the pricing terms set forth in Exhibit"A." B. The City shall is authorized to pay the Vendor an amount not-to-exceed$88,377.75 for the term of this Agreement. 2 5.0 INVOICES All invoices shall include, at a minimum, the following information: 1. Name and address of Vendor; 2. Purchase Order Number; 3. Description and quantity of items received; and 4. Delivery dates. 6.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may affect such termination by giving Vendor a written notice of termination at the end of its then-current fiscal year. 7.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty(30)days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect"on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: 1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or 2. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 3. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 3 8.0 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts,or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition,Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 9.0 TAXES City is exempt from Federal Excise and State Sales Tax;therefore,tax shall not be included in Vendor's charges. 10.0 INSURANCE Vendor shall meet all City of Round Rock insurance requirements set forth at: https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf 11.0 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: John Heaps, Superintendent- Utility Services Public Works Department 3400 Sunrise Road Round Rock, TX 78665 (512)218-3236 mthanc roundrocktexas.gov 12.0 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the specified goods elsewhere. Vendor shall be declared in default of this Agreement if it does any of the following and fails to cure the issue within thirty(30)days of receipt of written notice: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States, and is unable to perform its material obligations under the Agreement. 4 13.0 TERMINATION AND SUSPENSION A. In the event of any uncured default by either party, the non-defaulting party has the right to terminate the affected portions of this Agreement for cause, upon ten (10) days' written notice to the defaulting party following the cure period. B. In the event the City terminates under this section, the following shall apply: Upon the effective date of the termination, Vendor shall discontinue performance of the affected provision of goods and/or services. The City shall be responsible only for amounts due and owing up to the date of termination. 14.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended,and with all applicable rules and regulations promulgated by local, state and national boards,bureaus and agencies. B. In accordance with Chapter 2271,Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. C. In accordance with Chapter 2274,Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten(10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with Chapter 2274,Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten(10)full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1)does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 5 15.0 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement.Neither party shall assign,sublet or transfer any interest in this Agreement without prior written authorization of the other party. 16.0 NOTICES A. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three(3)days after being deposited in the United States mail,with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Gardner Denver Nash LLC 200 Simko Boulevard Charleroi, PA 15022 Notice to City: City Manager Stephanie L. Sandre, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 B. Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 17.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE This Agreement shall be enforceable in Round Rock,Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,Texas.This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 18.0 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 6 19.0 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding,including without limitation,any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 20.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void.The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 21.0 MISCELLANEOUS PROVISIONS A. Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services,responsibilities and duties shall be performed in a manner according to generally accepted industry practices. B. Time is of the Essence. The parties agree that, from time to time, certain unique transactions may have special requirements relative to timing and, accordingly, the parties will identify those transactions and exercise best efforts to accomplish those transactions within the stated timeframe. Other timing requirements will be met in a commercially reasonable manner. Where damage is caused to City due to Vendor's failure to perform in the special timing requirement circumstances,City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. C. Binding Agreement. This Agreement shall extend to and be binding upon and inure to the benefit of the parties' respective heirs, executors, administrators, successors and assigns. D. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] 7 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. GARDNER DENVER NASH LLC By: 1/046,0vd6 91 Printed Name: wv,,kiA/ S. Sz..L. Title: G/ti/ GAAS", I9V , ie Date Signed: ,S//,�/Zd City of Round Rock, Texas By: VglA411/..Le-ona----' P Name: Qfal L 1cf►san Title: ki):14 C'-i /1't0'^°,Qer". Date Signed: GAI/d001C For Ci ttest: By: "W-s.-6 Ann Franklin, City Clerk For City,Approved as to Form: By: Stephanie L. Sandre, City Attorney 8 Exhibit"A" Scope of Services 9 AM WE MI HOFFMAN LAMSON Quote Number 00013220 Created Date 3/6/2026 Opportunity Number SF-1112909 SAP sales order 4404277 Payment Type Fixed number Regional Sales Robert Sexton Expiration Date 3/30/2026 Manager Prepared By Bonnie Walker Contact Name Javier Cedillo Email honnie.walker@irco.com Email jcedillo©roundrocktexas.gov Phone (724)239-1607 Phone 5122019149 Mobile Phone 15122019149 Quote To Name E.Brushy Creek Regional WWTP Ship To Name E.Brushy Creek Regional WWTP Quote To 3939 E.Palm Valley Blvd. Ship To 3939 E.Palm Valley Blvd, Round Rock,Texas 78665 Round Rock,Texas 78665 United States United States Channel Partner Newman Regency Group Description East Brushy Creek PMA P025088.P025089,model 2006-ADOI On site to perform Hoffman and Lamson Protection plan(PMA) Note:We will accept the 5-year term with an amount not to exceed the price of$88,377.75. Javier Cedillo, Thank you for your interest in our Protection Plan on your blowers. WHY TRUST HOFFMAN&LAMSON WITH YOUR BLOWERS? •Decades of service experience yielding unmatched product specific knowledge •OEM Service Advantage •Our service techs work on Hoffman&Lamson blowers 100%of the time •All parts used are OEM and designed for the specific purposes •Comprehensive knowledge and understanding of blower controls •We educate the operators to understand the equipment and what to anticipate before the next service •Cost-savings • Fixed price on multi-year contracts • 15%discount on parts and service beyond the standard Protection Plan services •Extended Warranty on key components(see below) •On site support when needed. WHAT IS THE SCOPE •REPLACE as needed: Bearings •REPLACE as needed:Seals • INSPECT/EVALUATE bearing housing,reservoir,retainers,hearing hardware,gaskets,shims,spacers and •associated hardware •INSPECT/EVALUATE/CHANGE lubricant Hoffman and Lamson 200 Simko Blvd.•Charleroi,PA 15022,USA www.HoffmanandLamson.com H e ) "PO NI HOFFMAN LAMSON •ALIGN SHAFT:laser shaft alignment to hot condition • INSPECT/EVALUATE Motor,check amp reading •CHECK Vibration/temperature readings •CHECK CONTROLS(if applicable)for surge/overload,setting •INSPECT/EVALUATE installation for pipe misalignment,foundation condition •INSPECT/EVALUATE throttle valve •CHECK tie rods •CHECK/INSPECT air filter COVERED COMPONENTS If the blower is in or is restored to a warrantable condition and routine maintenance is performed.a one year Limited Hoffman and Lamson Factory Warranty will be applied to the external components of the blower.These items are warrantied for 12 months after service • Bearings/associated •Oil/Grease Slingers • Locknut and Lock washer • Gaskets •0-rings • Seals •Carbon Rings •Labyrinth Seals •Standard RTDs •Tie Rods We look forward to working with you to provide the best care and service for your equipment. Robert Sexton Contact# robert.sexton@irco.com irco.com Agreement This Agreement is between Hoffman and Lamson,200 Simko Blvd.,Charleroi,PA 15022(hereinafter referred to as"Company")and E.Brushy Creek Regional WWTP (hereinafter referred to as"Customer")for Company's Agreement for a term of 1,3 or 5 year(s)on the equipment shown below(the "Equipment"): Asset Serial Number Material Number Material Description A-0248979 P025088 BM_2000 GD 2000 BLOWER/EXHAUSTER SYSTEMS A-0248980 P025089 BM_2000 GD 2000 BLOWER/EXHAUSTER SYSTEMS This Agreement provides planned maintenance for the Equipment,and assures that factory recommended services are provided on intervals consistent with the manufacturer's recommendations for the Equipment. Service visits with a Company Technical Services Representative and all necessary parts are included to be consistent with the manufacturer's recommendations as set forth in Exhibit A:Work Scopes(the "Services"). Company may collect data from the Equipment which will be archived to provide long term comparative analysis of Equipment performance. Company will perform the Services during normal business hours Monday through Friday from 7:00am-5:00pm. Hoffman and Lamson 200 Simko Blvd.•Charleroi,PA 15022,USA www.HoffmanandLamson.com .11111 Sir HOFFMAN LAMSON Service Options Product Visits Per Year Total Price Selected Hoffman and Lamson Protection Plan 12 Months 1 USD 17,675.55 Hoffman and Lamson Protection Plan 24 Months 1 USD 35,351.10 Hoffman and Lamson Protection Plan 36 Months 1 USD 53,026.65 Hoffman and Lamson Protection Plan 48 Months 1 USD 70,702.20 Hoffman and Lamson Protection Plan 60 Months 1 USD 88,377.75 Exhibit A:Work Scope Hoffman and Lamson Blower Hoffman and Lamson offers a Service PLAN to help our customers enjoy enhanced reliability from their Hoffman and Lamson blowers and prevent costly down time. This program reflects the desire of Hoffman and Lamson Service Personnel to prevent equipment failure and to solve root cause blower problems.Blower problems are often the result of operational.system.installation,or other peripheral causes that are easily determined by personnel trained and certified by Hoffman and Lamson.Participants in this program benefit from the combined knowledge and experience within the Hoffman and Lamson Engineered Products Division. Participants in this program will receive the attention of Hoffman and Lamson Factory Service Personnel who will make at least one annual service call(usually dictated by the severity of the blower service),at which time the following will be performed: 1. Bearing replacement as needed for PMA 2. Inspection and evaluation of shaft seals—replaced as needed 3. Inspection and evaluation of bearing housing,reservoir,retainers,bearing hardware,gaskets,shims,spacers and associated hardware 4. Lubrication change and oiler inspection,if applicable 5. Coupling inspection and evaluation 6. Laser shaft alignment to hot condition 7. Motor evaluation,amp check 8. Blower operational check:vibration readings,bearing temperature readings,surge check and recommendation for correction,if needed 9. Installation inspection for pipe misalignment,foundation deficiencies with recommendations 10. Valve inspection For proper operation 11. Controls inspection and operational adjustments 12. Filter inspection and recommendations(Customer to clean filter but must keep a record) At the conclusion of the service detailed above.the customer will be provided with a comprehensive report complete with a vibration report and recommendations.The cost of this service includes bearing replacement for each blower as necessary and seal inspection for each blower.In the event a bearing change is not recommended the bearing kit will remain with the customer for renewed PMA's or for future use as consumable parts.If any additional parts are identified as problematic.their replacement will be offered at a 15°,'o Protection PLAN discount. If the blower is in or is restored to a warrantable condition and routine maintenance is performed,a oneyear Limited Hoffman and Lamson Factory Warranty will be applied to the external components of the blower. •Please check the Service Report for any additional maintenance that is Customer's responsibility outside of this agreement. If the blower cannot be placed in warrantable condition onsite.we will recommend that it be sent to the factory or to a local authorized service center for a complete disassembly and inspection,after which a complete repair proposal will be made. Any required motor work should be completed prior to the arrival of the Hoffman and Lamson Service Technician to preclude return trips. Factory warranty will cover defects in material and workmanship of the blower or failure resulting from services provided.We will make every effort to give warranty repairs priority status if necessary.Failures beyond Hoffman and Lamson's control are not covered.These include such Hoffman and Lamson 200 Simko Blvd.•Charleroi,PA 15022.USA www.HoffmanandLamson.com WM MI HOFFMAN LAMSON circumstances as motor failures,blower failures resulting from surge conditions,unusual damage to the blower or accessories,product misuse, pre-existing conditions,improper maintenance or operation,acts of God,or other incidental situations.Hoffman and Lamson will utilize every effort to assist the customer should any type of problem arise. Terms&Conditions of the Agreement 1. INVOICING:Invoicing of this Agreement will start in the month of the effective date of this Agreement as written by Customer below upon execution of the Agreement(Agreement"Effective Date"). The invoicing frequency will be annual. Customer will pay all invoices within thirty(30)days from the date of invoice or per agreed upon Customer terms. 2. GENUINE PARTS:Customer agrees to only use genuine Hoffman and Lamson parts and lubricants on the Equipment or Hoffman and Lamson approved parts for alternative manufacturers,where applicable. 3. AGREEMENT TERM:This Agreement will remain in effect for the term listed above unless it is terminated in writing by either party,by providing the other party,at the address written above,with a thirty(30)day written notice of its intent to terminate this Agreement. 4. SCOPE OF WORK:This Agreement only includes the Services set forth in Exhibit A applicable to the Equipment.Anything outside of the Services will be quoted and approved by an authorized Customer representative prior to being performed. 5. TERMINATION: If this Agreement is terminated by Customer prior to the end of the Term,other than for default,Customer shall make a payment as liquidated damages(but not penalty)to Company within thirty(30)days from the date of termination of this Agreement in an amount equal to(1)one-half(1/2)of the remaining amount of the Agreement Price left to be paid during the Term;or(2)the list price at the time Services were performed and parts provided prior to termination of this Agreement,minus payments made up to the date of termination;whichever is greater. 6. GENERAL:The Terms and Conditions outlined in this Agreement,shall apply to the Services by Company of maintenance or repair work or the sale of parts thereunder.No additional or contrary terms shall be binding upon Company unless specifically agreed to in writing. 7. SCHEDULE DATES&DELAYS:Schedule dates are approximate and neither party shall be liable for loss,damage,or delay due to war,riots,fire,flood,strike or other labor difficulty,acts of civil or military authority including governmental laws,orders,priorities or regulations,acts of the other party,embargo,pandemic,car shortage,damage or delay in transportation,inability to obtain necessary labor or materials from usual sources,faulty forgings or castings,or other causes beyond the reasonable control of such party.In the event of delay in performance of Services due to any such cause,the schedule dates or time for completion will be adjusted to reflect the actual time as may be necessary to properly reflect the delay.The Customer's receipt of the Services or parts shall constitute a waiver of any claims to delay. 8. ASSIGNMENT:Neither party will assign or transfer this Agreement without the prior written consent of the other party.Said consent will not be unreasonably withheld. In the event Customer sells all or a substantial portion of its assets to another entity(the "Successor")without Company's prior written consent and the business previously conducted by Customer is or may be continued by the Successor,Customer shall be liable for and shall pay on demand the amount of all accounts receivable due by Successor to Company arising from the date of such sale of assets until such time as Successor and Customer execute an addendum to this Agreement assigning this Agreement and its obligations to the Successor. 9. TAXES:The prices do not include any present or future Federal,State or Municipal sales,use,gross receipts,property,or other similar type tax with respect to any material,erection equipment,parts or Services covered hereby.If Company is required by applicable law or regulation to pay or collect any such type tax or taxes on account of this transaction or the material,parts or erection equipment or Services covered hereby,then such amount of tax shall be paid by Customer in addition to the Annual Price set forth above. 10. INSURANCE:With respect to the performance of the Services,Company's personnel shall be properly covered with insurance in the areas of Workers'Compensation,Public Liability,and Automobile Insurance where the use of a vehicle is required.A certificate confirming this insurance coverage is obtainable upon request.Unless prohibited by applicable law,to the extent any loss and/or damage is recoverable by insurance proceeds under Customer's insurance policies,Customer waives its and its insurers'rights to recover for such loss and/or damage against Company. 11. WARRANTY:Company warrants that parts manufactured by Company and furnished under this Agreement,will be free of defects in material and workmanship for a period of twelve(12)months from the date of service. The Company shall either repair or replace such parts,provided the Customer promptly notifies Company in writing of defects therein,within said period.Company makes no performance warranty and the effects of corrosion,erosion and normal wear and tear are specifically excluded from Company's warranty. 12, COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER,EXPRESSED OR IMPLIED, EXCEPT THAT OF TITLE,AND ALL IMPLIED WARRANTIES,INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ARE HEREBY DISCLAIMED. 13. LIMITATION OF LIABILITY:The remedies of Customer set forth herein are exclusive,and the liability of Company with respect to this Agreement or the Services or parts furnished under this Agreement shall not exceed the Agreement Price of such Services or the part upon which such liability is based.Company and its suppliers or subcontractors shall in no event be liable to Customer,any successors in interest or any beneficiary of this Agreement for any consequential.incidental,indirect,special or punitive damages arising out of this Agreement or any breach thereof,whether based upon loss of use,lost profits or revenue,interest,lost goodwill, work stoppage,impairment of other goods,loss by reason of shutdown or non-operation,increased expenses of operation,cost of purchase of replacement power or claims of Customer or customers of Customer for service interruption,whether or not such loss or damage is based on contract,warranty.negligence.indemnity,strict liability or otherwise, Hoffman and Lamson 200 Simko Blvd.•Charleroi,PA 15022,USA www.HoffmanandLamson.com HOFFMAN LAMSON 14. NUCLEAR LIABILITY:In the event that the Services or parts furnished hereunder are to be used in a nuclear facility,Customer shall, prior to such use,arrange for insurance or governmental indemnity,protecting Company against liability and hereby releases and agrees to indemnify Company and its suppliers for any nuclear damage,including loss of use,in any manner arising out of a nuclear incident,whether alleged to be due,in whole or in part to the negligence or otherwise of Company or its suppliers. 15. GOVERNING LAW:The rights and obligations of the parties shall be governed by the laws of the State of North Carolina excluding any conflicts of law provisions.The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 16. SAFETY:Customer shall provide to Company safe access to the Equipment,and a safe and adequate place in which to perform the Services.Company reserves the right to refuse performing Services if,in the sole discretion of its employee,performing such Services would be unsafe. 17. SITE ASSISTANCE:Customer is responsible for providing reasonable access to the Equipment.Customer must ensure that the equipment is available for maintenance/service upon arrival of Hoffman&Lamson service technician.Any delays in availability of equipment will result in additional charges to customer.Customer will provide,at their expense,permanent or temporary(e.g.forklift, 'A'Frame,etc.)means to facilitate the lifting of equipment components as necessitated to perform the Services.In addition,the Agreement Price is established with the assumption that one(1)Company Technical Services Representative to perform the Services. Customer agrees to supply additional manpower where lifting assistance or'another set of hands'is required to perform the Services. 18. COMPANY REMOTE EQUIPMENT MONITORING:For all Equipment,remote monitoring may be required by Company to enhance response time and enable remote diagnostics.Upon written request by Company,Customer agrees to allow Company to install connectivity device(s)on the Equipment and transmit Equipment operational data ONLY over a cellular broadband network.Customer further agrees to allow the mounting of cellular antenna(s),either on the Equipment or on the exterior of the facility,as required to achieve communication signal strength.Company device and antenna installations shall not be intrusive to Customer systems, processes or aesthetics. If the necessary permission is not provided within ninety(90)days of written notice.Company may adjust Agreement pricing at its sole discretion,to reflect higher maintenance and Agreement management costs. By signing below.customer agrees to the Terms and Conditions of printed documentation. Signatures Authorized Customer Representative Hoffman&Lamson Authorized Service Provider Representative Signature Signature Name Name Title Title Effective Date Date P.O.# Purchase Order Submission PLEASE SUBMIT PURCHASE ORDER AND SIGNED CONTRACTS TO: Hoffman and Lamson Service.CF@irco.com Please note as this is an estimated quote.actual hours and expenses would be invoiced.This service is offered in accordance with our standard rates.and Hoffman and Lamson T&C's apply. Please note that once a Service Visit has been scheduled,time has been reserved in the schedule exclusively for you.If the visit is cancelled less than 24 hours before it is scheduled to take place,a minimum cancellation fee of 8500 or 10%of the total visit(whichever is greater)will be charged. Emergency Service Rates Service rates for emergency field service requests(typically 2 weeks or less from request to departure)will incur 20%for labor and travel rates before a technician or engineer departs and will be communicated in advance. Hoffman and Lamson 200 Simko Blvd.•Charleroi,PA 15022,USA www.HoffmanandLamson.com o ° HOFFMAN LAMSON You can cancel or reschedule an appointment by emailing us at:Service.CF@irco.com or calling(1-877-436-2741) Hoffman and Lamson 200 Simko Blvd.•Charleroi,PA 15022,USA www.HoffmanandLamson.com