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Res 152-2024 Purchase Belt Filter Press from Andritz Separation Tech Inc. 11/19/2024 Resolution No. 152-2024 Resolution authorizing the award of a sole source rehabilitation of a Belt Filter Press at the Wichita Falls Resource Recovery Facility, to Andritz Separation Technologies Inc., in the amount of $348,851.00 WHEREAS, one of the City of Wichita Falls' Strategic Goals is to Provide Quality Infrastructure; and, WHEREAS, the City desires to continue to have reliable treatment systems to properly treat biosolids within the Resource Recovery Facility; and, WHEREAS, the City desires to continue to protect the citizens and the environment from these wastes; and, WHEREAS, Andritz Separation Technologies, Inc. is the supplier and manufacturer of the existing belt presses; and, WHEREAS, it is in the best interest of the City of Wichita Falls to sole source the purchase of the equipment and labor from Andritz Separation Technologies, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: City staff is authorized to execute all documents necessary, in forms approved by the City Attorney, to purchase the equipment and labor for the Belt Filter Press refurbishment at Wichita Falls Resource Recovery Facility from Andritz Separation Technologies Inc., in the amount of $348,851.00. PASSED AND APPROVED this the 19th day of November 2024. MAYOR ATTEST: D6 City Clerk I Wichita Falls, TX - WWTP Andritz 2.0m Belt Filter Press Refurbishment Proposal Proposal: 20989581-R1 By: A.Alvarado Date:November 6,2024 Tel:(817)266-9512 E-mail:armondo.alvarado@andritz.com 11 1111 ME_ ,i •v . a ANDRITZ SEPARATION INC. 1010 Commercial Blvd S. Arlington,Texas 76001,USA Phone:+1 800 433 5161 Fax:+1 817 468 3961 separation.us@ANDRITZ.com www.ANDRITZ.com Confidential document.All rights reserved.No duplication or disclosure to third parties permitted without the written consent of ANDRITZ AG. MOREL Separation 11/6/2024 TO: Wichita Falls,TX—WWTP PROJECT: Belt Filter Press Refurbishment PROJECT LOCATION: Wichita Falls,TX Reference: Andritz 2.0m Belt Filter Press Refurbishment Mr. Burris, We are pleased to submit the attached Proposal/Scope of Supply for the above referenced equipment. Included in this proposal are photos showing samples of the condition of the Belt Filter Press for reference. Photos of all worn/damaged areas are not included. ANDRITZ is a world leader in liquids/solids separation and takes a great deal of pride in the experience, quality, performance,and customer satisfaction that we supply to our many clients.We trust that our quality, service and value will enable ANDRITZ to be the belt press refurbishment supplier of choice for this project. Your consideration is appreciated. Sincerely, Armondo Alvarado Business Development Manager ANDRITZ Separation,Inc. Cell: (817)266-9512 Email:armondo.alvarado@andritz.com Confidential document.All rights reserved.No duplication or disclosure to third parties permitted without the written consent of ANDRITZ AG. Page 2 of 4 AT RiTL Separation ATTACHMENT City of Wichita Falls,TX WWTP Andritz Project#:691-700 Serial#: 95142 Andritz CPF 2.OM SMX-S8-NG4 Scope of Supply: Refurbished Parts(From Existing Unit): • Shower boxes and other stainless components will be cleaned and inspected. • Shower pipes to be disassembled and have new nozzles,wire brush and seals installed. Shower boxes will have new seals installed. New Parts: The following items would be supplied during the refurbishment. • Complete set of new rollers and bearing assemblies supplied for entire Belt Filter Press. All rollers and bearing housings will be coated to OEM specifications. • Side wall seals • Splash guard seals • Set of dewatering belts • Distribution chute splash guard seal • Plow chicanes • Wear strips(gravity and wedge zone) • Upper and lower shower box seals • Shower bar nozzles • Shower bar internal brush • Shower bar seal kit • Doctor blades(1 upper roll and 1 lower roll) • Doctor blade tensioning Rosta's • Belt tension bellows • Support bushings for tension rods • Belt tracking bellows • Tracking control valves • Tracking sensing arm and paddles Attachment Page 1 of 4 ANDR TZ Separation Inc. RemItto Wlreinstructlons 1010 Commercial Blvd South ANDRITZ Separation Inc. Nordea Bank Finland PLC Arlington,TX 70001 USA Dept 0312 New Vork Branch P.O.Box 120312 SW FT.NDFAU SSN Tel+1(81)46,5611 Dallas,TX 75 31 2-03 1 2 Account 3001 Fax'.-F1(817)468-3961 Federal Tax ID N um ber'.59-3773483 ABA:02871026010706 AT RiTL Separation • Gearbox and bull gears • New electrical switches and electrical wiring(2 limit switches,2 e-stops) Site Work: • Press will be disassembled and then reassembled in Wichita Falls,TX • ANDRITZ will supply transportation of rolls and components from our service center to the customer site. • ANDRITZ to provide(2)service technicians to be onsite for 15 days. First trip,5 days,to disassemble Existing BFP. Second trip, 10 days to reassemble and start up to check the electrical and pneumatic systems for proper operation. • ANDRITZ will provide forklift. • Additional time required due to delays outside of ANDRITZ control or request for additional work will be charged per the attached service rate sheet. Not in Scope: • No work will be done to the pneumatic control panel. • No work will be done to the electrical control panel. • No work will be done to any grease lines. • Nor work will be done to the Frame.After disassembly of machine onsite by Andritz,Customer is responsible to address any corrosion on frame, if needed,such as cold galvanizing or touch up paint. • Stainless Steel tubing airline will be replaced with polypropylene tubing. • Customer will be responsible to power washing and cleaning of the equipment prior to work. • Customer will be responsible for disconnecting(and reconnection)of all utilities from the machine. Such as sludge,water,drains,compressed air and electrical service. • Customer is responsible for disposal of any old parts not reused. • Customer will be responsible for removal of walkways,grating and other interferences to provide access to the machine. Attachment Page 2 of 4 ANDR TZ Separation Inc. RemItto Wlreinstructlons 1010 Commercial Blvd South ANDRITZ Separation Inc. Nordea Bank Finland PLC Arlington,TX 76001 USA Dept 0312 New Vork Branch P.O.Box 120312 SW FT.NDEAUS3N Tel+1(81)46,5611 Dallas,TX 75 31 2-03 1 2 Account 3001 Fax'.+1(817)468-3961 Federal Tax ID N um ber'.59-3773483 ABA:02801026010706 AT RiTL Separation Terms and Conditions: This proposal is based on the attached ANDRITZ Separation, Inc."Standard Terms and Conditions of Sale". Special Provisions: • All prices quoted in US Dollars, • Pricing quoted is FOB Jobsite. • Pricing does not include any local,state or federal taxes, permits,duties or other fees.Any taxes or fees that may apply must be added to the quoted price and paid by the buyer. • Bonding is not included. Validity: This proposal is valid thru 12/31/2024. The quoted price in this proposal has been calculated based on the current market prices required to manufacture the quoted equipment and services pursuant to regulations,duties and law in effect as of the date of this proposal.The quoted price shall remain firm for a period of thirty(30)days,except and subject to the following. In the event that the introduction of new tariffs, levies,duties, regulations,or any type of legislation by a domestic or foreign government has the effect of increasing the price of the quoted equipment or services, Andritz reserves its right to adjust its quoted price in order to reflect these increases in cost. Nothing in this document,or in any of the applicable contractual documentation shall be construed as a waiver of this right. Terms of Payment ANDRITZ Separation agrees to the following payment terms(on a net 30 day basis): • 100%of Order Value upon Shipment and Start up. Delivery: Equipment readiness for delivery is anticipated to be 14-18 weeks from receipt of Approved Purchase Order. Attachment Page 3 of 4 ANDRTZSeparaton Inc. RemItto Wlreinstructlons 1010 Commercial Blvd South ANDRITZ Separation Inc. Nordea Bank Finland PLC Arlington,TX 76001 USA Dept 0312 Na,,Vork Branch P.O.Box 120312 SW FT.NDFAU SSN Tel+1(81)46,5611 Dallas,TX 75 31 2-03 1 2 Account 3001 Fax'.+1(817)468-3961 Federal Tax ID N um ber'.59-3773483 ABA:02001026010706 AT RbTL Separation Pricing: The price for refurbishing the existing belt filter press per above scope: Price: $348,851.00 USD Attachment Page 4 of 4 ANDRITZ Separation Inc. RemItto Wlreinstructlons 1010 Commercial Blvd South ANDRITZ Separation Inc. Nordea Bank Finland PLC Arlington,TX 76001 USA Dept 0312 New Vork Branch P.O.Box 120312 SVNFT.NDEAUS3N Tel+1(81)46,5611 Dallas,TX 75 31 2-03 1 2 Account 3001 Fax'.+1(817)468-3961 Federal Tax ID N um ber'.59-3773483 ABA:02801026010706 AMR rL TERMS AND CONDITIONS OF SALE AND/OR SERVICE 1.TERMS APPLICABLE b) Services Warranty. Seller warrants to Buyer that the Services performed will be free (a)These Terms and Conditions of Sale and%or Service are the only terms which govern the from defects in workmanship and will conform to any mutually agreed upon specifications. sale of the products,equipment,or parts and/or the provision of services("Products"and If any failure to meet this warranty appears within 12 months from the date of completion of "Services')pursuant to the quotation or acknowledgement of the Andritz entity supplying the the Services,on the condition that Seller be promptly notified in writing thereof,Seller as its same("Seller')or Buyer's purchase order or other written document issued by Buyer.These sole obligation for breach of this warranty will correct the failure by re-performing any Terms and Conditions of Sale and/or Service control,supersede and replace any and all defective portion of the Services furnished. Seller does not warrant the accuracy of,or other additional and/or different terms and conditions of Buyer,and Seller hereby objects to performance results of,any conclusions or recommendations provided,nor that any desired and rejects all such terns and conditions of Buyer without further notification,except to the objective will result from the Services provided and Seller shall not be liable for any loss of extent Seller expressly agrees to such conditions in writing.Buyer's authorization for Seller use or any production losses whatsoever. to commence work under the Agreement or Buyer's acceptance of delivery of or payment (c) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE for any Products or Services covered by this Agreement,in whole or in part,shall be deemed ONLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES, Buyer's acceptance of these Terms and Conditions of Sale and/or Service.The term WHETHER STATUTORY,ORAL,EXPRESS OR IMPLIED. IN PARTICULAR,THERE "Agreement"as used herein means(1)these Terms and Conditions of Sale and/or Service, ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A (2)Seller's quotation or acknowledgment together with any attachment thereto and any PARTICULAR PURPOSE. documents expressly incorporated by reference,and(3)Buyer's purchase order or other (d) The remedies provided in Paragraphs 3(a)and 3(b)are Buyers exclusive remedy for written document issued by Buyer,together with any attachment thereto and any documents breach of warranty. expressly incorporated by reference(but excluding any Buyertemis and conditions attached (e) With respect to any Product or part thereof not manufactured by Seller,Seller shall thereto or incorporated therein by reference). In the event of a conflict between any pass onto Buyer only those warranties made to Seller by the manufacturer of such Product documents forming the Agreement,such documents shall be construed in the above-listed or part which are capable of being so passed on. order of precedence. 4.LIMITATION OF LIABILITY (b)Prior to Buyer's acceptance of any Seller quotation in which these Terms and Conditions Notwithstanding any other provision in this Agreement,the following limitations of liability of Sale and%or Service are incorporated,in the event that the introduction of new tariffs, shall apply: levies, duties, taxes, regulation, or any type of legislation by a domestic or foreign (a) In no event,whether based on contract,tort(including negligence),strict liability or government has the effect of increasing the price of the quoted Products and/or Services, otherwise, shall Seller, its officers, directors, employees, subcontractors, suppliers or Seller reserves its right to adjust its quoted price in order to reflect these increases in cost. affiliated companies be liable for loss of profits,revenue or business opportunity,loss by Nothing in this document,or any of the applicable contractual documentation shall be reason of shutdown of facilities or inability to operate any facility at full capacity,or cost of construed as a waiver of this right. obtaining other means for performing the functions performed by the Products or Software, 2.DELIVERY OR PERFORMANCE;RISK OF LOSS AND TITLE loss of future contracts,claims of customers,cost of money or loss of use of capital,in each (a) Delivery or performance dates are good faith estimates and do not mean that"time is case whether or not foreseeable,or for any indirect,special,incidental or consequential of the essence." Buyer's failure to promptly make advance or interim payments,supply damages of any nature resulting from, arising out of or connected with the Products, technical information,drawings and approvals will result in a commensurate delay in delivery Services,Software or this Agreement or from the performance or breach hereof. or performance.If the parties have agreed to liquidated damages in this Agreement for (Is) The aggregate liability of Seller,its officers,directors,employees,subcontractors, Seller's delay in achieving certain milestones,(i)the parties acknowledge and agree that suppliers or affiliated companies,for all claims of any kind for any loss,damage,or expense Buyer's damages for Seller's delay are difficult to predict with any certainty,and such resulting from,arising out of or connected with the Products,Services,Software or this liquidated damages are not a penalty but a reasonable estimate of Buyer's delay damages; Agreement or from the performance or breach hereof,together with the cost of performing (ii)such liquidated damages shall not exceed an aggregate value of five percent(5%)of the make good obligations to pass performance tests,if applicable,shall in no event exceed the Agreement price and shall be Buyer's exclusive remedy for any delay by Seller in performing Agreement price. any of its obligations under this Agreement;and(iii)Buyer agrees Seller shall not be liable (c) The limitations and exclusions of liability set forth in this Paragraph 4 shall take for liquidated damages if Seller's delay in achieving a milestone subject to liquidated precedence over any other provision of this Agreement and shall apply whether the claim of damages has not delayed Buyer's ability to use the applicable Products,Software and/or liability is based on contract,warranty,tort(including negligence),strict liability,indemnity,or Services. otherwise.The remedies provided in this Agreement are Buyer's exclusive remedies. (b) Upon and after delivery,risk of loss or damage to the Products shall be Buyer's. (d) All liability of Seller,its officers,directors,employees,subcontractors,suppliers or Delivery of the Products hereunder will be made on the terms agreed to by the parties as set affiliated companies,resulting from,arising out of or connected with the Products,Services forth in this Agreement,according to INCOTERMS 2020. If no delivery term is agreed or this Agreement or from the performance or breach hereof shall terminate on the third elsewhere in the Agreement,delivery of the Products will be made FCA shipping point anniversary of the date of this Agreement. (INCOTERMS 2020).Title to the Products shall transfer to Buyer upon final payment (e) In no event shall Seller be liable for any loss or damage whatsoever arising from its therefor. failure to discover or repair latent defects or defects inherent in the design of goods serviced 3.WARRANTY (unless such discovery or repair is normally discoverable by tests expressly specified in the (a) Product Warranty. Seller warrants to Buyer that the Products manufactured by it will scope of work under this Agreement)or caused by the use of goods by the Buyer against be delivered free from defects in material and workmanship.This warranty shall commence the advice of Seller. If Seller furnishes Buyer with advice or assistance concerning any upon delivery of the Products and shall expire on the earlier to occur of 12 months from initial products or systems that is not required pursuant to this Agreement,the furnishing of such operation of the Products and 18 months from delivery thereof(the"Warranty Period"). If advice or assistance will not subject Seller to any liability whether in contract indemnity, during the Warranty Period Buyer discovers a defect in material or workmanship of a Product warranty,tort(including negligence),strict liability or otherwise. and gives Seller written notice thereof within 10 days of such discovery,Seller will,at its 5. CHANGES,DELETIONS AND EXTRA WORK. option,either deliver to Buyer,on the same terms as the original delivery was made, Seller will not be required to make changes in the Products or Services unless Buyer and according to INCOTERMS 2020,a replacement part or repair the defect in place.Any repair Seller have executed a written change order for such change. Any such change order will or replacement part furnished pursuant to this warranty are warranted against defects in include an appropriate adjustment to the Agreement price and/or schedule.If the change material and workmanship for one period of 12 months from completion of such repair or impairs Seller's ability to satisfy any of its obligations to Buyer,the change order will include replacement,with no further extension.Seller will have no warranty obligations for the appropriate modifications to this Agreement.Seller shall be entitled to a change order Products under this Paragraph 3(a):(i)if the Products have not been stored,installed, adjusting the Agreement price,schedule and/or any affected obligations of Seller if after the operated and maintained in accordance with generally approved industry practice and with effective date of this Agreement(a)a change in applicable law,tariffs,levies,duties,taxes, Sellers specific written instructions;(ii)if the Products are used in connection with any regulations or ordinances or(b)any act or omission of Buyer or any other party for whom mixture or substance or operating condition other than that for which they were designed; Buyer is responsible,or any error or change in Buyer-provided information should require a (iii)if Buyer fails to give Seller such written 10 day notice;(iv)if the Products are repaired by change in the Products or Services or cause an increase in the cost or change in the someone other than Seller or have been intentionally or accidentally damaged;(v)for schedule to supply the Products or Services. corrosion,erosion,ordinary wear and tear or in respect of any parts which by their nature 6.TAXES are exposed to severe wear and tear or are considered expendable;or(vi)for expenses Seller's prices do not include any sales,use,excise or other taxes. In addition to the price incurred for work in connection with the removal of the defective articles and reinstallation specified herein,the amount of any present or future sales, use, excise or other tax following repair or replacement. applicable to the sale or use of the Products,Software or Services shall be billed to and paid Annoy Terms and Contlltlons—Sale ansVor Service(November 2020) by Buyer unless Buyer provides to Seller a tax-exemption certificate acceptable to the Seller does not warrant that the Software or any equipment,system,or network on which relevant taxing authorities. the Software is used will be free of vulnerability to intrusion or attack. 7.SECURITY INTEREST (d) If within 12 months from the date of delivery of the Products containing the Software, Seller shall retain a purchase money security interest and Buyer hereby grants Seller a lien Buyer discovers that the Software is not as warranted above and notifies Seller in writing upon and security interest in the Products until all payments hereunder have been made in prior to the end of such 12 month period,and if Seller determines that it cannot or will not full.Buyer acknowledges that Seller may file a financing statement or comparable document correct the nonconformity, Buyer's and Buyer's Seller-authorized transferee's exclusive as required by applicable law and may take all other action it deems reasonably necessary remedies,at Seller's option,are:(1)replacement of the nonconforming Software;or(2) to perfect and maintain such security interest in Seller and to protect Seller's interest in the termination of this license and a refund of a pro rata share of the Agreement price or license Products. fee paid. 8.SET OFF (e) If any infringement claims are made against Buyer arising out of Buyer's use of the Neither Buyer nor any of its affiliates shall have any right to set off claims against Seller or Software in a manner specified by Seller,Seller shall:(i)defend against any claim in a suit any of its affiliates for amounts owed under this Agreement or otherwise. or proceeding brought by an unaffiliated third party against Buyer that the Software violates 9_ PATENTS a registered copyright or a confidentiality agreement to which Seller was a party,provided Unless the Products or any part thereof are designed to Buyer's specifications or instructions that Seller is notified promptly in writing and given the necessary authority,information and and provided the Product or any part thereof is not used in any manner other than as assistance for the defense and settlement of such claims(including the sole authority to specified or approved by Seller in writing or modified by Buyer without the written consent of select counsel and remove the Software or stop accused infringing usage);(ii)Seller shall Seller,(i)Seller shall defend against claims made in a suit or proceeding brought against satisfy a final judgment(after all appeals)for damages entered against Buyer for such claims, Buyer by an unaffiliated third party that any Product infringes a device claim of a patent so long as such damages are not attributable to willful conduct or sanctioned litigation issued as of the effective date of this Agreement in the country in which the Product will be conduct;and(iii)if such judgment enjoins Buyer from using the Software,Seller may at its operated,and limited to the field of the specific Products provided under this Agreement; option:(a)obtain for Buyer the right to continue using such Software;(b)eliminate the provided Seller is notified promptly in writing and given the necessary authority,information infringement by modifying the Software or replacing it with a functional equivalent(in which and assistance for the defense of such claims;(ii)Seller shall satisfy any judgment(after all case,Buyer shall immediately stop use of the allegedly infringing Software),or(c)take back appeals)for damages entered against Buyer on such claims so long as such damages are such Software and refund to Buyer all payments on the Agreement price that Seller has not attributable to willful conduct or sanctioned litigation conduct;and(iii)if such judgment received.However,Seller's obligations under this Paragraph 10 shall not apply to the extent enjoins Buyer from using any Product or a part thereof,then Seller will,at its option:(a) that the claim or adverse final judgment relates to:(1)Buyer's running of the Software after obtain for Buyer the right to continue using such Product or part; (b)eliminate the being notified to discontinue;(2)non-Seller software, products,data or processes;(3) infringement by replacing or modifying all or part of the Products;or(c)take back such Buyer's alteration of the Software;(4)Buyer's distribution of the Software to,or its use for Product or part and refund to Buyer all payments on the Agreement price that Seller has the benefit of,any third party not approved in writing by Seller;or(5)Buyer's acquisition of received for such Product or part. The foregoing states Seller's entire liability for patent confidential information(a)through improper means;(b)under circumstances giving rise to infringement by any Product or part thereof. a duty to maintain its secrecy or limit its use;or(c)from a third party who owed to the party 10. SOFTWARE LICENSE,WARRANTY,FEES asserting the claim a duty to maintain the secrecy or limit the use of the confidential If Buyer and Seller have not entered into a separate license agreement,the following information.Buyer will reimburse Seller for any costs or damages that result from actions 1 Software Terms and Conditions apply to any embedded software produced by Seller and to 5. THE FOREGOING PROVISIONS OF THIS SECTION 10(e)STATE THE ENTIRE furnished by Seller hereunder: LIABILITY AND OBLIGATIONS OF SELLER AND THE EXCLUSIVE REMEDY OF (a) The Software,as described in the Agreement("Software"),and all written materials or BUYER, WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY graphic files that are fixed in any tangible medium and that relate to and support the Software PROPRIETARY RIGHTS UNDER SECTION 10,INCLUDING BUT NOT LIMITED TO ("Documentation'), and all present and future worldwide copyrights,trademarks,trade PATENTS AND COPYRIGHTS,BY THE SOFTWARE OR ANY PART THEREOF. secrets,patents,patent applications,mask work rights,moral rights,contract rights,and (1) This warranty set forth in subparagraph(c)above shall only apply when: (1)the other proprietary rights recognized by the laws of any country inherent therein,including all Software is not modified by anyone other than Seller or its agents authorized in writing;(2) changes and improvements requested or suggested by Buyer in the support and there is no modification in the Products in which the Software is installed by anyone other maintenance of the Software are the exclusive property of Seller("Seller's Intellectual than Seller or its agents authorized in writing;(3)the Products are in good operating order Property Rights'). All rights in and to the Software not expressly granted to Buyer in the and installed in a suitable operating environment;(4)the nonconformity is not caused by Agreement are reserved by Seller. Nothing in this Agreement will be deemed to grant,by Buyer or a third party;(5)Buyer promptly notifies Seller in writing,within the period of time implication,estoppel,or otherwise,a license under any of Seller's existing or future patents. set forth in subparagraph(c)above,of the nonconformity;and(6)all fees for the Software Software will not include any upgrades,new versions,releases,enhancements,or updates due to Seller have been timely paid. SELLER HEREBY DISCLAIMS ALL OTHER to the Software,unless agreed to by Seller in writing and at its sole discretion.To the extent WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, any upgrades,new versions,releases,enhancements,or updates to the Software are INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, provided by Seller,the term"Software"shall be deemed to include such upgrades,new FITNESS FOR A PARTICULAR PURPOSE,COURSE OF DEALING AND USAGE OF versions or releases,enhancements or updates.To the extent any ownership right arises in TRADE. Buyer with respect to the above,Buyer hereby assigns all of its right,title,and interest in and (g) Buyer and its successors are limited to the remedies specified in this Paragraph 10. to any intellectual property embodied in in the Seller's Intellectual Property Rights,including (h) Any subsequent modifications or enhancements to the Software made by Seller are, enforcement rights,to Seller without the payment of any additional consideration thereof at Seller's option,subject to a fee. either to Buyer, or its employees, agents, or customers and agrees to execute any 11. SITE RISKS documents Seller deems necessary to effect such assignment. (a) Site Conditions.The parties acknowledge and agree that as to conditions at the project (b) Seller hereby grants to Buyer a non-exclusive,non-transferable,non-sub-licensable, site,Seller is relying upon information provided by Buyer.If Seller becomes aware of any revocable license to install,run,and use the Software,and any modifications made by Seller subsurface, concealed,or differing condition,environmental hazard or violation of any thereto only in connection with configuration of the Products and operating system for which environmental law or regulation,Seller will immediately suspend performance of the work in the Software is ordered hereunder, and for the end-use purpose stated in the the affected area and notify Buyer.Buyer acknowledges that it will assume the risk of any Documentation. Buyer agrees that neither it nor any third party shall modify, reverse increased costs and changes to the schedule that may result from such conditions.If Buyer engineer,decompile or reproduce the Software,except Buyer may create a single copy for does not immediately remediate such conditions,Seller may either suspend performance of backup or archival purposes in accordance with the Documentation(the"Copy'). Buyer's all work or terminate this Agreement. license to use the Software and the Copy of such Software shall terminate upon any breach (h) Environmental Remediation. Buyer acknowledges that Seller is not an expert in of this Agreement by Buyer.All copies of the Software,including the Copy,are the property environmental remediation and shall not be directed by change order or otherwise to perform of Seller,and all copies for which the license is terminated shall be returned to Seller,or any environmental remediation as part of the Services,including but not limited to asbestos deleted from Buyer's computer systems,with written confirmation after termination. and lead paint removal.If any environmental remediation becomes necessary,Buyer will (c) Seller warrants that,on the date of shipment of the Software or the Products containing contract directly with a qualified third party to perform such work. the Software to Buyer:(1)the Software media contain a true and correct copy of the Software 12. TERMINATION and are free from material defects;(2)Seller has the right to grant the license hereunder; (a) Buyer may terminate this Agreement upon breach by Seller of a material obligation and(3)the Software will function substantially in accordance with the related Seller operating hereunder and Seller's failure to cure,or to commence a cure of,such breach within a documentation.In no event does Seller warrant that the Software is error free or that Buyer reasonable period of time(but not less than 30 days)following written receipt of notice of the will be able to operate the Software without impairments or interruptions.In addition,due to same from Buyer. the continual development of new techniques for intruding upon and attacking networks, Andnx terns and Condltlons—Sale araor Sewlce(November 2➢20) (b) Buyer may only terminate this Agreement for Buyer's convenience upon written notice be entitled to be represented in the matter by counsel of its choosing at Buyer's sole to Seller and upon payment to Seller of Seller's termination charges,which shall be specified expense. Where such Loss results from the Fault of both Seller and Buyer or a third party, to Buyer and shall take into account among other things expenses(direct and indirect) then Seller's defense and indemnity obligation shall be limited to the proportion of the Loss incurred and commitments already made by Seller,overhead,and an appropriate profit. In that Seller's Fault bears to the total Fault. case of such termination,the licenses granted in Paragraphs 10 and 13 hereof shall (b) Insurance. Seller shall maintain commercial general liability insurance with limits of terminate. $2,000,000 per occurrence and in the aggregate covering claims for bodily injury(including (c) Seller shall have the right to suspend andlor terminate its obligations under this death)and physical property damage arising out of the Products or Services. Seller shall Agreement if payment is not received within 30 days of due date. In the event of the also provide workers'compensation insurance or the like as required by the laws of the bankruptcy or insolvency of Buyer or in the event of any bankruptcy or insolvency proceeding jurisdiction where the Services will be performed,and owned and non-owned auto liability brought by or against Buyer,Seller shall be entitled to terminate any order outstanding at insurance with limits of$1,000,000 combined single knit. Seller will provide a Certificate of any time during the period allowed for filing claims against the estate and shall receive Insurance certifying the existence of such coverages upon request. reimbursement for its cancellation charges. 17. EXPORT CONTROL AND ECONOMIC SANCTIONS COMPLIANCE 13_ INTELLECTUAL PROPERTY;CONFIDENTIALITY (a) Buyer recognizes that any Products and Software that are the subject of this (a) All intellectual property embodied in the Products,Services and Software provided to Agreement and originate in the U.S.remain subject to U.S.export control and economic sanctions laws and regulations even after such Products are exported from the U.S.(if Buyer is the property of Seller,and any intellectual property developed,at least in part,by applicable),and even though such Products and Software have been purchased in and,if Seller under this Agreement is and remains the sole and exclusive property of Seller.Further, applicable,exported from Canada. Buyer certifies that such Products and Software will not Seller shall have the right to collect and use data generated by the Products,Software or be diverted,transshipped,re-exported,or otherwise transferred in contravention of any Services supplied hereunder. applicable export control and economic sanctions laws and regulations,nor will it allow the (b) Buyer acknowledges that the information that Seller submits to Buyer in connection Products or Software to be incorporated into other products or used to make direct products with this Agreement and the performance hereof is Seller's confidential and proprietary thereof that are exported,re-exported,used,or transferred in violation of U.S.export control information. Buyer agrees not to disclose such information to third parties without Seller's and economic sanctions laws and regulations. Buyer further affirms that such Products and prior written consent Seller grants to Buyer a non-exclusive,royalty-free,non-transferrable Software will not be used, directly or indirectly, in any application involving missile license to use Seller's confidential and proprietary information for the purpose of the technology,nuclear proliferation,or chemical and biological weapons proliferation. Without installation,operation,maintenance and repair of the Products that are the subject of this limiting the foregoing,Buyer will not,nor will it allow third parties to,export,re-export,or transfer any Products or Software to any person or entity that is the target of U.S.sanctions Agreement only;provided,however,that Buyer further agrees not to,and not to permit any third party to,analyze,measure the properties of,or otherwise reverse engineer the Products or is in Crimea,Cuba,Iran,North Korea,or Syria,or any other country or territory in violation of U.S.sanctions. or any parts thereof,fabricate the Products or any parts thereof from Seller's drawings or to (b) Buyer shall be responsible for any breach of this provision by it, and its use the drawings other than in connection with this Agreement Buyer will defend and successors and permitted assigns,as well as its parents,affiliates,employees,officers, indemnify Seller from any claim,suit or liability based on personal injury(including death)or directors,partners,members,shareholders,customers,agents,distributors,resellers,or property damage related to any Product or part thereof which is fabricated by a third party vendors("Buyer Parties')and shall indemnify and hold harmless Seller from and against any without Seller's prior written consent and from and against related costs,charges and claim,proceeding,action,fine,loss,cost,damages,and penalties arising out of or relating expenses(including attorneys'fees). All copies of Seller's confidential and proprietary to any non-compliance with U.S.export control and economic sanctions laws and regulations information shall remain Seller's property and may be reclaimed by Seller at any time in the by any Buyer Party. event Buyer is in breach of its obligations under this Paragraph 13,or in case of Buyer's (c) Buyer shall,upon request of Seller,promptly provide all information necessary termination pursuant to Paragraph 12(b). for Seller to ensure compliance with U.S.export control and economic sanctions laws and 14. END USER regulations,including but not limited to information related to end-users,end-uses,and If Buyer is not the end user of the Products sold hereunder(the"End User'),then Buyer will destination countries. use its best efforts to obtain the End User's written consent to be bound to Seller by the 18 SPECIAL CONDITIONS FOR PRESSURE VESSELS provisions hereof. If Buyer does not obtain such End User's consent,Buyer shall defend For installation,repair,or maintenance Services on existing pressure vessels,piping and and indemnify Seller and Seller's agents,employees,subcontractors and suppliers from any equipment,the following shall apply: action,liability,cost,loss,or expense for which Seller would not have been liable or from (a) Unless otherwise agreed and stated in the Agreement,Buyer shall be responsible for which Seller would have been indemnified if Buyer had obtained such End User's consent. (i)physically disconnecting and isolating vessels and equipment being repaired from existing 15. FORCE MAJEURE piping and electrical power before Seller or any of its subcontractors start the Services,and (a) Force Majeure Defined.For the purpose of this Agreement"Force Majeure"will mean take adequate precautions that re-connection and resumption of use does not take place all events,whether or not foreseeable,beyond the reasonable control of either party which until the Services are completed,and(ii)emptying the vessels and piping and freeingthem affect the performance of this Agreement,including,without limitation,acts of God,acts or p pty g P P g from any toxic or harmful substances before the Services begin so that the vessels and advisories of governmental or quasi-governmental authorities,laws or regulations,strikes, piping are safe for Services to begin. Buyer shall maintain the area entirely free of lockouts or other industrial disturbances,acts of public enemy,wars,insurrections,riots, combustible,toxic and asphyxiant substances and provide fire protection service until the epidemics,pandemics,outbreaks of infectious disease or other threats to public health, Services are completed; lightning, earthquakes, fires, storms, severe weather, floods, sabotage, delays in (b) If the Services are on an existing vessel or existing piping,the Buyer is responsible for transportation,rejection of main forgings and castings,lack of available shipping by land, determining the prior condition of the portion of the vessel or piping not involved in the sea or air,lack of dock lighterage or loading or unloading facilities,inability to obtain labor or Services,and its ability to withstand the Services and any tests that may be necessary; materials from usual sources,serious accidents involving the work of suppliers or sub- (c) Buyer shall also be responsible for evaluating the effects of prior use of the vessel or suppliers,thefts and explosions. i in upon structural adequacy,and the suitabilityof the vessel or piping for the service (b) Suspension of Obligations.If either Buyer or Seller is unable to carry out its obligations piping P PP g intended when the Services are completed; under this Agreement due to Force Majeure,other than the obligation to make payments (d) Seller has no obligation to provide any inspections or tests,and Buyer takes full due hereunder,and the party affected promptly notifies the other of such delay,then all responsibility for all necessary inspections and tests,including but not limited to,selection of obligations that are affected by Force Majeure will be suspended or reduced for the period testing personnel,type,location,frequency,and severity of any inspections and tests and of Force Majeure and for such additional time as is required to resume the performance of all test results at any stage of the Services; its obligations,and the delivery schedule will be adjusted to account for the delay. (e) Upon request of Seller,Buyer shall provide Seller with the history of the vessel,a (c) Strikes On-Site.Notwithstanding anything herein to the contrary,in the event a strike, statement of the tests to be performed and a statement of the proposed use of the vessel lockout,blockage,slowdown,labor,union or other industrial disturbance at Buyer's site after completion of the Services,and affects,delays,disrupts or prevents Seller's performance of this Agreement,Seller shall be (f) If repairs are required:(i)Buyer will provide an Authorized Inspector("Al')who will entitled to a change order containing an appropriate adjustment in the Agreement price and determine the scope of the Services to be done;(ii)Seller will provide Buyer with a proposed delivery schedule. Quality Control("QC')package specifying the methods and procedures that Seller will follow 16. INDEMNIFICATION AND INSURANCE in performingthe Services specified bythe Buyer;(iii)the proposed QC package is subject (a) Indemnification. Seller agrees to defend and indemnify Buyer from and against any P P P P c l to approval by the Buyer,and such approval must be provided before Services commence; third-party claim for bodily injury or damage to tangible property("Loss')arising in connection (iv)after approval of the QC package,the Services shall be done in accordance with the QC with the Products or the Services provided by Seller hereunder,but only to the extent such package. At the option of the AI,hold points may be established for inspection during the Loss has been caused by the negligence,willful misconduct or other legal fault("Fault')of course of the Services;and(v)upon completion of the Services,the Al shall inspect the Seller.Buyer shall promptly tender the defense of any such third-party claim to Seller.Seller shall be entitled to control the defense and resolution of such clam,provided that Buyer shall Andrx terns and Condltlons—Sale and,or sewlce(November 21.1) Services and provide a signed acceptance that they have been completed in accordance with the QC package.Such acceptance by the Al shall establish completion of the Services. 19. GENERAL (a) Seller represents that any Products or parts thereof manufactured by Seller will be produced in compliance with all applicable federal,state and local laws applicable to their manufacture and in accordance with Seller's engineering standards.Seller shall not be liable for failure of the Products to comply with any other specifications,standards,laws or regulations. (b) This Agreement shall inure only to the benefit of Buyer and Seller and their respective successors and assigns. Any assignment of this Agreement or any of the rights or obligations hereunder,by either party without the written consent of the other party shall be void. (c) This Agreement contains the entire and only agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings between Buyer and Seller concerning the Products and/or Services and any prior course of dealings or usage of the trade not expressly incorporated herein. (d) This Agreement may be modified,supplemented or amended only by a writing signed by an authorized representative of Seller. Seller's waiver of any breach by Buyer of any terms of this Agreement must also be in writing and any waiver by Seller or failure by Seller to enforce any of the terms and conditions of this Agreement at any time,shall not affect limit or waive Seller's right thereafter to enforce and compel strict compliance with every tern and condition hereof. (e) All terms of this Agreement which by their nature should apply after the cancellation, completion or termination of this Agreement,including,but not limited to,Paragraphs 4,13, 17 and 19,shall survive and remain fully enforceable after any cancellation,completion or termination hereof. (f)(i) If Seller's office is located in the United States,this Agreement and the performance hereof will be governed by and construed according to the laws of the State of Georgia. (ii)If Seller's office is located in Canada,this Agreement and the performance hereof will be governed by and construed according to the laws of the Province of New Brunswick... (g)(i) In the circumstances of f(i)above,any controversy or claim arising out of or relating to this Agreement,or the breach hereof,or to the Products or the Services provided pursuant hereto, shall be definitively settled by arbitration, to the exclusion of courts of law, administered by the American Arbitration Association ("AAA') in accordance with its Construction Industry Arbitration Rules in force at the time this Agreement is signed and to which the parties declare they will adhere(the"AAA Rules'),and judgment on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction over the party against whom enforcement is sought or having jurisdiction over any of such party's assets. The arbitration shall be conducted in Atlanta,Georgia by a panel of three members,one of whom will be appointed by each of Buyer and Seller and the third of whom will be the chairman of the panel and will be appointed bymutual agreement of the two party appointed arbitrators.All arbitrators must be persons who are not employees, agents,or former employees or agents of either party.In the event of failure of the two party appointed arbitrators to agree within 45 days after submission of the dispute to arbitration upon the appointment of the third arbitrator,the third arbitrator will be appointed by the AAA in accordance with the AAA Rules.In the event that either of Buyer or Seller fails to appoint an arbitrator within 30 days after submission of the dispute to arbitration,such arbitrator,as well as the third arbitrator,will be appointed by the AAA in accordance with the AAA Rules. (ii) In the circumstances of f(ii)above,any controversy or claim arising out of or relating to this Agreement,or the breach hereof,or to the Products or the Services provided pursuant hereto, shall be definitively settled under the auspices of the Canadian Commercial Arbitration Centre("CCAC'),by means of arbitration and to the exclusion of courts of law,in accordance with its General Commercial Arbitration Rules in force at the time the Agreement is signed and to which the parties declare they will adhere(the"CCAC Rules"),and judgment on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction over the party against whom enforcement is sought or having jurisdiction over any of such party's assets.The arbitration shall be conducted in Saint John,New Brunswick by a panel of three arbitrators,one of whom will be appointed by each of Buyer and Seller and the third of whom will be the chairman of the arbitral tribunal and will be appointed by mutual agreement of the two party-appointed arbitrators.All arbitrators must be persons who are not employees,agents,or former employees or agents of either party.In the event of failure of the two party-appointed arbitrators to agree within 45 days after submission of the dispute to arbitration upon the appointrnent of the third arbitrator,the third arbitrator will be appointed by the CCAC in accordance with the CCAC Rules.In the event that either of Buyer or Seller fails to appoint an arbitrator within 30 days after submission of the dispute to arbitration,such arbitrator,as well as the third arbitrator,will be appointed by the CCAC in accordance with the CCAC Rules. (h) In the event this Agreement pertains to the sale of any goods outside the United States or Canada,the parties agree that the United Nations Convention for the International Sale of Goods shall not apply to this Agreement. (i)The parties hereto have required that this Agreement be drawn up in English.Les parties aux presentes ont exige que la presente convention soit redigee en anglais. AnOnu Terns and Condltlons—sale an Wor Set,.(November 21.1) October 18,2024 Gina mongardo mosey nsde Sales Manager-NA SEPARATION City of Wichita Falls,TX p:817-419-1790 River Road WWTP Gina.Mongardo@andritz.corn Attn: Mr. Harold Burris Page:1(total 1) 1005 River Road Wichita Falls,TX 76305 USA SUBJECT:SOLE SOURCE SUPPLIER Andritz Separation, Inc. is an original equipment manufacturer(OEM)of the liquid/solid separation equipment and hold the sole rights and ownership to the Andritz-Ruthner, Bird Machine, Netzsch, R&B and Humboldt product lines.We are the sole source for all replacement parts,accessories and service All manufacturing components are based on Andritz's proprietary drawings.Commercial items are based W on Andritz engineered specifications,they hold the highest manufacturing tolerances and we strive to V achieve and maintain the most optimized efficiency in all of our products. tn 0 Andritz Separation, Inc. is the exclusive supplier of these components and we do not operate with local distributor networks.We have multiple facilities throughout North America and regional Sales Engineers available to handle all of your service needs. Please feel free to contact Andritz Separation, Inc.directly or visit our website at www.usa.Andritz.com. Gina Massey ,•••• CY\ 0,CaC)en-,6 ANDRITZ SEPARATION INC Inside Sales Manager—NA SEPARATION ANDRITZ Separation Inc. 1010 Commercial Blvd.South Arlington,Texas 76001 USA Direct Phone:817-419-1790 Direct Fax:817-419-1990 Rina.monRardo@andritz.com www.andritz.com £MRTL ANDRITZ SEPARATION INC/1010 Commeraal Blvd.S_/Arington TX 76001/p +1 817 465 5611/welcome©andntz corn/andnS.nom