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CC Resolution No. 2918 RESOLUTION NO. 2918 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN APPROVING THE PAYMENT OF FIFTY-TWO THOUSAND ONE HUNDRED NINE AND 87/100 DOLLARS ($52,109.87) TO CUMMINS, INC. FOR GENERATOR REPAIR SERVICES AT THE BAYTOWN AREA WATER AUTHORITY FRITZ LANHAM WATER TREATMENT PLANT FOR THE BAYTOWN AREA WATER AUTHORITY, THROUGH THE SOURCEWELL COOPERATIVE PURCHASING CONTRACT; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City Council approve contract before the Baytown Area Water Authority enters into the same; WHEREAS, on May 9, 2024, the Board of Directors of the Baytown Area Water Authority met and approved payment to Cummins, Inc. for generator repair services at the Baytown Area Water Authority Fritz Lanham Water Treatment Plant. The resolution authorizing payment is attached hereto as Exhibit A and incorporated herein for all intents and purposes; and WHEREAS, the City of Baytown desires to approve the same; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN: Section 1: That the City Council of the City of Baytown hereby approves the payment of FIFTY- TWO THOUSAND ONE HUNDRED NINE AND 971100 DOLLARS (S52,109.87) to Cummins, Inc. for generator repair services at the Fritz Lanham Water Treatment Plant, through the Sourcewell Cooperative Purchasing Contract for the Baytown Area Water Treatment Plant, Section 2: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Area Water Authority. INTRODUCED, READ and PASSED by the affirmative vo Board of Dire- rs of the Baytown Area Water Authority this the 9"`day of May, 2024. NDON CAPETILLO, Mayor EST: ANGEL AC SON;.City Clerk- >y a � APPROVED�S T FORM ' SCOTT LE OND, City Attorney UKristin Holni"\Ordinances12024105.09.2024 CC AgendaVesolution.approving HAWA payment.generator repair services.cuu inins inc.kh.doex Payment terms are 30 days from invoice date unless otherwise AMPU Sales and EXHIBIT "A" agreed upon in writing. Remit to: Cummins Southern Plains LLC ;60 Service PO BOX 772642 Detroit,MI 48277-2642 HOUSTON TX BRANCH 7045 North Loop East P. O. BOX 1367 PREVIEW HOUSTON, TX 77028- TO PAY ONLINE LOGON TO (713)679-2220 customerpayment.cummins.cam BILL TO OWNER BAYTOWN AREA WATER AUTHOR BAWA FRITZ LANHAM WTP STEVEFIFE 7425 THOMPSON RD PAGE 1 OF 3 7425 THOMPSON RD BAYTOWN, TX 77521- CHARGE BAYTOWN. TX 77521-1056 JOHNNY BREWER-832 262-0425 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 2411423 22-NOV-2023 QSK50 CM850 MCRS ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 20839 22-NOV-2023 25373236 GEN SET REF.NO, SALESPERSON PARTS DISP. MILEAGE/HOURS PUMP CODE UNIT NO. 388262 B120301898 QUANTITY BACK QUANTITY� PART DESCRIPTION PRODUCT UNITPRICE AMOUNT ORDERED I ORDERED SHIPPED NUMBER CODE OSN/MSNNIN B120301898 YEAR 2012 COMPLAINT LOW COOLANT ALARM,ALOT OF SMOKE OUT OF EXHAUST ESN 25373236 LOC PMA-7425 THOMPSON RD POC JOHNNY B 832-262-0425 CAUSE ROOT CAUSE OF FAILURE -POSS AFTERCOOLER LEAKING COOLANT TRAVEL 1 TECH 1 ROUND TRIP CORRECTION ADMMNNSTRATIVE TIME TECHNICIAN ADMINISTRATIVE TIME-ROAD/FIELD REPAIR JOB SAFETY ASSESSMENT TRAVEL INSITE-USE DURING TROUBLESHOOTING DIAGNOSTICS 11/27/2023 ESN-25373236 TALKED TO JOHNNY ABOUT TIME AND LOCATION.GOT TO LOCATION TALKED TO JOHNNY ABOUT THE UNIT,THEY HAVE BEEN LOOSING COOLANT AND THEY TOP IT OFF,AFTER IT HAPPENS AGAIN THEY HAD THE PM PERFORMED COOLANT HOSES INCLUDED.AFTER PM LOW COOLANT ALARM CAME ON AGAIN AND LOW COOLANT WAS CONFIRMED.NO EXTERNAL COOLANT LEAKS FOUND, ASKED IF THEY WAS ANY SIGNS OF EXTERNAL COOLANT,WAS TOLD NO. STARTED INTERNAL COOLANT LOSS DIAGNOSTICS,REMOVED THE PLUGS FROM THE AFTER COOLERS THE ONES ON THE LEFT SIDE WERE FULL OF COOLANT.BUT I HAD TO MAKE SURE THE COOLANT WASN?T COMING FROM HEADS,HEAD GASKETS LINEAR OR INJECTOR CUPS.AS PER THE DIAGNOSTIC TREE.LOTO,JSA.REMOVED FUEL RAILS, INJECTOR COVERS,VALVE COVERS, Billing Inquiries?Call(877)480-6970 APPENDIX A IS ATTACHED AND INCORPORATED HEREIN.IN APPENDIX A THERE ARE ADDITIONAL CONTRACT TERMS AND CONDITIONS,INCLUDING LIMITATION ON WARRANTIES AND LIABILITIES WHICH ARE EXPRESSIVELY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLDGES HAVE BEEN READ,FULLY UNDERSTOOD AND ACCEPTED. AUTHORIZED BY(print name) SIGNATURE — DATE TERMS AND CONDITIONS These Terms and Conditions,together with the estimate/quote fire'Quote')and/or invoice('Invoice")attached to these Terms and Conditions,are hereinafter collectively referred to as lhis'AgreemenP and shall constitute the acres agreement between the customer('Customer)Identified on the Quote and/or Invoice and Cummins Southern Plains LLC('Cummins')unless a previous written agreemenlwith respell to the Goods and/or Services(as hereinafter defined)has been entered between the parties,in which event.such previous wnden agreement shall prevail.In the event of any inconsistency between this Agreement and any purchase order,terms and conditions or other document produced or delivered by Customer,the terms and conditons of this Agreement shall prevail. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES, Cummins shall supply parts)and/or comporerit(s)and/or originals)and/or generator sells)("Goods")and/or perform the maintenance and/or repair ('Services')on the equipment identified in the Quote and/or Invoice('Equipme l if applicable,in accordance with the specifications in the Quote andlor Invoice.No additional services or goods are included in this Agreement unless agreed upon by the parties in writing,or otherwise,as applicable. 2.CUSTOMER OBLIGATIONS. If necessary,Customer shall provide Cummins safe and free access to Customers site and arrange for all related services and utilities necessary for Cummins to safety and freely perform the Services.During the performance of the Services,Customer shall fully and completely secure all or any pad of any facility where the Equipment Is located to remove and mitigate any and all safety issues and risks.including but not limited to injury to facility occupants.customers,invitees.or any third party andlor property damage or ware interruption arising out of the Services. If applicable, Customer shall make all necessary arrangements to address and mitigate the consequences of any electrical service interception which might occur during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the owners manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties In writing and subject to credit approval by Cummins,payments are due thirty(30)days from the date of Invoice. If Customer does not have approved credit with Cummins,as solely determined by Cummins.payments are due in advance or at the time of supply of the Goods and/or Services. If payment is not received when due,in addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent(18%)interest annually on late payments,or the maximum amount allowed by law. Customer agrees to pay all Cummins'costs and expenses(including all reasonable attorneys'fees)related to Cummins'enforcement and collection of unpaid invoices,or any other enforcement of this Agreement by Cummins. 4.TAXES;EXEMPTIONS.The Invoice includes all applicable local,stale,or federal sales and/or use or similar taxes which Cummins is required by applicable laws to collect from Customer under this Agreement. Customer must provide a valid tax exemplion certificate or direct payment cedificale prior to shipment of the Goods or performance of the Services,or such taxes will be included In the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS,Unless otherwise agreed In writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to the that destination. If agreed,any charges for third party freight are subject to adjustment to reflect any change in price at time of shipment. Unless otherwise agreed to,packaging method,shipping appea nls and manner,route and carrier and delivery shall be as Cummins deems appropriate. All shipments are made within normal business hours,Monday through Friday. Unless otherwise agreed in writing by the parties,title and risk of loss for any Goods sold under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight carrier or to Customer at pickup at Cummins'facility. 6.DELAYS.Any delivery,shipping,installation,or performance dates indicated in this Agreement are estimated and not guaranteed. Further,delivery time is subject to confirmation at time of order. Cummins shall not be liable to Customer or any third party for any loss,damage,or expense suffered by Customer or third party due to any delay in QBiTirl shipping,installation,or performance,however occasioned. including any delays in performance that result directly or indirectly from acts of Customer or causes beyond Cummins'control,including but not limited to ads of Gad,accidents,fire,explosions.good,unusual weather conditions,ads of government authority,or labor disputes. 7.LIMITED WARRANTIES. a.New Goods: New Gootls purchased of supplied under this Agreement are governed by the express written manufacturers'warranty. No other warranty for Goods supplied under this Agreement is provided under this Agreement, b.Cummins Exchange Components,Other Exchange Components,and Recon: Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers'exchange components or Faced Components which are sold by Cummins. In the event of defects in such items,only manufacturers'warranties will apply. c.HHP Exchange Engine: HHP Exchange Engines remanufactured by Cummins under this Agreement are govemad by the express Cummins'written warranty.No olherwaranly for HHP exchange Engines supplied under this Agreement is provided under this Agreement. d.General Service Work: All Services shall be free from defects In workmanship p)for power generation equipment(including engines In such equipment),for a period of ninety(90)days after completion of Services or 500 hours of operation.whichever occurs first:or III)for engines,for a period of ninety(90)days after completion of Services.25,000 miles or 900 hours of operation,whichever occurs first. In the even)of a warantabk defect In workmanship of Services supplied under this Agreement('Warrantable Defect'),Cummins'obligation shall be solely limited to correcting the Warrantable Defect.Cummins shall compact the Warrantable Defect where(1)such Warrantable Defect becomes apparent to Customer during the warranty added;fit)Cummins receives written notice of the Warantabla Defect within thirty(30) days bellowing discovery by Customer,and(iii)Cummins has determined that there is a Warrantable Defect. Warrantable Defects remedied under this provision shall be subject to the remaining warranty period of the original wananly of the Services. New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty period still available from the original warranty of such Goods. e.Used Goods: Used Goods are sold'as is,where is'unless exception is made in writing between Cummins and Customer. Customer agrees to inspect all used Goods before completing the purchase. L THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS.WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION.ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customer shall indemnify,defend and hold harmless Cummins from and against any and all claims,actions,casts,expenses,damages and liabilities,including reasonable attorneys fees,brought against or incurred by Cummins related to or arising out of this Agreement or the Services andlor Goods supplied under this Agreement(collectively,the'Claims"),where such Claims were caused or contributed,in whole or in part,by The acts,omissions,fault or negligence of the Customer.Customer shall present any Claims covered by this indemnity,including any tenders for defense and indemnity by Cummins to its insurance carrier unless Cummins directs that the defense will be handled by Cummins'legal counsel at Customers expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS OFFICERS.DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE,LOSS OF DATA,LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL,ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY)IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS'LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT,CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY IN SECTION 71S DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Indiana without giving effect to any choice or conflict of law prevision.The parties agree that the court of the State of Indiana shall have exclusive jurisdiction to settle any dispute or claim arising in connection with this Agreement. 11.ASSIGNMENT. This Agreement is binding on the parties and their successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'odor written consent. Cummins may charge Customer a cancellation charge in accordance with current Cummins policy which is available upon request,In addition to the actual,noo-recoverable costs incurred by Cummins. 13.REFUNDS/CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins. Cummins may,at its sole discretion,agree to accept Goods for return and provide credit where Goods are in new and saleable condition and presented with a copy of the original invoice. Credits for returns will be subject to up to a 15%handling/restocking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY. Any intellectual property rights created by either party,whether Independently or jointly,in the course of the performance of this Agreement or otherwise related to Cummins pre-existing intellectual property or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign.all right,tilde,and interest to such intellectual properly to Cummins.Any Cummins preexisting intellectual property shall remain Cummins'property. Nothing in this Agreement shall be deemed to have given Customers licence or any other rights to use any of the intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customer shall comply with all laws applicable to its activities under this Agreement,including without limitation,any and all applicable national,provincial,and local export, an&bdbery,environmental,health,and safety laws and regulators in effect.Customer acknowledges that the Gootls,and any related lechnology that are sold or otherwise provided hereunder may be subject to export and other trade controls restricting the sale,export,re-export and/or transfer,directly or indirectly,of such Goods or technology to certain countries or paNes,including,but not limited to,licensing requirements under applicable laws and regulations of the United States,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws,miss,and regulations. Any other provision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-border movement of goods or technology,and all related orders in effect from time to time,and equivalent measures.Customer shall accept Nil responsibility for any and all civil or criminal liabilities and costs arising tram any breaches of those laws and regulations and will defend, indemnify,and hold Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities,judgments,posts,fees,and expenses incurred by Cummins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information received from the other that Is not generally known to the public and at the time of disclosure,would reasonably be understood by the receiving party to be proprietary or confidential,whether disclosed in oral,written,visual,electronic,or other forth,and which the receiving party(or agents)teams in confidence with this Agreement including, but not limited to:(a)business plans,strategies,sales,projects and analyses;(b)financial information,pricing,and fee structures:(c)business processes.methods.and models:(d)employee and supplier informal(a)specifications:and 10 the terms and conditions of this Agreement.Each party shall take necessary steps to ensure compliance with this provision by its employees and agents, 17.MISCELLANEOUS.All notices under this Agreement shall be in writing and be delivered personally,mailed via first class dangled or registered mail,or sent by a nationally recognized express courier service to the addresses set forth in the Quote andlor Invoice. No amendment of this Agreement shall be valid unless it is writing and signed by the parties hereto.Failure of either party to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any time thereafter or the enforceability of the Agreement generally,nor shall the waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.Any prevision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement.Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase of the Gootls and/tar Services pursuant to these terms and conditions. Acceptance of this Agreement Is expressly conditioned on Customer's assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreement. 18.All parts will be invoiced at the time of shipment. Pricing of parts will be determined at the time of shipment and will be either the price at order placement or the price at shipment,whichever is greater 19.Cummins Sales 8 Service North America reserves the night to adjust pricing on parts 8 services as and when deemed necessary Payment terms are 30 days from invoice date unless otherwise Sales and agreed upon t writing. C o: Cummins Southern Plainss LL LLC Service PO BOX 772642 rMe Detroit,MI 48277-2642 HOUSTON TX BRANCH 0 0 7045 North Loop East P. O. BOX 1367 PREVIEW HOUSTON, TX 77028- TO PAY ONLINE LOGON TO (713)679-2220 customs pa yment.cummins.com BILL TO OWNER BAYTOWN AREA WATER AUTHOR BAWA FRITZ LANHAM WTP STEVEFIFE 7425 THOMPSON RD _ PAGE 2 OF 3 7425 THOMPSON RD BAYTOWN, TX 77521- **•CHARGE•" BAYTOWN,TX 77521-1056 JOHNNY BREWER-832 262-0425 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 2411423 22-NOV-2023 QSK50 CM850 MCRS ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 20839 22-NOV-2023 25373236 GEN SET REF.NO. SALESPERSON PARTS DISP. MILEAGE/HOURS PUMP CODE UNIT NO. 388262 B120301898 QUANTITY BACK QUANTITY� PART DESCRIPTION PRODUCT UNIT PRICE AMOUNT ORDERED I ORDERED SHIPPED NUMBER CODE OSNIMSNNIN B120301898 YEAR 2012 INJECTORS,AND ROCKER LEVERS,PRESSURES UP COOLING SYSTEM AND INSPECTED ALL LEFT SIDE CYLINDERS,INJECTOR CUPS,HEADS AND HEAD GASKETS, NO ISSUES FOUND OTHER THAN LEFT SIDE REAR QUADRANT AFTER COOLER HOUSING KEPT LEAKING THROWOUT THE TEST. REAR LEFT AFTER COOLER HAD TO BE REPLACED AND FRONT LEFT AFTER COOLER HAD TO BE INSPECTED AND TEST TO BE SURE IT?S NOT LEAKING.ALL INJECTOR SEALING WASHER AND ORINGS HAVE TO BE REPLACED.WILL SEND QUOTE AND ATTACHE ANOTHER TECH TO HELP WITH THE AFTER COOLER REMOVALS COVERAGE CUSTOMER BILLABLE REMARK PH2O1 RQ294 11122 JOHNNY BREWER APPROVED$2,176.61 WITH PO:2411423 TAX EXEMPT NUMBERS PARTS: 0.00 PARTS COVERAGE CREDIT: 0.000R TOTAL PARTS: 0.00 SURCHARGE TOTAL: 0.00 LABOR: 2,291.93 LABOR COVERAGE CREDIT: 0.000R TOTAL LABOR: 2,291.93 TRAVEL: 257.52 TRAVEL COVERAGE CREDIT: 0.000R TOTAL TRAVEL: 257.52 MISC.: - 372.84 MISC,COVERAGE CREDIT: 0.000R TOTAL MISC.: 372.84 DISCOUNT LABOR-BRANCH - 515.04 Billing Inquiries?Call(877)480-6970 APPENDIX A IS ATTACHED AND INCORPORATED HEREIN. IN APPENDIX A THERE ARE ADDITIONAL CONTRACT TERMS AND CONDITIONS, INCLUDING LIMITATION ON WARRANTIES AND LIABILITIES WHICH ARE EXPRESSIVELY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLDGES HAVE BEEN READ, FULLY UNDERSTOOD AND ACCEPTED. AUTHORIZED BY(print name) SIGNATURE DATE TERMS AND CONDITIONS These Terms and Conditions,together with the estimate/quote(the'Quote')and/or invoice('Invoice")attached to these Terms and Conditions,are hereinafter collectively referred to as this'Agreement"and shall constitute the entire agreement between the customer('Customer)Identified on the Quote and/or Invoice and Cummins Southern Plains LLC('Cummins')unless a previous wrided agreement with respect to the Goods and/or Services(as hereinafter defined)has been entered between the parties,in which event.such previous written agreement shall prevail.In me event of any inconsistency between this Agreement and any purchase order,terms and conditions or other document produced or delivered by Customer.the terms and conditions of this Agreement shall prevail. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES. Cummins shall supply pants)and/or componengs)and/or originals)and/or generator setts)('Goods)and/or perform me maintenance and/or repair ('Services')on the equipment identified in the Quote anchor Invoice('Equipment'),if applicable,in accordance with the specifications in the Quote and/or Invoice.No additional services or goods are included in INs Agreement unless agreed upon by the parties in writing.Or otherwise.as applicable. 2.CUSTOMER OBLIGATIONS. If necessary,Customer shall provide Cummins safe and free access to Customers site and arrange for all related services and utilities necessary for Cummins to safely and freely perform the Services,During the performance of the Services,Customer shall fully and completely secure all or any part of any facility where the Equipment is located to remove and mitigate any and all safety issues and risks,including but not limited to injury to facility occupants,customers,invitees,or any third party and/or property damage or work interruption ansing out of the Services. If applicable. Customer shall make all necessary arrangements to address and mitigate the consequences of any electrical service interruption which might occur during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the owners manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties In writing and subject to credit approval by Cummins,payments are due thirty(30)days from me date of Invoice. If Customerdoes not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods anchor Services. If payment is not received when due,in addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent(18%)interest annually on late payments,or the maximum amount allowed by law. Customer agrees to pay all Cummins'costs and expenses(including all reasonable attorneys'fees)related to Cummins'enforcement and reported of unpaid invoices,or any other enforcement of this Agreement by Cummins. 4.TAXES.EXEMPTIONS.The Invoice includes all applicable local,state,or federal sales and/or use or similar taxes which Cummins is required by applicable laws to collect from Customer under this Agreement. Customer must provide a valid tax exemption certificate or direct payment certificate prior to shipment of the Goods or performance of the Services,or such taxes will be included in the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS.Unless otherv+iss agreed In writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to the first destination. If agreed,any charges for mirtl party freight are subject to adjustment to hall any change in price at time of shipment Unless otherwise agreed ta,packaging method shipping documents and manner,mule and canner and delivery shall be as Cummins deems appropriate. All shipments are made within normal business hours,Monday through Friday. Unless otherwise agreed in writing by the parties,title and risk of loss for any Goods add under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight carrier or to Customer at pickup at Cummins'facility. 6.DELAYS.Any delivery,shipping,installation,or pedormance dates indicated in this Agreement are estimated and not guaranteed. Further,delivery time is subject to confirmation at time of order. Cummins shall not be liable to Customer or any third party for any loss.damage,or expense suffered by Customer or him part'due t0 any delay in delivery,shipping,installation,or performance,however occasioned Including any delays In performance that result directly or Indiredty from acts of Customer or causes beyond Cummins'control,Including but not limited to acts of God,accidents,fire,explosions.good unusual weather conditions,acts of government authority,or labor disputes. 7.LIMITED WARRANTIES. a.New Goods: New Goods purchased or supplied under this Agreement are governed by the express written manufacturers'warranty. No other womanly for Goods supplied under this Agreement is provided under this Agreement. b.Cummins Exchange Components,Other Exchange Components,and Recon: Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers exchange components or Recon Components which are sold by Cummins. In the event of defects in such Items,only manufacturers'warranties will apply. c.HHP Exchange Engine: HHP Exchange Engines remanufactured by Cummins under this Agreement are governed by the express Cummins'written warranty.No other warranty for HHP exchange Engines supplied under this Agreement is provided under this Agreement. d.General Service Work: All Services shall be free from defects In workmanship(i)for power generation equipment(including engines In such equipment),for a period of ninety(90)days after completion Of Services or 500 hours of Operation,whichever occurs first;or(if)for engines,for a period Of ninety(90)days after completion of Services,25.000 miles or goo Incurs Of operation,whichever occurs first. In the event of a warrantable defect In workmanship of Services supplied under this Agreement('Warrantable Defei Cummins'obligation shall be solely limited to exampling the Warrantable Defect.Cummins shall correct the Warrantable Defect whom(i)such Warrantable Defect becomes apparent to Customer during the warranty period;(it)Cummins receives written notice of the Warrantable Defect within thirty(30) days fallowing discovery by Customer,and(ill)Cummins has determined that mere is a Warrantable Defect. Warrantable Defects remedied under this provision shall be subject to the remaining warranty period of the original warranty of the Services. New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty period still available from the engine[warranty of such Goods. e.Used Goods: Used Goods are sold'as is,where is'unless exception is made in waling between Cummins and Customer. Customer agrees to inspect all used Goods before completing the purchase. L THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT,EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS.WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customer shall indemnify,defend and hold harmless Cummins from and against any and all claims,actions,costs,expenses,damages and liabilities,including reasonable attorneys' fees,brought against or incurred by Cummins related to or arising out of this Agreement or the Services and/or Goods supplied under this Agreement(collectively,the'Claims),where such Claims were caused or contributed in whole or in part,by the acts,omissions,fault Or negligence of the Customer.Customer shall present any Claims covered by this indamoity,including any lenders for defense and indemnity by Cummins to its insurance center unless Cummins directs that the defense will be handled by Cummins'legal counsel at Customers expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS.ITS OFFICERS.DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE,LOSS OF DATA,LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL,ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY)IN ANYWAY RELATED TO OR ARISING FROM CUMMINS'SUPPIv F GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS'LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT,CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY IN SECTION 7 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of me Slate of Indiana without giving effect to any choice or conflict of law provision.The parties agree that the court of the State of Indiana shall have exclusive jurisdiction to settle any dispute Or claim arising in connection with this Agreement. 11.ASSIGNMENT. This Agreement is binding on the parties and Moir successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'prior written consent. Cummins may charge Customer a cancellation charge in accordance with current Cummins policy which is available upon request,in addition to the actual non-recoverable costs incurred by Cummins. 13.REFUNDS/CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins. Cummins may.at its sole disdained,agree to accept Goods for return and provide credit where Goods are in new and saleable condition and presented with a copy Of the original invoice. Credits for returns will be subject to up to a 15%handling/restocking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY. Any intellectual property rights created by either party,whether Independently or jointly,in the course of the performance of this Agreement Or otherwise related to Cummins pre-existing intellectual property or subject matter rotated thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all eight,gge,and interest to so&intellectual property to Cummins.Any Cummins preexisting intellectual property shall remain Cummins'properly. Nothing in this Agreement shall be deemed to have given Customer a licence orany Other rights to use any of the intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customer shall comply with all laws applicable to Its activities under this Agreement including without limitation,any and all applicable national,provincial,and local export. anti-bribery,environmental,health,and safety laws and regulations in effect.Customer acknowledges that coo Goods,and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls marketing the sale,export,reexport antllor transfer,directly or Indirectly,Of such Goods or technology to certain countries or parties,inclutling,but not limited to,licensing requirements under applicable laws and regulations of the United Slates,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws,rules,and regulations. Any other prevision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-0order movement Of goods or technology,and all related orders in effect from time to time,and equivalent measures.Customer shall accept full responsibility for any and all civil or criminal liabilities and costs arising from any breaches of those laws and regulations and will defend. indemnify,and hob Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities,judgments,costs,fees,and expenses incurred by Cummins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information received from the other that Is not generally known to the public and at the time of disclosure,would reasonably be understood by the receiving party to be proprietary or confidential,whether disclosed in oral,written,visual,electronic,or other form,and which the receiving party(or agents)learns in connection with this Agreement including, but not limited to:(a)business plans,strategies,sales,projects and analyses;(b)financial information,pricing,and fee structures:(c)business processes,methods,and models;(d)employee and supplier information:(e)specificetlans;and(9 the terms and conditions of this Agreement.Each party shall take necessary steps to ensure compliance with this prevision by Its employees and agents. 17.MISCELLANEOUS.All notices under this Agreement shall be in writing and be delivered personally,mailed via that class codified or registered mall,or sent by a nationally recognized express couder service to the addresses at forth In the Quote antllor Invoice. No amendment of this Agreement shall be valid unless it is writing and signed by me parties hereto.Failure of either party to require performance by the other party of any provision hereof shall in no way affect the tight to require such performance at any time thereafter or the enforceability of me Agreement generally,nor shall me waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement,Customer acknowledges that the provisions were frosty negotiated and bargained for and Customer has agreed to purchase of the Goods and/or Services pursuant to these terms and conditions. Acceptance of this Agreement is expressly conditioned on Customers assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement,understanding,or promise made by the Other except as expressly set out in this Agreement. — 18.All parts will ba invoiced at the time of shipment. Pricing of parts will be determined at the time of shipment and will be either the price at order placement or the pdco at shipment,whichever is greater 19.Cummins Sales&Service North America reserves me night to adjust pricing on parts&services as and when deemed necessary Payment terms are 30 days from invoice date unless otherwise Sales and agreed upon t writing. C o: Cummins Southern Plainss LL LLC Service PO BOX 772642 rMe Detroit,MI 48277-2642 HOUSTON TX BRANCH 7045 North Loop East P. O. BOX 1367 PREVIEW HOUSTON, TX 77028- TO PAY ONLINE LOGON TO (713)679-2220 customerpayment.cummins.com BILL TO OWNER BAYTOWN AREA WATER AUTHOR BAWA FRITZ LANHAM WTP STEVEFIFE 7425 THOMPSON RD PAGE 3 OF 3 7425 THOMPSON RD BAYTOWN, TX 77521- CHARGE*** BAYTOWN, TX 77521-1056 JOHNNY BREWER -832 262-0425 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 2411423 22-NOV-2023 QSK50 CM850 MCRS ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. GIRL NO. EQUIPMENT MODEL 20839 22-NOV-2023 25373236 GEN SET REF.NO. SALESPERSON PARTS DISP. MILEAGEIHOURS PUMP CODE UNIT NO. 388262 B120301898 QUANTITY BACK QUANTITY� PART DESCRIPTION PRODUCT UNIT PRICE ALIOUNT ORDERED I ORDERED SHIPPED NUMBER CODE OSNIMSNIVIN B120301898 YEAR 2012 ROAD MILEAGE 142.20 LOCAL 0.00 Billing Inquiries?Call(877)480-6970 APPENDIX A IS ATTACHED AND INCORPORATED HEREIN. IN APPENDIX A THERE ARE ADDITIONAL CONTRACT TERMS AND CONDITIONS,INCLUDING LIMITATION ON SUB TOTAL: 2,176.61 WARRANTIES AND LIABILITIES WHICH ARE EXPRESSIVELY INCORPORATED HEREIN AND TOTAL TAX: 0.00 WHICH PURCHASER ACKNOWLDGES HAVE BEEN READ,FULLY UNDERSTOOD AND ACCEPTED. TOTAL AMOUNT: US$ 2,176.61 AUTHORIZED BY(print name) SIGNATURE DATE TERMS AND CONDITIONS These Terms and Conditions,together with the estimate/quote(the"Quote")and/or invoice('Invoice')attached to these Terms and Conditions.are hereinafter collectively referred to as this'Agreement"and shall constitute the entire agreement between the customer("Customer")identified on the Quote and/or Invoice and Cummins Southern Plains LLC("Cummins')unless a previous wri en agreementwilh respect to me Goods and/or Services(as hereinafter defined)has been entered between the parties,in which event,such previous written agreement shall prevail.In the event of any inconsistency between this Agreement and any purchase order,terms and conditions or other document produced or delivered by Customer,me terms and conditions of this Agreement shall prevail. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES. Cummins shall supply parts)and/or componenl(s)andlor originals)and/or generator sells)('Goods')and/or perform the maintenance andlor repair ('Services')on the equipment identified in the Quote and/or Invoice('Equipment'),if applicable,in accordance with the specifications in the Quote and/or Invoice.No additional services or goods are included in this Agreement unless agreed upon by me parties in writing,or otherwise,as applicable. 2.CUSTOMER OBLIGATIONS. If necessary,Customer shall provide Cummins safe and free access to Customers site and arrange for all related services and utilities necessary for Cummins to safely and freely perform the Services.During the part onnaadd of the Services,Customer shall fully and completely secure all or any pad of any facility where the Equipment is located to remove and mitigate any and all safety issues and risks,including but not limited to injury to facility occupants,customers,invitees,or any third party andlor property damage or work interruption arising out of the Services. If applicable, Customer shall make all necessary arrangements to address and mitigate the consequences of any elecareal service interruption which might occur during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the owners manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties In writing and subject to credit approval by Cummins,payments are due thirty(30)days from the date of Invoice. If Customer does not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods and/or Services. If payment is not received when due,in addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent(18%)interest annually an late payments,or the maximum amount allowed by law. Customer agrees to pay all Cummins'costs and expenses(including all reasonable attorneys'fees)related to Cummins'enforcement and collection of unpaid invoices,or any otherenforcementof Nis Agreement by Cummins. 4.TAXES;EXEMPTIONS.The Invoice includes all applicable local,state,or federal sales and/or use or similar lazes which Cummins is require&by applicable laws to collect from Customer under Nis Agreement. Customer must provide a valid tax exemption certificate or direct payment certificate prior to shipment of the Goods or performance of the Services,or such taxes will be included in the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS.Unless otherwise agreed in writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to me first destination. If agreed.any charges for third party freight are subject to adjustment to reflect any change in price at time of shipment. Unless otherwise agreed to,packaging method,shipping documents and manner,mute and carrier and delivery shall be as Cummins deems appropriate. All shipments are made within normal business hours,Monday through Friday. Unless otherwise agreed in writing by the parties,title and risk of loss for any Goods sold under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight carrier or to Customer at pickup at Cummins'facility. 6.DELAYS.Any delivery,shipping,installation,or performance dates indicated in this Agreement are estimated and not guaranteed. Former,delivery time is subject to confirmation st time planes, Cummins shall not be liable to Customer or any third party for any loss,damage,or expense suffered by Customer or third party due to any delay in delivery,shipping,installation.or performance,however occasioned, including any delays in performance that result directly or indirectly tram ads of Customer or causes beyond Cummins'control,including but not limited to acts of God,accidents,fire,explosions,flood,unusual weather conditions,acts of government authority,or labor disputes. 7.LIMITED WARRANTIES. a.New Goods: New Goods purchased or supplied under this Agreement are governed by the express written manufacturers'warranty. No other warranty for Goods supplied under this Agreement is provided under his Agreement. to Cummins Exchange Components,Other Exchange Components,and Record Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers'exchange components or Recon Components which are sold by Cummins. In the event of defects in such items,only manufacturers'warranties will apply. c.HHP Exchange Engine: HHP Exchange Engines remanufactured by Cummins under this Agreement are governed by the express Cummins'written warranty.No other warranty for HHP exchange Engines supplied under his Agreement is provided under this Agreement. d.General Service Work: All Services shall be free from defects in workmanship(i)for power generation equipment(including engines in such equipment),fora period of ninety(90)days after completion of Services or 500 hours of operation,whichever occurs first;or(ii)for engines,for a period of ninety(90)days after completion of Services,25,000 miles or 900 hours of operation,whichever occurs first. In the event of a warrantable defect in workmanship of Services supplied under this Agreement("Warrantable DefecP),Cummini obligation shall be solely limited to correcting the Warrantable Defect.Cummins shall correct the Warrantable Defect where(i)such Warrantable Defect becomes apparent to Customer during the warranty period,(it)Cummins receives written notice of the Warrantable Defect within thirty(30) days following discovery by Customer;and(in)Cummins has determined that there is a Warrantable Defect. Warrantable Defects remedied under this provision shall be subject to the remaining warranty period of he original warrantyofthe Services. New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty period still available from the original warranty of such Goods. e.Used Gootls: Used Goods are sold"as is,where is'unless exception is made in whoop between Cummins and Customer. Customer agrees to inspect all used Goods before completing the purchase. L THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT ASSET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BYLAW.CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customer shall indemnity,defend and hold harmless Cummins from and against any and all claims,actions,casts,expenses,damages and liabilities,including reasonable attorneys' fees,brought against or incurred by Cummins related to or arising out of this Agreement or the Services antllor Goods supplied under this Agreement(collectively,the'Clainni where such Claims were caused or contributed,in whole or in part,by the acts,omissions,fault or negligence of the Customer.Customer shall present any Claims covered by this indemnity,including any tenders for defense and indemnity by Cummins to its insurance canner unless Cummins directs that the defense will be handled by Cummins'legal counsel at Customers expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS-OFFICERS,DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION DOWNTIME. LOSS OF PROFIT OR REVENUE,LOSS OF DATA,LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL,ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY)IN ANY WAY RELATED TO OR ARISING FROM CUMMINS SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS'LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT,CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY IN SECTION 7 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in accordance wild the laws of the State of Indiana without giving effect to any choice or conflict of law provision.The parties agree that the court of the State of Indiana shall have exclusive jurisdiction to settle any dispute or claim arising in connection with this Agreement. 11.ASSIGNMENT. This Agreement is binding on the parties and heir successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION.Orders placed with and accepted by Cummins may not be conceited except with Cummins'prior written consent. Cummins may charge Customer a cancellation charge in accodance with current Cummins policy which is available upon request,in addition to the actual,non-recoverable costs incurred by Cummins. 13.REFUNDS/CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins. Cummins may,at its sole discretion,agree to accept Goads for return and provide credit where Goads are in new and saleable condition and presented with a copy of the original invoice. Credits for returns will be subject to up to a 15 o handling/restocking charge antl are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY. Any intellectual property rights created by either party,whether independently or jointly,in the worse of the performance of this Agreement or otherwise related to Cummins pre-existing intellectual property or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all right,title,and interest to such intellectual property to Cummins.Any Cummins preexisting intellectual property shall remain Cummins'property. Nothing in this Agreement shall be deemed to have given Customer a licence or any other nghls to use any of the intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customer shall comply with all laws applicable to its activities under this Agreement,Including without limitation,any and all applicable national,provincial,and Ideal export. anfi-bribery,environmental,health,and safety laws and regulations in effect.Customer acknowledges that the Goods,and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls restricting the sale,export,reexport and/or transfer,directly or Indirectly,of such Goods or technology to certain countries or parties,including,but not limited to,licensing requirements under applicable laws and regulations of the United Slates,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws.rules,and regulations. Any other prevision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-border movement of goods or technology,and all related orders in effect from time to time,and equivalent measures.Customer shall accept full responsibility for any and all civil or criminal liabilities and costs arising from any breaches of those laws and regulations and will defend, indemnify,and hold Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities,judgments,costs,fees,and expenses incurred by Cummins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information received from the other that is not generally known to the public and at the time of dlscbsure,would reasonably be understood by the receiving party to be proprietary or confidential,whether disclosed in one,written,visual,electronic,or other form,and which the receiving party(or agents)learns in connection with this Agreement including, but not limited to:(a)business plans,strategies,sales,projects and analyses;(b)financial information,pricing,and fee structures:(c)business processes,methods,and models;(d)employee and supplier Informallon;(a)specifications;and(f)the terns and conditions of this Agreement.Each party shall take necessary steps to ensure compliance with this provision by its employees and agents. 17.MISCELLANEOUS.All notices under this Agreement shall be in writng and be delivered personally,mailed via first Gass confined or registered mall,or sent by a nationally recognized express courier service to the addresses set forth in the Quote and/or Invoice. No amendment of this Agreement shall be valid unless it is writing and signed by the parties hereto.Failure of either party to require performance by he oher party of any provision hereof shall in no way affect the right to require such performance at any time thereafter or the enforceability of the Agreement generally,nor shall the waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement.Customer acknowledges that the provisions were freely negotiated and bargained forand Customer has agreed to purchase of the Goods and/or Services pursuant to these terms and conditions. Acceptance of this Agreement is expressly conditioned on Customers assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreement. 18.All parts will be invoiced at the time of shipment. Pricing of parts will be determined at the time of shipment and will be either the price at order placement or the price at shipment,whichever is greater 19.Cummins Sales&Service North America reserves the right to adjust pricing on parts&services as and when deemed necessary Payment terms are 30 days from invoice date unless otherwise And Sales and EXHIBIT NB" agreed upon in writing. Remit to: Cummins Southern Plains LLC Service PO BOX 772642 WE— Detroit,MI 48277-2642 HOUSTON TX BRANCH 7045 North Loop East P. O. BOX 1367 ESTIMATE HOUSTON, TX 77028- TO PAY ONLINE LOGON TO (713)679-2220 customerpayment.cummins.com BILL TO OWNER BAYTOWN AREA WATER AUTHOR BAWA FRITZ LANHAM WT-P STEVEFIFE 7425 THOMPSON RD PAGE 1 OF 3 7425 THOMPSON RD BAYTOWN, TX 77521- CHARGE BAYTOWN. TX 77521-1056 JOHNNY BREWER -832 262-0425 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 29-NOV-2023 29-NOV-2023 QSK50 CM850 MCRS ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 20839 25373236 GEN SET REF.NO. SALESPERSON PARTS OISP. M[LEAGEIHOURS PUMP CODE UNIT NO. 388398 B120301898 QUANTITY BACK QUANTITY� PART DESCRIPTION PRODUCT UNIT PRICE AMOUNT' ORDERED I ORDERED SHIPPED NUMBER CODE OSN/MSNfVIN B120301898 YEAR 2012 COMPLAINT LOW COOLANT ALARM,ALOT OF SMOKE OUT OF EXHAUST ESN 25373236 LOD PMA-7425 THOMPSON RD POD JOHNNY B 832-262-0425 CAUSE ROOT CAUSE OF FAILURE -TBD TRAVEL 1 TECH?ROUND TRIP CORRECTION ADIMINSTRATIVE TIME TECHNICIAN ADMINISTRATIVE TIME-ROAD/FIELD REPAIR JOB SAFETY ASSESSMENT TRAVEL INSITE-USE DURING TROUBLESHOOTING DIAGNOSTICS COVERAGE TBD REMARK PH2O1 8 0 4955526PX KIT,INJ REPAIR DRC 3,756.26 30,050.08 8 0 4089972D INJ,HHP Q19 CLEAN 945.00 7,560.00 -8 0 4089972D INJ,HHP Q19 DIRTY 945.00 - 7,560.00 8 0 4098956 SEAL,O RING CECO 3.86 30.88 8 0 4918072 SEAL,INJECTOR CECO 80.66 645.28 Completion date:30-Nov-2023 01:55PM. Estimate expires:29-Dec-2023 01:55PM. Billing Inquiries?Call(877)480-6970 APPENDIX A IS ATTACHED AND INCORPORATED HEREIN. IN APPENDIX A THERE ARE ADDITIONAL CONTRACT TERMS AND CONDITIONS, INCLUDING LIMITATION ON WARRANTIES AND LIABILITIES WHICH ARE EXPRESSIVELY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLDGES HAVE BEEN READ, FULLY UNDERSTOOD AND ACCEPTED. AUTHORIZED BY(print name) SIGNATURE DATE TERMS AND CONDITIONS These Terms and Conditions,together with the estimate/quote(the'Quote')antllor invoice('Invoice)attached to these Terms and Conditions.are hereinafter collectively referred to as this-Agreenders-and shall constitute the entire agreement between the customer('Customei Identified on the Quote draper Invoice and Cummins Southern Plains LLC('Cummins')unless a previous will agreement wind respect to the Goods and/or Services(as hereinafter defined)has been entered between the parties,in which event,such previous written agreement shall prevail.In the event of any inconsistency between this Agreement and any purchase order,terms and conditions or other document produced or delivered by Customer,the terns and conditions of this Agreement shall prevail. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES. Cummins shall supply parts)and/or components)and/or Originals)and/or generator sells)('Gootls')and/or perform the maintenance and/or repair ('Services')on the equipment identified in the Quote and/or Invoice hEquipmenr),if applicable,in accordance with the specifications in the Quote andlor Invoice.No additional services or goads are included in this Agreement unless agreed upon by the parties in writing,or otherwise,as applicable. 2.CUSTOMER OBLIGATIONS. If necessary,Customer shall provide Cummins safe and free access to Customers site and arrange for all related services and utilities necessary for Cummins to safety and Neely perform the Services.During the Improprieties of the Services,Customer shall fully and completely secure all or any part of any facility where the Equipment is locatetl to remove and mitigate any and all safety issues and risks,including but not limited to injury to facility occupants,customers,invitees,or any third party andlor property damage or work interruption arising out of the Services. If applicable, Customer shall make all necessary arrangements to address and mitigate the consequences of any electrical service interruption which might occur during the Services,Customer is responsible for operating and maintaining the Equipment in accordance with the owners manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins,payments are due thirty(30)days team the dale of Invoice. It Customer does not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods and/or Services. If payment is not received when due,in excited to any rights Cummins may have at law.Cummins may charge Customer eighteen percent(18%)interest annually on late payments.or the maximum amount allowed by law. Customer agrees to pay all Cummins'costs and expenses(including all reasonable attomeys'fees)related Ia Cummins'enforcement and collection of unpaid invoices,or any other enforcement of this Agreement by Cummins. 4.TAXES;EXEMPTIONS,The Invoice induces all applicable local,state,or federal sales and/or use or similar taxes which Cummins is required by applicable laws to callect from Customer under this Agreement. Customer must provide a valid tax exemption certificate or direct payment certificate prior to shipment of the Goods or performance of the Services,orsuch taxes will be included In the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS,Unless otherwise agreed in writing by the parries,any Goods supplied under this Agreement shall be delivered FOB Origin.freight prepaid to the first destination. If agreed,any charges for third party freight are subject to adjustment to defect any change in Once at time of shipment. Unless otherwise agreed to.packaging method,shipping documents and manner,mute and carrier and delivery shall be as Cummins deems appropriate.All shipments are made within normal business hours,Monday through Friday. Unless Otherwise agreed In writing by me parties,title and risk of loss for any Goods sold under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight carrier or to Customer at pickup at Cummins'facility. 6.DELAYS.Any delivery,shipping,installabon,or performance dates indicated in this Agreement are estimated and not guaranteed. Further,delivery time is subject to confirmation at time of order. Cummins shall not be liable to Customer or any third party for any loss,damage,or expense suffered!by Customer or third party due to any delay In delivery,shipping,installation,or performance,however occasioned, Including any delays in performance that result directly or Indirectly from acts of Customer or causes beyond Cummins'control,including but not limited to ads of God,accidents,Ore.explosions,food,unusual weather conditions,acts of government authority,or labor disputes. 7.LIMITED WARRANTIES. a.New Goods: New Goods purchased or supplied under this Agreement are governed by the express written manufaconers'wananly. No other warranty for Goods supplied under this Agreement is provided under this Agreement. b.Cummins Exchange Components,Other Exchange Components,and Recon: Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers'exchange components or Recon Components which are sold by Cummins. In the event of defects In such Items,only manufacturers'warranties will apply. c.HHP Exchange Engine: HHP Exchange Engines remanulaclured by Cummins under this Agreement are governed by the express Cummins'written warranty.No other warranty for HHP exchange Engines supplied under this Agreement Is provided under this Agreement. d.General Service Work: All Services shall be free from defects In workmanship(i)for power generation equipment(including engines In such equipment),for a period of ninety(90)days after completion of Services Or 500 hours of operation,whichever occurs first;or gi)for engines,for a period of ninety(90)days after completion of Services.25.000 miles or 900 hours of operation,whichever occurs first. In the event of a warrantable defect in workmanship of Services supplied under this Agreement('Wadramabta Defect'),Cummins'Obligaran shall be solely limited to muscling the Warrantable Defect.Cummins shall correct the Warrantable Defect where(i)such Warrantable Defect becomes apparent to Customer during the warranty period;(ii)Cummins receives written notice of the Warrantable Defect within thirty(30) days following discovery by Customer;and(III)Cummins has determined that there is a Warrantable Defect. Warrantable Defects remedied under this prevision shall be subject to the remaining warranty defect of the original womanly of the Services. New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty defect still available from the original warranty of such Goods. e.Used Goods: Used Goods are sell is,where is'unless exception is made in writing between Cummins and Customer. Customer agrees to inspect all used Goods before completing the purchase- L THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customer shall indemnity,defend and hold harmless Cummins from and against any and all claims,actions,costs,expenses,damages and liabilities,including reasonable altomeys' fees.brought against or incurred by Cummins related to or arising out of this Agreement or the Services and/or Goads supplied under this Agreement(collectively,the'Claifi where such Claims were caused or contributed,In whole or in part,by the ads,omissions,fault or negligence Of the Customer.Customer shall present any Claims covered by this indemnity,Including any tenders for defense and indemnity by Cummins to its insurance carrier unless Cummins directs that the defense will be handled by Cummins'legal counsel at Customers expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS OFFICERS,DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL.PUNITIVE,OR CONSEQUENTIAL DAMAGES OEANY KIND(INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE,LOSS OF DATA,LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL.ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY)IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT,CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY IN SECTION 7 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in acceptance with the laws of the State of Indiana without giving effect to any choice or conflict of law provision.The parries agree that the wort of the State of Indiana shall have exclusive jurisdiction to settle any dispute or claim arising in connection with this Agreement. 11.ASSIGNMENT. This Agreement is binding on the parties and their successors and assigns.Customer shall not assign this Agreement Without the prior written consent of Cummins. 12.CANCELLATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'prior whiten consent. Cummins may charge Customer a cancellation charge in accordance with current Cummins policy which Is available upon request,in addition to the actual,non-recoverable costs incurred by Cummins. 13.REFUNDS/CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins. Cummins may,at its sole discretion,agree to swept Goods for return and provide credit where Goods are in new and saleable condition and presented with a copy of the original invoice. Credits for returns will be subject to up to a 15%hantllinglreslooking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY. Any intellectual property rights seated by either party,whether independently Or jointly,in the course of the performance of this Agreement or otherwise related to Cummins preexisting intellectual property or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all right.tide.and interest to such intellectual property to Cummins.Any Cummins pre-existing intellectual property shall remain Cummins'property. Nothing in this Agreement shall be deemed to have given Customer a licence orany other rights to use any ofthe intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customer shall comply with all laws applicable to its activities under this Agreement,Including without limitation,any and all applicable national,provincial,and local export. antfbribery,environmental,health,and safety laws and regulations in effect.Customer acknowledges that the Goods,and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls restricting the sale,export,reexport andlor transfer,directly or indirectly,of such Goods or technology to certain countries or parries,including,but not limited to,licensing requirements under applicable laws and regulations of the United States,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws.rules,and regulations. Any other prevision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross border movement of goods or technology,and all related orders in effect from time to time,and equivalent measures.Customer shall accept full responsibility for any and all civil or criminal liabilities and costs andng from any breaches of those laws and regulations and will defend, indemnify,and hold Cummins harmless from and against any and all fines,penalties,claim,damages.liabilities,judgments,costs,fees,and expenses incurred by Cummins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information received from the other that is not generally known to the public and at the rime of disclosure,would reasonably be understood by me receiving party to be proprietary or confidential,whether disclosed in oat,written,visual,electronic,or other form,and whim the receiving party(Or agents)learns in connection with this Agreement including. but not limited to.(a)business plans,strategies,sales,projects and analyses,(Ill financial information,pricing,and fee structures:lc)business processes.methods,and models;(d)employee and supplier Information;(a)specifications;and(1)the terms and conditions of this Agreement.Each party shall take necessary steps to ensure compdance with this provision by its employees and agents. 17.MISCELLANEOUS.All notices under this Agreement shall be in writing and be delivered personally,mailed via first class cenifietl or registered mall,or sent by a nationally recognized express courier service to the addresses set forth in the Quote anchor Invoice. No amendment of this Agreement shall he valid unless it Is writing and signed by the parties hereto.Failure of either party to require performance by the other parry of any prevision hereof shall in no way affect me fight to require suet performance at any time thereafter or the enforceability of the Agreement generally.nor shall the waiver by a party of a breach of any of the previsions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement that is invalid or unenforceable shall not allied the validity or enforceability of the remaining leans hereof. These terms are exclusive antl constitute entire agreement Customer acknowledges that me provisions were freely negotiated-and bargained for and Customer has agreed to purchase of the Goods antllor Services pursuant to these terms and conditions. Acceptance of this Agreement is expressly conditioned on Customers assent to all such terms and conditions.Neither parry has relied an any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreement. 18.All pads will be invoiced at the lime of shipment. Pricing of pads will be determined at the time of shipment antl will be either the price at order placement or the price at shipment,whichever is greater 19.Cummins Sales 8 Service North America reserves the right to adjust pricing On parts 8 services as and when deemed necessary Payment terms are 30 days from invoice date unless otherwise Sales and agreed on twriting. C o: Cumminss Southern Plainss LL LLC ce Service PO BOX 772642 Detroit,MI 48277-2642 HOUSTON TX BRANCH 0 7045 North Loop East P. O. BOX 1367 ESTIMATE HOUSTON, TX 77028- TO PAY ONLINE LOGON TO (713)679-2220 customerpayment.cummins.com BILL TO OWNER BAYTOWN AREA WATER AUTHOR BAWA FRITZ LANHAM WTP STEVEFIFE 7425 THOMPSON RD PAGE 2 OF 3 7425 THOMPSON RD BAYTOWN, TX 77521- CHARGE BAYTOWN, TX 77521-1056 JOHNNY BREWER-832 262-0425 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 29-NOV-2023 29-NOV-2023 QSK50 CM850 MCRS ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 20839 25373236 GEN SET REF.NO. SALESPERSON PARTS DISP. MILEAGEIHOURS PUMP CODE UNIT NO. 388398 B120301898 ",NTIIT NO,T DESCRIPTION PRODUCT UNIT PRICE AMOUNT SHIPPED I NUMIER CODE OSN/MSNfVIN B120301898 YEAR 2012 8 0 4917451 GASKET,VALVE COVER CECO 31.90 255.20 1 0 5543593 CORE,AFTERCOOLER CECO 3,186.43 3,186.43 1 0 5540851 GASKET,AFTERCOOLER COVER CECO 78.12 78.12 4 0 3171287 GASKET,CONNECTION CECO 8.22 32.88 1 0 5594378 SENSOR,PRESSURE CECO 785.08 785.08 15 0 CC2825 ES COMP EG FLG 18.51 277.65 1 0 5491808 SENSORPOSITION CECO 277.46 277.46 1 0 3865312 SENSORTEMPERATURE CECO 50.69 50.69 4 0 3641726 HOSE,HUMP CECO 217.79 871.16 2 0 3635339 HOSE,HUMP CECO 247.31 494.62 8 0 3637290 CLAMP,HOSE CECO 28.05 224.40 8 0 3637396 GASKET,INTAKE MANIFOLD CECO 28.33 226.64 4 0 4008037 CLAMRT BOLT CECO 41.62 166.48 2 0 4017508 TUBE,AIR BALANCE CECO 192.15 384.30 8 0 3035026 SEAL,O RING CECO 4.47 35.76 8 0 206808 SEAL,GROMMET CECO 53.93 431.44 4 0 3644834 CONNECTION,WATER TRANSFER CECO 530.41 2,121.64 8 0 3254315 CLAMP,HOSE CECO 32.67 261.36 8 0 5375028 CLAMRINJECTOR CECO 38.13 305.04 8 0 3102651 SCREW,HEX FLANGE HEAD CAP CECO 4.42 35.36 TAX EXEMPT NUMBERS PARTS: 41,227.95 Completion date:30-Nov-2023 01:55PM. Estimate expires:29-Dec-2023 01:55PM. Billing Inquiries?Call(877)480-6970 APPENDIX A IS ATTACHED AND INCORPORATED HEREIN. IN APPENDIX A THERE ARE ADDITIONAL CONTRACT TERMS AND CONDITIONS, INCLUDING LIMITATION ON WARRANTIES AND LIABILITIES WHICH ARE EXPRESSIVELY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLDGES HAVE BEEN READ, FULLY UNDERSTOOD AND ACCEPTED. AUTHORIZED BY(print name) SIGNATURE DATE TERMS AND CONDITIONS These Terms and Conditions,together with the estimate/quote(the'Quote')and/or invoice(9nvoice')attached to these Terms and Conditions,are hereinafter selectively referred to as this"Agreement'and shall consbtum the entire agreement between the customer('Customer')identified an the Quote anchor Invoice and Cummins Southern Plains LLC('Cummins')unless a previous written agreemen(wllh respect to the Goads and/or Services(as hereinafter defined)has been entered between the parties,in which event.such previous written agreement shall prevail.In the event of any inconsistency between this Agreement and any purchase order,terms and conditions or other document produced or delivered by Customer,the terms and conditions of this Agreement shall prevail. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES. Cummins shall Supply parts)and/or componential and/or engines)and/or generator Sets)('Goods')and/or perform she maintenance and/or repair ('Services')on the equipment idenlifed in the Quote and/or Invoice('Equipment'),if applicable,In accordance with the specifications in the Quote and/or Invoice.No additional services or goods are included in this Agreement unless agreed upon by the series in writing,or otherwise,as applicable. 2.CUSTOMER OBLIGATIONS. If necessary.Customer shall provide Cummins safe and free access to Customers site and arrange for all related services and utilities necessary for Cummins to safely and freely perform the Services.During the performance of the Services,Customer shall fully and completely secure all or any part of any facility where the Equipment is located to remove and mitigate any and all safety issues and rsks,including but not limited to injury to f k ity occupants,customers,invitees,or any third party and/or property damage or work interruption arising out of the Services. If applicable, Customer shall make all necessary arrangements to address and mitigate the consequences of any electrical service interruption which might occur during the Services.Customer is responsible for operating and maintaining the Equipment in accordance with the ownefs manual for the Equipment, 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins,payments are due thirty(30)days ham the date of Invoice. If Customer tices not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods and/or Services. If payment is not received when due,in addition to any fights Cummins may have at law.Cummins may charge Customer eighteen percent(18%)Interest annually on late payments,or the madmum amount allowed by law. Customer agrees to pay all Cummins'costs and expenses(including all reasonable allomeys'fees)related to Cummins'enforcement and collection of unpaid invoices,or any other enforcement of this Agreement by Cummins. 4.TAXES;EXEMPTIONS.The Invoice includes all applicable local,state,or federal sales and/or use or similar taxes which Cummins is required by applicable laws to collect from Customer under this Agreement. Customer must provide a valid tax exemption certificate or direct payment certifiester poor to shipment of the Goods or performance of the Services.or such taxes will be included in the Invoice. S.DELIVERY;TITLE AND RISK OF LOSS.Unless otherwise agreed in writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to the fast destination. If agreed,any charges for third party freight are subject to adjustment to reflect any change in pnce at time of Shipment. Unless otherwise agreed to,packaging method,shipping documents and manner.route and carrier and delivery shall be as Cummins deems appropriate. All shipments are made within normal business hours.Monday through Friday. Unless otherwise agreed in writing by the parties,Bile and disk of loss for any Goods Said under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight carrier or to Customer at pickup at Cummins'facility. 6.DELAYS.Any delivery,shipping,installation,or performance dates indicated in this Agreement are estimated and not guaranteed. Fuller,delivery time Is subject to confirmation at time of oMe,. Cummins shall not be liable to Customer or any third party for any loss,damage,or expense suffered by Customer or third party due to any delay in delivery,shipping,installation,or performance,however occasioned. including any delays in performance that result directly or indirectly from acts of Customer or causes beyond Cummins'control,including but not limited to acts of God.accidents.fire.explosions.Adds,unusual weather condition.,acts of government authority,or labor disputes. 7.LIMITED WARRANTIES. a.New Goods: New Goods purchased or supplied under this Agreement are governed by the express written manufacturers'warranty. No other warranty for Goods supplied under this Agreement is provided under this Agreement. b.Cummins Exchange Components,Other Exchange Components,and Recon: Cummins will administer the Cummins exchange component warranty and the warranties of other manufacturers'exchange components or Recon Components which are sold by Cummins. In the event of defects in such items,only manufacturers'warranties will apply. c.HHP Exchange Engine: HHP Exchange Engines remanufaclured by Cummins under this Agreement are governed by the express Cummins'written warranty.No other warranty for HHP exchange Engines supplied under this Agreement is provided under this Agreement. it.General Service Work: All Services shall be free from defects In workmanship(i)for power generation equipment(including engines In such equipment),for a added of ninety(90)days after completion of Services or 500 hours of operation.whichever opens first;or(ii)for engines.for a period of ninety(90)days after completion of Services,25,000 miles or 900 hours of operation,whichever occurs first. In the event of a warrantable defect in workmanship of Services supplied under this Agreement('Warm cable Defect'),Cummins'obligation shall be solely limited to competing the Warrantable Defect.Cummins shall correct the Warrantable Defect where(i)such Warrantable Defect becomes apparent to Customer during the warranty,period;fit)Cummins receives written notice of the Warrantable Defect within thirty(30) days following discovery by Customer;and(m)Cummins has determined that there is a Warrantable Defect. Warrantable Defects remedied under this provision shall be subject to the remaining warranty"had of the original warranty of the Services. New Goods supplied during the rametly of Warrantable Defects are warranted for the balance of the warranty period still available from the original warranty of such Goods. e.Used Goads: Used Goods are sold'as is,where is'unless exception is made in writing between Cummins and Customer. Customer agrees to inspect all used Goods before completing the purchase. f.THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customer shall indemnify,defend and hold hornless Cummins from and against any and all Claims,actions,costs,expenses,damages and liabilities,including reasonable attorneys' fees,brought against or inspired by Cummins related to or arising out of this Agreement or the Services and/or Goods supplied under this Agreement(objectively,the'Clairl where such Claims were caused or contributed in whole or in pan,by the acts,omissions,fault or negligence of the Customer.Customer shall present any Claims covered by-Mi-sindemnily,including any tenders for defense and indemnity by Cummins to its insurance carrier unless Cummins directs that the defense will be handled by Cummins'legal counsel at Customers expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS OFFICERS,DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE,LOSS OF DATA,LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL.ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY)IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS'LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT,CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY IN SECTION 7 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and constmed in accordance with the laws of the State of Indiana without giving effect to any choice or conflict of law provision.The parties agree that the court of the Stale of Indiana shall have exclusive jurisdiction to settle any dispute or Claim arising in connection with this Agreement. 11.ASSIGNMENT. This Agreement is binding on the parties and their successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'prior written consent. Cummins may charge Customer a cancellation charge in accordance with anent Cummins Policy which is available upon request,in addition to the actual,non-recoverable costs incurred by Cummins. 13.REFUNDS/CREDITS.Gootls ooered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins. Cummins may,at its sole disclosed,agree to accept Goods for return and provide credit where Goods are in new and saleable condition and presented with a copy of the original invoice, Credits for reforms will be subject to up to a 15%handling/restocking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY. Any Intellectual property rights created by either party,whether independently or jointly,in the worse of the performance of this Agreement or otherwise related to Cummins pre-existing intellectual property or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all right,title,and interest to such intellectual property to Cummins.Any Cummins preexisting intellectual property shall remain Cummins'property. Nothing in this Agreement shall be deemed to have given Customer a licence or any other rights to use any of the intellectual property rights of Cummins. 15.COMPLIANCE WITH LAWS.Customer shall comply with all laws applicable to Its activities under this Agreement,including without Ilmitation,any and all applicable national,provincial,and local expon, anti-bribery.environmental,health,and safety laws and regulations in effect.Customer acknowledges that the Goods.and any related technology that are sold or otherwise provided hereunder may be subject to export and other made controls restricting the sale,export,reexport anther transfer,directly or indirectly,of such Goods or technology to certain countries or parties,including,but not limited to,licensing requirements under applicable laws and regulations of the United States,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws,rules,and regulations. Any other provision of this Agreement to the contrary notwithstanding.Customer shall comply with all such applicable laws relating to the cross-border movement of goads or technology,and all relatetl orders in effect from time to time,and equivalent measures.Customer shall accept full responsibility for any and all civil or criminal liabilities and costs arising from any breaches of those laws and regulations and will defend. indemnify,and hold Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities.judgments,costs,fees,and expenses incurred by Cummins or its affiliates as a result of Customers breach. 16.CONFIDENTIALITY.Each party shall keep confidential any information peceived tram the other that is not generally known to the public and at the Bme of disclosure,would reasonably be understood by the receiving party to be proprietary or confidential.whether disclosed in oral,written,visual,electronic.or other form,and which the receiving party(or agents)teams in connection with Nis Agreement including, but not limited to:(a)business plans,strategies,sales,projects and analyses:(b)financial information,pricing,and fee structures:d)business processes.methods,and models:(tl)employee and supplier Information;(e)specifications;and(f)the terns and conditions of this Agreement.Each party shall take necessary steps to ensure compliance with this provision by Its employees and agents. 17.MISCELLANEOUS.All notices under this Agreement shall be in willing and be delivered personally,mailed via first class certified or registered mall,or sent by a nationally recognized express courier service to the addresses set forth in the Quote andlor Invoice. No amendment of this Agreement shall be valid unless it Is writing and signed by the probes hereto,Failure of either party to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any time Iherealter or the enforceability of the Agreement generally,nor shall the waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement.Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase of the Goods and/or Services pursuant to these terms and conditions. Acceptance of this Agreement is expressly conditioned on Customers assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreement. 18.All pads will be invoicetl at the time of shipment. Pricing of pads will be determined at the time of shipment and will be either the once at order plowman or the price at shipment,whichever is greater 19.Cummins Sales 8 Service North America reserves the right to adjust pricing on parrs 8 services as and when deemed necessary Payment terms are 30 days from invoice date unless otherwise Sales and agreed upon twriting. Remit o: Cumminss Southern Plainss LLit roe Service PO BOX 772642 Detroit,MI 48277-2642 HOUSTON TX BRANCH 7045 North Loop East P. O. BOX 1367 ESTIMATE HOUSTON, TX 77028- TO PAY ONLINE LOGON TO (713)679-2220 customerpayment.cummins.com BILL TO OWNER BAYTOWN AREA WATER AUTHOR BAWA FRITZ LANHAM WTP STEVEFIFE 7425 THOMPSON RD PAGE 3 OF 3 7425 THOMPSON RD BAYTOWN, TX 77521- •••CHARGE••• BAYTOWN, TX 77521-1056 JOHNNY BREWER -832 262-0425 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 29-NOV-2023 29-NOV-2023 QSK50 CM850 MCRS ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 20839 25373236 GEN SET REF.NO. SALESPERSON PARTS DRIP. MILEAGE/HOURS PUMP CODE UNIT NO. 388398 B120301898 QUANTITY BACK QUANTITY� PART PRODUCT ORDERED I ORDERED SHIPPED NUMBER DESCRIPTION CODE UNIT PRICE AMOUNT OSNIMSNNIN B120301898 YEAR 2012 PARTS COVERAGE CREDIT: 0.000R TOTAL PARTS: 41,227.95 SURCHARGE TOTAL: 0.00 LABOR: 7,905.87 LABOR COVERAGE CREDIT: 0.000R TOTAL LABOR: 7,905.87 TRAVEL: 515.04 TRAVEL COVERAGE CREDIT: 0.000R TOTAL TRAVEL: 515.04 MISC.: 284.40 MISC.COVERAGE CREDIT: O.00CR TOTAL MISC.: 284.40 ROAD MILEAGE 142.20 ROAD MILEAGE 142.20 LOCAL 0.00 Completion date:30-Nov-2023 01:55PM. Estimate expires:29-Dec-2023 01:55PM. Billing Inquiries?Call(877)480-6970 APPENDIX A IS ATTACHED AND INCORPORATED HEREIN.IN APPENDIX A THERE ARE ADDITIONAL CONTRACT TERMS AND CONDITIONS,INCLUDING LIMITATION ON SUB TOTAL: 49,933.26 WARRANTIES AND LIABILITIES WHICH ARE EXPRESSIVELY INCORPORATED HEREIN AND TOTAL TAX: 0.00 WHICH PURCHASER ACKNOWLDGES HAVE BEEN READ,FULLY UNDERSTOOD AND ACCEPTED. TOTAL AMOUNT: Us$ 49.933.26 AUTHORIZED BY(print name) SIGNATURE DATE TERMS AND CONDITIONS These Tens and Conditions.together with the estimate/quote(the"Quote")andlor invoice('Invoice')attached to these Terms and Conditions,are haminaftercollectively refereed to as(his'Agreement*and shall constitute the entire agreement between the customer('Customer)identified on the Quote and/or Invoice and Cummins Southern Plains LLC('Cummins")unless a previous wriden agreement with respect to the Goods anchor Services(as hereinafter defined)has been entered between the parties,in which event,such previous written agreement shall prevail.In the event of any inconsistency between this Agreement and any purchase order,terms and conditions or other document produced or delivered by Customer,the terms and conditions of this Agreement shall prevail. 1.SCOPE OF SERVICES;PERFORMANCE OF SERVICES. Cummins shall supply parts)antllor component(s)and/or engine(s)and/or generator sells)("Goods")and/or perform the maintenance and/or repair (Services')on the equipment identified in the Quote and/or Invoice('Equipment"),if applicable,in accordance with the specifications in the Quote and/or Invoice.No additional services or goods are included in this Agreement unless agreed upon by the parties in writing,or otherwise,as applicable. 2.CUSTOMER OBLIGATIONS. If necessary,Customer shall provide Cummins safe and free access to Customer's site and arrange for all related services and utilities necessary for Cummins to safely and freely perform the Services.During the performance of the Services.Customer shall fully and completely secure all or any part of any facility where the Equipment is located to remove and mitigate any and all safety issues and risks,including but not limited to injury to facility occupants,customers,invitees,or any third party and/or property damage or work interruption arising out of the Services. If applicable, Customer shall make all necessary arrangements to address and mitigate the consequences of any electrical service interruption which might occur during the Services,Customer is responsible for operating and maintaining the Equipment in accordance with the owner's manual for the Equipment. 3.INVOICING AND PAYMENT.Unless otherwise agreed to by the parties in writing and subject to credit approval by Cummins,payments are due thirty(30)days from the date of Invoice. If Customer does not have approved credit with Cummins,as solely determined by Cummins,payments are due in advance or at the time of supply of the Goods;and/or Services. If payment is not received when due,in addition to any rights Cummins may have at law,Cummins may charge Customer eighteen percent(18%)Interest annually on late payments,or the maximum amount allowed by law. Customer agrees to pay all Cummins'costs and expenses(including all reasonable attorneys'lees)related to Cummins'enforcement and collection of unpaid invoices,or any other enforcement of this Agreement by Cummins. 4.TAXES;EXEMPTIONS.The Invoice includes all applicable local.state,or federal sales snorer use or similar taxes which Cummins is required by applicable laws to mllect from Customer under this Agreement. Customer must provide a valid tax exemption certificate or direct payment certificate prior to shipment of the Goods or performance of the Services,or such taxes will be included in the Invoice. 5.DELIVERY;TITLE AND RISK OF LOSS.Unless otherwise agreed in writing by the parties,any Goods supplied under this Agreement shall be delivered FOB Origin,freight prepaid to the firs(destination. If agreed,any charges for thin party freight are subject to adjustment to reflect any change in price at time of shipment. Unless otherwise agreed to,packaging method,shipping documents and manner,route and carrier and delivery shall be as Cummins deems appropriate. All shipments are made within normal business hours,Monday through Friday. Unless otherwise agreed in writing by the parties,title and risk of loss for any Goods sold under this Agreement shall pass to Customer upon delivery of Goods by Cummins to freight carrier or to Customer at pickup at Cummins'facility. 6.DELAYS.Any delivery,shipping,installation,or performance dates indicated in this Agreement are estimated and not guaranteed. Further,delivery time is subject to confirmation at time of order. Cummins shall not be liable to Customer or any third party for any loss,damage,or expense suffered by Customer or third party due to any delay in delivery,shipping,installation,or performance,however occasioned, including any delays in performance that result directly or indirectly from acts of Customer or causes beyond Cummins'control,including but not limited to acts of God,accidents,fire.explosions,flood,unusual weather conditions,acts of government authority,or labor disputes. 7.LIMITED WARRANTIES. a.New Goads: New Goods purchased or supplied under this Agreement are governed by the express written manufacturers'warranty. No other warranty for Goods supplied under this Agreement is provided under this Agreement. b.Cummins Exchange Components,Other Exchange Components,and Recon: Cummins will administer the Cummins exchange component womanly and the warranties of other manufacturers'exchange components or Recon Components which are sold by Cummins. In the event of defects in such items,only manufacturers'warranties will apply. c.HHP Exchange Engine: HHP Exchange Engines remanufactured by Cummins under this Agreement are governed by the express Cummins'written warranty.No otherwarranly for HHP exchange Engines supplied under this Agreement is provided under this Agreement. d.General Service Work: All Services shall be free ham defects in workmanship(i)for power generation equipment(including engines In such equipment),for a period of ninety(90)days after completion of Services or 500 hours of operation,whichever occurs first;or(it)for engines,for a period of ninety(90)days after completion of Services,25,000 miles or 900 hours of operation,whichever occurs first. In the event of a warrantable dated In workmanship of Services supplied under this Agreement('Warrantable Defect'),Cummins'obligation shall be solely limited to correcting the Warrantable Defect.Cummins shall correct the Warrantable Defect where(i)such Warrantable Defect becomes apparent to Customer during the warranty periotl;(if)Cummins receives written notice of me Warantable Defeclwithin thirty(30) days following discovery by Customer;and(III)Cummins has determined that there is a Warrantable Defect. Warrantable Defects remedied under this provision shall be subject to the remaining warranty period of me original warranty of the Services. New Goods supplied during the remedy of Warrantable Defects are warranted for the balance of the warranty period still available from the original warranty of such Goods. e.Used Goods: Used Goads are Old'as is,where is'unless exception is made in writing between Cummins and Customer. Customer agrees to inspect all used Goods before completing me purchase. I.THE REMEDIES PROVIDED IN THE LIMITED WARRANTIES AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CUMMINS TO THE CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT,AND TO THE EXTENT PERMITTED BY LAW,CUMMINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES,ENDORSEMENTS,AND CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING.WITHOUT LIMITATION,ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS,WARRANTIES AND CONDITIONS OF FITNESS FORA PURPOSE OR MERCHANTABILITY. 8.INDEMNIFICATION.Customer shall indemnify.defend and hold harmless Cummins from and against any and all claims,actions,costs,expenses,damages and liabilities,including reasonable attorneys' fees,brought against or incurred by Cummins related to or arising out of this Agreement or the Services and/or Goods supplied under this Agreement(collectively,the"Claims'),where such Claims were caused or contributed.in whole or in part,by the acts,omissions,fault or negligence of the Customer.Customer shell present any Claims revered by this indemnity,including any tenders for defense and indemnity,by Cummins to its insurance carrier unless Cummins directs that the defense will be handled by Cummins'legal counsel at Customer's expense. 9.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,IN NO EVENT SHALL CUMMINS,ITS OFFICERS,DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE,LOSS OF DATA,LOSS OF OPPORTUNITY,DAMAGE TO GOODWILL.ENHANCED DAMAGES,MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,AND/OR DAMAGES CAUSED BY DELAY)IN ANY WAY RELATED TO OR ARISING FROM CUMMINS'SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT.IN NO EVENT SHALL CUMMINS'LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND SERVICES SUPPLIED BY CUMMINS UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY ACCEPTANCE OF THIS AGREEMENT,CUSTOMER ACKNOWLEDGES CUSTOMER'S SOLE REMEDY AGAINST CUMMINS FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY IN SECTION 7 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.GOVERNING LAW AND JURISDICTION.This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the Stale of Indiana without giving effect to any choice or conflict of law provision.The panes agree that the court of the Stale of Indiana shall have exclusive jurisdiction to settle any dispute or claim arising In connection with this Agreement. 11.ASSIGNMENT. This Agreement Is binding on the parties and their successors and assigns.Customer shall not assign this Agreement without the prior written consent of Cummins. 12.CANCELLATION.Orders placed with and accepted by Cummins may not be cancelled except with Cummins'prior written consent. Cummins may charge Customer a cancellation charge in accordance with current Cummins policy which is available upon request,in addition to the actual,non-recoverable costs Incurred by Cummins. 13.REFUNDS/CREDITS.Goods ordered and delivered by Cummins under this Agreement are not returnable unless agreed to by Cummins. Cummins may,at its sole discretion,agree to accept Gootls for drum and provide credit where Goods are in new and saleable condition and presented with a copy of the original invoice. Credits for returns will be subject to up to a 15%handling/reslocking charge and are limited to eligible items purchased from Cummins. 14.INTELLECTUAL PROPERTY. Any intellectual property rights created by either party,whether independently or jointly,in the course of the performance of this Agreement or otherwise related to Cummins preexisfing intellectual properly or subject matter related thereto,shall be Cummins'property.Customer agrees to assign,and does hereby assign,all right,title,and interest to such intellectual property to Cummins.Any Cummins pre-existing intellectual property shall remain Cummins'property. Nothing in this Agreement shall be deemed to have given Customer a licence or any other rights to use any of the intellectual property rights of Comm ins. 15,COMPLIANCE WITH LAWS.Customer shall comply with all laws applicable to its activities under this Agreement.including without limitation,any and all applicable national,provincial,and local export, antLbribery,environmental,health,and safely laws and regulations in effect.Customer acknowledges that the Goods,and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls restricting the sale,export,reexport and/or transfer,directly or indirectly,of such Goods or technology to certain countries or parties,including,but not limited to,licensing requirements under applicable laws and regulations of the United States,the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these laws,rules,and regulations. Any other provision of this Agreement to the contrary notwithstanding,Customer shall comply with all such applicable laws relating to the cross-border movement of goods or technology,and all related orders in effect from time to time.and equivalent measures.Customer shall accept full responsibility for any and all civil or criminal liabilities and costs arising from any breaches of those laws and regulations and will defend. indemnify,and hold Cummins harmless from and against any and all fines,penalties,claim,damages,liabilities,judgments,costs,fees.and expenses incurred by Cummins or its affiliates as a result of Customer's breach. 16.CONFIDENTIALITY.Each party shall keep confidential any Information received from the other that Is not generally known to the public and at the time of disclosure,would reasonably be understood by me receiving party to be proprietary or confidential,whether disclosed in oral.written,visual,electronic,or other farm,and which the receiving pady(or agents)learns in connection with this Agreement including, but not limited to:(a)business plans,strategies,sales,projects and analyses;(b)financial information,pricing,and fee structures;(c)business processes,methods,and models;(d)employee and supplier information:(a)specifications:and(1)the terms and conditions of this Agreement,Each party shall lake necessary steps to ensure compliance with this prevision by its employees and agents. 17.MISCELLANEOUS.All notices under this Agreement shall be in writing and be delivered personally,mailed via real class certified or registered mail,or sent by a nationally recognized express courier service to the addresses set forth In the Quote armor Invoice. No amendment of this Agreement shall be valid unless it is writing and signed by the parties hereto.Failure of either party to require performance by the other party,of any provision hereof shall in no way affect the right to require such performance at any time thereafter or the enforceability of me Agreement generally,nor shall the waiver by a party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement mat is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement.Customer acknowledges that the provisions were freely negotiated and bargainetl for and Customer has agreed to purchase of the Goods and/or Services pursuant to these terms and contlition. Acceptance of this Agreement Is expressly conditioned on Customer's assent to all such terms and conditions.Neither party has relied on any statement,representation,agreement,understanding,or promise made by the other except as expressly set out in this Agreement. 18,All parts will be invoiced at the lime of shipment. Pncing of parts will be determined at the time of shipment and will be either the price at order placement or the price at shipment,whichever is greater 19.Cummins Sales&Service North America reserves the right to adjust pricing on parts&services as and when deemed necessary