HomeMy WebLinkAbout2024 12 09 Regular 501 - Anion Excahnge Vessel Refurbishment for Three Ion Exchange Vessels at Water Treatment Plant 1REGULAR AGENDA ITEM 501
CITY COMMISSION AGENDA | DECEMBER 9, 2024 REGULAR MEETING
TITLE
Anion Exchange Vessel Refurbishment For (3) Ion Exchange Vessels at Water
Treatment Plant 1
SUMMARY
The Utility Department is requesting City Commission approve the expense to
refurbish three (3) Ion Exchange Vessels which were originally designed by and
supplied by Tonka Water in 2017. Water treatment plant #1 has a Media filter system
which is a filtration system that uses a bed of specialized materials, like sand, gravel, or
other granular media, to remove suspended particles and impurities from water by
passing it through the filter bed, where the contaminants get trapped and separated
from the clean water. Due to the lack of a caustic squeeze maintenance system, the
media is in need of a total restoration. This sole source project will be administered by
Kurita America who provided a price of $485,610.00 for the complete scope of work to
include all materials and labor to replace the softening media, support gravels,
underdrain nozzles, airwash grids, caustic grids and brine grids. The specifications for
the three (3) ion exchange vessels refurbishment quotation are below.
Kurita America is to provide new media and support gravels. Media is to consist of
exact replacement of the previously approved and installed media in accordance with
AWWA B100-2016 specifications for filter material.
12” Layer of Support Gravels
3” Layer of Torpedo Sand
36” Layer of Anion Exchange Resin
All materials are to be shipped in one or half cubic foot bags and palletized.
Three manway gaskets
Kurita America is to provide new brine distribution grids for each of the three anion
exchange vessels.
Each brine distribution grid will consist of a header and lateral assembly with laser-
slotted laterals for even brine distribution.
Grids to be stainless steel construction.
Kurita America is to provide new caustic distribution grids for each of the three anion
exchange vessels. Caustic grids will be installed in the interface between gravels and
resin.
Each caustic distribution grid will consist of a header and lateral assembly with laser-
slotted laterals for even caustic cleaning distribution.
Kurita America is to provide new airwash distribution grids for each of the three
anion exchange vessels. Airwash grids will be installed in the upper-third of the resin
305
bed.
Each airwash grid will consist of a header and lateral assembly with laser-slotted
laterals for even air distribution.
Grids to be stainless steel construction.
Kurita America is to provide new underdrain nozzles for the three anion exchange
vessels.
The total quoted price of $485,610.00 includes the replacement of grids, which may
not be needed after inspection of the full system is completed. The second quoted
price provided by Kurita America without grids is $422,700.00. Please note, if media
has become solidified and or calcified and cannot be lifted by a high velocity vacuum
truck, additional labor and charges will apply. Additionally, if the condition of the
vessels are worse than expected and require additional work upon review after media
removal, additional charges and mobilizations may be necessary to complete the
work. The utilities department is requesting a 10% contingency in the amount of
$48,561 for this rehabilitation.
The Utilities department has taken advisement and is dedicated to the implementation
of a caustic squeeze maintenance program to ensure the longevity of the media filter
components and the water quality. This will maximize the life potential of the media
system and minimize the possibility of future costly refurbishment.
FUNDING SOURCE
Total refurbishment up to $534,171 will be funded via line code transfer from
Construction in Progress within the FY25 budget to Machinery & Equipment which has
been reprioritized based on timing and need.
RECOMMENDATION
Staff recommends the City Commission approve the scope of work to refurbish the
Anion Exchange Vessel Refurbishment For (3) Ion Exchange Vessels at Water
Treatment Plant 1 for a total cost not to exceed $534,171.
Additionally, authorization for the Interim City Manager and City Attorney is requested
to prepare and execute any and all applicable contract documents consistent with this
agenda item.
306
Quotation
Winter Springs, FL
Anion Exchange Vessel Refurbishment
Addressee: Alexander Redero
Lead Water Plant Operator
City of Winter Springs
We are represented on this project by:
EnviroSales of Florida, Inc.
Mobile: (941)915-4861
e-mail: chuck@envirosalesofflorida.com
Quotation #: KATW05062024-1TDS
Quotation Date:
5/6/24
Quotation
Expires:
30 Days
Kurita America Contact:
Tyler Skarolid
6600 94th Ave. North
Minneapolis, MN 55445
USA
1-800-530-1887
t.skarolid@kurita-water.com
307
Winter Springs, FL - KATW05062024-1TDS Page 2 of 11
ABOUT KURITA AMERICA
Kurita America is a designer and manufacturer with 70 years of experience in providing customized
water and wastewater systems to municipal and industrial customers with more than 2300 installations.
Engineering cost-effective solutions for the most challenging surface water and ground water problems.
Key packaged solutions
• Clarification
• Membrane systems
• Filtration
• Ion Exchange
• Metals removal
Service packages and parts
• Filter media replacement
• Original equipment manufacturer parts
• Full array of water related parts
• Troubleshooting
• Upgrades and refurbishment
Kurita America Aftermarket Service and Sales is continually offering new products and services to extend
equipment life, reduce water and energy usage, and replace end of life equipment.
Refurbishments
• Turn-key services matching original
specifications
• Simul-Wash™ – simultaneous air & water
backwash system
• BLEU™ –low profile SS dual underdrain
• Uni-Cast™ Underdrain – pour in place
• Site-based services
• Underdrain nozzles and replacement
• System enhancements
• Design-Build-Operate-Maintain solutions
for industrial water/wastewater facilities
Media Replacement and Analysis
• Turn-key removal and installation
• Inventoried anthracite, Sand, garnet, gravel
and greensand
• Disinfection services and media treatment
services
• Meets AWWA and NSF standards
Parts
• Full line of OEM parts
• Chemical feed equipment
• Valves and valve rebuild parts
• Stocked sealing and control components
• Aerator packing materials
Automation and Controls
• Factory remote support and monitoring
• SCADA compliant and control
• Allen Bradley control upgrades, PLC & HMI and obsolete replacement
• Compliance reporting and trending
• Custom functional modification for ease of use like screens, tablets, PCs
• Security – firmware, smart switch
308
Winter Springs, FL - KATW05062024-1TDS Page 3 of 11
Scope of Work
Kurita America has been requested to provide a quotation for the necessary internal components
and labor associated to refurbish three (3) Ion Exchange Vessels at the city of Winter Springs, FL.
The Ion Exchange Vessels were originally designed by and supplied by Tonka Water in 2017
(original job #20016).
Project timeline is to have the material shipped in 12-16 weeks after the receipt of purchase.
Key benefits of Kurita America for the Project
• Kurita America provided the original equipment and has the expertise to make key
recommendations.
• Field Service Technicians with extensive equipment knowledge for start-up after repair.
• Certified contractors to perform removal and install of Kurita America equipment.
• Plant operation will run according to Kurita America Engineering design.
Products Provided
Media
• Kurita America is to provide new media and support gravels. Media is to consist of exact
replacement of the previously approved and installed media in accordance with AWWA
B100-2016 specifications for filter material.
• 12” Layer of Support Gravels
• 3” Layer of Torpedo Sand
• 36” Layer of Anion Exchange Resin
• All materials are to be shipped in one or half cubic foot bags and palletized.
• Three manway gaskets
• Freight to the jobsite is included.
Stainless Steel Brine Distribution Grids
• Kurita America is to provide new brine distribution grids for each of the three anion
exchange vessels.
• Each brine distribution grid will consist of a header and lateral assembly with laser-slotted
laterals for even brine distribution
309
Winter Springs, FL - KATW05062024-1TDS Page 4 of 11
• Grids to be stainless steel construction.
• Freight to the jobsite is included.
Stainless Steel Caustic Distribution Grids
• Kurita America is to provide new caustic distribution grids for each of the three anion
exchange vessels. Caustic grids will be installed in the interface between gravels and resin.
• Each caustic distribution grid will consist of a header and lateral assembly with laser-slotted
laterals for even caustic cleaning distribution.
• Grids to be stainless steel construction.
• Freight to the jobsite is included.
Stainless Steel Airwash Distribution Grids
• Kurita America is to provide new airwash distribution grids for each of the three anion
exchange vessels. Airwash grids will be installed in the upper-third of the resin bed.
• Each airwash grid will consist of a header and lateral assembly with laser-slotted laterals for
even air distribution.
• Grids to be stainless steel construction.
• Freight to the jobsite is included.
Underdrain Nozzles
• Kurita America is to provide new underdrain nozzles for the three anion exchange vessels.
• Freight to the jobsite is included.
Removal and installation Services
• Kurita America is to provide a high velocity high vacuum industrial vacuum truck operation
for the removal of existing filter media from the three ion exchange vessels. Once collected
in the vacuum truck, the media will be taken to a designated area onsite assigned by the
customer and disposed of. Media will be left on site.
• Kurita America offers an entire crew for the removal of the existing damaged media and
the installation of the new media, graded gravels and stainless grids into the three vessels.
• Filter media will be installed in strict accordance with AWWA B100-2016 specifications for
filtering material. All personnel involved in media installation are qualified under the
confined space entry program. All personnel have received specified training according to
310
Winter Springs, FL - KATW05062024-1TDS Page 5 of 11
OSHA25-SCFR 1910.120 including, but not limited to, confined space entry and rescue, fall
arrest and lockout/tag out procedures and other specified training. Before entry into any
confined space, the air will be monitored for appropriate oxygen and LEL levels. Upon
completion of an air test, confined space entry permits will be filled out by the supervisor
and posted near the entry point. An individual will be present at all times at the entry point.
• Please note: If media has become solidified and/or calcified and cannot be lifted by a high
velocity vacuum truck, additional labor and charges will apply.
• Please note: Due to any unforeseen circumstances, upon entry, if the condition of the
vessels are worse than expected and require additional work upon review after media
removal, additional charges and mobilizations may be necessary to complete the work, at
which a change order for additional cost will be submitted to the customer for approval
prior to completing work.
Limits of Scope
• Plant personnel are required to open vessel manways and reinstall manways
• Disinfection is required prior to putting the vessels into service. Saturating chemical and
disinfection chemicals not included in this quote. Chemicals needs to be onsite prior to
service visit/start-up.
• System will require additional backwashing to remove chemical treatments.
• Kurita will need to be informed of any personnel protection equipment required and if any
additional requirements are needed to enter the facility (i.e. Plant Safety requirements).
Start-up Services
Kurita America’s Service technician to be onsite for three days to ensure proper function and
performance once the project has been completed.
Pricing
Pricing Table
Support Gravels, Anion Exchange Media, Underdrain
Nozzles, Brine Grids, Caustic Grids, Airwash Grids, Freight to
Jobsite, Labor to Refurbish Vessels: $476,910.00
Three-Day Start Up Services: $8,700.00
TOTAL (USD) $485,610.00
311
Winter Springs, FL - KATW05062024-1TDS Page 6 of 11
Kurita bases this proposal on the invoice schedule as shown below:
90% Upon Shipment of Materials
10% Upon Services
Delivery:
1. Shipment of equipment will be made in approximately 12-16 weeks after receipt of
Purchase Order.
2. This quote is valid for 30 days.
The attached CONDITIONS OF SALE AND WARRANTIES that are incorporated herein.
For your convenience, this sheet may be used as your order for this equipment.
Items Ordered Kurita America Inc.
P.O. Number
Purchase orders should be addressed to:
Kurita America Inc.
6600 94th Ave. North
Minneapolis, MN 55445
Total Net Price
Firm Name and
Address
By (Print)
Signature
Date
We do not include the following:
1. Mechanical or electrical installation.
2. Unloading or rigging. The contractor must provide a suitable access to the jobsite.
3. On-site storage or protection of equipment.
4. Pipe, valves or fittings other than those specifically described herein.
5. Pipe supports or hangers.
6. Motor starters, motor controls, disconnects, or any other electrical equipment other than those
specifically described herein.
7. Electrical wiring or conduit.
8. Chemical feed tubing, conduit piping, hangers or supports.
9. Pumps or pumping equipment other than those specifically described herein.
10. Concrete, concrete grout or rebar.
11. Disinfection or disinfection / start-up chemicals.
12. Lubricants
13. Pneumatic tubing or conduit.
14. Control panel wall mounting material or hardware.
15. Anchor bolts or anchoring calculations, unless specifically described herein.
312
Winter Springs, FL - KATW05062024-1TDS Page 7 of 11
16. Any items not specifically described in this proposal.
17. Seismic design considerations of equipment unless otherwise noted.
Notes:
Equipment is quoted f.o.b. factory with full freight allowed to the jobsite.
Our proposal does not include any sales or use taxes.
Travel expenses included.
When ordering please include a signed copy of your Sales Tax Exemption certificate.
City to provide a forklift during media installation.
City to disinfect filter prior to start-up service – procedure provided by Kurita America.
City to provide a dumpster for pallets and bag removal.
The attached Kurita America standard Terms and Conditions are incorporated by reference into
this quotation, will be a part of any binding agreement between you and Kurita America and
cannot be modified by you whether by the terms of your purchase order or otherwise, except to
the extent expressly accepted by Kurita America in writing. You agree to abide by the terms of
Section 1 (“General”), Section 3 (“Quotations”) and Section 17 (“Confidential Information”) of
the Kurita America standard terms and conditions with respect to the information contained in
this quotation and any other information provided to you by Kurita America, regardless of
whether you submit an order or whether you and Kurita America enter into a binding agreement
regarding the purchase of the products described herein.
Please note that a copy of the contractor's payment and performance bond is required to be
forwarded to us as a part of normal credit approval procedures.
Kurita America requires partial payments based on shipped material and purchaser’s account
being current prior to scheduling a field technician for equipment start-up.
Kurita America will provide field services as outlined above in this quotation. Kurita America’s
field service rate is $1200.00 per day plus travel and per diem expenses. If Kurita America’s field
service personnel arrive on-site after a schedule is established and the project is not ready for
the intended services to be performed, Kurita America will invoice for additional days, if
required. If the time required is greater than listed in this quotation, Kurita America will invoice
purchaser at the above field service rate plus travel and per diem expenses.
313
Winter Springs, FL - KATW05062024-1TDS Page 8 of 11
Conditions of Sale and Warranties
1. Exclusive Terms and Conditions
Together with any other terms the parties agree to in
writing, these terms and conditions of sale form the
exclusive terms (“Agreement”) whereby Buyer agrees to
purchase, and Seller agrees to sell goods and provide
advice, instruction and other services in connection with
the sale of those goods (“Services”). Notwithstanding any
provisions communicated in any way by Buyer to Seller
prior to this agreement including any terms contained in
any request for quote by Buyer, Buyer agrees that this
agreement will control the relationship by accepting goods
and services from Seller, even if Buyer sends to Seller other
terms and conditions to which Seller may not respond.
2. Buyer Obligations
Seller will not control the actual operation of either Buyer’s
systems or goods at the site, and unless otherwise
specifically agreed in writing, installation of goods shall be
the responsibility of Buyer. Goods and services provided
hereunder are based upon the information Buyer makes
available to Seller, and Seller reserves the right to utilize the
most compact and feasible design compatible with sound
engineering practices, and to make changes in details of
design, construction and arrangement of goods unless
precluded by limitations (including, but not limited to actual
space and feed water/substance quality specifications)
specified by Buyer in writing at the time an order is placed.
If no such limitations are specified, Seller shall not be held
responsible for incompatibility of the goods and services
due to changes in feed water/substance quality
specifications or site conditions nor for incompatibility with
actual space or design limitations, which were not initially
disclosed by Buyer and become apparent at a later date. For
services to be accurate and goods to work as intended,
Buyer must fulfill the following obligations (“Obligations”):
(a) provide Seller complete and accurate information and
data relevant to the scope of work to be provided, such as
information related to Buyer’s site conditions, systems,
related equipment and processes, feed water or other
substances to be treated or measured with the Goods ,
including any hidden, unapparent, or changing conditions
that may affect the effectiveness of the Goods; (b) operate
all related systems and the goods within the agreed to
control parameters or, if none, within industry customary
operating conditions; (c) maintain all related systems and
Goods in good operating condition and repair; and (d)
maintain and handle goods in a proper and safe manner. If
Buyer’s fails to fulfill the foregoing obligations, Seller shall
be relieved of any obligations with respect to warranties or
any other commitments made to Buyer in writing, and
Seller shall have no liability for any loss, damage or injury
which Buyer may sustain or for which Buyer may be liable.
3. Payment and Prices
Unless otherwise specified in writing in section 10 of this
proposal document, payment is due net thirty (30) days
from the date of Seller’s invoice. If Seller shall have any
doubt at any time as to Buyer's ability to pay, Seller may
decline to make deliveries except on receipt of satisfactory
security. The prices quoted herein do not include taxes.
Buyer shall be directly responsible, and reimburse Seller, for
the gross amount of any present or future sales, use, excise,
value-added, or other similar tax applicable to the price,
sale of delivery of any products or services furnished
hereunder. Buyer shall furnish Seller with evidence of
exemption acceptable to the taxing authorities if
applicable. [For multi-year agreements, pricing stated shall
remain firm for 12 months, after which Seller shall be
entitled to adjust pricing upward on an annual basis
according to the designated formula used by Seller in
Buyer’s country and which shall be notified to Buyer.]
Unless otherwise specified, all prices are ExWorks Seller’s
facility. Buyer agrees to reimburse Seller for collection
costs, including 2% interest per month, should Buyer fail to
timely pay. Buyer shall have no rights to any setoffs of any
nature relating to any payments due under the agreement.
4. Payment for Excessive Usage; Lost and Damaged
Goods
If payment for goods is based on some factor other than the
actual amount of goods delivered (e.g., payment is for a
fixed amount, or based on usage or production), then Buyer
agrees to pay for all Goods (a) consumed as a result of
Buyer’s failure to comply with obligations as set forth in
Section 2; or (b) lost or damaged after delivery to Buyer.
Buyer shall provide Seller all information necessary to
calculate amounts due and enable Seller to audit those
records.
5. Deliveries
Unless stated otherwise in the proposal, Seller shall deliver
all products to Buyer EXW Seller’s facility, place of
manufacture, or warehouse, according to INCOTERMS
2000. Shipment dates, if applicable, noted in this proposal
represent Seller's best estimate of probable delivery time
considering conditions known at the time this Proposal was
prepared. Upon acceptance of Buyer’s purchase order or,
where specified in the purchase order, upon receipt of
Buyer’s notification to proceed with fabrication of
equipment that satisfies Seller’s requirements for meeting
the delivery schedule, Seller shall commence fabrication of
equipment. The place of delivery specified therein shall be
firm and fixed, provided that Buyer may notify Seller no
later than 45 days prior to the scheduled shipment date of
the products of an alternate point of delivery. Provided the
parties agree a variation to take into account any additional
314
Winter Springs, FL - KATW05062024-1TDS Page 9 of 11
cost [or delay] incurred by Seller in implementing this
change, the alternate place of delivery shall become the
agreed place of delivery for all purposes under this
agreement.
6. Consigned Goods
Buyer shall bear all risk of loss and damage to all consigned
goods in Buyer’s possession or control, notwithstanding
Buyer’s exercise of reasonable care. Seller shall have the
right to enter Buyer’s premises at all reasonable times to
inspect such Goods and related records. Upon request,
Buyer agrees to return such goods to Seller pursuant to
Seller’s shipping instructions.
7. Limited Warranties
Seller warrants that the goods shall conform to published
specifications and shall be free from defects in material and
workmanship when at all times operated in accordance
with Seller’s written instructions; and that the services will
be performed with the degree of skill which can reasonably
be expected from a seller engaged in a comparable business
and providing comparable services under comparable
circumstances. Unless otherwise provided in any warranty
schedule that may be attached hereto, the foregoing
warranties are valid: (a) for chemicals and services, for 6
months from their date of delivery or the provision of
Services; (b) for consumables, including filters and
membranes, 12 months from their date of delivery, (c) for
goods other than chemicals and consumables, the earlier
of, 15 months from receipt, or 12 months from start-
up/first use. Unless expressly agreed in a "performance
warranty document" signed between the parties on a
separate basis, there is no performance warranty on goods
and services or warranty on process results. For goods not
manufactured by Seller, the warranty shall be the
manufacturer’s transferable warranty only. Any claim for
breach of these warranties must be promptly notified in
writing or the claim will be void. Seller’s sole responsibility
and Buyer’s exclusive remedy arising out of or relating to
the goods or services or any breach of these warranties is
limited to, at Seller’s option: (a) replacement of non-
conforming goods or refund of purchase price of the non-
conforming Goods; and (b) re-performance of the services
at issue, or a refund of the amount paid for the Services at
issue. No allowance will be made for repairs or alterations
made by Buyer without Seller's written consent or approval.
Goods may not be returned to Seller without Seller's
written permission. Seller will provide Buyer with a "return
material authorization" number to use for returned goods.
Buyer, as the original purchaser, is not entitled to extend or
transfer this warranty to any other party. The foregoing
warranties are in lieu of and exclude all other warranties,
statutory, express or implied, including any warranty of
merchantability or of fitness for a particular purpose.
8. Use of Equipment, Tanks, and Containers
Tanks and SBC’s owned by Seller shall be used only for the
storage of goods approved by Seller and, at Seller’s request,
shall be returned to Seller within thirty (30) days.
9. Compliance with Laws; Permits
Buyer is responsible for compliance with all laws and
regulations applicable to the storage, use, handling,
installation, maintenance, removal, registration and
labeling of all goods from and after Buyer’s receipt of the
goods, as well as for the proper management and disposal
of all wastes and residues (including containers) resulting
from Buyer’s use of the Goods. Buyer agrees to ensure that
all Goods and Services provided to Buyer for export are
exported only in compliance with applicable export control
laws and regulations. Permits and licenses of a permanent
nature, or which are required to operate apparatus or
equipment or to use the Goods, shall be procured by Buyer
at Buyer’s sole expense.
10. Installation
For equipment purchase if applicable, installation costs of
the equipment and materials supplied shall be the
responsibility of the Buyer, unless otherwise provided
within the Seller’s proposal. Otherwise, unless stipulated in
the Seller’s proposal, Buyer agrees to pay for start-up
supervision and operator instruction, at the Seller's
prevailing rate per day. Buyer also agrees to pay reasonable
expenses for transportation room and board for Seller's
personnel. Standard terms of sale include two sets of
operating instructions. If additional sets are required, they
are available at an additional charge. Upon receipt of
request for additional sets, a price quotation will be
forwarded.
11. Differing Site Conditions And Hazardous Materials
In the event that Seller encounters any Hazardous Materials
(shall mean toxic substances, hazardous substances,
pollutants, contaminants, regulated wastes, or hazardous
wastes as such terms may be defined or classified in any
law, statue, directive, ordinance or regulations
promulgated by any applicable governmental entity) at the
Buyer’s site, other than Hazardous Materials introduced by
Seller or that are otherwise the express responsibility of
Seller under this Agreement, Buyer shall immediately take
whatever precautions are required to legally eliminate such
hazardous conditions so that the Seller’s work under this
Agreement may safely proceed.
315
Winter Springs, FL - KATW05062024-1TDS Page 10 of 11
12. Emergencies
In the event an emergency condition should occur where
the protection of either the plant equipment, employees at
site, or the surrounding community are threatened, Seller
may procure the required and necessary equipment,
personnel, or subcontract support. Seller must provide
immediate notice to Buyer regarding the emergency and
then provide a report after reviewing the events and
itemizing all expenditures. Buyer will reimburse Seller for all
emergency related expenses.
13. Excusable Delay/Non-Performance
Seller shall not be liable nor in breach or default of its
obligations under this Agreement to the extent
performance of such obligations is delayed or prevented,
directly or indirectly, due to causes beyond the reasonable
control of Seller, including, but not limited to: acts of God,
fire, terrorism, war (declared or undeclared) epidemics,
material shortages, insurrection, act (or omissions) of Buyer
or Buyer’s suppliers or agents, any act (or omission) by any
governmental authority, strikes, labor disputes,
transportation shortages, or vendor non-performance. The
delivery or performance date shall be extended for a period
equal to the time lost by reason of delay or non-
performance, plus such additional time as may be necessary
to overcome the effect of the delay or non-performance. If
Seller is delayed by any acts (or omissions) of Buyer, or by
the prerequisite work of Buyer’s other contractors or
suppliers, Seller shall be entitled to an equitable price and
performance adjustment as applicable.
14. Confidentiality and Intellectual Property
Both parties agree to keep confidential the other party’s
proprietary non-public information, if any, which may be
acquired in connection with this Agreement. Buyer will not,
without Seller’s advance written consent, subject Goods to
testing, analysis, or any type of reverse engineering. Seller
retains all intellectual property rights including copyright
which it has in all drawings and data or other deliverables
supplied or developed under this Agreement, subject to
Buyer’s right to use such drawings and data for its own use
without additional cost. Buyer acknowledges that Seller is
in the business of selling the Goods subject to this
Agreement and agrees that it will not file patent
applications on the Goods, or processes and methods of
using the Goods, without Sellers express written
permission. Buyer further agrees that in any event any such
patents will not be asserted against Seller or its customers
based upon purchase and use of such Goods. Buyer shall be
fully liable for any infringement of patent rights of third
parties arising out of the products supplied hereunder
where the construction, and other characteristics of such
products including modification of the Goods and Services,
is prescribed to the Seller, or completed independently, by
the Buyer or agent(s). Buyer shall fully defend and
indemnify the Seller in case of such claim(s). Any software
Seller owns and provides pursuant to this Agreement shall
remain Seller’s property. Seller provides to Buyer a limited,
non-exclusive and terminable license to such software for
the term of this Agreement. Buyer agrees not to copy, sub-
license, translate, transfer, reverse engineer, or decode the
software. Unless otherwise expressly agreed by Seller, this
license shall terminate and the software shall be returned
to Seller upon termination of this Agreement, or the
material breach of the terms in this section.
15. Limitation on Liability
To the extent permitted by law, the total liability of the
Seller for all claims arising out of or relating to the
performance or breach of this Agreement or use of any
Goods or Services shall not exceed the annual contract
value of this Agreement. Seller shall not be liable for any
advice, instruction, assistance or any services that are not
required under this Agreement or for which Seller does not
charge Buyer. In no event will either party be liable to the
other for lost profits or revenues, cost of capital or
replacement or increased operating costs, lost or decreased
production, claims of Buyer’s customers for such damages
or any similar or comparable damages, or for any incidental,
special, consequential or indirect damages of any type or
kind, irrespective of whether arising from actual or alleged
breach of warranty, indemnification, product liability or
strict liability, or any other legal theory. If Buyer is supplying
Seller’s Goods or Services to a third party, Buyer shall
require the third party to agree to be bound by this clause.
If Buyer does not obtain this agreement for Seller’s benefit
for any reason, Buyer shall indemnify and hold Seller
harmless from all liability arising out of claims made by the
third party in excess of the limitations and exclusion of this
clause.
16. Conflicts; Survival, Assignment
If there is any conflict between this Agreement and any
written proposal or quotation provided by Seller, then the
terms and conditions set forth in the proposal or quotation
shall prevail. If any term or condition of this Agreement or
any accompanying terms and conditions are held invalid or
illegal, then such terms and conditions shall be reformed to
be made legal or valid, or deleted, but the remaining terms
and conditions shall remain in full force and effect, and the
Agreement shall be interpreted and implemented in a
manner which best fulfills our intended agreement. This
Agreement may only be assigned by Seller to any affiliate.
17. Termination and Cancellation
This Agreement and any performance pursuant to it may be
terminated or suspended by either party if the other party
(a) is the subject of bankruptcy or insolvency proceedings;
316
Winter Springs, FL - KATW05062024-1TDS Page 11 of 11
or (b) defaults in its material obligations under this
Agreement, and such default is not cured within thirty (30)
days. Upon the termination of this Agreement: (a) Buyer
agrees to pay for all Goods in Buyer’s possession or for
which title has passed to Buyer, at current prices or at such
other prices as have been agreed to in writing; and (b) all
amounts owing, if any, for the equipment or tanks relating
to those Goods shall immediately become due and shall be
paid within thirty (30) days of receipt of an invoice. In the
event of cancellation of an order by Buyer, a cancellation
charge will be made against the Buyer, in proportion to the
work completed by Seller, or obligated against the order,
plus any cancellation charges assessed against Seller by
Seller’s suppliers.
18. Governing Law and Dispute Resolution
This Agreement shall be governed by the substantive laws
of the State of Minnesota. The UN Convention on the
International Sale of Goods shall not apply. In the event of
a dispute concerning this Agreement, the complaining party
shall notify the other party in writing thereof. Management
level representatives of both parties shall meet at an agreed
location to attempt to resolve the dispute in good faith.
Should the dispute not be resolved within thirty (30) days
after such notice, the complaining party shall seek remedies
exclusively through arbitration. The seat of arbitration shall
be the federal district court in Minneapolis, MN, and the
rules of the arbitration will be the Commercial Arbitration
Rules of the American Arbitration Association, which are
incorporated by reference into this clause.
317
Quotation
Winter Springs, FL
Anion Exchange Vessel Refurbishment
Addressee: Alexander Redero
Lead Water Plant Operator
City of Winter Springs
We are represented on this project by:
EnviroSales of Florida, Inc.
Mobile: (941)915-4861
e-mail: chuck@envirosalesofflorida.com
Quotation #: KATW112020242024-1TDS
Quotation Date:
11/20/24
Quotation
Expires:
30 Days
Kurita America Contact:
Tyler Skarolid
6600 94th Ave. North
Minneapolis, MN 55445
USA
1-800-530-1887
t.skarolid@kurita-water.com
318
Winter Springs, FL - KATW112020242024-1TDS Page 2 of 10
ABOUT KURITA AMERICA
Kurita America is a designer and manufacturer with 70 years of experience in providing customized
water and wastewater systems to municipal and industrial customers with more than 2300 installations.
Engineering cost-effective solutions for the most challenging surface water and ground water problems.
Key packaged solutions
• Clarification
• Membrane systems
• Filtration
• Ion Exchange
• Metals removal
Service packages and parts
• Filter media replacement
• Original equipment manufacturer parts
• Full array of water related parts
• Troubleshooting
• Upgrades and refurbishment
Kurita America Aftermarket Service and Sales is continually offering new products and services to extend
equipment life, reduce water and energy usage, and replace end of life equipment.
Refurbishments
• Turn-key services matching original
specifications
• Simul-Wash™ – simultaneous air & water
backwash system
• BLEU™ –low profile SS dual underdrain
• Uni-Cast™ Underdrain – pour in place
• Site-based services
• Underdrain nozzles and replacement
• System enhancements
• Design-Build-Operate-Maintain solutions
for industrial water/wastewater facilities
Media Replacement and Analysis
• Turn-key removal and installation
• Inventoried anthracite, Sand, garnet, gravel
and greensand
• Disinfection services and media treatment
services
• Meets AWWA and NSF standards
Parts
• Full line of OEM parts
• Chemical feed equipment
• Valves and valve rebuild parts
• Stocked sealing and control components
• Aerator packing materials
Automation and Controls
• Factory remote support and monitoring
• SCADA compliant and control
• Allen Bradley control upgrades, PLC & HMI and obsolete replacement
• Compliance reporting and trending
• Custom functional modification for ease of use like screens, tablets, PCs
• Security – firmware, smart switch
319
Winter Springs, FL - KATW112020242024-1TDS Page 3 of 10
Scope of Work
Kurita America has been requested to provide a quotation for the necessary internal components
and labor associated to refurbish three (3) Ion Exchange Vessels at the city of Winter Springs, FL.
The Ion Exchange Vessels were originally designed by and supplied by Tonka Water in 2017
(original job #20016).
Project timeline is to have the material shipped in 12-16 weeks after the receipt of purchase.
Project is to be completed in one (1) mobilization.
Key benefits of Kurita America for the Project
• Kurita America provided the original equipment and has the expertise to make key
recommendations.
• Field Service Technicians with extensive equipment knowledge for start-up after repair.
• Certified contractors to perform removal and install of Kurita America equipment.
• Plant operation will run according to Kurita America Engineering design.
Products Provided
Media
• Kurita America is to provide new media and support gravels. Media is to consist of exact
replacement of the previously approved and installed media in accordance with AWWA
B100-2016 specifications for filter material.
• 12” Layer of Support Gravels
• 3” Layer of Torpedo Sand
• 36” Layer of Anion Exchange Resin
• All materials are to be shipped in one or half cubic foot bags and palletized.
• Three manway gaskets
• Freight to the jobsite is included.
Underdrain Nozzles
• Kurita America is to provide new underdrain nozzles for the three anion exchange vessels.
• Freight to the jobsite is included.
320
Winter Springs, FL - KATW112020242024-1TDS Page 4 of 10
Removal and installation Services
• Kurita America is to provide a high velocity high vacuum industrial vacuum truck operation
for the removal of existing filter media from the three ion exchange vessels. Once collected
in the vacuum truck, the media will be taken to a designated area onsite assigned by the
customer and disposed of. Media will be left on site.
• Kurita America offers an entire crew for the removal of the existing damaged media and
the installation of the new media, graded gravels and stainless grids into the three vessels.
• Filter media will be installed in strict accordance with AWWA B100-2016 specifications for
filtering material. All personnel involved in media installation are qualified under the
confined space entry program. All personnel have received specified training according to
OSHA25-SCFR 1910.120 including, but not limited to, confined space entry and rescue, fall
arrest and lockout/tag out procedures and other specified training. Before entry into any
confined space, the air will be monitored for appropriate oxygen and LEL levels. Upon
completion of an air test, confined space entry permits will be filled out by the supervisor
and posted near the entry point. An individual will be present at all times at the entry point.
• Please note: If media has become solidified and/or calcified and cannot be lifted by a high
velocity vacuum truck, additional labor and charges will apply.
• Please note: Due to any unforeseen circumstances, upon entry, if the condition of the
vessels are worse than expected and require additional work upon review after media
removal, additional charges and mobilizations may be necessary to complete the work, at
which a change order for additional cost will be submitted to the customer for approval
prior to completing work.
Limits of Scope
• Plant personnel are required to open vessel manways and reinstall manways
• Disinfection is required prior to putting the vessels into service. Saturating chemical and
disinfection chemicals not included in this quote. Chemicals needs to be onsite prior to
service visit/start-up.
• System will require additional backwashing to remove chemical treatments.
• Kurita will need to be informed of any personnel protection equipment required and if any
additional requirements are needed to enter the facility (i.e. Plant Safety requirements).
Start-up Services
Kurita America’s Service technician to be onsite for one day to ensure proper function and
performance once each of the three vessels has been refurbished.
321
Winter Springs, FL - KATW112020242024-1TDS Page 5 of 10
Pricing
Pricing Table
Support Gravels, Anion Exchange Media, Underdrain
Nozzles, Freight to Jobsite, Labor to Refurbish Vessels: $414,000.00
One Startup Trip: $8,700.00
TOTAL (USD) $422,700.00
Kurita bases this proposal on the invoice schedule as shown below:
90% Upon Shipment of Materials
10% Upon Services
Delivery:
1. Shipment of equipment will be made in approximately 12-16 weeks after receipt of
Purchase Order.
2. This quote is valid for 30 days.
The attached CONDITIONS OF SALE AND WARRANTIES that are incorporated herein.
For your convenience, this sheet may be used as your order for this equipment.
Items Ordered Kurita America Inc.
P.O. Number
Purchase orders should be addressed to:
Kurita America Inc.
6600 94th Ave. North
Minneapolis, MN 55445
Total Net Price
Firm Name and
Address
By (Print)
Signature
Date
We do not include the following:
1. Mechanical or electrical installation.
2. Unloading or rigging. The contractor must provide a suitable access to the jobsite.
3. On-site storage or protection of equipment.
322
Winter Springs, FL - KATW112020242024-1TDS Page 6 of 10
4. Pipe, valves or fittings other than those specifically described herein.
5. Pipe supports or hangers.
6. Motor starters, motor controls, disconnects, or any other electrical equipment other than those
specifically described herein.
7. Electrical wiring or conduit.
8. Chemical feed tubing, conduit piping, hangers or supports.
9. Pumps or pumping equipment other than those specifically described herein.
10. Concrete, concrete grout or rebar.
11. Disinfection or disinfection / start-up chemicals.
12. Lubricants
13. Pneumatic tubing or conduit.
14. Control panel wall mounting material or hardware.
15. Anchor bolts or anchoring calculations, unless specifically described herein.
16. Any items not specifically described in this proposal.
17. Seismic design considerations of equipment unless otherwise noted.
Notes:
Equipment is quoted f.o.b. factory with full freight allowed to the jobsite.
Our proposal does not include any sales or use taxes.
Travel expenses included.
When ordering please include a signed copy of your Sales Tax Exemption certificate.
City to provide a forklift during media installation.
City to disinfect filter prior to start-up service – procedure provided by Kurita America.
City to provide a dumpster for pallets and bag removal.
The attached Kurita America standard Terms and Conditions are incorporated by reference into
this quotation, will be a part of any binding agreement between you and Kurita America and
cannot be modified by you whether by the terms of your purchase order or otherwise, except to
the extent expressly accepted by Kurita America in writing. You agree to abide by the terms of
Section 1 (“General”), Section 3 (“Quotations”) and Section 17 (“Confidential Information”) of
the Kurita America standard terms and conditions with respect to the information contained in
this quotation and any other information provided to you by Kurita America, regardless of
whether you submit an order or whether you and Kurita America enter into a binding agreement
regarding the purchase of the products described herein.
Please note that a copy of the contractor's payment and performance bond is required to be
forwarded to us as a part of normal credit approval procedures.
Kurita America requires partial payments based on shipped material and purchaser’s account
being current prior to scheduling a field technician for equipment start-up.
Kurita America will provide field services as outlined above in this quotation. Kurita America’s
field service rate is $1200.00 per day plus travel and per diem expenses. If Kurita America’s field
service personnel arrive on-site after a schedule is established and the project is not ready for
the intended services to be performed, Kurita America will invoice for additional days, if
required. If the time required is greater than listed in this quotation, Kurita America will invoice
purchaser at the above field service rate plus travel and per diem expenses.
323
Winter Springs, FL - KATW112020242024-1TDS Page 7 of 10
Conditions of Sale and Warranties
1. Exclusive Terms and Conditions
Together with any other terms the parties agree to in
writing, these terms and conditions of sale form the
exclusive terms (“Agreement”) whereby Buyer agrees to
purchase, and Seller agrees to sell goods and provide
advice, instruction and other services in connection with
the sale of those goods (“Services”). Notwithstanding any
provisions communicated in any way by Buyer to Seller
prior to this agreement including any terms contained in
any request for quote by Buyer, Buyer agrees that this
agreement will control the relationship by accepting goods
and services from Seller, even if Buyer sends to Seller other
terms and conditions to which Seller may not respond.
2. Buyer Obligations
Seller will not control the actual operation of either Buyer’s
systems or goods at the site, and unless otherwise
specifically agreed in writing, installation of goods shall be
the responsibility of Buyer. Goods and services provided
hereunder are based upon the information Buyer makes
available to Seller, and Seller reserves the right to utilize the
most compact and feasible design compatible with sound
engineering practices, and to make changes in details of
design, construction and arrangement of goods unless
precluded by limitations (including, but not limited to actual
space and feed water/substance quality specifications)
specified by Buyer in writing at the time an order is placed.
If no such limitations are specified, Seller shall not be held
responsible for incompatibility of the goods and services
due to changes in feed water/substance quality
specifications or site conditions nor for incompatibility with
actual space or design limitations, which were not initially
disclosed by Buyer and become apparent at a later date. For
services to be accurate and goods to work as intended,
Buyer must fulfill the following obligations (“Obligations”):
(a) provide Seller complete and accurate information and
data relevant to the scope of work to be provided, such as
information related to Buyer’s site conditions, systems,
related equipment and processes, feed water or other
substances to be treated or measured with the Goods ,
including any hidden, unapparent, or changing conditions
that may affect the effectiveness of the Goods; (b) operate
all related systems and the goods within the agreed to
control parameters or, if none, within industry customary
operating conditions; (c) maintain all related systems and
Goods in good operating condition and repair; and (d)
maintain and handle goods in a proper and safe manner. If
Buyer’s fails to fulfill the foregoing obligations, Seller shall
be relieved of any obligations with respect to warranties or
any other commitments made to Buyer in writing, and
Seller shall have no liability for any loss, damage or injury
which Buyer may sustain or for which Buyer may be liable.
3. Payment and Prices
Unless otherwise specified in writing in section 10 of this
proposal document, payment is due net thirty (30) days
from the date of Seller’s invoice. If Seller shall have any
doubt at any time as to Buyer's ability to pay, Seller may
decline to make deliveries except on receipt of satisfactory
security. The prices quoted herein do not include taxes.
Buyer shall be directly responsible, and reimburse Seller, for
the gross amount of any present or future sales, use, excise,
value-added, or other similar tax applicable to the price,
sale of delivery of any products or services furnished
hereunder. Buyer shall furnish Seller with evidence of
exemption acceptable to the taxing authorities if
applicable. [For multi-year agreements, pricing stated shall
remain firm for 12 months, after which Seller shall be
entitled to adjust pricing upward on an annual basis
according to the designated formula used by Seller in
Buyer’s country and which shall be notified to Buyer.]
Unless otherwise specified, all prices are ExWorks Seller’s
facility. Buyer agrees to reimburse Seller for collection
costs, including 2% interest per month, should Buyer fail to
timely pay. Buyer shall have no rights to any setoffs of any
nature relating to any payments due under the agreement.
4. Payment for Excessive Usage; Lost and Damaged
Goods
If payment for goods is based on some factor other than the
actual amount of goods delivered (e.g., payment is for a
fixed amount, or based on usage or production), then Buyer
agrees to pay for all Goods (a) consumed as a result of
Buyer’s failure to comply with obligations as set forth in
Section 2; or (b) lost or damaged after delivery to Buyer.
Buyer shall provide Seller all information necessary to
calculate amounts due and enable Seller to audit those
records.
5. Deliveries
Unless stated otherwise in the proposal, Seller shall deliver
all products to Buyer EXW Seller’s facility, place of
manufacture, or warehouse, according to INCOTERMS
2000. Shipment dates, if applicable, noted in this proposal
represent Seller's best estimate of probable delivery time
considering conditions known at the time this Proposal was
prepared. Upon acceptance of Buyer’s purchase order or,
where specified in the purchase order, upon receipt of
Buyer’s notification to proceed with fabrication of
equipment that satisfies Seller’s requirements for meeting
the delivery schedule, Seller shall commence fabrication of
equipment. The place of delivery specified therein shall be
firm and fixed, provided that Buyer may notify Seller no
later than 45 days prior to the scheduled shipment date of
the products of an alternate point of delivery. Provided the
parties agree a variation to take into account any additional
324
Winter Springs, FL - KATW112020242024-1TDS Page 8 of 10
cost [or delay] incurred by Seller in implementing this
change, the alternate place of delivery shall become the
agreed place of delivery for all purposes under this
agreement.
6. Consigned Goods
Buyer shall bear all risk of loss and damage to all consigned
goods in Buyer’s possession or control, notwithstanding
Buyer’s exercise of reasonable care. Seller shall have the
right to enter Buyer’s premises at all reasonable times to
inspect such Goods and related records. Upon request,
Buyer agrees to return such goods to Seller pursuant to
Seller’s shipping instructions.
7. Limited Warranties
Seller warrants that the goods shall conform to published
specifications and shall be free from defects in material and
workmanship when at all times operated in accordance
with Seller’s written instructions; and that the services will
be performed with the degree of skill which can reasonably
be expected from a seller engaged in a comparable business
and providing comparable services under comparable
circumstances. Unless otherwise provided in any warranty
schedule that may be attached hereto, the foregoing
warranties are valid: (a) for chemicals and services, for 6
months from their date of delivery or the provision of
Services; (b) for consumables, including filters and
membranes, 12 months from their date of delivery, (c) for
goods other than chemicals and consumables, the earlier
of, 15 months from receipt, or 12 months from start-
up/first use. Unless expressly agreed in a "performance
warranty document" signed between the parties on a
separate basis, there is no performance warranty on goods
and services or warranty on process results. For goods not
manufactured by Seller, the warranty shall be the
manufacturer’s transferable warranty only. Any claim for
breach of these warranties must be promptly notified in
writing or the claim will be void. Seller’s sole responsibility
and Buyer’s exclusive remedy arising out of or relating to
the goods or services or any breach of these warranties is
limited to, at Seller’s option: (a) replacement of non-
conforming goods or refund of purchase price of the non-
conforming Goods; and (b) re-performance of the services
at issue, or a refund of the amount paid for the Services at
issue. No allowance will be made for repairs or alterations
made by Buyer without Seller's written consent or approval.
Goods may not be returned to Seller without Seller's
written permission. Seller will provide Buyer with a "return
material authorization" number to use for returned goods.
Buyer, as the original purchaser, is not entitled to extend or
transfer this warranty to any other party. The foregoing
warranties are in lieu of and exclude all other warranties,
statutory, express or implied, including any warranty of
merchantability or of fitness for a particular purpose.
8. Use of Equipment, Tanks, and Containers
Tanks and SBC’s owned by Seller shall be used only for the
storage of goods approved by Seller and, at Seller’s request,
shall be returned to Seller within thirty (30) days.
9. Compliance with Laws; Permits
Buyer is responsible for compliance with all laws and
regulations applicable to the storage, use, handling,
installation, maintenance, removal, registration and
labeling of all goods from and after Buyer’s receipt of the
goods, as well as for the proper management and disposal
of all wastes and residues (including containers) resulting
from Buyer’s use of the Goods. Buyer agrees to ensure that
all Goods and Services provided to Buyer for export are
exported only in compliance with applicable export control
laws and regulations. Permits and licenses of a permanent
nature, or which are required to operate apparatus or
equipment or to use the Goods, shall be procured by Buyer
at Buyer’s sole expense.
10. Installation
For equipment purchase if applicable, installation costs of
the equipment and materials supplied shall be the
responsibility of the Buyer, unless otherwise provided
within the Seller’s proposal. Otherwise, unless stipulated in
the Seller’s proposal, Buyer agrees to pay for start-up
supervision and operator instruction, at the Seller's
prevailing rate per day. Buyer also agrees to pay reasonable
expenses for transportation room and board for Seller's
personnel. Standard terms of sale include two sets of
operating instructions. If additional sets are required, they
are available at an additional charge. Upon receipt of
request for additional sets, a price quotation will be
forwarded.
11. Differing Site Conditions And Hazardous Materials
In the event that Seller encounters any Hazardous Materials
(shall mean toxic substances, hazardous substances,
pollutants, contaminants, regulated wastes, or hazardous
wastes as such terms may be defined or classified in any
law, statue, directive, ordinance or regulations
promulgated by any applicable governmental entity) at the
Buyer’s site, other than Hazardous Materials introduced by
Seller or that are otherwise the express responsibility of
Seller under this Agreement, Buyer shall immediately take
whatever precautions are required to legally eliminate such
hazardous conditions so that the Seller’s work under this
Agreement may safely proceed.
325
Winter Springs, FL - KATW112020242024-1TDS Page 9 of 10
12. Emergencies
In the event an emergency condition should occur where
the protection of either the plant equipment, employees at
site, or the surrounding community are threatened, Seller
may procure the required and necessary equipment,
personnel, or subcontract support. Seller must provide
immediate notice to Buyer regarding the emergency and
then provide a report after reviewing the events and
itemizing all expenditures. Buyer will reimburse Seller for all
emergency related expenses.
13. Excusable Delay/Non-Performance
Seller shall not be liable nor in breach or default of its
obligations under this Agreement to the extent
performance of such obligations is delayed or prevented,
directly or indirectly, due to causes beyond the reasonable
control of Seller, including, but not limited to: acts of God,
fire, terrorism, war (declared or undeclared) epidemics,
material shortages, insurrection, act (or omissions) of Buyer
or Buyer’s suppliers or agents, any act (or omission) by any
governmental authority, strikes, labor disputes,
transportation shortages, or vendor non-performance. The
delivery or performance date shall be extended for a period
equal to the time lost by reason of delay or non-
performance, plus such additional time as may be necessary
to overcome the effect of the delay or non-performance. If
Seller is delayed by any acts (or omissions) of Buyer, or by
the prerequisite work of Buyer’s other contractors or
suppliers, Seller shall be entitled to an equitable price and
performance adjustment as applicable.
14. Confidentiality and Intellectual Property
Both parties agree to keep confidential the other party’s
proprietary non-public information, if any, which may be
acquired in connection with this Agreement. Buyer will not,
without Seller’s advance written consent, subject Goods to
testing, analysis, or any type of reverse engineering. Seller
retains all intellectual property rights including copyright
which it has in all drawings and data or other deliverables
supplied or developed under this Agreement, subject to
Buyer’s right to use such drawings and data for its own use
without additional cost. Buyer acknowledges that Seller is
in the business of selling the Goods subject to this
Agreement and agrees that it will not file patent
applications on the Goods, or processes and methods of
using the Goods, without Sellers express written
permission. Buyer further agrees that in any event any such
patents will not be asserted against Seller or its customers
based upon purchase and use of such Goods. Buyer shall be
fully liable for any infringement of patent rights of third
parties arising out of the products supplied hereunder
where the construction, and other characteristics of such
products including modification of the Goods and Services,
is prescribed to the Seller, or completed independently, by
the Buyer or agent(s). Buyer shall fully defend and
indemnify the Seller in case of such claim(s). Any software
Seller owns and provides pursuant to this Agreement shall
remain Seller’s property. Seller provides to Buyer a limited,
non-exclusive and terminable license to such software for
the term of this Agreement. Buyer agrees not to copy, sub-
license, translate, transfer, reverse engineer, or decode the
software. Unless otherwise expressly agreed by Seller, this
license shall terminate and the software shall be returned
to Seller upon termination of this Agreement, or the
material breach of the terms in this section.
15. Limitation on Liability
To the extent permitted by law, the total liability of the
Seller for all claims arising out of or relating to the
performance or breach of this Agreement or use of any
Goods or Services shall not exceed the annual contract
value of this Agreement. Seller shall not be liable for any
advice, instruction, assistance or any services that are not
required under this Agreement or for which Seller does not
charge Buyer. In no event will either party be liable to the
other for lost profits or revenues, cost of capital or
replacement or increased operating costs, lost or decreased
production, claims of Buyer’s customers for such damages
or any similar or comparable damages, or for any incidental,
special, consequential or indirect damages of any type or
kind, irrespective of whether arising from actual or alleged
breach of warranty, indemnification, product liability or
strict liability, or any other legal theory. If Buyer is supplying
Seller’s Goods or Services to a third party, Buyer shall
require the third party to agree to be bound by this clause.
If Buyer does not obtain this agreement for Seller’s benefit
for any reason, Buyer shall indemnify and hold Seller
harmless from all liability arising out of claims made by the
third party in excess of the limitations and exclusion of this
clause.
16. Conflicts; Survival, Assignment
If there is any conflict between this Agreement and any
written proposal or quotation provided by Seller, then the
terms and conditions set forth in the proposal or quotation
shall prevail. If any term or condition of this Agreement or
any accompanying terms and conditions are held invalid or
illegal, then such terms and conditions shall be reformed to
be made legal or valid, or deleted, but the remaining terms
and conditions shall remain in full force and effect, and the
Agreement shall be interpreted and implemented in a
manner which best fulfills our intended agreement. This
Agreement may only be assigned by Seller to any affiliate.
17. Termination and Cancellation
This Agreement and any performance pursuant to it may be
terminated or suspended by either party if the other party
(a) is the subject of bankruptcy or insolvency proceedings;
326
Winter Springs, FL - KATW112020242024-1TDS Page 10 of 10
or (b) defaults in its material obligations under this
Agreement, and such default is not cured within thirty (30)
days. Upon the termination of this Agreement: (a) Buyer
agrees to pay for all Goods in Buyer’s possession or for
which title has passed to Buyer, at current prices or at such
other prices as have been agreed to in writing; and (b) all
amounts owing, if any, for the equipment or tanks relating
to those Goods shall immediately become due and shall be
paid within thirty (30) days of receipt of an invoice. In the
event of cancellation of an order by Buyer, a cancellation
charge will be made against the Buyer, in proportion to the
work completed by Seller, or obligated against the order,
plus any cancellation charges assessed against Seller by
Seller’s suppliers.
18. Governing Law and Dispute Resolution
This Agreement shall be governed by the substantive laws
of the State of Minnesota. The UN Convention on the
International Sale of Goods shall not apply. In the event of
a dispute concerning this Agreement, the complaining party
shall notify the other party in writing thereof. Management
level representatives of both parties shall meet at an agreed
location to attempt to resolve the dispute in good faith.
Should the dispute not be resolved within thirty (30) days
after such notice, the complaining party shall seek remedies
exclusively through arbitration. The seat of arbitration shall
be the federal district court in Minneapolis, MN, and the
rules of the arbitration will be the Commercial Arbitration
Rules of the American Arbitration Association, which are
incorporated by reference into this clause.
327