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HomeMy WebLinkAboutAlfa Laval, Inc Centrifuge Upgrade 2013 CITY OF OSHKOSH DEPARTMENT OF PUBLIC WORKS 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920) 236-5065 FAX (920) 236-5068 LETTER OF TRANSMITTAL To: Mr. Eugene Crowell Date: April 2, 2013 Alfa Laval, Inc. Subject: Executed Agreement 955 Means Place Centrifuge Upgrade Warminster, PA 18974 Please find: ® Attached ❑ Under Separate Cover ❑ Copy of Letter ® Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos El Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk El Other Quantity Description 1 Executed Agreement These are being transmitted as indicated below: ❑ For Approval ® For Your Use ❑ As Requested El For Review& Comment Remarks: Enclosed is a copy of the executed agreement for the centrifuge upgrade. Please reference Res. No. 13-128 on all of your invoices. If you have any questions, please contact us. City Attorney's Office–Copy City Clerk's Office – Original Steve Brand – Copy Linda Mohr, CH2M HILL - Copy -- cc: — File – Original Signed: / A� I gi Tracy . aylo 1:1En ineerin 1Trac Ta lorl PurchasinglCentrifuge Upgrade LOT _ _ 13docx AGREEMENT THIS AGREEMENT, made on the 22nd day of March , 2013, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and Alfa Laval Inc. 955 Means Road, Warminster, PA 18974, party of the second part, hereinafter referred to as the SUPPLIER, WITNESSETH: That the CITY and the SUPPLIER, for the consideration hereinafter named, enter into the following Agreement. ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The SUPPLIER shall assign the following individual to manage the project described in this Agreement: Eugene Crowell — Project Manager B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the project described in this Agreement: Stephan Brand — Public Works Utilities Bureau Manager ARTICLE III. SCOPE OF WORK The SUPPLIER shall provide the services described in the SUPPLIER's attached Scopes of Services: DS-706 Decanter Centrifuge Upgrade and Alfa Laval Sharples DS- 706 Disassemble, Clean, Inspect (DCI) and Tune Up. The SUPPLIER may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the CITY. All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the SUPPLIER as instruments of service shall remain the property of the CITY. Page 1 of 4 ARTICLE IV. CITY RESPONSIBILITIES The CITY shall furnish, at the SUPPLIER's request, such information as is needed by the SUPPLIER to aid in the progress of the project, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the SUPPLIER's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE V. TIME OF COMPLETION The work to be performed under this Agreement shall be commenced and the work completed within the time limits as agreed upon as projects are identified throughout this Agreement. The SUPPLIER shall perform the services under this Agreement with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the SUPPLIER is not responsible for damages arising directly or indirectly from any delays for causes beyond the SUPPLIER's control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the SUPPLIER to perform its services in an orderly and efficient manner, the SUPPLIER shall be entitled to an equitable adjustment in schedule. ARTICLE VI. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. Centrifuge Upgrade General Conditions 3. Centrifuge Upgrade General Requirements 4. SUPPLIER's Scope of Services: DS-706 Decanter Centrifuge Upgrade 5. SUPPLIER'S Scope of Services: Alfa Laval Sharpies DS-706 Disassemble, Clean, Inspect (DCI) and Tune Up SUPPLIER explicitly acknowledges that the terms of this agreement, including attachments, replace SUPPLIER's terms and conditions of sale. In the event that any provision in any of the above component parts of this Agreement conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. Page 2 of 4 ARTICLE VII. PAYMENT A. The Agreement Sum. The CITY shall pay to the SUPPLIER for the performance of the Agreement the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto: AGREEMENT SUM SCHEDULE CENTRIFUGE UPGRADE PROJECT Item Description Quantity Unit Amount 1 Centrifuge Upgrade 2 Centrifuge Disassemble, Clean, and Lump Sum $330,109.00 Inspect and Tune Up 2 Lump Sum $64,600.00 3 Allowance for Additional Work 1 Lump Sum $30,000.00 TOTAL $424,709.00 B. Method of Payment. The SUPPLIER shall submit itemized invoices in accordance to the payment schedule of the General Conditions. The CITY shall pay the SUPPLIER within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to SUPPLIER a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE VIII. SUPPLIER TO HOLD CITY HARMLESS The SUPPLIER covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands (including payment of reasonable and necessary legal fees and court costs) which may be to the proportionate extent caused by or result from the intentional or negligent acts of the SUPPLIER, his agents or assigns, his employees, or his subcontractors arising out of the performance of this Agreement or be caused or result from any violation of any law or administrative regulation or a defect in the Equipment. The CITY will notify SUPPLIER in writing of a claim or suit or other matter subject to this section as soon practicable following the CITY's receipt of service of legal process and provide reasonable cooperation and full authority to defend or settle the claim or suit, subject to the CITY's approval of such settlement, which shall not be unreasonably withheld. The terms of this indemnity shall expressly survive for a period of five (5) years following delivery by SUPPLIER of the Equipment or performance of the services subject to a claim hereunder. If Supplier rejects any tender of an indemnity claim, it shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Page 3 of 4 ARTICLE IX. INSURANCE The SUPPLIER agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE X. TERMINATION A. For Cause. If the SUPPLIER shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the CITY shall have the right to terminate this Agreement by written notice to the SUPPLIER. In this event, the SUPPLIER shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the SUPPLIER no later than 10 calendar days before the termination date. If the CITY terminates under this paragraph, then the SUPPLIER shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. the resence of: SUPPLIER,, ,�� B �\ l Jeff ' (Seal of SUPPLIER Seni. ideJPresident Parts & Service if a Corporation.) CITY OF OSHKOSH By: u ^CS (Witness) Mark A. Rohloff, City Manager And: _ ► ' (Witness) Pamela R. Ubrig, City Cler APPROVED: I hereby certify that the necessary provisions , $ have been made to pay the liability which will rue under this Agreement. ' At orney� City Comptroller Page 4 of 4 CITY OF OSHKOSH CENTRIFUGE UPGRADE PART 2 GENERAL CONDITIONS 1. DEFINITIONS 1.1. Contract Documents: "Contract" or"Contract Documents" shall include the AGREEMENT, SCOPES OF SERVICES, GENERAL CONDITIONS OF THE CONTRACT, and SPECIFICATIONS, including subsequent Change Orders issued by the Owner, and all other requirements incorporated in these Documents by specific reference thereto. These faun the Contract. 1.2. Supplier: Shall be synonymous with Alfa Laval, Inc., 955 Means Road, Warminster, PA, 18974, Centrifuge Equipment Supplier and Manufacturer. 1.3. Days: Unless otherwise specifically stated, the term"days"shall be understood to mean calendar days. 1.4. Engineer: CH2M HILL Engineers, located at 135 S. 84th Street, Suite 400, Milwaukee, WI 53214, Attention: Linda Mohr, P.E. 1.5. Execution of Contract: Shall mean the signing of the Contract by the authorized representatives of both Owner and Supplier (Owner's signature date is the Notice to Proceed date). 1.6. Installing Contractor(Contractor): The party under separate contract with Owner who installs, and assists with testing and start up of the product(s) furnished under this Contract. 1.7. Manufacturer: Shall be synonymous with Supplier. 1.8. Owner: City of Oshkosh, Oshkosh, WI, its agents, officers, and employees. 1.9. Person-day: Person-day shall be 8 working hours (8 a.m. to 5 p.m.) in a 24-hour period. 1.10. Centrifuge Equipment: Shall be synonymous with equipment, materials, appurtenances related to the upgrade, cleaning., and inspection of the City of Oshkosh's two centrifuges installed at the Oshkosh Wastewater Treatment Plant. 1.11. Work: Shall include all equipment, materials and appurtenances, transport and delivery of equipment, and specified services necessary for the Supplier to perform and complete the Contract, including items not specifically indicated or described which are reasonably considered in good practice as belonging to the equipment specified. MKE/465580 ATTACHMENT 1 - GENERAL CONDITIONS MARCH 19, 2013 PAGE - 1 CITY OF OSHKOSH CENTRIFUGE UPGRADE 2. CONTRACT DOCUMENTS 2.1. Contract Documents include the AGREEMENT, SCOPES OF SERVICES, GENERAL CONDITIONS OF THE CONTRACT, and SPECIFICATIONS, including subsequent Change Orders issued by the Owner, and all other requirements incorporated in these Documents by specific reference thereto. 2.2. Discrepancies and Omissions: 2.2.1. Should anything which is necessary for a clear understanding of the Work be omitted from the Specifications, or should it appear that various instructions are in conflict, the Supplier shall secure written instructions from Engineer before proceeding with the Work affected by such omissions or discrepancies. It is understood and agreed that the Work shall be performed according to the true intent of the Contract Documents. 2.2.2. It is understood and agreed that the written terms and provisions of the Contract Documents shall supersede all verbal statements of representatives of Owner, and verbal statements shall not be effective or be construed as being a part of this Contract. 3. INSPECTION/ACCEPTANCE 3.1. All material and equipment shall be subject to inspection and test by Owner or its designee at Supplier's plant, shipping way points, and at the project site. Notwithstanding any inspection at Supplier's plant, final inspection and acceptance of the material and equipment shall be at Owner's project site. 3.2. If inspection and tests, whether preliminary or final, are made on Supplier's premises, Supplier shall furnish all reasonable facilities and assistance for safe and convenient inspection and tests required by Owner. Inspection by Owner or failure to inspect by Owner shall not relieve Supplier of any responsibility or liability with respect to such material and equipment and shall not be interpreted in any way to imply acceptance by Owner. 3.3. Owner reserves the right to reject nonconforming material and equipment. Owner shall have the option either to require Supplier to promptly remove and replace rejected material and equipment at Supplier's expense; or to cancel this order pursuant to ARTICLE X. TERMINATION and require Supplier to promptly remove rejected material and equipment at Supplier's expense. 3.4. Owner reserves the right to revoke acceptance of material and equipment if Owner accepted same on the reasonable assumption that the nonconformity would be cured by Supplier and has not been reasonably cured, or without discovery of such nonconformity if acceptance was reasonably induced either by the difficulty of discovery before acceptance or by Supplier's assurances. ATTACHMENT 1 - GENERAL CONDITIONS MKE/465580 PAGE -2 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE 4. CHANGES 4.1. Owner shall have the right(by written supplement hereto, including revised specifications, and other transmittals), to make changes, within the general scope of the Agreement, in the specifications of material and equipment ordered. The Allowance for Additional Work, included in the Agreement sum of thirty thousand dollars ($30,000) is included for changes. This allowance will be used to compensate the Supplier for work performed with the consent of the Owner. The additional work performed by the Supplier will include all labor, materials, tools and equipment necessary to perform the additional work directed by the Owner. The additional work shall not be performed without authorization by the Owner. At the end of the Contract, all remaining funds will be deducted from the total price as a credit. 5. SUPPLIER 5.1. The relationship of Supplier to Owner shall be that of an independent contractor. Supplier shall have no contractual relationship with the Engineer as a result of its contract with Owner. Nothing.contained in this Contract shall create any contractual relation between any subcontractor of Supplier and Owner or Engineer. 6. MATERIALS AND EQUIPMENT 6.1. General: All materials and equipment furnished shall conform to applicable Specifications and shall be new, unused, and undamaged when installed or otherwise incorporated in Owner's project.No such material or equipment shall be used by Supplier for any purpose other than that intended or specified, unless such use is specifically authorized by Owner in each case. 6.2. Codes, Laws, and Regulations: All material, equipment, and services provided hereunder shall comply with all applicable codes, laws,regulations, standards, and. ordinances, including potable water NSF requirements,National Electrical Code, and UL listing mark or label requirements. Supplier shall not be liable for factors over which it has no control; e.g., installation, operation, and maintenance when performed by others unless supplier has provided erroneous installation or operational instructions or guidance. 7. FIELD PERFORMANCE TESTING AND ACCEPTANCE 7.1. Operating equipment and systems will be performance tested by the Supplier in the presence of Owner and Engineer to demonstrate compliance with the specified requirements. Performance testing will be conducted under the specified design operating conditions or under such simulated operating conditions as recommended or approved by Engineer. Upon a showing that the equipment meets said criteria, Owner shall accept the equipment. MKE/465580 ATTACHMENT 1 - GENERAL CONDITIONS MARCH 19, 2013 PAGE - 3 CITY OF OSHKOSH CENTRIFUGE UPGRADE 7.2. In the event of malfunction or failure to perform as specified, and it is determined that the equipment or system furnished under this Contract is in nonconformance with the Contract Documents, Supplier shall bear all cost for repair, replacement, and retesting to correct such non-conformity. 8. WARRANTY 8.1. All material and equipment supplied shall be warranted by Supplier to Owner as follows: 8.1.1. All Work, including mechanical and electrical components of new material and equipment, and/or packaged control systems which are furnished as components of the materials and equipment specified hereinafter, shall be warranted against defects in materials and workmanship for a period of one (1) year following acceptance of performance testing by Owner and Engineer. 8.1.2. All repairs, parts and service specified hereinafter, shall be warranted against defects in materials and workmanship for a period of six (6)months from the point of beneficial use. All material and equipment shall be suitable for the purpose intended and shall provide the results required by the Specifications. 8.1.3. Supplier shall make all repairs or replacements necessitated by defects in materials or workmanship that become evident within the warranty period. If Supplier is unable to correct any such non-conformance with these warranties, it shall refund the portion of the purchase price applicable to the defective equipment or material, upon their return. These are the exclusive remedies for breach of warranty subject to Section 8.1.5 below. 8.1.4. The warranties set forth above are in lieu of any implied, including an implied warranty of merchantability, an implied warranty of fitness for a particular purpose. Supplier also agrees to hold Owner harmless from liability of any third-party claims for personal injury or property damage due to said defects in accordance with the indemnity provision of the Agreement. Supplier shall make all repairs and replacements promptly upon receipt of written orders for same from Owner. If Supplier fails to perform its remedial obligations as set forth above, Owner is hereby authorized to make the corrections or to order the Work to be done by a third party, and the cost of the corrections shall be paid by Supplier. 9. RELATED SERVICES 9.1. Whenever Supplier furnishes personnel for installation supervision, startup, testing, inspection, related services, or maintenance (the Work), the following provisions shall apply, in addition to other applicable provisions of this order including compensation: ATTACHMENT 1 - GENERAL CONDITIONS MKE/465580 PAGE -4 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE 9.1.1. Representation by Supplier: Supplier represents that Supplier, its agents, and employees, are qualified and competent to perform the Work and that all tools and equipment furnished by Supplier in its performance of the Work are, and shall be, kept in good working order. 9.1.2. Supplier's Responsibility: Supplier asserts that the Work shall be performed in accordance with accepted standards and shall conform to the requirements of this Contract. Any Work not so performed or not in conformity herewith shall be corrected by Supplier where Supplier is notified of such non-conformance within eighteen months after completion of performance thereof. If such deficiencies are not promptly corrected, Supplier shall pay the cost of repair for such defective services. These are the exclusive remedies for breach of warranty,provided, however, that if Supplier fails to so remedy such non-conformity, Owner may cause the same to be corrected for the account of Supplier. The warranties set forth above are in lieu of any implied, including an implied warranty of merchantability, an implied warranty of fitness for a particular purpose. 9.1.3. Supplier's Responsibility: Supplier is responsible for the safety of its employees, agents, and representatives while assisting the City and the Installing Contractor with the Work. 9.1.4. Completion and Acceptance: When Supplier deems the Work completed, Supplier shall give Owner notice thereof in writing. Within a reasonable time after receipt of such notice, Owner will determine if the Work has been completed to its satisfaction; if so, Owner will advise Supplier, in writing, of its final acceptance thereof; if not, Owner will notify Supplier of its lack or failure of performance and Supplier will take remedial action as described in this Article and will repeat the procedure stated herein until the Work has been satisfactorily completed and accepted. 10. DELIVERY MILESTONES 10.1. Delivery milestones below are established and are herein incorporated into the Contract between the Owner and Supplier. Milestone Milestone Days Submit shop drawings for centrifuge upgrade 70 days from date of receipt of purchase order Delivery to City of centrifuge main drives, back 100 days after approved shop drawings drives, control panels complete DCI and Full Inspection report 21 days following delivery to Supplier Delivery to City of centrifuge rotating assembly 50 days after approval of scope following Repair per Scope of Work per Inspection report MKE/465580 ATTACHMENT 1 - GENERAL CONDITIONS MARCH 19, 2013 PAGE - CITY OF OSHKOSH CENTRIFUGE UPGRADE 10.2. Since material and equipment covered hereby are incorporated into a construction project to demolish the existing centrifuge drives,panels, and controls, the submittal and delivery dates must be met by Supplier, and be subject to liquidated damages, as defined below, if dates are not met. 10.3. Liquidated Damages: 10.3.1. Supplier and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the times specified above. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding from the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Supplier agree that as liquidated damages for delay(but not as a penalty) Supplier shall pay Owner: Five Hundred Dollars (5 500.00 ) for each day that expires after the milestone times specified herein up to an amount not to exceed 5 percent of the purchase price set forth herein. 10.4. Supplier shall not be responsible for delays resulting from occurrences beyond its control which it could not have reasonably anticipated and provided for. In such event, Supplier shall give Owner written notice within 5 days of such occurrence. Owner shall determine an equitable extension of time for delivery. Supplier's failure to notify Owner of such delay shall constitute a waiver of Supplier's right to a time extension. There shall be no price adjustment by virtue of any such time extension. 10.5. Supplier shall not be responsible for delays resulting from work required for tasks beyond the scope of contract. 11. TERMINATION 11.1. Owner shall have the right to terminate all or any part of this Contract for cause or its convenience as set forth in ARTICLE X. TERMINATION. 112. Owner's obligations under Article Warranty shall survive termination or cancellation. 12. SUSPENSION OF WORK 12.1. Owner reserves the right to suspend and reinstate execution of the whole or any part of the Work without invalidating the provisions of the Contract. Orders for suspension or reinstatement of the Work will be issued by Owner to Supplier in writing. The time for completion of the Work will be extended for a period equal to the time lost by reason of the suspension. Any suspensions of work extending beyond ATTACHMENT 1 - GENERAL CONDITIONS MKE/465580 PAGE - 6 MARCH 19, 2013 • CITY OF OSHKOSH CENTRIFUGE UPGRADE 6 months in the aggregate shall require the approval Supplier or the Agreement will be considered teiuiinated for convenience under Article XI. 13. PAYMENT 13.1. Supplier shall invoice Owner on a complete and accurate Owner supplied payment request form in the percent complete amounts as described below. Owner will make payment within 30 days of Engineer's approval of the Supplier's payment request: 13.1.1. Fifteen(15)percent of the Contract amount will be paid by Owner after the complete set of submittals, including shop drawings, acceptable to Engineer have been returned to Supplier. 13.1.2. Ten (10)percent of the Contract amount will be paid by Owner after the delivery of the first cleaned and inspected centrifuge rotating assembly. Ten (10)percent of the Contract amount will be paid by Owner after the delivery of the second cleaned and inspected centrifuge rotating assembly. 13.1.3. Twenty(20)percent of the Contract amount will be paid by Owner after the delivery of the drives and controls for the first centrifuge, along with a complete set of Operation and Maintenance manuals, and provided the requirements of 13.1.1. have been fully met. Twenty(20)percent of the Contract amount will be paid by Owner after the delivery of the drives and controls for the second centrifuge. 13.1.4. Ten (10)percent of the Contract amount shall be paid by Owner upon successful completion of the first upgraded centrifuge installation, startup, Owner personnel training, and fulfillment of all contractual obligations concerning installation, startup services and performance testing. Ten (10) percent of the Contract amount shall be paid by Owner upon successful completion of the second upgraded centrifuge installation and startup, and fulfillment of all contractual obligations concerning installation, startup services and performance testing. 13.1.5. The remaining five (5) percent will be paid upon final acceptance of the Work. 13.1.6. Acceptance by Supplier of the final payment shall be a release to Owner from all claims and liability hereunder for anything done or furnished in connection with the Work, or for any act or neglect of Owner or of any person relating to or affecting the Work. MKE/465580 ATTACHMENT 1 - GENERAL CONDITIONS MARCH 19, 2013 PAGE - 7 CITY OF OSHKOSH CENTRIFUGE UPGRADE 14. INSURANCE REQUIREMENTS 14.1. For PRODUCTS or SERVICES requiring Supplier's presence on any Owner property, the Supplier shall, during the tenn of this Agreement and until completion thereof,provide and maintain the coverages set forth in ARTICLE IX. INSURANCE. 15. HOLD HARMLESS AGREEMENT 15.1. The Supplier agrees to protect, defend, indemnify and hold harmless Owner as set forth in ARTICLE VIII. SUPPLIER TO HOLD CITY HARMLESS. 16. LAWS AND REGULATIONS 16.1. All applicable State of Wisconsin and federal laws, ordinances, licenses and regulations of a governmental body having jurisdiction shall apply to the award throughout as the case may be, and are incorporated here by reference. The courts of the State of Wisconsin shall be the venue for resolution of disputes. 17. FORCE MAJEURE 17.1. For the purpose hereof, force majeure shall be any of the following events: acts of God or the public enemy; compliance with any order, rule, regulation, decree, or request of any governmental authority or agency or person purporting to act therefore; acts of war,public disorder, rebellion, terrorism, or sabotage; floods, hurricanes, or other similar unusual storms; strikes or labor disputes; or any other cause, whether or not of the class or kind specifically named or referred to herein, not within the reasonable control of the party affected. 17.2. A delay in or failure of performance of either party shall not constitute a default hereunder nor be the basis for, or give rise to, any claim for damages, if and to the extent such delay or failure is caused by force majeure. 17.3. The party who is prevented from performing by force majeure (i) shall be obligated, within a period not to exceed fourteen (14) days after the occurrence or detection of any such event, to give notice to the other party setting forth in reasonable detail the nature thereof and the anticipated extent of the delay, and(ii) shall remedy such cause as soon as reasonably possible. END OF SECTION ATTACHMENT 1 - GENERAL CONDITIONS MKE/465580 PAGE - 8 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE PART 3 GENERAL REQUIREMENTS PART 1 GENERAL 1.01 SUBMITTALS, SHOP DRAWINGS AND OPERATIONS AND MAINTENANCE MANUALS A. The requirements specified in paragraphs 1.02 through 1.06 pertain to the centrifuge control system upgrades, new main drives, and new back drives. 1.02 SUBMITTALS -PROCEDURES A. Direct submittals to Engineer at the following address: 1. CH2M HILL Attn: Sharon Laurent 135 S. 84th Street, Suite 400 Milwaukee, WI 53214 E-mail: Sharon.Laurent @ch2m.com. B. Number of Copies: 1. Shop Drawings: a. 4 copies, or b. 1 copy and electronic submittal. 2. Informational Submittals: a. 2 copies, or b. 1 copy and electronic submittal. 3. Operation and Maintenance Data: As required below. C. Electronic Submittals: Submittals may be made in electronic format. 1. Each submittal shall be an electronic file in Adobe Acrobat Portable Document Foimat(PDF). Use the latest version available at time of execution of the Agreement. 2. Electronic files that contain more than 10 pages in PDF format shall contain internal bookmarking from an index page to major sections of the document. 3. PDF files shall be set to open`Bookmarks and Page"view. 4. PDF files shall be set up to print legibly at 8.5-inch by 11-inch or 11-inch by 17-inch. No other paper sizes will be accepted. 5. Submit new electronic files for each resubmittal. MKE/465580 ATTACHMENT 2 - GENERAL REQUIREMENTS MARCH 19, 2013 PAGE - 1 CITY OF OSHKOSH CENTRIFUGE UPGRADE 6. Include a copy of the Transmittal of Submittal form with each electronic file. D. Transmittal of Submittal: 1. Supplier shall review each submittal and check for compliance with Specifications. 2. Identify each submittal with the following: a. Sequentially number each submittal. b. Resubmission of submittal shall have original number with sequential alphabetic suffix. c. Date of transmittal. 3. Identify and describe each deviation or variation from Contract Documents. E. Processing Time: 1. Time for review shall conunence on Engineer's receipt of submittal. 2. Engineer will transmit response to Supplier not later than 15 days after receipt. 3. Resubmittals will be subject to same review time. 4. No adjustment of Contract Times or Price will be allowed as a result of delays in progress of Work caused by rejection and subsequent resubmittals. If more than two submittals are required due to the Supplier not addressing Engineer's comments, supplier shall reimburse Owner for the additional Engineer's review time at a rate of$150/hour. F. Resubmittals: Clearly identify each correction or change made. G. Submittal Dispositions: Engineer will review, comment, stamp, and distribute as noted: 1. Approved: Supplier may incorporate product(s) or implement Work covered by submittal. 2. Approved as Noted: Supplier may incorporate product(s) or implement Work covered by submittal, in accordance with Engineer's notations. 3. Partial Approval, Resubmit as Noted: a. Make corrections or obtain missing portions, and resubmit. b. Except for portions indicated, Supplier may begin to incorporate product(s) or implement Work covered by submittal, in accordance with Engineer's notations. 4. Revise and Resubmit: Supplier may not incorporate product(s) or implement Work covered by submittal. ATTACHMENT 2 - GENERAL REQUIREMENTS MKEi465580 PAGE - 2 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE 1.03 SUBMITTALS - GENERAL A. Complete Supplier's specifications, including material description. B. Recommended spare parts and spare parts cost information. C. List of special tools/instruments furnished with the equipment. D. List of materials and supplies furnished with the equipment. E. Approximate shipping weight of the equipment and, if shipped unassembled, the number of components and approximate weight of each. F. Recommended handling, storage and protection instructions. 1.04 SHOP DRAWINGS A. Supplier shall submit such shop drawings and/or catalog cuts required for installation of the equipment. These drawings shall be accurate in every detail, and shall contain all information necessary to relate the equipment to the Specifications. B. Where the installation of the equipment requires coordination with work performed by others, such as installation of required embedded items furnished either by Supplier or by others, such coordination shall be clearly identified and indicated on the shop drawings. C. No work shall be performed in connection with the fabrication or manufacture of materials and equipment, nor shall any accessory or appurtenance be purchased until the shop drawings and data have been reviewed and returned to Supplier as being approved or otherwise accepted, except at Supplier's own risk and responsibility. D. Should Supplier propose any item on his shop drawings, or incorporate an item into the work, and that item should subsequently prove to be defective or otherwise unsatisfactory, (regardless of Engineer's review), Supplier shall, at his own expense, replace the item with another item that will perform satisfactorily. 1.05 INFORMATIONAL SUBMITTALS A. Certificates: 1. Certificates of Successful Testing or Inspection. 2. Manufacturer's Certificate of Compliance. MKE/465580 ATTACHMENT 2 - GENERAL REQUIREMENTS MARCH 19, 2013 PAGE - 1 CITY OF OSHKOSH CENTRIFUGE UPGRADE 3. Manufacturer's Certificate of Proper Installation. B. Test, Evaluation, and Inspection Reports for New Equipment: 1. Factory: a. Identification of product, type of inspection or test with referenced standard or code. b. Date of test, Project title and number, and name and signature of authorized person. c. Test results. d. If test or inspection deems material or equipment not in compliance with standard or code, identify corrective action necessary to bring into compliance. e. Provide interpretation of test results. 2. Field: a. As a minimum, include the following: 1) Project title and number. 2) Date of test. 3) Identification of product. 4) Type of test or inspection. 5) If test or inspection deems material or equipment not in compliance with standard or code, identify corrective action necessary to bring. into compliance. 6) Provide interpretation of test results,when requested by Engineer. 1.06 OPERATION AND MAINTENANCE (O&M) MANUALS A. Definitions: 1. Preliminary Data: Initial and subsequent submissions for Engineer's review. 2. Final Data: Engineer-accepted data, submitted as specified herein, within 30 days of receipt. B. Sequencing and Scheduling: 1. Preliminary Data: a. Do not submit O&M Manual until Shop Drawings for equipment or system have been reviewed and approved by Engineer. Review to be within 30 days of receipt. b. Submit three (3) copies not less than 90 days prior to equipment shipment date. ATTACHMENT 2 - GENERAL REQUIREMENTS MKE/465580 PAGE -4 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE 2. Final Data: Submit Instructional Manual Formatted data not less than 60 days prior to installation of equipment or system. Submit six (6) copies of compilation formatted and electronic media formatted data at least 90 days prior to substantial completion of project. C. Data Format: 1. Prepare preliminary data in data compilation format. 2. Prepare final data in data compilation format and on electronic media. D. Data Compilation Foiinat: 1. Compile all Engineer-accepted preliminary O&M data into a hard-copy, hard-bound set. 2. Each set shall consist of the following: a. Binder: Commercial quality,permanent, three-ring or three-post binders with durable plastic cover. b. Cover: Identify each volume with typed or printed title "OPERATION AND MAINTENANCE DATA, and list: 1) Project title. 2) Owner's name. c. Provide each volume with title page and typed table of contents with consecutive page numbers. d. Table of contents neatly typewritten, arranged in a systematic order: 1) Include list of each product, indexed to c_ontent of each volume. 2) Designate system or equipment for which it is intended. 3) Identify each product by product name. e. Section Dividers: Heavy, 80 pound cover weight, tabbed with numbered plastic index tabs. E. Electronic Media Format: 1. Portable Document Format(PDF): a. After all preliminary data has been found to be acceptable to Engineer, submit Operation and Maintenance data in PDF format on CD media. b. Files to be fully functional and viewable in most recent version of Adobe Acrobat. 2. Word and Excel Documents: All O&M documents and data files shall also be submitted in Word or Excel format on CD media. F. Each instruction manual shall include, but not be limited to, the following: 1. Diagrams and illustrations. MKE/465580 ATTACW 4ENT 2 - GENERAL REQUIREMENTS MARCH 19, 2013 PAGE - 1 CITY OF OSHKOSH CENTRIFUGE UPGRADE 2. Detailed description of the function of each principal component of the system. 3. Performance and nameplate data. 4. Installation instructions. 5. Procedure for starting. 6. Proper adjustment. 7. Test procedures. 8. Procedure for operating. 9. Shutdown instructions. 10. Emergency operating instructions and troubleshooting guide. 11. Safety precautions. 12. Maintenance and overhaul instructions which shall include detailed assembly drawings with part numbers,parts list, instructions for ordering spare parts, and complete preventive maintenance instructions required to ensure satisfactory perfoimance and longevity of the equipment. 13. Procedures for calibrating equipment as appropriate. 14. Contact information for requesting assistance from Supplier. 15. Contact information for ordering spare parts. G. The manual shall be complete in all respects for all equipment, accessories, and associated appurtenances. Incomplete manuals will be returned to Supplier within 21 days of receipt for corrections and resubmittal. If more than two resubmittals are required Supplier shall reimburse Owner for the additional Engineer's review time at a rate of$150/hour. 1.07 SUPPLIFR'S CENTRIFUGE REHABILITATION SERVICES A. Modifications shall be made to the existing two centrifuges identified in the Contract Documents. B. Transportation of Centrifuges to Supplier's Facility: Supplier will provide instructions to Owner for handling,palletizing and loading centrifuge rotating assembly, complete with gear unit, on to Supplier's truck for transport to Supplier's facility. C. Inspection by Service Provider at their Facilities: 1. Draw gear unit oil sample and inspect for contamination. 2. Inspect and remove thrust bearing. Document condition of bearings, seals and snap rings. 3. Remove solids bowl head and inspect condition of scroll bearing, seals and bearing surfaces. 4. Inspect solids discharge ports for wear. ATTACHMENT 2 - GENERAL REQUIREMENTS MKE/465580 PAGE - 6 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE 5. Remove liquid end bowl head and inspect condition of scroll bearings seals and surfaces. 6. Inspect and remove main bearings from bowl heads. Inspect fits and all bearings surfaces. Remove internals scroll and gage to original equipment manufacturer(OEM)profile. Inspect all welds for erosion and stress cracking. Use dye penetrant as required. Evaluate the wear to the original tip profile. Inspect the wear at the transition. Inspect the wear to the feed zone and feed ports if any. 7. Repeat contour inspection through solids discharge location. 8. Inspect wear to bowl strips. Inspect conical transition zone. Inspect solids discharge weir. Inspect external surface for any signs of contact or wear. Inspect interior surface for any signs of wear or damage. 9. Provide detailed report of inspection findings, including digital photographs documenting as-received condition. Report shall include recommended repair scope of work and associated additive or deductive pricing for any proposed scope items. D. Rehabilitation/Rebuild by Supplier: 1. Rotating Assembly: Re-assemble the rotating assembly,test the re- assembled rotating assembly, and prepare rotating assembly for shipment to Owner in accordance with the Agreement Attachment 4 - Scope of Services: Alfa Laval Sharples DS-706 Disassemble, Clean, Inspect(DCI) and Tune Up E. Reinstallation of Rotating Assembly by Owner: 1. Shipment by Supplier to Owner, in accordance with Supplier's protection, handling and shipping instructions. 2. Unloading and installation by Owner, in accordance with Supplier's instructions. 3. Documentation by Supplier of post-rehabilitation operating state of equipment and comparison to pre-rehabilitation conditions (including motor amps, vibration levels, oil pressures, flow, gear temp and bearing temperatures and noise). 4. Supplier shall have representative present onsite to certify proper re- installation of rotating assembly. 1.08 SUPPLIER'S SERVICES DURING INSTALLATION A. Competent and experienced technical representatives shall represent the Suppliers of all equipment and systems as may be necessary to resolve assembly or installation problems at the worksite which are attributable to, or associated with, the equipment furnished. MKE/465580 ATTACHMENT 2 - GENERAL REQUIREMENTS MARCH 19, 2013 PAGE - 1 CITY OF OSHKOSH CENTRIFUGE UPGRADE B. A Supplier's representative shall certify in writing stating that the system has been installed in accordance with the Supplier's recommendation and has been inspected by a Supplier's authorized representative, that it has been serviced with the proper initial lubricants, that applicable safety equipment has been properly installed and that the proper electrical and mechanical connections have been made. C. Initial equipment and system adjustment and calibrations shall be performed in the presence of, and with the assistance of, the Supplier's representative. The above-mentioned Supplier's certification shall include the statement that proper adjustments have been made, and that the equipment or system is ready for plant startup and operation. D. Where plant startup services are called for in the Specifications, or when technical assistance is necessary due to any malfunction of the system furnished, the Supplier's representative shall furnish such services. These services shall continue until such times as the applicable system has been successfully performance tested and has been accepted by Owner for full-time operation and beneficial use. E. Where training is called for in the Specifications, the Supplier's representative shall furnish detailed instructions to Owner's personnel for operation of the specified equipment. These training services shall include pre-startup classroom and onsite equipment instruction and/or post-startup classroom and onsite equipment instruction, as stated in the Specifications. 1.09 SCHEDULE REQUIREMENTS A. Within 14 days of Notice to Proceed,provide Owner with a schedule showing expected start date, duration, and completion date for the following: 1. Shop drawing submittal. 2. O&M manual submittal. 3. Start of manufacture for new drives and controls. 4. Start of disassemble, clean, inspect(DCI) for each centrifuge rotating assembly. 5. Factory testing of new equipment. 6. Shipment of new equipment. 7. Shipment of centrifuge rotating assemble following Repair. 8. Field services. ATTACHMENT 2 - GENERAL REQUIREMENTS MKE/465580 PAGE - 8 MARCH 19, 2013 CITY OF OSHKOSH CENTRIFUGE UPGRADE PART 2 PRODUCTS (NOT USED) PART 3 EXECUTION 3.01 PREPARATION FOR SHIPMENT A. Insofar as is practical, new equipment shall be factory assembled. The equipment parts and assemblies that are, of necessity, shipped unassembled shall be furnished with an assembly plan and instructions. The separate parts and assemblies shall be match-marked or tagged in a manner to facilitate field assembly of the equipment. B. Generally, machined and unpainted parts subject to damage by the elements shall be protected with an application of a strippable protective coating. C. Equipment shall be packaged or crated in a manner that will protect equipment from damage during shipping, handling, and storage. D. The outside of the package or crate shall be adequately marked or tagged to indicate its contents by equipment name, Contract number, and equipment number if applicable; approximate weight; state any special precautions for handling. 3.02 PACKAGING AND DELIVERY OF SPARE PARTS AND SPECIAL TOOLS A. Spare parts and special tools shall be properly marked to identify the associated equipment by name, equipment, and part number. Parts shall be packaged in a manner for protection against damage from the elements during shipping, handling, and storage. Spare parts and special tools shall be shipped in appropriately sized, hinged-cover, wood or metal boxes. The boxes shall be marked to indicate the contents and use. Delivery of special tools shall be made prior to the time the associated equipment is scheduled for the initial test run. 3.03 UNLOADING EQUIPMENT AT POINT OF RECEIPT A. Unloading equipment at the jobsite shall be by Owner. Owner will require a 15-day advance notice of delivery day followed by a 48-hour notice prior to the expected delivery time at the designated location. The 48-hour notice must include the approximate hour of delivery which shall be during regular daytime working hours at the wastewater treatment plant site, Monday through Friday, 7:30 am to 3:00 pin. MKE/465580 ATTACHMENT 2 - GENERAL REQUIREMENTS MARCH 19, 2013 PAGE - 1 CITY OF OSHKOSH CENTRIFUGE UPGRADE 3.04 PERFORMANCE TESTING A. Performance Requirements: Prior to Substantial Completion and acceptance for beneficial use by Owner, each upgraded centrifuge shall be subject performance testing. Performance testing will be conducted by Owner and will consist of 30 consecutive days of operation. The performance of the upgraded centrifuge will be compared to the performance of an existing centrifuge or and accepted upgraded centrifuge. The purpose of the performance testing is to verify that upgraded centrifuges perform as well, or better, than Owner's existing centrifuges. Parameters that will be compared during side-by-side operation include the following: Minimum dewatered cake solids,percent Minimum solids capture,percent Liquid loading rate, gpm Solids loading rate, lb/hr Maximum wash cycle flow rate, gpm Maximum polymer dosage Pounds of active polymer per dry ton solids B. Performance Testing and Report: 1. Owner will conduct side-by-side performance test of each upgraded centrifuge and document performance. Prior to conducting side-by-side testing, Owner will verify both centrifuges have similar performance prior to upgrade and note any performance dissimilarities. Performance data will be summarized in a performance test report, along with other key operating conditions. The performance test results provide the basis for determining Substantial Completion and acceptance by Owner of each centrifuge. If an upgraded centrifuge fails to perform as well or better than existing centrifuge performance, Supplier shall provide additional services, equipment, products needed to troubleshoot and remedy the new equipment. 2. Sludge feed rate will be verified using Owner's existing flow meter. Composite grab samples of feed and polymer will be taken during the test first and fourth hour. The cake and centrate samples will be taken once an hour and. The centrifuge vibration will be recorded once an hour. 3. A performance test report will be submitted after a 4 hour performance test meeting or exceeding the parameters as stated. The report will compare measured results to performance requirements. The report will include test data forms, observations, suggestions to improve performance and conclusions. END OF SECTION ATTACHMENT 2 - GENERAL REQUIREMENTS MKE/465580 PAGE - 10 MARCH 19, 2013 February 13, 2013 I Linda Mohr I Alfa Laval, Inc. CH2M Parts and Service 135 S. 84th Street, Suite 400 955 Mearns Road Milwaukee, WI 53214 Warminster, PA 18974 414-847-0205 Tel: +1 704-562-3632 Fax: +1 804-545-2790 Quote No. P&S-13-102 www.alfalaval.com -% DS 706 Decanter Centrifuge Upgrade Proposal City of Oshkosh, WI Page 1 of 4 City of Oshkosh Centrifuge Upgrades Linda Mohr February 13, 2013 CH2M Summary Alfa Laval is pleased to present this proposal to upgrade two (2) DS-706 decanter centrifuges (S/N 96-DS706-21 and S/N 96-DS706-016) at the Oshkosh WWTP. The scope of supply includes furnishing new 250 HP main drive and 75 HP back drive AC inverter duty motors (75 total installed HP reduction from existing 300 HP main drive and 100 HP back drive motors), new main and backdrive ABB ACS 800 Variable Frequency Drives, new free standing, fan ventilated NEMA 12 Starter/VFD panels, new free standing NEMA 12 Control panels complete with A-B CompactLogix and PanelView Plus 6 1000 HMI, one year warranty, required drawings/documentation, and start- up/commissioning/training services. Background The City of Oshkosh currently utilizes two (2)Alfa Laval/Sharples DS-706 decanter centrifuges for biosolids dewatering. Each centrifuge has a 300 HP VAC Wye-Delta main drive starter/motor, 100 HP DC back drive drive/motor, and outdated Automatic Backdrive Controllers (ABC) Mark II. The ABCs were Alfa Laval's state-of-the-art centrifuge control technology back when they were originally implemented. Subsequent product development has led to the introduction of Dual VFD main/back drives and a superior open architecture , PLC-based centrifuge control system including our Power Loss Ride Through feature, which prevents nuisance centrifuge shutdowns during power grid dips and sags. Wye-Delta starters dictate the need for 300 HP main drive motors. By converting to AC inverter duty, VFD driven main drives, the installed HP can be reduced to 250 HP. The back drive motor can also be reduced to 75 HP by converting to AC inverter duty, VFD driven back drive system. It must be noted however that the HP reduction is primarily limited to installed horsepower, not consumed HP during normal operation. Less energy will be required to start the centrifuges using VFDs but again, it is negligible and not worthy of basing payback on. Some of the benefits of upgrading to the state-of-the-art Alfa Laval/Allen-Bradley Control System, AC Motors and ABB VFDs include: • Ensure efficient and safe centrifuge operation for many years to come • Power Loss Ride Through feature eliminates nuisance shutdowns during power brown/black-outs, which significantly reduces centrifuge downtime • Increase centrifuge dewatering performance • Eliminate the maintenance associated with DC drives and brushes • Preempting the future cost of repairing/replacing ABC controllers • The ABC Mark II is ending its lifecycle and will have limited future support • Enhanced process with the latest, most advanced back-drive control algorithms • Condition monitoring becomes possible to allow for predictive maintenance • The new controls are not proprietary and can be easily upgraded with via software Page 2 of 4 City of Oshkosh Centrifuge Upgrades Linda Mohr February 13, 2013 CH2M Revised Proposal based on the Scope of Supply defined by CH2M Hill and the City of Oshkosh and including additional Control Panels, upgrade to CompactLogix PLC and additional modules: SCOPE OF SUPPLY PRICE Control Upgrades, Main Drive & Backdrive $297,926 Upgrades for Two (2) DS-706 Centrifuges: • Replace existing 300 HP motors and existing starters with new Included 250 HP AC inverter duty motors and new ABB ACS 800 VFDs. • Replace existing 100 HP DC motors and existing starters with Included new 75 HP AC inverter duty motors and new ABB ACS 800 VFDs • Motor Bases if required Included • Furnish two (2) new fan ventilated NEMA 12 StarterNFD Included panels that shall be located on existing equipment pads (100 inch wide by 30 inch deep) and allow for bottom entry of existing electrical conduit • Furnish two (2) new NEMA 12 Control panels that shall be Included located on existing equipment pads (32 inch wide x 30 inch deep) and allow for bottom entry of existing electrical conduit • Furnish Control Panels with a new Allen-Bradley CompactLogix Included Control PLC (L32E processor, plus 1768-ENBT Ethernet Module shall be supplied for the future and the existing plant network) with PanelView Plus 6 1000 10" touch screen HMI, a memory map structured identical to the existing centrifuge systems using PLC5 emulated data tables will be accessible over Ethernet to plant SCADA, additional control/status mappings will be added to the end of memory map to minimize programming changes to plant SCADA (the City of Oshkosh to provide existing PLC5 program). • Warranty: 12 months (2 year warranty on VFDs) Included • Three (3) copies of O&M Manuals, Bill Of Materials, Installation Included Wiring Diagram, Sequence. of Operation • 15 man-days/3 trips of field service for commissioning, $32,183 installation certification, training of WWTP personnel • TOTAL, including FOB, Oshkosh WWTP $330,109 Notes of Clarification: 1. We anticipate a budgetary allowance of fifteen (15) service days, three (3) trips for start-up assistance will be required to fully commission the two (2) centrifuges (10 days for ABB and 5 days for Alfa Laval). Alfa Laval would invoice Oshkosh only for actual service days used. Additional service time resulting from delays beyond the control of Alfa Laval will be charged in accordance with the field service rate schedule in effect at the time of service. 2. Warranty covers defects in materials and workmanship for twelve (12) months after installation or eighteen (18) months after shipment and delivery to Oshkosh whichever occurs first Page 3 of 4 City of Oshkosh Centrifuge Upgrades Linda Mohr February 13, 2013 CH2M The following are specifically excluded from the scope of supply: • Removal/disposal of existing equipment • Mechanical/Electrical installation of new equipment • Integration to external control systems outside of those in this scope • Functionality and configuration of internal and external existing field instrumentation/devices required for Centrifuge operation • Bonds, permits, or taxes Payment Terms (Equipment): • 10% upon submittal approval, net 30 days • 90% upon shipment, net 30 days Payment Terms (Field Service): • 100% upon services rendered, net 30 days Freight: FOB jobsite, included in sale price Delivery: Typical lead time for drawing submittal package is 8-10 weeks from receipt of commercially acceptable purchase order and delivery of hardware is 10-12 weeks after receipt of submittal approval This quotation is valid for 90 days from the date of issuance and is subject to the attached Alfa Laval Terms and Conditions of Sale. Please don't hesitate to contact me to discuss any questions regarding this proposal. Sincerely, Eugene Crowell, MSCE/BSEE Sales Engineer, Process Parts & Service Sales Tel direct: 1-215-443-4147- Mobile: 1-267-353-2502 - Fax: 1-804-588-5116. eugene.crowell(a�alfalaval.com cc: Jan Brandenburg, City of Oshkosh Eugene Uklonsky, Alfa Laval Page 4of4 excise, sales, use, occupational, processing, transportation or like taxes now in force or enacted in the TERMS AND CONDITIONS OF SALE future. You shall pay any taxes we may be required to collect or pay now or at any time in the future (including These Terms and Conditions Apply to All Quotations, interest and penalties imposed by any governmental Orders, and Contracts for Alfa Laval Inc. Products authority), or any taxes you may be required to pay, that (hereafter "Equipment"). As used in these Terms and are imposed upon the sale, delivery or support of Conditions of Sale, the word "Equipment" includes all Equipment purchased or licensed as a part of this order, hardware, parts, components, software and options. or you shall provide us with a tax exemption certificate acceptable to the appropriate taxing authorities. 1. ACCEPTANCE: Our sale to you is limited to and expressly made conditional on your assent to the 5. CREDIT AND PAYMENT: Unless otherwise terms and conditions of sale herein and, if applicable, on noted on the face hereof payment for Equipment shall be the attendant quotation, both of which form a part of this (30) days net. Pro rata payments shall become due with order and which supersede and reject all prior partial shipments. Any discount period which may be agreements, representations, discussions or granted by us begins on the invoice date and all negotiations, whether written or oral, with respect hereto payments are due 30 days after the invoice date. All and any conflicting terms and conditions of yours, or any payments shall be made without deduction, deferment, statement therein, whether or not signed by you. We will set-off, lien or counterclaim of any nature. All amounts furnish only the quantities and Equipment specifically due not paid within 30 days after the date such amounts listed on the face hereof or the pages attached hereto. are due and payable shall bear interest at the lesser of We assume no responsibility for terms or conditions of, 1.5 percent per month or the maximum rate of interest or for furnishing other equipment or material shown in, allowed by law. We reserve the right at any time to any plans and/or specifications for a project to which the suspend credit or to change credit terms provided herein, Equipment quoted or ordered herein pertain or refer. when, in our sole opinion, your financial condition so warrants. Failure to pay invoices when such invoices are 2. PRICES: Unless otherwise specified in writing, due and payable, at our election, shall make all all quoted prices are firm for thirty (30) days from the subsequent invoices immediately due and payable date of offer. Stenographic, clerical and mathematical irrespective of terms, and we may withhold all errors are subject to correction. subsequent deliveries until the full account is settled. We shall not, in such event, be liable for delay of 3. DELIVERY: Dates for the furnishing of services performance or nonperformance of contract in whole or and/or delivery or shipment of Equipment are in part subsequent to such event. approximate only and are subject to change. Quoted lead times are figured from the date of receipt of 6. CANCELLATIONS AND CHANGES: Orders complete technical data and approved drawings as such which have been accepted by us are not subject to may be necessary. We shall not be liable, directly or cancellation or changes in specification except upon prior indirectly, for any delay in or failure to deliver caused by written agreement by us and upon terms that will carriers or delays from labor difficulties, shortages, indemnify us against all losses resulting from or arising strikes or stoppages of any sort, failure or delay in out of such cancellation or change in specifications. In obtaining materials from ordinary sources, fires, floods, the absence of such indemnification, we shall be entitled storms, accidents, or other acts of God or force majeure, to recover all damages and costs of whatever nature by any statute, regulation, administrative order or decree permitted by the Uniform Commercial Code. or order or judgment of a court of law or other causes beyond our reasonable control. Unless otherwise 7. DEFERRED SHIPMENT: If shipment is deferred specifically agreed in writing by us, in no event shall we at your request, payment of the contract price shall be liable for any damages or penalties whatsoever, or become due when you are notified that the Equipment is however designated, resulting from our failure to perform ready for shipment. If you fail to make payment or or delay in performing due to any of the causes specified furnish shipping instructions we may either extend the in this paragraph 3. time for so doing or cancel the contract. In case of deferred shipment at your request, storage and other 4. SHIPMENT, RISK OF LOSS, TAXES: Prices reasonable expenses attributable to such delay shall be are in U.S. Dollars, F.O.B. Alfa Laval shipping point, payable by you. unless otherwise noted. Duty, brokerage fees, insurance, packing and handling as applicable are not 8. EQUIPMENT WARRANTY AND REMEDY: included unless otherwise noted. Our prices do not (a) For new Equipment only, we warrant to include federal, state, municipal or other government you that the Equipment that is the subject of this sale is Sale Terms and Conditions Page 1 Rev 032204 free from defects in design (provided that we have maintenance, (iv) damage caused by unauthorized or design responsibility), material and workmanship. The improper installation of attachments, repairs or duration of this warranty is twelve (12) months from modifications, (v) damage caused by a product or delivery to you (the 'Warranty Period"). If you discover component part which we did not design, manufacture, within the Warranty Period a defect in design, material or supply or repair, or(vi) any other abuse or misuse by you workmanship, you must promptly notify us in writing, or any third party. Within a reasonable time after such notification, we will correct any such defect with either new or used 9. LIMITATION OF LIABILITY: In no event shall replacement parts, at our option. Such repair, including we be liable, and you hereby waive any claims against both parts and labor, is at our expense. us and release us from liability to you, for any indirect, special, punitive, incidental, or consequential damages (b) For repairs, parts and service provided whatsoever based upon breach of warranty, breach of by us, we warrant to you that the repairs parts and contract, negligence, strict tort, or any other legal theory. service we provide to you will be free from defects in Excluded damages include, but are not limited to, loss of material and workmanship. The duration of this warranty profits, loss of savings or revenue, loss of use of the is ninety (90) days from as applicable (i) the date the Equipment or any associated equipment, cost of capital, machine which required the repairs, parts or service is cost of any substitute Equipment, facilities or services, returned to you by us, (ii) the date of your receipt of the downtime, the claims of third parties including customers, part, or(iii)the date of repair, if performed at your facility. and injury to property. This limitation does not apply to If during this ninety day period you discover a defect in claims for personal injury. Some states do not allow the repairs, parts or service you must promptly notify us limits on warranties, or on remedies for breach in certain in writing. transactions. In such states, certain of the limitations in this paragraph and in subparagraph 8(c)may not apply. (c) All warranty service is subject to our prior examination and approval and will be performed by 10. OWNERSHIP: All drawings, designs and us at your facility or at service centers designated by us. specifications supplied by us have been prepared or All transportation to and from the designated service assembled by us and are solely our property. Such center will be at our expense. If we are unable to repair drawings, designs and specifications have been the Equipment to conform to the warranty after a furnished in order to provide full documentation and on reasonable number of attempts, we will provide, at our the condition that they shall not be reproduced or copied option, one of the following: (i) a replacement for such in any manner whatsoever, in whole or in part, except for Equipment, or (ii) full refund of the purchase price. your internal use as necessary, and upon the further These remedies are your exclusive remedies for breach condition that, as our sole property, they shall not be of warranty. Unless otherwise agreed in writing by us, used, in whole or in part, for furnishing information to our warranty extends only to you and is not assignable to others or for any purpose not specifically authorized in a or assumable by any subsequent purchaser, in whole or writing signed by one of our corporate officers. These in part, and any such attempted transfer shall render all ownership provisions shall not be superseded by any warranties provided hereunder null and void and of no printed form used in connection with or arising out of a further force or effect. sale induced by a proposal or otherwise. (d) We will use all reasonable efforts to 11. PATENT INFRINGEMENT obtain for you any manufacturer's guarantees or (a) We warrant that the Equipment in the warranties for any sub-assemblies included in the condition sold to you is free of the rightful claim of Equipment. To the extent such warranties are infringement of any apparatus claims of any third-party assignable, we hereby assign to you all warranties that U.S. patent issued as of the date of our acknowledgment are granted to us by our suppliers of any sub-assemblies and acceptance of your order, and we will defend, contained in the Equipment. indemnify and hold you harmless from such claims; provided, however, we make no express or implied (e) The warranties set forth above are warranties of non-infringement and undertake no inapplicable to and exclude (i) any product, components indemnification in respect of third-party rights where the or parts not manufactured by us or covered by the alleged patent infringement is based upon or related to (i) warranty of another manufacturer, (ii) damage caused by any method, process or product claims in third-party U.S. accident or the negligence of you or any third party, patents; (ii) any combination of the Equipment with other normal wear and tear, erosion, corrosion or by disasters equipment not supplied by us; or(iii) any modifications of such as fire, flood, wind and lightning, (iii) damage the Equipment made by you and not approved by us. caused by your failure to follow all installation and operation instructions or manuals or to provide normal Sale Terms and Conditions Page 2 Rev 032204 • (b) You shall notify us within 30 days of your have notified us of the existence and contents of such receipt of notice of an alleged third-party patent standards and we have agreed in writing to the infringement claim that would entitle you to patent incorporation of such standards in the specifications infringement indemnification pursuant to paragraph relating to such Equipment. Nothing in this provision 11(a), and we shall thereupon assume defense of the shall operate to modify or affect in any manner claim at our expense. We shall have the sole right to whatsoever our disclaimer of any liability for settle or otherwise compromise such a third-party claim, consequential damages contained elsewhere in these including but not limited to the right to either (i) modify terms and conditions of sale. the Equipment to avoid infringement if you are agreeable to the modification, (ii) repurchase the Equipment from 13. INSPECTION: Upon prior written notice, you you at a price equal to the then-current fair market value may make reasonable inspections of Equipment at our of the Equipment, or (iii) secure rights by assignment or facility. We reserve the right to determine the license to permit continued use of the Equipment. reasonableness of the request and to select an appropriate time and location for such inspection. You (c) If a third party charges us with patent agree to execute appropriate confidentiality provisions infringement relating to Equipment sold by us to you, we upon our request prior to visiting our facility. All costs of shall have the right to either (i) modify the Equipment to inspection shall be solely determined by us and shall be avoid infringement if you are agreeable to the payable by you. No inspection or expediting by you at modification, (ii) repurchase the Equipment from you at a the facilities of our suppliers is authorized. price equal to the then-current fair market value of the Equipment, or(iii) secure rights by assignment or license 14. SOFTWARE PROVISIONS: If software is to permit continued use of the Equipment. If a third party provided hereunder, you are granted a nonexclusive, charges us with patent infringement on the bases set royalty free license only for your use of the software forth in paragraph 11(a)(i), (ii) or (iii), you shall hold us provided with our Equipment. Under this license you harmless for all expenses and awards of damage may: (i) use our software in machine readable object assessed against us, and we shall also have the right to code only and only with the Equipment provided; (ii) copy modify or repurchase the Equipment or to secure rights our software into any machine readable object code form for continued use by way of assignment or license as set for back up purposes in support of your use of our forth in this paragraph. software on the Equipment provided; and (iii) create one additional copy of the software for archival purposes (d) Our total, cumulative liability under only. This license may not be assigned, sublicensed or paragraphs 11(a), (b) and/or (c) is limited to 100% of the otherwise transferred by you without our prior written price paid to us by you for the Equipment. consent. You hereby recognize and acknowledge that the software provided to you hereunder comprises 12. SAFETY AND HEALTH STANDARDS: The valuable trade secret and/or copyright property of Alfa Equipment described herein (or on the specifications Laval [or its licensor] and you covenant that you will take provided herewith) complies with applicable safety and adequate precautions against access to the software by, health standards issued pursuant to the Occupational or disclosure of the software to, anyone not authorized Safety and Health Act of 1970 (the Act) and in effect on hereunder to use or have access to the software. this date as such standards are interpreted and understood by us. These standards may be amended 15. TIME LIMIT FOR BRINGING SUIT: Any action and/or their meaning may be clarified prior to shipment or you file against us, whether for breach of contract, performance, and if such change or clarification requires including but not limited to breach of warranty, or for changes in the Equipment described herein, we shall negligence or strict tort, must be commenced within 90 make the necessary changes available to you. You shall days following the expiration of the Warranty Period. pay for any and all such changes at our prices therefor in effect at time of shipment or performance, as the case 16. MODIFICATION OF TERMS: The terms and may be. Because actual compliance by employers with conditions of sale set forth herein are an integral part of the Act is beyond our control, we cannot and do not our proposal and/or confirmation of order. These terms represent that the use of the Equipment described shall not be deemed altered or modified by printed or herein, nor the location, installation or maintenance other "standard" terms in a purchase order, acceptance thereof, will comply with the Act or regulations and or similar document. Our confirmation or standards issued pursuant thereto. We make no acknowledgment of any order is with the express representation of compliance with safety and health understanding that all printed or other "standard" standards contained in any statute, regulations or language on any such documents submitted by you will ordinance of any state or political subdivision thereof be entirely disregarded to the extent that it varies from applicable to the Equipment described herein unless you the terms and conditions of this proposal/order which Sale Terms and Conditions Page 3 Rev 032204 may be modified only by typed or handwritten language in the body of your order, acceptance or similar document, together with a written acknowledgment and acceptance of such modification by us. 17. LIMITATION ON WARRANTIES: THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AN IMPLIED WARRANTY OF MERCHANTABILITY, AN IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND AN IMPLIED WARRANTY OF NONINFRINGEMENT. WE HEREBY EXPRESSLY EXCLUDE FROM THIS CONTRACT THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY OF NONINFRINGEMENT. OUR WARRANTIES AND LIABILITIES HEREUNDER ARE LIMITED AS STATED HEREIN. 18. APPLICABLE LAW: Any controversy or claim arising out of the contract or the breach thereof shall be finally decided with binding effect on both parties by the courts of Virginia and in accordance with the laws of the Commonwealth of Virginia, without giving effect to the provisions thereof relating to conflict of laws. THE EQUIPMENT AND PARTS DESCRIBED IN THESE TERMS AND CONDITIONS OF SALE MAY CAUSE INJURY IF NOT OPERATED PROPERLY AND FOR THIS REASON ALL OPERATORS SHOULD BECOME THOROUGHLY FAMILIAR WITH THE OPERATING INSTRUCTIONS BEFORE OPERATING THE EQUIPMENT. Sale Terms and Conditions Page 4 Rev 032204 February 05, 2013 LiteN.44,,,N■ Linda Mohr i Alfa Laval, Inc. CH2M HILL Parts and Service 135 S. 84th Street, Suite 955 Mearns Road 400 Milwaukee, WI 53214 Warminster, PA 18974 414-847-0205 Tel: +1704-562-3632 Quote No. P&S-13-103 Fax: +1 804 545-2790 www.alfalaval.corn Subject: Alfa Laval Sharpies DS-706 Disassemble, Clean, Inspect (DCI) and Tune-Up Repair Proposal Dear Ms. Mohr, Alfa Laval's Service Center is fully equipped to repair and refurbish your Alfa Laval/Sharples DS-706 (S/N 96-DS706-21 and S/N 96-DS706-016) Rotating Assembly. Our proposal contains two main sections: SECTION I: Disassemble, Clean, and Inspect(DCI) each DS-706 Rotating Assembly; Tune-Up Repairs to each DS-706 Rotating Assembly. Upon completion of the DCI, a formal estimate will be presented to you indicating any recommended repairs to be made and/or required to restore this Decanter to Tune-up specifications. SECTION II: Anticipated additional discovery work items for each DS-706 Rotating Assembly. All repair work will be performed at the Alfa Laval Service Center by factory trained and certified technicians. The tune-up described below can be performed in 10 working days provided advanced notice is given to the Repair Center to allow for scheduling into the workload and insure the availability of parts. Alfa Laval will make arrangements to have a truck pick up the rotating assembly and deliver it to the Repair Center closest to your facility. At the completion of the tune-up, the rotating assembly will be delivered to your location ready to be installed into the frame. Note: If during the inspection of the unit, it is determined that additional parts require replacement or repair, the customer will be notified. All additional parts replaced or repaired with the customer's approval will be done so at an additional cost to the customer. This may also have an impact on the turnaround time. Ms. Linda Mohr January 22, 2013 CH2M HILL Page 2 of 4 SECTION I — DCI &TUNE-UP SCOPE: 1. Transportation of the centrifuge Rotating Assembly unit to the contractor's facility and the return transportation (following the rebuild) to the City of Oshkosh Facility. 2. Disassemble, clean and inspect centrifuge to Tune-up specifications, determine its present condition. Inspection process shall include: a. A full visual and limited dimensional inspection of each component and non-destructive testing were warranted. b. Prepare the Inspection Report. The Inspection Report shall include a recommendation of the necessary repairs and an itemized list of all necessary replacement parts, repairs and services required to rebuild the centrifuge. 3. Replace all centrifuge bearings and all seals, 0-rings, spacers, gaskets and lubricants per OEM specifications. 4. Re-assemble Centrifuge. Re-assembly shall include: a. Assemble and prepare the Conveyor for balancing. b. Assemble and prepare the Bowl Assembly for balancing. c. Computer balance the Conveyor and Bowl Assemblies to Tune-up specifications. d. Assemble the rotating assembly for testing. e. Test the rotating assembly to OEM Quality Control specifications for four (4) hours. During the test run, vibration levels will be monitored and the Rotating Assembly will not ship if any of the vibration points monitored exceed 3 mils p/p. f. Final Inspection and prepare for shipment. g. Paint and palletize for shipment. SECTION I -TOTAL COST $32,300.00 per Rotating Assembly SECTION II—ANTICIPATED ADDITIONAL DISCOVERY WORK: A. Bowl Assembly 1. Restore all Front Hub diameters to original OEM specifications. Finish grind to OEM specification. Inspect repaired hub for compliance to specifications. Item #A1 $3,500.00 2. Restore all Rear Hub diameters to original OEM specifications. Finish grind to OEM specification. Inspect repaired hub for compliance to specifications. Item #A2 $3,500.00 3. Machine Bowl Shell to fit Bowl Extension. Item #A3 $800.00 www.alfalaval.com Ms. Linda Mohr January 22, 2013 CH2M HILL Page 3 of 4 4. Weld repair and replace damaged portions of stainless steel Bowl Liner strips as required. Item #A4 $900.00 5. Repair Front and Rear (2) Bowl Seal Holders as required. Finish grind to OEM specification. Replace two seals with newest design per OEM repair procedure. Item #A5 $3,800.00 6. Machine Bowl Conical Section and weld 36 strips. Item #A6 $5,500.00 7. Replace Bowl Shell Extension wear ring. Item #A7 .$10,638.00 8. Replace Bowl Shell Extension wear saddles (set). Item #A8 $7,416.00 B. Front& Rear Pillow Block & Pulley Assemblies 1. Repair (4) Pillow Block covers. Weld repair and machine labyrinth thread to restore to OEM specifications. Item #B1 $10,560.00 2. Repair Front Pillow Block. Machine Dowel Pin holes to specification. Machine base for flatness. Item #B2 $1,750.00 3. Repair Rear Pillow Block. Machine Dowel Pin holes to specification. Machine base for flatness. Item #B3 $1,750.00 4. Restore Pulley's critical diameters to OEM specification. Item #B4 $600.00 C. Centrifuge Conveyor Assembly 1. Replace all (381) Conveyor Tiles. Item #C1 .$20,695.00 2. Machine conveyor diameter and end faces to OEM specifications. Item #C2 $800.00 3. Weld repair hard surfacing to OEM specifications. Item #C3 $1,100.00 4. Replace Accelerator with new. Item #C4 $11,712.00 5. Repair Front Conveyor Bearing Hub Sleeve. Item #C5 $1,200.00 www.alfalaval.com Ms. Linda Mohr January 22, 2013 CH2M HILL Page 4 of 4 6. Replace Feed Zone Liner with new. Item #C6 .$12,922.00 7. Replace Feed Nozzles (set). Item #C7 $4,460.00 8. Replace Feed Cone Inserts (set). Item #C8 .$5,954.00 9. Repair Tension Bar(up to 3 diameters). Item #C9 $2,500.00 10. Repair Tension Bar Nut. Item #C10 $660.00 SECTION II -TOTAL ESTIMATED ANTICIPATED REPAIRS $112,717.00 per Rotating Assembly TOTAL ESTIMATED (SECTIONS I & II) $145,017.00 per Rotating Assembly If additional post-installation centrifuge inspection required it can be provided at additional cost of$4,500 per trip and include one (1) day on site, travel time, transportation and per diem expenses. The following items are specifically excluded from the scope of supply: • On site removal and installation of rotating assembly • Bonds or applicable taxes • Anything not expressing included in the written scope of supply in this proposal Notes of Clarification • The customer is responsible for all cranes, lifting and lifting apparatus • The customer shall remove and load/unload the rotating assembly onto the truck arranged by Alfa Laval • The customer is responsible to supply a skid for the rotating assembly shipment Payment Terms: • DCI shall be invoiced upon submission of inspection report, Net 30 days • Repairs shall be invoiced upon completion of work, Net 30 Days This quotation is valid for 90 days from the date of issuance and is subject to the attached Alfa Laval Terms and Conditions of Sale. Please don't hesitate to contact me to discuss any questions or concerns regarding this proposal. Sincerely, Eugene Crowell, MSCE/BSEE Sales Engineer, Process Parts & Service Sales Tel direct: 1-215-443-4147 - Mobile: 1-267-353-2502 - Fax: 1-804-588-5116. eugene.crowell(c�alfalavai.com www.alfalaval.corn excise, sales, use, occupational, processing, transportation or like taxes now in force or enacted in the TERMS AND CONDITIONS OF SALE future. You shall pay any taxes we may be required to collect or pay now or at any time in the future (including These Terms and Conditions Apply to All Quotations, interest and penalties imposed by any governmental Orders, and Contracts for Alfa Laval Inc. Products authority), or any taxes you may be required to pay, that (hereafter "Equipment"). As used in these Terms and are imposed upon the sale, delivery or support of Conditions of Sale, the word "Equipment" includes all Equipment purchased or licensed as a part of this order, hardware, parts, components, software and options. or you shall provide us with a tax exemption certificate acceptable to the appropriate taxing authorities. 1. ACCEPTANCE: Our sale to you is limited to and expressly made conditional on your assent to the 5. CREDIT AND PAYMENT: Unless otherwise terms and conditions of sale herein and, if applicable, on noted on the face hereof payment for Equipment shall be the attendant quotation, both of which form a part of this (30) days net. Pro rata payments shall become due with order and which supersede and reject all prior partial shipments. Any discount period which may be agreements, representations, discussions or granted by us begins on the invoice date and all negotiations, whether written or oral, with respect hereto payments are due 30 days after the invoice date. All and any conflicting terms and conditions of yours, or any payments shall be made without deduction, deferment, statement therein, whether or not signed by you. We will set-off, lien or counterclaim of any nature. All amounts furnish only the quantities and Equipment specifically due not paid within 30 days after the date such amounts listed on the face hereof or the pages attached hereto. are due and payable shall bear interest at the lesser of We assume no responsibility for terms or conditions of, 1.5 percent per month or the maximum rate of interest or for furnishing other equipment or material shown in, allowed by law. We reserve the right at any time to any plans and/or specifications for a project to which the suspend credit or to change credit terms provided herein, Equipment quoted or ordered herein pertain or refer. when, in our sole opinion, your financial condition so warrants. Failure to pay invoices when such invoices are 2. PRICES: Unless otherwise specified in writing, due and payable, at our election, shall make all all quoted prices are firm for thirty (30) days from the subsequent invoices immediately due and payable date of offer. Stenographic, clerical and mathematical irrespective of terms, and we may withhold all errors are subject to correction, subsequent deliveries until the full account is settled. We shall not, in such event, be liable for delay of 3. DELIVERY: Dates for the furnishing of services performance or nonperformance of contract in whole or and/or delivery or shipment of Equipment are in part subsequent to such event. approximate only and are subject to change. Quoted lead times are figured from the date of receipt of 6. CANCELLATIONS AND CHANGES: Orders complete technical data and approved drawings as such which have been accepted by us are not subject to may be necessary. We shall not be liable, directly or cancellation or changes in specification except upon prior indirectly, for any delay in or failure to deliver caused by written agreement by us and upon terms that will carriers or delays from labor difficulties, shortages, indemnify us against all losses resulting from or arising strikes or stoppages of any sort, failure or delay in out of such cancellation or change in specifications. In obtaining materials from ordinary sources, fires, floods, the absence of such indemnification, we shall be entitled storms, accidents, or other acts of God or force majeure, to recover all damages and costs of whatever nature by any statute, regulation, administrative order or decree permitted by the Uniform Commercial Code. or order or judgment of a court of law or other causes beyond our reasonable control. Unless otherwise 7. DEFERRED SHIPMENT: If shipment is deferred specifically agreed in writing by us, in no event shall we at your request, payment of the contract price shall be liable for any damages or penalties whatsoever, or become due when you are notified that the Equipment is however designated, resulting from our failure to perform ready for shipment. If you fail to make payment or or delay in performing due to any of the causes specified furnish shipping instructions we may either extend the in this paragraph 3. time for so doing or cancel the contract. In case of deferred shipment at your request, storage and other 4. SHIPMENT, RISK OF LOSS, TAXES: Prices reasonable expenses attributable to such delay shall be are in U.S. Dollars, F.O.B. Alfa Laval shipping point, payable by you. unless otherwise noted. Duty, brokerage fees, insurance, packing and handling as applicable are not 8. EQUIPMENT WARRANTY AND REMEDY: included unless otherwise noted. Our prices do not (a) For new Equipment only, we warrant to include federal, state, municipal or other government you that the Equipment that is the subject of this sale is Sale Terms and Conditions Page 1 Rev 032204 free from defects in design (provided that we have maintenance, (iv) damage caused by unauthorized or design responsibility), material and workmanship. The improper installation of attachments, repairs or duration of this warranty is twelve (12) months from modifications, (v) damage caused by a product or delivery to you (the "Warranty Period"). If you discover component part which we did not design, manufacture, within the Warranty Period a defect in design, material or supply or repair, or(vi)any other abuse or misuse by you workmanship, you must promptly notify us in writing. or any third party. Within a reasonable time after such notification, we will correct any such defect with either new or used 9. LIMITATION OF LIABILITY: In no event shall replacement parts, at our option. Such repair, including we be liable, and you hereby waive any claims against both parts and labor, is at our expense. us and release us from liability to you, for any indirect, special, punitive, incidental, or consequential damages (b) For repairs, parts and service provided whatsoever based upon breach of warranty, breach of by us, we warrant to you that the repairs parts and contract, negligence, strict tort, or any other legal theory. service we provide to you will be free from defects in Excluded damages include, but are not limited to, loss of material and workmanship. The duration of this warranty profits, loss of savings or revenue, loss of use of the is ninety (90) days from as applicable (i) the date the Equipment or any associated equipment, cost of capital, machine which required the repairs, parts or service is cost of any substitute Equipment, facilities or services, returned to you by us, (ii) the date of your receipt of the downtime, the claims of third parties including customers, part, or(iii)the date of repair, if performed at your facility. and injury to property. This limitation does not apply to If during this ninety day period you discover a defect in claims for personal injury. Some states do not allow the repairs, parts or service you must promptly notify us limits on warranties, or on remedies for breach in certain in writing. transactions. In such states, certain of the limitations in this paragraph and in subparagraph 8(c)may not apply. (c) All warranty service is subject to our prior examination and approval and will be performed by 10. OWNERSHIP: All drawings, designs and us at your facility or at service centers designated by us. specifications supplied by us have been prepared or All transportation to and from the designated service assembled by us and are solely our property. Such center will be at our expense. If we are unable to repair drawings, designs and specifications have been the Equipment to conform to the warranty after a furnished in order to provide full documentation and on reasonable number of attempts, we will provide, at our the condition that they shall not be reproduced or copied option, one of the following: (i) a replacement for such in any manner whatsoever, in whole or in part, except for Equipment, or (ii) full refund of the purchase price. your internal use as necessary, and upon the further These remedies are your exclusive remedies for breach condition that, as our sole property, they shall not be of warranty. Unless otherwise agreed in writing by us, used, in whole or in part, for furnishing information to our warranty extends only to you and is not assignable to others or for any purpose not specifically authorized in a or assumable by any subsequent purchaser, in whole or writing signed by one of our corporate officers. These in part, and any such attempted transfer shall render all ownership provisions shall not be superseded by any warranties provided hereunder null and void and of no printed form used in connection with or arising out of a further force or effect. sale induced by a proposal or otherwise. (d) We will use all reasonable efforts to 11. PATENT INFRINGEMENT obtain for you any manufacturer's guarantees or (a) We warrant that the Equipment in the warranties for any sub-assemblies included in the condition sold to you is free of the rightful claim of Equipment. To the extent such warranties are infringement of any apparatus claims of any third-party assignable, we hereby assign to you all warranties that U.S. patent issued as of the date of our acknowledgment are granted to us by our suppliers of any sub-assemblies and acceptance of your order, and we will defend, contained in the Equipment. indemnify and hold you harmless from such claims; provided, however, we make no express or implied (e) The warranties set forth above are warranties of non-infringement and undertake no inapplicable to and exclude (i) any product, components indemnification in respect of third-party rights where the or parts not manufactured by us or covered by the alleged patent infringement is based upon or related to (i) warranty of another manufacturer, (ii) damage caused by any method, process or product claims in third-party U.S. accident or the negligence of you or any third party, patents; (ii) any combination of the Equipment with other normal wear and tear, erosion, corrosion or by disasters equipment not supplied by us; or (iii) any modifications of such as fire, flood, wind and lightning, (iii) damage the Equipment made by you and not approved by us. caused by your failure to follow all installation and operation instructions or manuals or to provide normal Sale Terms and Conditions Page 2 Rev 032204 (b) You shall notify us within 30 days of your have notified us of the existence and contents of such receipt of notice of an alleged third-party patent standards and we have agreed in writing to the infringement claim that would entitle you to patent incorporation of such standards in the specifications infringement indemnification pursuant to paragraph relating to such Equipment. Nothing in this provision 11(a), and we shall thereupon assume defense of the shall operate to modify or affect in any manner claim at our expense. We shall have the sole right to whatsoever our disclaimer of any liability for settle or otherwise compromise such a third-party claim, consequential damages contained elsewhere in these including but not limited to the right to either (i) modify terms and conditions of sale. the Equipment to avoid infringement if you are agreeable to the modification, (ii) repurchase the Equipment from 13. INSPECTION: Upon prior written notice, you you at a price equal to the then-current fair market value may make reasonable inspections of Equipment at our of the Equipment, or (iii) secure rights by assignment or facility. We reserve the right to determine the license to permit continued use of the Equipment. reasonableness of the request and to select an appropriate time and location for such inspection. You (c) If a third party charges us with patent agree to execute appropriate confidentiality provisions infringement relating to Equipment sold by us to you, we upon our request prior to visiting our facility. All costs of shall have the right to either (i) modify the Equipment to inspection shall be solely determined by us and shall be avoid infringement if you are agreeable to the payable by you. No inspection or expediting by you at modification, (ii) repurchase the Equipment from you at a the facilities of our suppliers is authorized. price equal to the then-current fair market value of the Equipment, or(iii)secure rights by assignment or license 14. SOFTWARE PROVISIONS: If software is to permit continued use of the Equipment. If a third party provided hereunder, you are granted a nonexclusive, charges us with patent infringement on the bases set royalty free license only for your use of the software forth in paragraph 11(a)(i), (ii) or (iii), you shall hold us provided with our Equipment. Under this license you harmless for all expenses and awards of damage may: (i) use our software in machine readable object assessed against us, and we shall also have the right to code only and only with the Equipment provided; (ii) copy modify or repurchase the Equipment or to secure rights our software into any machine readable object code form for continued use by way of assignment or license as set for back up purposes in support of your use of our forth in this paragraph. software on the Equipment provided; and (iii) create one additional copy of the software for archival purposes (d) Our total, cumulative liability under only. This license may not be assigned, sublicensed or paragraphs 11(a), (b) and/or (c) is limited to 100% of the otherwise transferred by you without our prior written price paid to us by you for the Equipment. consent. You hereby recognize and acknowledge that the software provided to you hereunder comprises 12. SAFETY AND HEALTH STANDARDS: The valuable trade secret and/or copyright property of Alfa Equipment described herein (or on the specifications Laval [or its licensor] and you covenant that you will take provided herewith) complies with applicable safety and adequate precautions against access to the software by, health standards issued pursuant to the Occupational or disclosure of the software to, anyone not authorized Safety and Health Act of 1970 (the Act) and in effect on hereunder to use or have access to the software. this date as such standards are interpreted and understood by us. These standards may be amended 15. TIME LIMIT FOR BRINGING SUIT: Any action and/or their meaning may be clarified prior to shipment or you file against us, whether for breach of contract, performance, and if such change or clarification requires including but not limited to breach of warranty, or for changes in the Equipment described herein, we shall negligence or strict tort, must be commenced within 90 make the necessary changes available to you. You shall days following the expiration of the Warranty Period. pay for any and all such changes at our prices therefor in effect at time of shipment or performance, as the case 16. MODIFICATION OF TERMS: The terms and may be. Because actual compliance by employers with conditions of sale set forth herein are an integral part of the Act is beyond our control, we cannot and do not our proposal and/or confirmation of order. These terms represent that the use of the Equipment described shall not be deemed altered or modified by printed or herein, nor the location, installation or maintenance other "standard" terms in a purchase order, acceptance thereof, will comply with the Act or regulations and or similar document. Our confirmation or standards issued pursuant thereto. We make no acknowledgment of any order is with the express representation of compliance with safety and health understanding that all printed or other "standard" standards contained in any statute, regulations or language on any such documents submitted by you will ordinance of any state or political subdivision thereof be entirely disregarded to the extent that it varies from applicable to the Equipment described herein unless you the terms and conditions of this proposal/order which Sale Terms and Conditions Page 3 Rev 032204 may be modified only by typed or handwritten language in the body of your order, acceptance or similar document, together with a written acknowledgment and acceptance of such modification by us. 17. LIMITATION ON WARRANTIES: THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AN IMPLIED WARRANTY OF MERCHANTABILITY, AN IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND AN IMPLIED WARRANTY OF NONINFRINGEMENT. WE HEREBY EXPRESSLY EXCLUDE FROM THIS CONTRACT THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY OF NONINFRINGEMENT. OUR WARRANTIES AND LIABILITIES HEREUNDER ARE LIMITED AS STATED HEREIN. 18. APPLICABLE LAW: Any controversy or claim arising out of the contract or the breach thereof shall be finally decided with binding effect on both parties by the courts of Virginia and in accordance with the laws of the Commonwealth of Virginia, without giving effect to the provisions thereof relating to conflict of laws. THE EQUIPMENT AND PARTS DESCRIBED IN THESE TERMS AND CONDITIONS OF SALE MAY CAUSE INJURY IF NOT OPERATED PROPERLY AND FOR THIS REASON ALL OPERATORS SHOULD BECOME THOROUGHLY FAMILIAR WITH THE OPERATING INSTRUCTIONS BEFORE OPERATING THE EQUIPMENT. Sale Terms and Conditions Page 4 Rev 032204 ACO CERTIFICATE OF LIABILITY INSURANCE 21/20 M/DD/YYYY) ��. 3/21/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: 1001 Rutherfoord (A/CC.NN.Ext1:804-780-0611 FAX Ne):804 788 8944 1001 Haxall Point, Suite 800 E-MAIL Richmond VA 23219 ADDRESS: INSURERS)AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Insurance Company 19682 INSURED INSURER B:Hartford Ins Co of the Midwest 37478 Alfa Laval Inc. INSURER C:Twin City Fire Insurance Company 29459 5400 International Trade Drive INSURER D Company of the State of P 19429 Richmond VA 23231 p y INSURER E:National Union Fire Ins Co Pittsbur 19445 . INSURER F:AIG Europe Limited(A.M. Best#0874 COVERAGES CERTIFICATE NUMBER:1898701823 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DDlYYYY) D GENERAL LIABILITY Y Y GL2491853 1/1/2013 1/1/2014 EACH OCCURRENCE _ $5,000,000 E X 13273491 1/1/2013 1/1/2014 DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADVINJURY $5,000,000 GENERAL AGGREGATE $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $5,000,000 —I POLICY PRO- JECT LOC $ A AUTOMOBILE LIABILITY Y y COMBINED SINGLE LIMIT 14UENMG3562 1/1/2013 1/1/2014 (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident $ AUTOS AUTOS ( ) X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ _ F UMBRELLA LIAR X OCCUR Y Y 1035337 1/1/2013 1/1/2014 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE _ $5,000,000 DED RETENTION$ $ g WORKERS COMPENSATION y 14WNMG3560 1/1/2013 1/1/2014 X WC STATU- 0TH- USL&H C AND EMPLOYERS'LIABILITY YIN 14WBRMG3561 1/1/2013 1/1/2014 TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Physical Damage 14UENMG3562 1/1/2013 1/1/2014 Comprehensive $1,000 DED Collision $1,000 DED DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: Centrifuge Project; City of Oshkosh, and its officers, council members, agents,employees and authorized volunteers are included as additional insureds under the General Liability with respect to work performed by the named insured for specifically referenced jobs or as required by written contract. Per the cancellation Clause contained in the policies noted on this certificate,the policy provisions include at least 30 days notice of cancellation except for non-payment of premium.The General Liability applies as primary and non-contributory to the additional insureds own liability coverages. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Oshkosh,Attn: City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 215 Church Avenue Po Box 1130 AUTHORIZED REPRESENTATIVE Oshkosh WI 54903-1130 (7 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD