HomeMy WebLinkAbout2025 02 10 Consent 300 - Wastewater Treatment Plant Belt Filter Press RefurbishmentCONSENT AGENDA ITEM 300
CITY COMMISSION AGENDA | FEBRUARY 10, 2025 REGULAR MEETING
TITLE
Wastewater Treatment Plant Belt Filter Press Refurbishment
SUMMARY
The Utility Department is requesting City Commission approve the expense to rebuild
the belt filter press, Model TP17.93s using Charter Machine Company. The Utility
Department is seeking permission from the Commission to allow the formal bid
procedure to be waived in the best interest of the City due to this very specialized
piece of equipment. The belt filter press was originally purchased from Charter
Machine Company, and they are the most qualified vendor to perform this
refurbishment.
The belt filter press, which is trailer mounted, is used at the City’s wastewater
treatment plants to remove water from liquid wastewater residuals and produce a
non-liquid material referred to as “cake.” Dewatering wastewater solids reduces the
volume of residuals, improves operation, and reduces costs for subsequent storage,
processing, transfer, end use, or disposal of biosolids. The City currently owns one belt
filter press which is transported from the East to West wastewater treatment plant on
an as needed basis.
Charter Machine Company has provided the scope of work for this belt filter press
refurbishment to include shipment to their factory in New Jersey to perform the
rebuild. The belt filter press will be dismantled and all rollers (gravity and press
sections) except for drive rolls will be removed and replaced, all drive rolls to be
recoated, all rollers to have new bearings, seals and recoated housings, wash tubes
shall be rebuilt with new nozzles, gaskets, seals, perforated roller shall be replaced
with a new one, new set of belts, side seals, scraper blades, gravity box seals, and
evaluation of repairs needed for the breaker control panel.
The belt filter press is vital to the maintenance of the Wastewater plant operations and
the optimization of biosolids management. This refurbishment will ensure the
longevity of the belt filter press and increase its functionality and performance.
FUNDING SOURCE
Total refurbishment up to $298,210 will be funded via a line code transfer from
Construction in Progress GL# 410-36-3600-560650 within the FY25 budget which has
been re-prioritized based on timing and need.
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RECOMMENDATION
Staff recommends the City Commission approve the scope of work and to waive the
formal bid process for the refurbishment of the belt filter press and authorize the City
Manager to execute a purchase order to Charter Machine Company in the amount of
$271,100 plus a 10% contingency due to the unknown breaker control panel status
and possible additional repair or replacement cost, for a total of $298,210.
Additionally, staff requests authorization for the City Manager and City Attorney to
prepare and execute any and all applicable contract documents consistent with this
Agenda item.
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Dewatering Equipment Machines
Division
A GEC Subsidiary
55 Wester Ave. Metuchen N.J. 08840 (732) 548-4400 Fax: (732) 494-4596
WWW.CHARTERMACHINE.COM
DATE: January 3, 2025
TO: Todd Petrie
Veolia North America
PROPOSAL: Charter Machine Company (CMC)
Proposal No – 250103-C2
PROJECT: Winter Spring FL Trailer Rebuild
SUBJECT: Belt Filter Press Rebuild Proposal
(Full Factory Rebuild with Charter labor to give 15+ years of reliable service)
Item 1
One (1) Rebuild of Charter Machine Company Belt Filter Press, Model TP17.93s with
a 1.7 meter total belt width. The existing belt filter press which is trailer mounted is to be
shipped back to the NJ Charter factory for the rebuild. The press shall be power washed
and cleaned by owner or contractor PRIOR to being shipped. The press will be
dismantled as needed for replacement of New parts. The following is a scope of work to
be completed at the Charter facility.
- All rollers in press (gravity and press sections) except for drive rolls will be removed
and replaced with new industry standard nylon coated rollers. NOTE: Charter
Machine does not recommend SS clad rollers due to longevity issues
associated with the stress cracks from the SS flexing during operation and
then water intrusion under the cladding destroys the rollers from the inside
out and not noticeable until they break. Charter uses a hot dip nylon process
that is the industry standard for roller coatings and should last easily over
10+ years unless there is a very abrasive dewatering material like sand or
lime.
- All drive rolls to be recoated with buna N rubber.
- All rollers to have new bearings, seals and recoated housings.
- Wash tubes shall be rebuilt with new nozzles, gaskets, seals.
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- Perforated roller shall be replaced with a new one.
- New set of belts, side seals, scraper blades, gravity box seals.
- **Repair of damaged control panel. NOTE: There is $5,000 included in the costing
to cover the wire damage and evaluation of the control panel. However, the reason
for the wires burning is probably from a short in one or both of the discharge
conveyor motors. The motors will have to be checked for damage and figure out if
new wires need to be pulled and motors need to be replaced. Charter will perform
a full check out and give a report to the city before performing any other work above
the wire fix in the panel. Any additional repairs/replacements shall be quote at an
adder of time and materials.
The press will be rebuilt to a fully working condition and will include all warrantees the
same as a new press for only the components that were replaced by Charter. During the
rebuild, Charter will be allowed to replace components that are no longer available and/or
are not rebuildable with new versions to maintain and/or increase functionality and
performance.
Charter has not inspected this unit prior to this quote so if there are any frame issues that
need to be fixed, they will be quoted separately during the rebuild.
Charter Machine Company will supply the above parts in approximately 10 to 14 weeks
after acceptance of a purchase order. The owner and/or Contractor shall be responsible
for unloading any and all shipments.
Charter Machine Company shall furnish all labor (dependent on factory load for
employee availability), tools and materials necessary to disassemble the equipment and
install all new components listed above to completion and ready for operation. Charter
Machine Company shall be responsible for coordinating all improvements with the owner.
Final Information and Pricing for Factory Rebuild.
We propose to furnish the above described equipment for the Total Lot Net Selling Price of
$ 263,000.00 U.S.D. , F.O.B. shipping point, with full truck freight allowed back to the
owner in FL.
*******************************************************************************************************
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Gearbox option
Item 2
One (1) New Gearbox and Drive Motor for Charter Machine Company Belt Filter
Press, Model TP17.93s with a 1.7 meter total belt width. Same price for gravity section
and pressure section drives installed at NJ factory.
Final Pricing Information for One (1) Gearbox/Motor Assembly.
We propose to furnish the above described equipment for the Total Lot Net Selling Price of
$ 8,100.00 each U.S.D. , for install at NJ factory only.
*******************************************************************************************************
Additional service may be requested at a rate of $175 per hour, plus all travel and living
expenses.
Please Note:
Except as otherwise noted herein, the following are not included in our offering:
Local, state or federal taxes, permits, or other fees, anchor bolts, wiring, new conduit or
plumbing between items, local motor disconnects or lockouts, polymer for startup or
operation, platforms, walkways, or handrails.
Warranty:
Our equipment components shall be warranted against defects in workmanship and
materials for a period of eighteen (18) months after delivery or twelve (12) months after
start-up, whichever comes first except where noted above. This warranty is based upon
compliance with Charter Machine Company’s handling, storage, installation, startup,
operating and maintenance procedures.
Our standard payment terms are as follows:
50% - upon receipt of purchase order, Net 15 days
40% - upon delivery and before work begins, Net 15 days
10% - upon return delivery, Net 15 days
Other terms and conditions apply per the attached sheet. Late payments shall be subject
to a 1.5% per month finance charge.
Early shipments of embedded metal work can possibly be made however there will be an
additional charge of the lowest ground freight rate available to the purchaser.
Early shipments and partial shipments will be invoiced as shipped on a prorated basis to
be determined by CMC.
Unless otherwise specified this proposal is offered for acceptance for (120) one hundred
twenty days and is subject to review thereafter. Delays in shipments caused by slow
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return of submittals or other delays caused by the contractor, owner, owner’s agents or
engineer may result in additional charges of 1% per month.
Submittal Schedule (if required):
Approval submittals for the electrical control panel can be forwarded approximately 4-6
weeks after our receipt and acceptance of your purchase order with a scope and
description of the control panel.
Delivery Schedule:
Shipment of the equipment and/or parts can be made approximately 10-12 weeks after
our receipt of approval and your release to manufacture (depending on factory load and
man power scheduling).
These lead times are based upon typical Engineering and Shop loading, which may vary
to some degree.
Offering Basis:
Please note that our offering, as described herein, is based upon Charter Machine’s
standard model. Should the contents of any addenda (or other applicable documents)
have an effect on our offering, we must reserve the right to modify that offering (and
pricing) accordingly. We request your assistance in keeping us abreast of all changes to
the contract documents.
We wish you success on this project and look forward to the opportunity of working with
you.
Very truly yours,
Charter Machine Company
Christopher Boyd
Director Of Sales
732-425-7489
ChrisB@CharterMachine.com
Purchase order issuer acknowledges that they have read and understood the Charter
Machine scope of supply listed in this quote. Any changes need to be clarified before a
purchase order is verified.
X__________________________ (sign) __________________(print) ______ (date)
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GSM Engineered Fabrics LLC2015 Gateway Park CourtKingsport TN 37663United States(423) 348-0954
Quote
#QUO4023
11/4/2024
Quotes are valid for 30 days. Major credit cards accepted with a 4% transaction fee. This order is subject to and shall be governed exclusively by GSM's Standard Terms and Conditions, which can be viewed by contacting sales@gsmfiltration.com.
1 of 2
Terms Net 30 Notes
Mobile Belt Press RefurbishmentLead Time Pending on receipt of order
Incoterm FOB
Location Customer's Site
Sales Rep Eric Helin
Email eric@gsmfiltration.com
Shipping Best Way
Bill To Ship To
Winter Springs, FL14055 Riveredge DriveSuite 240Tampa FL 33637United States
Winter Springs, FL. - Plant #11000 Casselberry Lane1000 West State Road 434Winter Springs FL 32708United States
Item Quantity Rate Amount
Mobilization cost associated with transporting dewatering equipment from customers site to GSM service center in Kingsport, Tn. and back to customers' site. This is only an estimate based on recent quotes and is subject to change depending on availability and fuel cost.
1 $8,500.00 $8,500.00
The following items are only related to components associated with the gravity belt table section of the mobile unit. The gravity wear strips were in good condition and had recently been replaced, the plow chicanes were also in good condition so not needing to be replaced at this time.
Refurbishment of the rollers: This would include stripping the existing coatings off the rollers, applying 10ga. stainless-steel cladding to the tension and deflection / idler rollers, along with coating the drive roller with Buna-Nitrile of a shore hardness of 85 or greater. All exposed journal shafts with be coated with belzona for protection.Tension roller stainless-steel cladding = $ 4,032Idler/deflection roller stainless-steel cladding = $ 3,646Drive roller Buna coating = $ 2,536
1 $10,214.00 $10,214.00
Refurbishment of the bearing assemblies which includes journal shaft repairs if needed, stripping and coating of pillow block with rilsan, installing all new internal bearing components and seals along with new stainless-steel fasteners.
6 $946.00 $5,676.00
Rebuild shower pipe assembly. Includes new 2.5mm nozzles, nozzle gaskets, retainers, brushes, valve seal kit.1 $779.00 $779.00
GSM 62-400P - 67" wide by 357" long with heat sealed and doped edges. 8 clips/in.Gravity table beltPart# 050-036-7546
1 $632.00 $632.00
******* SEW EuroDrive gear unit with motor for the gravity table section. This is just an option, the one currently on the equipment is operating, one can be purchased at a later date. ******* GSM would change out the fluids if elected not to purchase new gear unit.
1 $3,687.00 $3,687.00
The following items are only related to components associated with the BFP tower squeeze section of the mobile unit.
Refurbishment of the rollers: This would include stripping the existing coatings off the rollers, applying 10ga. stainless-steel cladding to the rollers, along with coating the drive roller with Buna-Nitrile of a shore hardness of 85 or greater. The exposed shaft journals would be coated with belzona for protection.Includes (2 ea.) doctor rollers, (2 ea.) steering / tracking rollers, (7 ea.) smaller idler or deflection rollers, (6 ea.) tower squeeze section rollers of various sizes cladded with 10 ga. stainless-steel. The drive roller will be covered with Buna Nitrile. Total of 18 rollers.
1 $75,228.00 $75,228.00
15
GSM Engineered Fabrics LLC2015 Gateway Park CourtKingsport TN 37663United States(423) 348-0954
Quote
#QUO4023
11/4/2024
Quotes are valid for 30 days. Major credit cards accepted with a 4% transaction fee. This order is subject to and shall be governed exclusively by GSM's Standard Terms and Conditions, which can be viewed by contacting sales@gsmfiltration.com.
2 of 2
Item Quantity Rate Amount
Refurbishment of perforated roller, applying new outer skin and support rings.1 $15,729.00 $15,729.00
Refurbishment of the bearing assemblies which includes journal shaft repairs if needed, stripping and coating of pillow block with rilsan, installing all new internal bearing components and seals. New stainless-steel fasteners.
38 $946.00 $35,948.00
Rebuild shower pipe assembly. Includes new 2.5mm nozzles, nozzle gaskets, retainers, brushes, valve seal kit.2 $779.00 $1,558.00
GSM 62-400P - 67" wide by 678.5" long with heat sealed and doped edges. 8 clips/in.Upper and Lower Press BeltsPart# 050-016-7546
2 $1,420.00 $2,840.00
Miscellaneous components showing wear or needing replaced. Tension shaft bushings, UHMW headbox ramp blades, doctor /scraper blades, hydraulic lines, fittings, gauges, regulators, belt breakage switches, belt tracking switches, E-stop switch,
1 $3,049.00 $3,049.00
Electrical control panel repair work of burnt terminal strip.1 $6,448.00 $6,448.00
******* SEW EuroDrive gear unit with motor for the belt press. This is just an option, the one currently on the equipment is operating, one can be purchased at a later date. *******
1 $4,280.00 $4,280.00
Service Job with Labor 1 $24,640.00
Subtotal $199,208.00
Tax Total $13,944.56
Total $213,152.56
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QUOTATION
Customer: 136557
Veolia Water North America
2301 Regional Water Lane
TAMPA FL 33619
Contact:
Fax:
Todd Petrie
Copy to:
Your inquiry:VIA EMAIL
Our quote no:21161338
Supplier:Andritz Separation Inc.
Contact:
Phone:
Fax:
E-mail:
Stormi L Abbott
+1 817 375 4444
stormi.abbott@andritz.com
Date:01/17/2025
Sales
Responsible:
MR. LUKE MARKERT
Page 1 of 7
Dear Todd Petrie,
We thank you for your inquiry and are pleased to quote as follows:
1.Scope of supply
Should you choose to place an order, please provide the following information:
1. Shipping Address for Delivery
2. Billing Address for Invoice
3. Shipping Terms: If a specific carrier is preferred, please list as FCA, Origin Collect with preferred carrier.
Otherwise, list as FCA, Origin Prepaid & Add.
4. Reference this quote number.
Freight is excluded.
Delivery of product(s) to be determined from receipt of approved purchase order and any clarifications.
**ANDRITZ HAS A $250 USD MINIMUM ORDER AMOUNT**
Please note currency is in US Dollars
Andritz Inc Standard Terms & Conditions apply
Returned goods require pre approval and are subject to restocking and inspection fees.
Item Product ID No.S/W*Quantity Unit Unit Price Amount
10 CHARTER BELT PRESS & GBT 129999901 1 PC 321,190.00 321,190.00
REFURBISHMENT QUOTE
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
17
Our quote no:21161338
Page 2 of 7
Item Product ID No.S/W*Quantity Unit Unit Price Amount
ANDRITZ Separation will provide the
components and labor listed in the quote to
refurbish the Trailer mounted 1.5M Belt Press
& GBT
Refurbished Parts:
Rollers:
18 Belt Press and 4 GBT rollers
Belt Press and GBT rollers will be stripped,
and recoated drive roller will be Buna N
rubber coated all other rollers 10 ga. Stainless
Steel Cladded
Belt Press perforated roller will be cleaned
and repaired new perforated skin and end
plates
Belt Press and GBT refurbished bearing
housings strip and recoat
New Parts:
New bearing housing internal components
bearings, seals, and 316 stainless steel
hardware for the Belt Press and GBT rollers
New spray bar nozzle, gaskets, retaining
rings, and seal kits for the Belt Press and
GBT
New UHMWPE doctor blades for the
discharge end of press Belt Press
New UHMWPE headbox strip for Belt Press
Electrical switches no cake, belt
misalignment, belt breakage and emergency
trip cord switch for the Belt Press
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
18
Our quote no:21161338
Page 3 of 7
Item Product ID No.S/W*Quantity Unit Unit Price Amount
Filter Belts for the Belt Press
Site Work:
Labor & Expenses for 2 technician’s working
through the weekends 12 hr. shifts to remove
and install new/reconditioned parts listed
above. One visit to remove parts to be
refurbished and one visit to install refurbished
and new parts.
Additional time required due to delays outside
of ANDRITZ control or request for additional
work will be charged per the attached service
rate sheet
Not in Scope:
Customer will be responsible for loading and
unloading the delivery trucks.
Customer will be responsible for power
washing and cleaning of the equipment prior
to work.
Customer will be responsible for
disconnecting (and reconnection) of all utilities
such as sludge line, water and electrical
service
Customer will be responsible for removal of
any walkways or handrails
Option:
Belt Drive SEW Eurodrive motor and gearbox
for the Belt Press and GBT
Price $4,096.00 each
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
19
Our quote no:21161338
Page 4 of 7
Item Product ID No.S/W*Quantity Unit Unit Price Amount
________________________________________
Items total 321,190.00
Total Amount USD 321,190.00
* S = Spare Parts, W = Wear Parts
Technical contact: Larry Conley /Phone: +1 817 239 5688 / larry.conley@andritz.com
Terms and Conditions
2 .Delivery Time:
after receipt of order and any clarifications.
3 .Terms of delivery:
Our terms of delivery are FCA ORIGIN PREPAID & ADD, according to INCOTERMS 2020.
4 .Terms of Payment:
Within 30 days Due net
(1% default interest per month for delayed payment).
5 .Validity of quotation:
This quotation is valid to 02/16/2025.
Other Terms:
6 .**********
COVID-19 pandemic delays, disrupts, or prevents Andritz’s performance, or increases shipping or
freight costs, Andritz shall be entitled to change order containing an appropriate adjustment in
the contract price and/or delivery schedule. Furthermore, in the event that developments related
to the pandemic, whether initiated prior to or after the date of this proposal, quotation, or order,
including but not limited to travel advisories, steps taken to protect the health and safety of
employees, Government orders, and temporary facility shutdowns, increase the cost or time for
delivery, Andritz shall be entitled to adjust the price and delivery dates herein to reflect these
impacts. Andritz’s delivery date and prices (including freight) are estimates only based on
Andritz’s standard delivery dates and prices and do not account for the present and future
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
20
Our quote no:21161338
Page 5 of 7
schedule impacts of the COVID-19 pandemic. Nothing in this proposal, quotation, or order, or
any contract based hereon, shall be construed as a waiver of these rights.
**********
The crisis in Russia/Ukraine is impacting the complete global supply chain, including but not
limited to, raw material shortages, extended delivery times, unavailability/restricted availability of
transport as well as unforeseeable price increases. The Parties therefore agree that the price and
delivery times in this order confirmation are indicative only. In case the crisis leads to any
impacts on the delivery time or to a price increase of more than 5% of the order value after the
date of the order confirmation, we reserve our right to adapt the prices and/or the delivery times
accordingly. Nothing in this order confirmation can be construed as a waiver of such right. Of
course, we will stay in close contact with you, being stipulated that we are doing our best effort to
overcome this significant cost pressure and hurdles in the supply chain.
**********
TERMS APPLICABLE
This quotation or acknowledgement and Seller's sale of Products and /or provision of Services described in Buyer's purchase order issued in whole or in part in response to this quotation or in response to which this acknowledgement is issued are expressly limited
to and expressly made conditional on, Buyer's acceptance of the Terms and Conditions of Sale and/or Service listed below, which are the exclusive terms and conditions upon which Andritz Separation Inc. or the applicable Andritz entity supplying the same
("Seller") will accept a purchase order for the sale of new, used and refurbished products, equipment, parts and/or the provision of services ("Products" and "Services"). These Terms and Conditions of Sale and/or Service control, supersede and replace any and
all other additional and/or different terms and conditions of Buyer, and Seller hereby objects to and rejects all such terms and conditions of Buyer without further notification, except to the extent Seller expressly agrees to such conditions in writing. Seller's
commencement of work under the Purchase Order or Buyer's acceptance of delivery of or payment for any Products or Services covered by this Agreement, in whole or in part, shall be deemed Buyer's agreement to the foregoing. The term "this Agreement" as
used herein means this quotation or acknowledgment or Buyer's purchase order, together with any attachment thereto, any documents expressly incorporated by reference (but excluding any Buyer terms and conditions attached thereto or incorporated therein by
reference), and these Terms and Conditions of Sale and/or Service.
7 .DELIVERY OR PERFORMANCE
Delivery or performance dates are good faith estimates and do not mean that "time is of the essence." Buyer's failure to promptly make advance or interim payments, supply technical information, drawings and approvals will result in a commensurate delay in
delivery or performance. Installation of any Product shall not be Seller's responsibility unless specifically provided for in this Agreement. Upon and after delivery, risk of loss or damage to the Products shall be Buyer's. Delivery of the Products hereunder will be
made on the terms agreed to by the parties as set forth in this Agreement, according to INCOTERMS 2010.
8 .WARRANTY
(a) Products Warranty.
(i) New Equipment Warranty. In the case of the purchase of new equipment the Seller warrants to Buyer that the new equipment manufactured by it will be delivered free from defects in material and workmanship. This warranty shall commence upon delivery of the
new equipment to Buyer and shall expire on the earlier to occur of 12 months from initial operation of the new equipment and 18 months from delivery thereof (the "Warranty Period").
(ii) Parts and Used or Reconditioned Machinery or Equipment Warranty. In the case of parts or used or reconditioned machinery or equipment, and unless otherwise indicated, Seller warrants to Buyer that the parts or the used or reconditioned machinery or
equipment manufactured by it will be delivered free from defects in material and workmanship. This warranty shall commence upon delivery of the parts or the used or reconditioned machinery or equipment to the buyer and shall expire 6 months from delivery
thereof (the "Warranty Period").
(iii) If during the Warranty Period Buyer discovers a defect in material or workmanship of a Product and gives Seller written notice thereof within 10 days of such discovery, Seller will, at its option, either deliver to Buyer, on the same terms as the original delivery
was made, according to INCOTERMS 2010, a replacement part or repair the defect in place. Any repair or replacement part furnished pursuant to this warranty are warranted against defects in material and workmanship for one period of 12 months from completion
of such repair or replacement, with no further extension. Seller will have no warranty obligations for the Products under this Paragraph 3(a): (i) if the Products have not been stored, installed, operated and maintained in accordance with generally approved industry
practice and with Seller's specific written instructions; (ii) if the Products are used in connection with any mixture or substance or operating condition other than that for which they were designed; (iii) if Buyer fails to give Seller such written 10 day notice; (iv) if the
Products are repaired by someone other than Seller or have been intentionally or accidentally damaged; (v) for corrosion, erosion, ordinary wear and tear or in respect of any parts which by their nature are exposed to severe wear and tear or are considered
expendable; or (vi) for expenses incurred for work in connection with the removal of the defective articles and reinstallation following repair or replacement.
(b) Services Warranty. Seller warrants to Buyer that the Services performed will be free from defects in workmanship and will conform to any mutually agreed upon specifications. If any failure to meet this warranty appears within 12 months from the date of
completion of the Services, on the condition that Seller be promptly notified in writing thereof, Seller as its sole obligation for breach of this warranty will correct the failure by re-performing any defective portion of the Services furnished. Seller does not warrant the
accuracy of, or performance results of, any conclusions or recommendations provided, nor that any desired objective will result from the Service provided and Seller shall not be liable for any loss of use or any production losses whatsoever.
c) Seller further warrants to Buyer that at delivery, the Products manufactured by it will be free of any liens or encumbrances. If there are any such liens or encumbrances, Seller will cause them to be discharged promptly after notification from Buyer of their
existence.
(d) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE ONLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES, WHETHER STATUTORY, ORAL, EXPRESS OR IMPLIED. IN PARTICULAR, THERE
ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(e) The remedies provided in Paragraphs 3(a), 3(b) and 3(c) are Buyer's exclusive remedy for breach of warranty.
(f) With respect to any Product or part thereof not manufactured by Seller, Seller shall pass on to Buyer only those warranties made to Seller by the manufacturer of such Product or part which are capable of being so passed on.
9 .LIMITATION OF LIABILITY
Notwithstanding any other provision in this Agreement, the following limitations of liability shall apply:
(a) In no event, whether based on contract, tort (including negligence), strict liability or otherwise, shall Seller, its officers, directors, employees, subcontractors, suppliers or affiliated companies be liable for loss of profits, revenue or business opportunity, loss by
reason of shutdown of facilities or inability to operate any facility at full capacity, or cost of obtaining other means for performing the functions performed by the Products, loss of future contracts, claims of customers, cost of money or loss of use of capital, in each
case whether or not foreseeable, or for any indirect, special, incidental or consequential damages of any nature resulting from, arising out of or connected with the Products, Services, or this Agreement or from the performance or breach hereof.
(b) The aggregate liability of Seller, its officers, directors, employees, subcontractors, suppliers or affiliated companies, for all claims of any kind for any loss, damage, or expense resulting from, arising out of or connected with the Products, Services or this
Agreement or from the performance or breach hereof, together with the cost of performing make good obligations to pass performance tests, if applicable, shall in no event exceed the contract price.
(c) The limitations and exclusions of liability set forth in this Paragraph 4 shall take precedence over any other provision of this Agreement and shall apply whether the claim of liability is based on contract, warranty, tort (including negligence), strict liability,
indemnity, or otherwise. The remedies provided in this Agreement are Buyer's exclusive remedies.
(d) All liability of Seller, its officers, directors, employees, subcontractors, suppliers or affiliated companies, resulting from, arising out of or connected with the Products, Services or this Agreement or from the performance or breach hereof shall terminate on
the third anniversary of the date of this Agreement.
(e) In no event shall Seller be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects or defects inherent in the design of goods serviced (unless such discovery or repair is normally discoverable by tests expressly
specified in the scope of work under this Agreement) or caused by the use of goods by the Buyer against the advice of Seller. If Seller furnishes Buyer with advice or assistance concerning any products or systems that is not required pursuant to this Agreement,
the furnishing of such advice or assistance will not subject Seller to any liability whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
21
Our quote no:21161338
Page 6 of 7
10 .CHANGES, DELETIONS AND EXTRA WORK
Seller will not make changes in the Products unless Buyer and Seller have executed a written Change Order for such change. Buyer, without invalidating this Agreement, may make changes by altering, adding to or deducting from the general scope of the
Services by written Change Order. Any such Change Order will include an appropriate adjustment to the contract price and delivery schedule. If the change impairs Seller's ability to satisfy any of its obligations to Buyer, the Change Order will include appropriate
modifications to this Agreement. Seller shall be entitled to a Change Order adjusting the contract price, delivery schedule and/or any affected obligations of Seller if after the date of this Agreement a change in applicable law should require a change in the Products
or Services or in the event and to the extent that an act or omission of Buyer, or any error or change in Buyer-provided information, affects the Seller's performance hereunder.
11 .TAXES
Seller's prices do not include any sales, use, excise or other taxes. In addition to the price specified herein, the amount of any present or future sales, use, excise or other tax applicable to the sale or use of the Products or Services shall be billed to and paid by
Buyer unless Buyer provides to Seller a tax-exemption certificate acceptable to the relevant taxing authorities.
12 .SECURITY INTEREST
Seller shall retain a purchase money security interest and Buyer hereby grants Seller a lien upon and security interest in the Products until all payments hereunder have been made in full. Buyer acknowledges that Seller may file a financing statement or comparable
document as required by applicable law and may take all other action it deems reasonably necessary to perfect and maintain such security interest in Seller and to protect Seller's interest in the Products.
13 .SET OFF
Neither Buyer nor any of its affiliates shall have any right to set off claims against Seller or any of its affiliates for amounts owed under this Agreement or otherwise.
14 .PATENTS
Unless the Products or any part thereof are designed to Buyer's specifications and provided the Product or any part thereof is not used in any manner other than as specified or approved by Seller in writing, (i) Seller shall defend against claims made in a suit or
proceeding brought against Buyer by an unaffiliated third party that any Product infringes a device claim of a United States or Canadian patent issued as of the effective date of this Agreement and limited to the field of the specific Products provided under this
Agreement; provided Seller is notified promptly in writing and given the necessary authority, information and assistance for the defense of such claims; (ii) Seller shall satisfy any judgment (after all appeals) for damages entered against Buyer on such claims so long
as such damages are not attributable to willful conduct or sanctioned litigation conduct; and (iii) if such judgment enjoins Buyer from using any Product or a part thereof, then Seller will, at its option: (a) obtain for Buyer the right to continue using such Product or part;
(b) eliminate the infringement by replacing or modifying all or part of the Products; or (c) take back such Product or part and refund to Buyer all payments on the purchase price that Seller has received for such Product or part. The foregoing states Seller's entire
liability for patent infringement by any Product or part thereof.
15 .SOFTWARE LICENSE, WARRANTY, FEES
The following Software Terms and Conditions apply to any embedded or separately packaged software produced by Seller and furnished by Seller hereunder:
(a) Seller hereby grants to Buyer a non-exclusive, non-transferable, non-sub-licensable license to the Software, and any modifications made by Seller thereto only in connection with configuration of the Products and operating system for which the Software
is ordered hereunder, and for the end-use purpose stated in the related Seller operating documentation. Buyer agrees that neither it nor any third party shall modify, reverse engineer, decompile or reproduce the Software, except Buyer may create a single
copy for backup or archival purposes in accordance with the related Seller operating documentation (the "Copy"). Buyer's license to use the Software and the Copy of such Software shall terminate upon any breach of this Agreement by Buyer. All copies of the
Software, including the Copy, are the property of Seller, and all copies for which the license is terminated shall be returned to Seller with written confirmation after termination.
(b) Seller warrants that, on the date of shipment of the Software or the Products containing the Software to Buyer: (1) the Software media contain a true and correct copy of the Software and are free from material defects; (2) Seller has the right to grant the
license hereunder; and (3) the Software will function substantially in accordance with the related Seller operating documentation.
(c) If within 12 months from the date of delivery of the Software or Products containing the Software, Buyer discovers that the Software is not as warranted above and notifies Seller in writing prior to the end of such 12 month period, and if Seller determines that it
cannot or will not correct the nonconformity, Buyer's and Buyer's Seller-authorized transferee's exclusive remedies, at Seller's option, are: (1) replacement of the nonconforming Software; or (2) termination of this license and a refund of a pro rata share of the
contract price or license fee paid.
(d) If any infringement claims are made against Buyer arising out of Buyer's use of the Software in a manner specified by Seller, Seller shall: (i) defend against any claim in a suit or proceeding brought by an unaffiliated third party against Buyer that the Software
violates a registered copyright or a confidentiality agreement to which Seller was a party, provided that Seller is notified promptly in writing and given the necessary authority, information and assistance for the defense and settlement of such claims (including the
sole authority to select counsel and remove the Software or stop accused infringing usage); (ii) Seller shall satisfy a final judgment (after all appeals) for damages entered against Buyer for such claims, so long as such damages are not attributable to willful conduct
or sanctioned litigation conduct; and (iii) if such judgment enjoins Buyer from using the Software, Seller may at its option: (a) obtain for Buyer the right to continue using such Software; (b) eliminate the infringement by replacing or modifying the Software, or (c) take
back such Software and refund to Buyer all payments on the purchase price that Seller has received. However, Seller's obligations under this Paragraph shall not apply to the extent that the claim or adverse final judgment relates to: (1) Buyer's running of
the Software after being notified to discontinue; (2) non-Seller software, products, data or processes; (3) Buyer's alteration of the Software; (4) Buyer's distribution of the Software to, or its use for the benefit of, any third party; or (5) Buyer's acquisition of confidential
information (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a third party who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the confidential
information. Buyer will reimburse Seller for any costs or damages that result from actions 1 to 5. In Seller's discretion and at Seller's own expense, with regard to any actual or perceived infringement claim related to the Software, Seller may: (i) procure the right to
use the Software, (ii) replace the Software with a functional equivalent, an/or (iii) modify the Software. Under (ii) and (iii) above, Buyer shall immediately stop use of the allegedly infringing Software.
(e) This warranty set forth in subparagraph (c) above shall only apply when: (1) the Software is not modified by anyone other than Seller or its agents authorized in writing; (2) there is no modification in the Products in which the Software is installed by anyone
other than Seller or its agents authorized in writing; (3) the Products are in good operating order and installed in a suitable operating environment; (4) the nonconformity is not caused by Buyer or a third party; (5) Buyer promptly notifies Seller in writing, within the
period of time set forth in subparagraph (c) above, of the nonconformity; and (6) all fees for the Software due to Seller have been timely paid. SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE
SOFTWARE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.
(f) Buyer and its successors are limited to the remedies specified in this Paragraph.
(g) Any subsequent modifications or enhancements to the Software made by Seller are, at Seller's option, subject to a fee.
16 .SITE RISKS
(a) Concealed Conditions. The parties acknowledge and agree that increased costs or schedule extensions due to any concealed conditions at the job site shall be to Buyer's account. Buyer shall hold Seller harmless for increased costs and grant any
necessary schedule extensions if any concealed or hazardous conditions are found.
(b) Environmental Remediation. Buyer acknowledges that Seller is not an expert in environmental remediation and shall not be directed by change order or otherwise to perform any environmental remediation as part of the Services, including but not
limited to asbestos and lead paint removal. If any environmental remediation becomes necessary, Buyer will contract directly with a qualified third party to perform such work.
17 .TERMINATION
(a) Buyer may terminate this Agreement upon breach by Seller of a material obligation hereunder and Seller's failure to cure, or to commence a cure of, such breach within a reasonable period of time (but not less than 30 days) following written receipt of notice of
the same from Buyer.
(b) Buyer may only terminate this Agreement for Buyer's convenience upon written notice to Seller and upon payment to Seller of Seller's termination charges, which shall be specified to Buyer and shall take into account among other things expenses (direct and
indirect) incurred and commitments already made by Seller and an appropriate profit; provided, that in no event shall Seller's termination charges be less than 25% of the contract price.
(c) Seller shall have the right to suspend and/or terminate its obligations under this Agreement if payment is not received within 30 days of due date. In the event of the bankruptcy or insolvency of Buyer or in the event of any bankruptcy or insolvency proceeding
brought by or against Buyer, Seller shall be entitled to terminate any order outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its cancellation charges.
18 .CONFIDENTIALITY
Buyer acknowledges that the information that Seller submits to Buyer in connection with this Agreement and the performance hereof includes Seller's confidential and proprietary information, both of a technical and commercial nature. Buyer agrees not to disclose
such information to third parties without Seller's prior written consent. Seller grants to Buyer a non- exclusive, royalty-free, perpetual, non-transferrable license to use Seller's confidential and proprietary information for the purpose of the installation, operation,
maintenance and repair of the Products that are the subject hereof only. Buyer further agrees not to, and not to permit any third party to, analyze, measure the properties of, or otherwise reverse engineer the Products, fabricate the Products or any parts thereof
from Seller's drawings or to use the drawings other than in connection with this Agreement. Buyer will defend and indemnify Seller from any claim, suit or liability based on personal injury (including death) or property damage related to any Product or part thereof
which is fabricated by a third party without Seller's prior written consent and from and against related costs, charges and expenses (including attorneys' fees). All copies of Seller's confidential and proprietary information shall remain Seller's property and may
be reclaimed by Seller at any time in the event Buyer is in breach of its obligations under this Paragraph.
19 .END USER
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
22
Our quote no:21161338
Page 7 of 7
If Buyer is not the end user of the Products sold hereunder (the "End User"), then Buyer will use its best efforts to obtain the End User's written consent to be bound to Seller by the provisions hereof. If Buyer does not obtain such End User's consent, Buyer shall
defend and indemnify Seller and Seller's agents, employees, subcontractors and suppliers from any action, liability, cost, loss, or expense for which Seller would not have been liable or from which Seller would have been indemnified if Buyer had obtained
such End User's consent.
20 .FORCE MAJEURE
(a) Force Majeure Defined. For the purpose of this Agreement "Force Majeure" will mean all events, whether or not foreseeable, beyond the reasonable control of either party which affect the performance of this Agreement, including, without limitation, acts of
God, acts or advisories of governmental or quasi-governmental authorities, laws or regulations, strikes, lockouts or other industrial disturbances, acts of public enemy, wars, insurrections, riots, epidemics, pandemics, outbreaks of infectious disease or other threats
to public health, lightning, earthquakes, fires, storms, severe weather, floods, sabotage, delays in transportation, rejection of main forgings and castings, lack of available shipping by land, sea or air, lack of dock lighterage or loading or unloading facilities,
inability to obtain labor or materials from usual sources, serious accidents involving the work of suppliers or sub-suppliers, thefts and explosions.
(b) Suspension of Obligations. If either Buyer or Seller is unable to carry out its obligations under this Agreement due to Force Majeure, other than the obligation to make payments due hereunder, and the party affected promptly notifies the other of such delay,
then all obligations that are affected by Force Majeure will be suspended or reduced for the period of Force Majeure and for such additional time as is required to resume the performance of its obligations, and the delivery schedule will be adjusted to
account for the delay.
(c) Option to Terminate. If the period of suspension or reduction of operations will extend for more than four (4) consecutive months or periods of suspension or reduction total more than 6 months in any 12 month period, then either Buyer or Seller may terminate
this Agreement.
(d) Strikes On-Site. Notwithstanding anything herein to the contrary, in the event a strike, lockout, labor, union or other industrial disturbance at Buyer's site affects, delays, disrupts or prevents Seller's performance of this Agreement, Seller shall be entitled to a
Change Order containing an appropriate adjustment in the contract price and delivery schedule.
21 .INDEMNIFICATION AND INSURANCE
(a) Indemnification. Seller agrees to defend and indemnify Buyer from and against any third-party claim for bodily injury or damage to tangible property ("Loss") arising in connection with the Products or the Services provided by Seller hereunder, but only to the
extent such Loss has been caused by the negligence, willful misconduct or other legal fault ("Fault") of Seller. Buyer shall promptly tender the defense of any such third-party claim to Seller. Seller shall be entitled to control the defense and resolution of such claim,
provided that Buyer shall be entitled to be represented in the matter by counsel of its choosing at Buyer's sole expense. Where such Loss results from the Fault of both Seller and Buyer or a third party, then Seller's defense and indemnity obligation shall be limited
to the proportion of the Loss that Seller's Fault bears to the total Fault.
(b) Insurance. Seller shall maintain commercial general liability insurance with limits of $2,000,000 per occurrence and in the aggregate covering claims for bodily injury (including death) and physical property damage arising out of the Products or Services.
Seller shall also provide workers' compensation insurance or the like as required by the laws of the jurisdiction where the Services will be performed, and owned and non-owned auto liability insurance with limits of $1,000,000 combined single limit. Seller will
provide a Certificate of Insurance certifying the existence of such coverages upon request.
22 .GENERAL
(a) Seller represents that any Products or parts thereof manufactured by Seller will be produced in compliance with all applicable federal, state, and local laws applicable to their manufacture and in accordance with Seller's engineering standards. Seller shall not be
liable for failure of the Products to comply with any other specifications, standards, laws or regulations.
(b) This Agreement shall inure only to the benefit of Buyer and Seller and their respective successors and assigns. Any assignment of this Agreement or any of the rights or obligations hereunder, by either party without the written consent of the other party shall
be void.
(c) This Agreement contains the entire and only agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings between Buyer and Seller concerning the Products, Services and any prior course of
dealings or usage of the trade not expressly incorporated herein.
(d) This Agreement may be modified, supplemented,or amended onlyby a writing signed by an authorized representative of Seller. Seller's waiver of any breach by Buyer of any terms of this Agreement must also be in writing and any waiver by Seller or failure by
Seller to enforce any of the terms and conditions of this Agreement at any time, shall not affect, limit, or waive Seller's right thereafter to enforce and compel strict compliance with every term and condition hereof.
(e) All terms of this Agreement which by their nature should apply after the cancellation, completion or termination of this Agreement shall survive and remain fully enforceable after any cancellation, completion, or termination hereof.
(f) (i) If Seller's office is located in the United States, this Agreement and the performance hereof will be governed by and construed according to the laws of the State of Georgia. (ii) If Seller's office is located in Canada, this Agreement and the performance hereof
will be governed by and construed according to the laws of the Province of New Brunswick.
(g) (i) In the circumstances of f(i) above, any controversy or claim arising out of or relating to this Agreement, or the breach hereof, or to the Products or the Services provided pursuant hereto, shall be definitively settled by arbitration, to the exclusion of
courts of law, administered by the American Arbitration Association ("AAA") in accordance with its Construction Industry Arbitration Rules in force at the time this Agreement is signed and to which the parties declare they will adhere (the "AAA Rules"), and
judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the party against whom enforcement is sought or having jurisdiction over any of such party's assets. The arbitration shall be conducted in Atlanta, Georgia by a
panel of three members, one of whom will be appointed by each of Buyer and Seller and the third of whom will be the chairman of the panel and will be appointed by mutual agreement of the two party appointed arbitrators. All arbitrators must be persons who are
not employees, agents, or former employees or agents of either party. In the event of failure of the two party appointed arbitrators to agree within 45 days after submission of the dispute to arbitration upon the appointment of the third arbitrator, the third arbitrator will
be appointed by the AAA in accordance with the AAA Rules. In the event that either of Buyer or Seller fails to appoint an arbitrator within 30 days after submission of the dispute to arbitration, such arbitrator, as well as the third arbitrator, will be appointed by the AAA
in accordance with the AAA Rules. (ii) In the circumstances of f(ii) above, any controversy or claim arising out of or relating to this Agreement, or the breach hereof, or to the Products or the Services provided pursuant hereto, shall be definitively settled under the
auspices of the Canadian Commercial Arbitration Centre ("CCAC"), by means of arbitration and to the exclusion of courts of law, in accordance with its General Commercial Arbitration Rules in force at the time the Agreement is signed and to which the parties
declare they will adhere (the "CCAC Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the party against whom enforcement is sought or having jurisdiction over any of such party's assets. The
arbitration shall be conducted in Saint John, New Brunswick by a panel of three arbitrators, one of whom will be appointed by each of Buyer and Seller and the third of whom will be the chairman of the arbitral tribunal and will be appointed by mutual agreement of
the two party-appointed arbitrators. All arbitrators must be persons who are not employees, agents, or former employees or agents of either party. In the event of failure of the two party-appointed arbitrators to agree within 45 days after submission of the dispute to
arbitration upon the appointment of the third arbitrator, the third arbitrator will be appointed by the CCAC in accordance with the CCAC Rules. In the event that either of Buyer or Seller fails to appoint an arbitrator within 30 days after submission of the dispute to
arbitration, such arbitrator, as well as the third arbitrator, will be appointed by the CCAC in accordance with the CCAC Rules.
(h) In the event this Agreement pertains to the sale of any goods outside the United States or Canada, the parties agree that the United Nations Convention for the International Sale of Goods shall not apply to this Agreement.
(i)The parties hereto have required that this Agreement be drawn up in English. Les parties aux présentes ont exigé que la présente convention soit rédigée en anglais.
Please do not hesitate to contact us if you require further information.
Yours sincerely
Andritz Separation Inc.
Date/ SignatureAknowledgement of order
ANDRITZ Separation Inc.Remit to:Wire instructions:
1010 Commercial Blvd. South ANDRITZ Separation Inc.Nordea Bank Abp
Arlington, TX 76001 USA Dept: 0312 New York Branch
P.O. Box 120312 SWIFT: NDEAUS3N
Tel : +1 (817) 465-5611 Dallas, TX 75312-0312 Account: 8879433001
Fax: +1 (817) 468-3961 Federal Tax ID Number: 59-3773483 ABA: 026010786
23