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Contract 52930-R3
CSC No. 52930-R3 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 25, 2022 Jay Martin Company Inc. Attn: Deana Martin or Whom It May Concern 3825 Hillwood Way Bedford, TX 76021 Re: Contract Renewal Notice—3rd Renewal Sole Source—OEM WEMCO Pump, Components and Replacement Parts Contract CSC No. 52930 Original Contract Amount: $400,000.00 The above referenced contract with the City of Fort Worth,as renewed,expired September 30, 2022. This letter is to inform you that the City has appropriated funding and is exercising its right to renew the contract in the original contract amount,which will be effective upon execution by the designated Assistant City Manager. All other terms and conditions of the contract remain unchanged. Please verify that the original payment, performance and maintenance bonds remain active or if retired, provide updated bonds when you return this letter (if applicable). Please sign in the space indicated below and return this document, along with a copy of your current insurance certificate, to the undersigned. Please log onto PeopleSoft Purchasing at http://fortworthtexas.gov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, kaa YrerglandShatab a Contract Compliance Specialist (817) 392-8277 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contract Renewal Page 1 of 2 CSC No. ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration ba'aurAA&�4- of this contract,including ensuring all By: Dana Burghdoff( v 30,20 17:44 CST) performance and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager Date: By: Name: Shatabya Bergland APPROVAL RECOMMENDED: Title: Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: Chn, toEhe� By: Christ�rder(Nov 28,202207:10 CST) Name: Chris Harder WI Title: Director,Water Department By: DQlack(Nov 29,202217:41 CST) Name: Douglas. W. Black ATTEST: p4FFORr�aa Title: Sr. Assistant City Attorney ooaoo �dd Al AUTHORIZATION: Tannefife 5- Goodall p°a >EXP54 d M&C. 19-0036 abnnavab By: Jannette S.Goodall(Dec 1,202209:07 CST) Date Approved: 8/13/2019 Name: Jannette S. Goodall Title: City Secretary Form 1295 Certification No.: 2019-501372 CONTRACTOR/VENDOR: By: Jgy Martin Company Inc. Name: Title: Sec-rct�/ J feAsu- rtr Date: — z-i OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contract Renewal Page 2 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT H Create New From This MSC DATE: 8/13/2019 REFERENCE **MSC 19- LOG NAME: 60WEMCO PUMPS -JAY NO.: 0036 MARTIN CO CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. Authorize a Sole Source Purchase Agreement with Jay Martin Company, Inc. for Original Equipment Manufacturer Wemco Pumps, Components and Replacement Parts for the Village Creek Wastewater Treatment Plant in an Annual Amount up to$400,000.00 (ALL COUNCIL DISTRICTS) RECOMMENDATIQN: It is recommended that the City Council authorize a sole source purchase agreement with Jay Martin Company, Inc. for Original Equipment Manufacturer(OEM)Wemco pumps, components and replacement parts for the Village Creek Wastewater Treatment Plant in an annual amount up to $400,000.00. DISCUSSION: 0� The Water Departments Village Creek Wastewater Reclamation Facility currently has numerous Wemco Pumps in service throughout the facility and a Wemco Hydrogritter Dewatering System in service at the plant. This agreement will be used to obtain replacement parts to repair the existing units, and if repairs are not feasible, replace these Original Equipment Manufacturer(OEM) units for which Jay Martin Company, Inc. is the authorized representative in the Fort Worth—Dallas area. Jay Martin is under contract with Weir- Ay-Pumps as the exclusive authorized municipal representative to solicit and obtain orders and contracts in Texas and Oklahoma for our Wemco pump. The pumps are already in our system and they cannot be replaced with any other pump without changing the fittings, pad, and connections. No other sources are available to buy replacement parts or replacement pumps. Water Department Staff has reviewed the prices and considers the pries to be fair and reasonable. MWBE: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the OBD, in accordance with the MWBE or DBE Ordinance, because the MWBE Waiver is based on the sole source information provided to the MWBE Office by the managing department's project manager. The procurement is exempted from competitive bidding requirements because it is a purchase of materials for which Jay Martin Company, Inc. holds exclusive distribution rights in the Fort Worth - Dallas area as authorized by Section 252.022(7)((D)of the Texas Local Government Code. This will be an annual agreement for one year with the option to renew four additional years and can increase the amount up to $50,000.00 if needed without City Council approval. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Water and Sewer Fund. Fund Departrnemt Account ProW Program AcUvlty Budget Reference# Amount ID 1 10 Year Chartl eld 2 7Fujnd Department I Account Project Program Activlty Budget Reference# I Amount ID ID Year Chmrtfim 2 Submitted for City Managers Office by_ Jay Chapa (5804) rigin ing D�gartment Head: Chris Harder(5020) Additional Information Contact: Martin Phillips(8293) ATTACHMENTS 60 WEMGQ PUMPS-JAY MARTIN CO MWBE WAIVER.p f (CFW Intemal) 60WEMCO PUMPS-JAY MARTIN CO Form 1295.pd (CFW Intemal) 60WEMCO PUMPS-JAY MARTIN CO SAM.W (CFW Intemal) JAY MARTIN CO., INCe November 21, 2022 City of Fort Worth Attention: Shatabya Bergland RE: WEMCO PUMPS AND PARTS PRICE INCREASES Contract CSC No. 52930 Attached are the new prices for Wemco pumps and spare parts. Tile prices have increased due to the increase in cost of materials for fabrication along with freight charges due to higher fuel prices. Regards, Deana Martin Secretary/Treasurer �83 HiIIwood Way Bedford, i X 76021 Phone: 817-;71-9494 FORT WORTH VILLAGE CREEK 2022/2023 Contract Delivery Wemco Pumps Unit Price Schedule ARO BARE PUMPS ONLY Model C 3x3 Pump** $16,370 44 weeks Model 3S2 Pump` $10,902 44 weeks Model 4S3 Pump* $16,343 44 weeks Model C 4x4 Pump** $20,670 44 weeks Model C 6x6 (or 8x6) Pump** $33,575 44 weeks Model C 8x8 Pump** $34,954 44 weeks Model VC Slurry 8x6 Pump N/A*** N/A*** Model 6"x12'WPSC CE Scum Pump*** $46,724 44 weeks Model 3"x12' WPSC CE Scum Pump*** $42,343 44 weeks Cast Iron wet end materials. Price subject to change given operating conditions k* Hi-Chrome w/ packing type shaft seal `** Hi-Chrome wet end materials *"'Slurry Pumps are now sold through Warman, instead of WSP. See below contaci into. Warman Contact for Slurry Pump Inquiries: Michael Paschke Pump Product Manager 608-221-5865 Any additional pumps purchased will be at list price -10% discount Prices valid from 10-1-2022 to 9-30-2023 FORT WORTH VILLAGE CREEK 2022-2023 Page 1 OEM Wemco Replacement Parts -for pricing purposes Unit Cost(including Item Part Number Freight) Availability Split Gland 41506A $666.00 LEAD Housing Gland 21430A $1,641.00 TIMES Impeller 52139AR-110 $1,563.00 FOR Impeller 21298F $5,907.00 PARTS Lantern Ring 181206 $156.00 TO Retaining Ring 142010 $10.00 BE Lockscrew 63655-01 $207.00 DETERMINED Impeller 21298E $6,103.00 AT Impeller Kit 72951-K08R/L $417.00/$468.00 TIME Shaft Sleeve 47207B $1,602.00 OF Lower Bearing 100254 $331.00 ORDER Locknut 53551A $649.00 Wear Plate 24071E $2,496.00 Gland 41503A $407.00 Gland Housing 63022-1 $728.00 Bearing Cap 40749A $323.00 Intake Flange 15182F $4,283.00 Gasket 42742A $122.00 Gland Housing 67959-1 $912.00 Packing Gland 41505A $479.00 Lockscrew 46046AR $145.00 Wear Plate (Stud/Nut) 22150ON2607 $16.00/$8.00 Slinger 181163 $17.00 Slinger 145085 $8.00 Slinger 145086 $8.00 Slinger 142048 $8.00 Case Gasket 42741 A $103.00 Case Gasket, Neoprene 42743A $220.00 Wear Plate Grommet 145083 $8.00 Wear Plate Washer 56935B $8.00 Gasket 45862A $9.00 Shim-Red 45862C $8.00 Shim 45862 B $8.00 Shim 45873A $8.00 Gland Housing Grommet 145082 $8.00 Gland Housing Washer 56935A $8.00 Shaft Sleeve, Model C 6" 47607B $778.00 Cone Liner 50708AN $508.00 Sleeve Bearing, Bronze 100299 $61.00 Thrust Bearing 100300 $50.00 Apex Liner 48028GN $1,140.00 Seal 157206 $186.00 Lower Bearing 66245-01 $3,946.00 FORT WORTH VILLAGE CREEK Page 2 OEM Wemco Replacement Parts -for pricing purposes Unit Cost(including Item Part Number Freight) Availability Wearplate Stud/Nut 221005V2637 $16.00/$14.00 LEAD Apex Housing 59636-2 $1,223.00 TIMES O'Ring 142028 $8.00 FOR Gland Housing Gasket 40959A $19.00 PARTS Gland Housing Gasket 80982A $8.00 TO O'Ring 142035 $8.00 BF" Impeller 21172CR $5,743.00 U ERMINED Gland Housing 67959-1 $912.00 A Snap Ring 142004 $11.00 Tip, Stud 221005 $16.00 OF Wearplate 24118C $3,773.00 ORDER Snap Ring 142008 $9.00 Snap Ring 142007 $8.00 Lantern Ring 181315 $190.00 Shim, 7" clear 45859A $11.00 Lantern Ring 181308 $50.00 Wearplate Nut V2637 $13.00 Impeller Mounting Kit 72951-K06-R $329.00 Bearing Cap, Inner(8x8 C) 40952A $726.00 Shaft, 8x8 25427AR $2,603.00 Shaft Sleeve 47207A $1,698.00 Shaft, 6x6 40751AR $1,570.00 Overflow Adapter Flange 47820A $1,994.00 Vortex Finder Gasket 48233A $21.00 Vortex Finder 30464N1 $1,567.00 Cover Plate Liner 47826AN $2,247.00 Gasket 42296A $8.00 Intake Flange 15183C $6,007.00 Shaft Sleeve, 3x3 C 47460C $805.00 Impeller, 3" Model C CW 21315FR $3,082.00 Impeller, 3" Model C CCW 21315FL $3,082.00 Wearplate, 6x6 24021E $2,677.00 Slinger 181163 $19.00 Impeller Key 44397V $9.00 Splash Skirt 48027AN $571.00 Feedbox Cover 61331-1 $527.00 Feedbox Weldment 61328,01 $245.00 Splash Guard 61329-2 $83.00 Y TRILLIUM November 21, 2022 Attention: City of Fort Worth Subject: Letter of Exclusivity Trillium Pumps USA, Inc. is the manufacturer of WEMCO@, Roto-Jet@, and WSPTM proprietary pumping equipment located in Salt Lake City, Utah, and our federal I.D. number is 87-052-9231. Trillium Pumps USA, Inc, is the sole source for WEMCO@ Torque-Flow@ recessed impeller pumps; WEMCO@ Hydrogritter® grit separation systems; WEMCO@ WSFTM Screw-Flow pumps; Weir Specialty Pumps (WSPTM) Chop-Flow chopper pumps,Self-Primer pumps,and Non-Clog pumps;and parts for all the aforementioned pumping equipment. Our product distribution channel is structured on an exclusive geographic basis. For municipal projects in Texas and Oklahoma, our exclusive representative for all products listed in the second paragraph is: Jay Martin Company, Inc. 3825 Hillwood Way Bedford, TX 76021 Phone 817-571-9494 Email: deana(a)-hrmh2o.onmicrosoft.com Please contact the Jay Martin Company, Inc for additional product information or pricing for any of these products Thank you for the opportunity to serve you, and please do not hesitate to contact me if you have any questions. Best regards, Z � MOBILE+1(801)608-8709 EMAIL Ryan.Heath@trilliumflow.com 2949 S Railroad Ave Fresno,CA 93706 trilliumflow.com VALVES - PUMPS - SERVICES 2949 S Railroad Ave www.trllllumflow.com 0:+1.559-442-4000 Fresno,CA 83706 �t Trillium Pumps USA, Inc. ("Seller") qpf TRILLIUM TERMS AND CONDITIONS OF SALE FLOW TECHNOLOGIES- 1. SCOPE.These Terms and Conditions of Sale(these"Terms")apply (a) Change Orders. Cancellation, Suspension, Delay. Buyer or Seller to the sale of goods and ancillary services (collectively, "Goods") by shall be entitled to propose changes in the Goods,subject to agreement Seller to its customer(the"Buyer").These Terms are the only terms and of the Parties.If such change impacts the scope,schedule,price,or other conditions,oral or written,applyingto the sale of Goods to Buyer except material term, then the Parties shall agree to such impacts, in writing for additional terms consistent with these Terms regarding prices, (which may take the form of an email or other communication)("Change quantities, and the description of the Goods as set forth in an order Order"). Seller is entitled to proceed with its performance under the form accepted by Seller("Order").Seller expressly rejects any additions original scope of Goods until such Change Order is mutually agreed in to or modifications of these Terms, or terms and conditions in Buyer's writing, without regard to the impact to the Goods. In the event Buyer purchase Order(s). Buyer's assent to these Terms is conclusively requests or causes a cancellation, suspension, or delay in any of the established by Buyer's:(i) issuance or placement of a purchase Order Goods, Buyer shall pay the Seller all appropriate charges, including but or(ii)acceptance of any of the Goods covered by these Terms.Seller not limited to any cost,expenses,cancellation costs or charges or other and Buyer may be referred to herein collectively as the "Parties" and commitments incurred orto be incurred by Seller up to the date of receipt individually as a"Party." of notice of such cancellation,suspension or delay,plus Seller's overhead and reasonable profit which will be calculated as shown in the table 2. PRICE. Unless expressly provided otherwise in Seller's quotation, below: transportation charges,customs duties,insurance charges, packaging costs,consular fees,and any other similar charges are not included in Percentage of Order value to Last performance milestone achieved the quotation or the sales price.Unless expressly provided otherwise in calculate cancellation by date of notice of cancellation Seller's quotation, Buyer shall be responsible for all taxes (other than charge taxes based on the income of Seller),charges and assessments levied 15% Prior to completion of submittals or imposed by anyforeign governmental entity,or by any local,state,or federal governmental entity of the United States on the sale of the 30% After submission of submittals Goods. In the event Seller is required to pay any such tax, charge, or 60% Release to manufacturing assessment, Buyer agrees to promptly reimburse Seller for said amount. 90% Prior to start of factory testing 3. PAYMENT. Subject to credit approval, Buyer shall pay for the 100% After performance of factory testing Goods in U.S. dollars thirty (30) days net from date of invoice. If, in If shipment is delayed on account of Buyer,the purchase price shall be Seller's solejudgment,the financial condition of Buyer at anytime does due and payable as if delivery had been made.Additionally,all charges not justify an extension of credit, Seller may require full or partial related to storage, disposition, and/or resumption of Goods, at Seller's payment in advance of production or delivery.If requested by Seller, plant or elsewhere, shall be charged to the Buyer, and all risks thereto Buyer shall obtain a bond or irrevocable Letter of Credit to provide shall be assumed by Buyer.In no event shall suspension last longer than guarantees of payment to the Seller. If Buyer fails to timely pay its sixty (60) days. After sixty (60) days, Seller reserves the right to (i) account when due, Seller and its parent, subsidiary, and affiliated terminate the Agreement or (ii) enter into good faith negotiations with companies,may set off against Buyer's,and its parent's,subsidiaries', Buyer to determine any additional costs to extend the suspension.Such and affiliated companies'account balance(s)declare all payments for costs include but are not limited to storage,maintenance,and escalation. completed Goods immediately due and payable,stop all performance with respect to the Goods until payments are brought current,and/or (b) Termination for Default. Either Party may terminate the Agreement require advance payment for future shipments under the applicable and all work upon written notice if:(i)a Party breaches any provision of Order, hold further Orders, charge late payment fees and interest on the Agreement and fails to cure such breach within five (5) days after past due amounts, perfect its interest in the Goods and/or Buyer's being notified thereof; (ii) a Party becomes insolvent or enters into a property by filing the appropriate liens or other documents, and/or voluntaryor involuntarybankruptcy or receivership;or iii a Part makes foreclose any and all applicable liens in an effort to secure payment p y p' ( ) y an assignment for the benefit of creditors or consents to or acquiesces in from Buyer. All past due amounts shall bear interest at the lesser of the appointment of a receiver, liquidator,fiscal agent, or trustee.In the 18%per annum(1.5%per month)or the maximum rate allowed by law event of termination by Seller,in addition to any other remedies of Seller from the date due until paid.The rights and remedies herein reserved provided herein or by law, the Buyer shall remain responsible for all to Seller shall be cumulative and in addition to all other rights and outstanding payments due and, in addition, shall pay the Seller for all remedies available to Seller under applicable law. cost, expenses, and commitments incurred by Seller up to the date of receipt of notice of such termination, plus Seller's overhead and 4. DELIVERY. Unless expressly provided otherwise in Seller's reasonable profit to be calculated per the table above. quotation, the delivery, pricing, and terms of sale for Goods are Incoterms 2010 EXW Seller's place of manufacture.Title to the Goods 6. LIMITED WARRANTY. transfers to Buyer upon Seller's receipt of payment in full.Risk of loss transfers to Buyer upon delivery. Seller's notification of readiness to (a) The Goods by Seller.Subject to the limitations contained herein and ship from the place of manufacture shall constitute deliveryto the Buyer subject to the operation of the Goods in strict compliance with (i) the for all purposes.Seller does not guarantee delivery on or before the operating conditions specified by Buyer when the Order was placed and delivery dates given.Specifically,time shall not be considered of the (ii) Seller's written operating and storage instructions, if any, Seller essence for any Order.In the event that Buyer does not accept delivery warrants Goods of its manufacture to be free from defective workmanship of conforming Goods when tendered,or if shipment is delayed pursuant for a period of(i)(with respect to Goods)one(1)year after the Goods are to Buyer's instructions or for any reason beyond Seller's reasonable first put into operation or eighteen (18) months after the date of control,Buyer agrees that Seller may invoice Buyer and Buyer shall pay shipment,whichever occurs earlier;or(ii)(for field services)the date of for all Goods tendered for delivery and shall pay all costs associated completion.Buyer shall notify Seller of any alleged defect within ten(10) with Buyer's failure to accept conforming Goods, including without days of its discovery.Verification of the alleged defect is required.Buyer limitation, any storage or transportation costs. If Buyer has not paid may choose to have the alleged defect verified at the job or project site, Seller in full prior to any shipment of Goods hereunder,Seller shall be at the Seller's authorized facility,or at Seller's factory.At the job or project named as the loss payee on any insurance policy covering the Goods site: Buyer must verify the defect by providing Seller with satisfactory for the amounts due and owing to Seller. evidence of the defect, including all relevant data and documentation 5. CHANGE ORDERS, CANCELLATION, SUSPENSION, DELAY, needed to make an assessment.If a defect is confirmed,Seller will deliver TERMINATION. replacement parts(or Goods),freight prepaid to the job or project site.At TFT-20(Rev.09.2020) P a g e 11 AOM"k Trillium Pumps USA, Inc. fSeller") %04TRILLIUM ' TERMS AND CONDITIONS OF SALE FLOW Seller's authorized facility/factory: Buyer must return allegedly (b) Any inventions, patents,trademarks, copyrights,design rights and defective parts or Goods for inspection,freight prepaid,to an authorized other intellectual property rights in and to Seller's Confidential service center designated by Seller,or to Seller's factory.If the defect is Information and any other documents or information prepared,furnished confirmed,Seller will deliver repaired or replaced parts or Goods,freight or disclosed by Seller or arising from the execution of the Agreement prepaid,and reimburse the prepaid freight that Buyer paid to deliver ("Seller's Intellectual Property") remain the exclusive property of Seller. the defective parts or Goods. In all instances above, repaired or Seller grants Buyer a revocable, non-exclusive, non-transferrable license replaced parts or Goods and re-performed services shall remain under to use Seller's Intellectual Property to the extent necessary to enable warranty for the unexpired portion of the original warranty period, as Buyer to operate and maintain the Goods. Notwithstanding any other warranty Goods shall not extend the warranty period. If Seller provision to the contrary in the Agreement,no license is granted to Buyer determines that a claim is not,in fact,covered by this warranty,Seller to copy or use any of Seller's Intellectual Property to make or have made shall make available to Buyer its labor,repair,or replacement services spare parts for the Goods.The documentation referred to herein or as at its then-standard rates. In addition to the above,Seller's obligation otherwise related to Seller's Intellectual Property shall not be disclosed to under this warranty is limited to, at Seller's sole option, either: (i)the third parties without Seller's prior written consent. repair or replacement of any Goods that prove to be defective upon inspection or the re-performance of any services found to be defective; 8.LIMITATION OF LIABILITY. or(ii)the issuance of credit to Buyer for that portion of the Goods found (a) NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE to be defective upon inspection.Seller does not warrant the repair or CONTRARY,SELLER SHALL NOT BE RESPONSIBLE OR HELD LIABLE TO replacement of soft goods such as packing or gaskets.Unless otherwise BUYER OR THIRD-PARTY IN CONTRACT,TORT(INCLUDING NEGLIGENCE), agreed, Seller warrants that any replacement part(s) are made to OR WARRANTY, FOR SPECIAL, PUNITIVE, EXEMPLARY, DELAY, specification of the original part(s) and does not take into account INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR ANY changes due to wear, corrosion, or damage done to valve bodies or LOSS OF PROFIT,LOSS OF PRODUCT OR BUSINESS INTERRUPTIONS OR other component parts.Seller's warranty does not cover any cost or OTHER SIMILAR DAMAGES (WHETHER SUCH DAMAGES ARE expense incurred in gaining access to such defective Goods, making CHARACTERIZED AS DIRECT OR INDIRECT), REGARDLESS OF WHETHER Goods available for repair, deinstalling, reinstalling, or packing the SELLER WAS INFORMED OF THE POSSIBILITY OF SUCH,AND HOWEVER Goods, all of which shall be the sole responsibility of the Buyer. Buyer SAME MAY BE CAUSED, INCLUDING THE BREACH OF CONTRACT OR shall cover any cost or expense related to the transportation of the WARRANTY,TORT(INCLUDING SOLE NEGLIGENCE),OR STRICT LIABILITY defective Goods to Seller,as detailed above,subject to reimbursement OF SELLER. for prepaid freight as also set forth above.This warranty does not apply to any Good that has been repaired or altered by any person other than (b) NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE Seller or that has been subjected to misuse or neglect. Further, this CONTRARY, THE MAXIMUM AGGREGATE LIABILITY, IF ANY, OF SELLER warranty does not apply to parts or Goods that have been improperly (WHETHER ARISING IN CONTRACT,TORT,NEGLIGENCE,STRICT LIABILITY, stored, maintained, installed or operated. The above warranty shall BREACH OF WARRANTY,BREACH OF CONTRACT OR OTHERWISE)UNDER constitute Buyer's exclusive remedy with respect to any Goods provided OR IN CONNECTION WITH THE AGREEMENT OR THE PERFORMANCE OF by Seller. WORK SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO ONE HUNDRED PERCENT (100%) OF THE TOTAL PAYMENTS RECEIVED FOR THE (b) BUYER EXPRESSLY WAIVES,AND SELLER EXPRESSLY DISCLAIMS, APPLICABLE ORDER FROM WHICH THE CLAIM ARISES, AND BUYER ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY HEREBY RELEASES SELLER FROM ALL FURTHER LIABILITY, LOSS,COST KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE OF AND EXPENSE IN EXCESS OF SUCH AMOUNT HOWEVER SAME MAY BE MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.ANY CAUSED, INCLUDING THE BREACH OF CONTRACT OR WARRANTY,TORT STATUTORY WARRANTIES THAT ARE INCONSISTENT WITH THE (INCLUDING SOLE NEGLIGENCE),OR STRICT LIABILITY OF SELLER. WARRANTY PROVIDED ABOVE ARE EXPRESSLY DISCLAIMED BYSELLER AND WAIVED BY BUYER.THE REMEDIAL OBLIGATIONS CONTAINED IN 9. FORCE MAJEURE. Neither Party will be liable for any failure to THIS SECTION 6(a)SHALL CONSTITUTE SELLER'S SOLE LIABILITY AND perform its obligations under the Agreement if such performance has BUYER'S EXCLUSIVE REMEDY WITH RESPECT TO THE GOODS AND THE been delayed,interfered with or prevented by an event of Force Majeure. ACTIVITIES INVOLVED IN SELLER'S PERFORMANCE, IRRESPECTIVE OF As used in this Section, "Force Majeure" means any circumstances SELLER'S FAULT,NEGLIGENCE OR LIABILITY WITHOUT FAULT. whatsoever which are not within the reasonable control of the Party affected thereby, including without limitation an act of God, war, (c) Third-Party Products. Buyer acknowledges that the Goods insurrection,riot,strike,lockout,or labor dispute,shortage of materials, purchased by Buyer underthe Agreement may contain,be contained in, pandemic, fire, explosion, flood, government requisition or allocation, incorporated into, attached to, or packaged together with products embargo, boycott, order or act of civil or military authority, legislation, manufactured by a third party ("Third-Party Products"). Third-Party regulation or administrative rules (including without limitation any Products are not covered by the warranty above.For the avoidance of Executive Order issued by the President of the United States), or any doubt,Seller makes no representations or warranties with respect to inability to obtain or maintain any governmental permit or approval.The any Third-Party Products,and Seller's sole liability,and Buyer's exclusive Party who declares Force Majeure will give prompt notice to the other remedy,regarding Third-Party Products is limited to the assignment by Party of such declaration.If the performance of anyobligation(exceptthe Seller,where assignable,of manufacturer's warranties, if any.SELLER obligation to pay amounts due) has been delayed, interfered with, or DOES NOT WARRANT AND EXPRESSLY DISCLAIMS, AND BUYER prevented by an event of Force Majeure,then the Party affected by such WAIVES,ANY WARRANTY OF ANY CHARACTER OR KIND RELATING TO event will take such actions as are reasonably available to remove the THIRD-PARTY PRODUCTS.THE ASSIGNMENT OBLIGATIONS CONTAINED event of Force Majeure or to mitigate the effect of such occurrence.If an IN THIS SECTION 6(b) SHALL CONSTITUTE SELLER'S SOLE LIABILITY event of Force Majeure occurs,the obligations of the Parties under this AND BUYER'S EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY Agreementwill be suspended during,but not longerthan,the continuance PRODUCTS. of the event of Force Majeure.If such event(alone or extended by another event of Force Majeure)continues so that the obligations of the Parties 7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. remain suspended for a period of twenty(20)continuous days and,at the (a) Any and all information, including all drawings, plans, designs, end of such period or at any time thereafter during which such suspension images, specifications and technical data ("Confidential Information") continues uninterrupted, any Party, in the exercise of reasonable prepared, furnished or disclosed by Seller shall be considered judgment, concludes that there is no likelihood that the event of Force confidential and shall not be divulged to any person,except to Buyer's Majeure will be removed in the immediate future, then any Party may authorized representative(s). Seller retains titles to all Confidential terminate this Agreement without further liability to the other Party by Information. TFT-20(Rev.09.2020) P a g e 1 2 A111111101111111h, Trillium Pumps USA, Inc.("Seller") 11tTRILLIUMIES TERMS AND CONDITIONS OF SALE FLOW giving to the other Party five(5) days written notice of its intention to terminate. 12. INSPECTION. Inspections and/or tests to be witnessed by Buyer or its designated representative(s)shall be specified at the time of the Order 10. COMPLIANCE WITH APPLICABLE LAWS.Buyer shall comply with all placement.If no specifications are specified,or if Buyer or its designated laws,regulations,and ordinances applicable to the transaction. Buyer representative(s) does not arrive within the specified time, Seller may shall maintain in effect all the licenses, permissions, authorizations, proceed with tests and/or shipment in accordance with Seller's standard consents, and permits that it needs to carry out its obligations under practices. Should Buyer's inspector fail to arrive within the specified the Agreement. testing time, Seller does not assume costs for repeat testing or for disassembly for inspection purposes. 11.U.S.EXPORT COMPLIANCE. (a) Buyer agrees to comply fully with all applicable laws and 13. DRAWINGS AND PROCEDURES. Buyer shall promptly furnish Seller regulations of the United States pertaining to the export of any all data that has been reviewed by Buyer for full operations conditions, hardware, software, defense service, information, or technical data information, instructions, procedures, and drawings requisite to the provided by, through, or with the cooperation of the Buyer in the execution of the Order requirements. Seller shall furnish Buyer the performance of the Agreement,whether in the United States or abroad. general arrangement or outline drawings only for the equipment,as are The Agreement may involve information or items that are subject to the necessary.These documents shall be furnished in accordance with Order International Traffic in Arms Regulations(ITAR)or Export Administration requirements.Where required,Buyer shall promptly return one(1)set of Regulations (EAR), and that may not be released to Foreign Persons these documents marked with his/her approval. Approval delays can inside or outside the United States without the proper export authority. result in delayed fabrication, extended shipping dates, and increased costs to Buyer.For the avoidance of doubt and notwithstanding any other (b) The ITAR defines a "Foreign Person"as any person who is not a provisions in the Agreement, Seller shall not be required to provide to lawful permanent resident as defined by 8 USC 1101(a)(20), or a Buyer, and no license is granted under the Agreement to use shop or protected individual as defined by 8 USC 1324b(a)(3).Foreign Person manufacturing drawings nor any of Seller's confidential manufacturing is also defined as a corporation, a business, an association, a drawings,designs,in-house standards or know-how nor the confidential partnership,or any other entity that is not incorporated or organized to details of manufacturing practices,processes or operations belonging to do business in the United States and as international organizations, Seller. foreign governments, and any agency or subdivision of foreign governments(e.g.,diplomatic missions). 14. NUCLEAR. If Goods purchased by Buyer are to be installed in a nuclear facility,the terms,and conditions defined in Attachment"N"will (c) Buyer further agrees that it will not export or re-export,directly or supplement the Agreement. indirectly, any hardware, software, defense service, information or technical data provided by,through,or with the cooperation of Seller,to 15. GOVERNING LAW.The Agreement will be governed by and construed any Foreign Person,including persons employed by or associated with, in accordance with the laws of the State where the applicable Seller or under contract with,Buyer or Buyer's lower-tier suppliers without the facility from which the Goods were ordered is located (i.e.,Seller's Deer prior written consent of Seller and without first obtaining any required Park,Texas facility,Seller's Salt Lake City,Utah facility,or Seller's Fresno, export license or other approval. California facility),without giving effect to any choice of law or conflict provision or rule (whether of such State or any other jurisdiction) that (d) Buyer shall comply with the registration requirements of the ITAR would cause the laws of any other jurisdiction to be applied. The at 22 CFR§122.1,as applicable. application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. (e) Buyer represents that neither Buyer nor any parent,subsidiary,or affiliate of Buyer is included on any of the restricted party lists 16. SEVERABILITY. All terms contained herein are severable, and any maintained by the government of the United States. Buyer shall provision of the Agreement held to be invalid,illegal,or unenforceable in promptly notify Seller in writing if Buyer is, or becomes, listed in any any jurisdiction shall,as to such jurisdiction, be ineffective to the extent Restricted or Denied Parties List or if Buyer's export privileges are of such invalidity, illegality, or unenforceability without affecting the otherwise denied, suspended, or revoked in whole or in part by any validity,legality,and enforceability of the remaining provisions hereof or governmental authority. thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. (f) Buyer shall include paragraphs (a) through (f) or equivalent provisions in all lower tier subcontracts for any items that will be 17. ASSIGNMENT.Buyer may not assign the Agreement without the prior included in or delivered as goods to Buyer. written approval of Seller.In the case of assignment,the assigning Party shall not be released from any of its liabilities or obligations arising under (g) Buyer shall indemnify and hold Seller harmless for all claims the Agreement prior to such assignment. demands,damages,costs,fines, penalties, attorneys'fees,and other expenses arising or resulting from Buyer's failure to comply with this 18. ENTIRE AGREEMENT. These Terms, together with the applicable Article 11. Order constitute the entire agreement of the Parties(the"Agreement")as to the subject matter herein and therein and supersedes all prior oral or (h) Buyer shall complete and sign an End User Certificate before written agreements or representations. Buyer acknowledges that it has Buyer receives the product or services. not relied on any representations other than those contained in the Agreement.The Agreement shall not be varied,supplemented,qualified, (i) In accordance with current U.S. government export rules, items or interpreted by any prior course of dealing between the Parties or by any made from Hastelloy C-22 alloy,Hastelloy C-276 alloy,and Inconel 718 usage of trade and may only be amended by a written agreement alloy,forming part of any Order fall into the category of"dual-use"for executed by both Parties. which Seller is required to obtain an export license.If an Order includes a dual-use alloy,the Order will not be considered accepted until the U.S. government has issued an export license. Furthermore, the delivery schedule for any good requiring regulatory approval shall only begin once Seller has obtained such approval.If the U.S.government denies an export license,the Order will be considered to have been terminated as a result of Force Majeure. TFT-20(Rev.09.2020) P a g e 1 3 DATE(MWDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 11-21-2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Debi Krupa NAME: Texas Insurance Group,LLC. Pa/CNNc Ext: (817)510-1757 No): (817)268-3108 P.O.Box 54697 E-MAIL debi@tig.net ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Hurst TX 76054 INSURERA: Ohio Security Ins Comp 24082 INSURED INSURER B: Ohio Casualty Ins Comp 24074 Jay Martin Company Inc INSURER C: Texas Mutual Work Comp Insurance 22945. 3825 Hillwood Way INSURER D: INSURER E: Bedford TX 76021 INSURER F: COVERAGES CERTIFICATE NUMBER. MASTER 2022 REVISION NUMBER: 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. I LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD MM/D EXP Y EFFPOLICY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTE17-_7 CLAIMS-MADE Fx_1 OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 15,000 A BKS57122509 02/18/2022 02/18/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO 2,000,000 JECT LOC PRODUCTS $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Es accident ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED BAS57122509 02/18/2022 02/18/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY /� AUTOS ONLY Per.accident X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB CLAIMS-MADE US057122509 02/18/2022 02/18/2023 AGGREGATE $ 1,000,000 DIED I X1 RETENTION$ 10,000 $ WORKERS COMPENSATION X PER STATUTE ERH AND EMPLOYERS'LIABILITY YIN 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ C OFFICER/MEMBER EXCLUDED? N/A 0001283664 02/27/2022 02/27/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability includes Automatic Additional Insured,Primary&Noncontributory and Waiver when there is a written contract between the person or organization&the named insured based on the terms and conditions per the endorsement and insurance contract. Work Comp Blanket Waiver for any person or organization for whom the named insured has agreed by written contract to furnish this waiver based on the terms and conditions per the endorsement and insurance contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Division 200 Texas Street AUTHORIZED REPRESENTATIVE l i Fort Worth TX 76102-6314 E1 'M1) 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG88100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A- Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- Lo terns; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 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 insur- ance 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. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional a architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: 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: a. Required by the contract or agreement; or b. 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 Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior 'occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior 'occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an 'occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. 'Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 COMMERCIAL GENERAL LIABILITY CG 88 70 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION PROJECT(S) - GENERAL AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by 'occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations . a 2. The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Cov- erage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by 'occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Construction Project General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply. CG 88 70 12 08 Includes copyrighted material of ISO Properties,Inc.,with its permission. Page 1 of 1 Te1'vx,qsMutuai` WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND WC 42 03 04 B EMPLOYERS LIABILITY POLICY Insured copy TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization (X)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas operations 3. Premium: The premium charge for this endorsement shall be 2.00 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Included, see Information Page This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement,effective on 2127/22 at 12:01 a.m.standard time,forms a part of: Policy no. 0001283664 of Texas Mutual Insurance Company effective on 2/27/22 Issued to: JAY MARTIN COMPANY INC This is not a bill Authorized representative NCCI Carrier Code: 29939 2/1/22 PO Box 12058, Austin, TX 78711-2058 1 of 1 texasmutual.com 1 (800)859-5995 1 Fax(800)359-0650 WC 42 03 04 B