HomeMy WebLinkAboutCity of Cape Canaveral_Justification LetterOTETRATECH
June 25, 2014
Mr. Pankaj Shah
Bureau of Water Facilities Funding
Florida Department of Environmental Protection
2600 Blair Stone Road, MS #3505
Tallahassee, FL 32399-2400
Subject: City of Cape Canaveral
Oxidation Ditch Rehabilitation Project
Surface Aerator Sole Source Justification
Tt #: 200-52828-13003
Dear Mr. Shah:
The City of Cape Canaveral is modifying the existing Wastewater Treatment Plant (WWTP) to enhance
treatment reliability and flexibility to help ensure that the facility consistently maintains effluent treatment
quality under an ongoing project titled City of Cape Canaveral WWTP Improvements for Oxidation Ditch
Rehabilitation. The above referenced project will be funded through a Clean Water State Revolving Fund
(SRF) Assistance agreement. The total estimated cost of the project is $2.1 million.
As part of the Cape Canaveral WWTP Improvements for Oxidation Ditch Rehabilitation project, the
existing surface aerators are being replaced due to age. The existing aerators are Ovivo (formerly Eimco
Water Technologies) aerators. The aerators provide the required oxygen for CBOD and nitrogen removal
within the oxidation ditch. For this equipment we recommend Ovivo's EWT Excell Aerator II Aerators.
The sales representative for the equipment is:
Paul Wachter, PE
TSC Jacobs
24156 SR 54, Suite 3
Lutz, Florida 33549
(813) 242-2600
The equipment manufacturer's representative is:
Tom Leland
Ovivo USA, LLC
4246 Riverboat Rd
Salt Lake City, Utah 84123
(801)931-3242
Tetra Tech, Inc.
201 E. Pine Street, Suite 1000. Oriando, ri_ jibUi
Tel 407.839.3955 Fax 407.839.3790 www.tetratech.com
Mr. Pankaj Shah, P.E.
TETRA TECH FDEP
June 25, 2014
Page 2
There are two (2) 75 Horsepower Aerators required for the Improvements for Oxidation Ditch
Rehabilitation project. The entire scope of the equipment to be provided by the surface aerator equipment
supplier for each aerator includes the following:
1) Motor
2) Gearbox
3) Couplings (high/low speed)
4) Upper impeller and shaft
5) Lower impeller
6) Submerged radial pumping turbine and shaft
7) Partition wall extensions (upper and lower wall)
8) Velocity enhancing baffle
9) Miscellaneous hardware
The estimated cost for this equipment is $275,000. Ovivo is recommended because their aerators can
provide three (3) distinct advantages that cannot be accomplished by alternate manufacturers of "similar"
equipment.
1) Ovivo is the only manufacturer with a dual impeller and over 20 years of successful operation. It
consists of two impellers, the upper used for aeration and propulsion and the lower used for
propulsion and for maintaining solids in suspension at varying liquid levels. The upper impeller is
efficient with the ability to achieve clean water oxygen transfer efficiencies as high as 3.8 pounds
oxygen per horsepower hour for this application offering significant energy savings over the life
of the equipment. In conjunction with the velocity enhancement baffle, the lower turbine
increases scouring velocity which maintains solids in suspension when the surface aerator is
operating at lower speeds and water levels. The dual (upper -lower) impeller design not only
conserves energy with its increase oxygen transfer efficiency but will also provide operational
flexibility that will allow the operators to conserve energy by consuming only the energy required
to operate the aerators at speeds necessary to meet oxygen demands while maintaining solids in
suspension.
2) The existing aerators are by Ovivo. The gearbox and motors on the existing aerator assemblies
appear to be in fair condition. Ovivo can provide motors and gearboxes on the new aerators that
are compatible with the existing aerators motors and gearboxes such that if a motor or gearbox on
the new aerators needs to be removed from service, for repairs, the motor and gear box can be
removed and the existing (old) motor and gearbox can be installed relatively easily. Gear reducer
lead times are 32 weeks +/- so the ability to use older units as shelf spares is critical to the
reliability of the plant which only has 1 basin. This will allow the operators to maintain aeration
service and treatment capabilities more reliably when one aerator is out of service.
3) The operators are familiar with the operation and maintenance of these aerators reducing the cost
of training in the operation and maintenance of the equipment.
Mr. Pankaj Shah, P.E.
TETRA TECH FDEP
June 25, 2014
Page 3
This letter is to request that a sole source be approved for the procurement of this equipment.
Sincerely,
Tetra Tech
No $ 14
Rasesh Shah, P.16� `%
Project Manager
`•SIONN\-�C,
Attachments:
Copy of Ovivo's Aeration Equipment Proposal
Copy of Ovivo's Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion Letter.
RS/bk/Tt Orlando Letterhead
PROPOSAL
for
CAPE CANAVERAL, FL WWTP
submitted to
TETRA TECH ENGINEERING
from
OVIVO USA, LLC
4246 RIVERBOAT ROAD
SUITE 300
SALT LAKE CITY, UT 84123
Date: March 6, 2014
Ovivo Proposal No: 2-34-0032REV 1
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 - Salt Lake City, Utah 84123 USA
www.ovivowater, com
OVIVO
Bringing water to life
DATE: March 6, 2014
TO: Cape Canaveral, FL WWTP
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 2 of 13
Ovivo USA, LLC is pleased to submit a proposal for the following equipment (the "Products") on
the project indicated above (the "Project"). This proposal, either in its original form or in its "as
sold" format, constitutes Ovivo's contractual offer of goods and services in connection with the
Project. Please contact Ovivo's sales representative in your area for any questions or comments
you may have in connection with this proposal. The address is:
TSC -Jacobs, North
24156 SR 54
Suite 3
Lutz, FL 33549
Attention: Paul Wachter
Telephone: 813-242-2660
Facsimile: 813-242-2597
Email: paultscin@verizon.net
BID PRICING
ESTIMATED
EQUIPMENT SHIP DATE*
CARROUSELS SYSTEM
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 • Salt Lake City, Utah 84123 USA
,."vw.ovivowater. com
8
W
PRICE
OVIVO
Bringing water to life
DELIVERY
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 3 of 13
* Ovivo will submit drawings for approval within eight (8) weeks after Purchaser's receipt of
Ovivo's written acknowledgement of an approved purchase order. Ovivo intends to ship
all Products twenty-eight (28) weeks after receipt of approved drawings from Purchaser.
However, the dates of drawing submission and shipment of the Products represents
Ovivo's best estimate, but is not guaranteed, and Ovivo shall not be liable for any
damages due to late delivery. The Products shall be delivered to the delivery point or
points in accordance with the delivery terms stated in this proposal. If such delivery is
prevented or postponed by reason of Force Majeure, as defined in Ovivo's standard
terms and conditions of sale, Ovivo shall be entitled at its option to tender delivery to
Purchaser at the point or points of manufacture, and in default of Purchaser's
acceptance of delivery, to cause the Products to be stored at such a point or points of
manufacture at Purchaser's expense. Such tender, if accepted, or such storage, shall
constitute delivery for all purposes of this proposal. If shipment is postponed at request
of Purchaser, or due to delay in receipt of shipping instructions, payment of the
purchase price shall be due on notice from Ovivo that the Products are ready for
shipment. Handling, moving, storage, insurance and other charges thereafter incurred
by Ovivo with respect to the Products shall be for the account of Purchaser and shall be
paid by Purchaser when invoiced.
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 • Salt Lake City, Utah 84123 USA
www..ovivowater.com
OVIVO
Bringing water to life
CARROUSEL SYSTEM
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 4 of 13
Ovivo proposes to furnish:
- Two (2) 75 horsepower Excell Aerator II Aerators with DO probes and analyzers.
All mechanism(s) are for installation in the Carrousel System basins. The design of the proposed
mechanisms is based upon Ovivo's standard engineering practices and details which meet the
intent of the project specifications.
AERATORS
ITEMS INCLUDED (per Aerator):
- One (1) 75horsepower motor including:
- 460 Volt, 3 phase, 60 hertz duty.
- TEFC, totally enclosed fan cooled.
- VFD duty rated.
- Mill and chemical duty preparation.
- Nominal 1200 rpm output.
- 1.15 service factor on sine wave power and 1.0 service factor on inverter duty.
- Class F insulation.
- Motor thermal protection device.
- Motor space heater.
- Premium efficiency.
- One (1) gearbox including:
- 2.5 service factor (minimum).
- Ratio will allow existing gearbox to be used as a shelf spare.
- Independent lower bearing.
- Oil drain.
- Mechanical oil pump.
- Dip Stick.
- Low oil Pressure switch.
- One (1) high speed flexible coupling.
- One (1) low speed coupling (cast iron).
- One (1) surface aerator impeller and shaft (A36).
- One (1) submerged radial pumping turbine and shaft (A36).
- One (1) upper partition wall extension plate (stainless steel).
- One (1) lower partition wall extension plate (stainless steel).
- One (1) velocity enhancing baffle (A36 STL).
- Mounting plate/bars (A36).
- Assembly bolts (A325).
- Nameplate (stainless steel).
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Sulte 300 • Salt Lake City, Utah 84123 USA
www.ovivowater.com
OVIVO
Bringing water to life
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 5 of 13
- Painting as noted in the'Surface Preparation and Painting' segment of this Proposal.
- Operation and Maintenance manuals,
- Service as noted in the'Field Service segment of this Proposal.
- Freight, FOB factory, freight allowed.
- Existing jack studs to be reused if condition allows.
ADDITIONAL ITEM INCLUDED:
- Spare parts included:
- One (1) Reducer low oil cut-out switch.
- One (1) Reducer high speed coupling.
APPROXIMATE TOTAL WEIGHT OF ONE (1) MECHANISM:
APPROXIMATE WEIGHT OF HEAVIEST SINGLE COMPONENT:
DO ANALYZERS
ITEMS INCLUDED with Instrumentation):
- (2) Hach SC200 Analyzers, each including:
- NEMA 4X enclosure with handrail mounting bracket.
- Sun Shield.
- RS485 MODBUS.
- (2) Hach LDO Dissolved Oxygen Probe(s), including:
- Luminescent Technology.
- Molded Cable.
- Mounting Hardware.
(1) Spare Hach LDO Dissolved Oxygen Probe, including:
- Luminescent Technology.
- Molded Cable.
4339 LBS.
1616 LBS,
ITEMS NOT INCLUDED WITH CARROUSEL SYSTEM But not limited to the following):
- Aerator jack studs, existing studs to be reused.
- Installation.
- Vibration analysis testing.
- Velocity testing.
- Oxygen transfer testing.
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 - Salt Lake City, Utah 84123 USA
www,ovivowater.com
OVIVO
Bringing water to life
- Motor Control Centers
Variable Frequency Drives
- HMI, PLC, Control Panels or System Programming
Bypass with across the line starter (internal).
Output Load Reactor.
- dV/dT Filter.
External Wiring and Conduit.
- Power Factor Correction Capacitors (PFCC).
Harmonic Testing.
- Conformal Coatings.
- Pushbutton stations.
- Panel mounting components.
- Field wiring/installation.
- Bridges, walkways, stairs, ladders, and hand railing.
- Mist shields or curtains.
- Slide gates, sluice gates, or weirs.
- Tools, Warning signs and Oils/Lubricants.
- Grout.
- Permits, fees, samples, testing.
- Liquidated damages.
SURFACE PREPARATION AND PAINTING
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 6 of 13
Submerged and non -submerged fabricated steel shall be shop -cleaned per SSPC-SP-10
and shop primed 1 coat of Tnemec 161-1211(3.0 to 5.0 Mils D.F.T). Except stainless
steel will not receive a coating.
Motors and gear reducers shall receive manufactures standard surface preparation. Shop
priming and painting shall consist of a high quality coating that is specifically resistant to
chemical, solvent, salt water, and acid environmental conditions.
CLARIFICATIONS TO SPECIFICATIONS
It is our understanding that the existing PLC and SCADA system currently on site will be updated and
used to control the existing aerator VFD's with the feedback from the new DO analyzers supplied by
Ovlvo. Ovivo will provide process description and technical assistance. All programming and
integration to be provided by others.
PROPOSAL--
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 • Salt Lake City, Utah 8412:1 USA
wwwovivowater.com
OVIVO
Bringing water to life
ESTIMATED SHIP DATE
8 weeks drawing preparation
4 weeks drawing approval
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 7 of 13
28 weeks fabrication & shipping
40 WEEKS TOTAL
FIELD SERVICE
NO.OF TRIPS: 2
NO. OF DAYS: 2
PROPOSAL
Ovivo USA, LLC
4248 Riverboat Road, Suite 300 - Salt Lake City, Utah 84123 USA
W W W Avlvowater. com
OVIVO
Bringing water to life
PRICING TERMS
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 8 of 13
The prices quoted are based upon Purchaser's acceptance of this proposal, through the
submission of a purchase order or other written acceptance, being placed no later than
45 days after date of bid opening. After expiration of the pricing effectivity period,
prices will be subject to review and adjustment. Prices quoted are FOB surface point of
shipment, with freight included to an accessible point nearest the jobsite. Federal, state
or local sales, use or other taxes are not included in the sales price.
PAYMENT TERMS
Payment terms are:
Ten percent (10%) net cash after submittal and
Eighty percent (80%) net cash upon shipment of major Product items; and
Ten percent (10%) upon the earlier of (a) Product startup and (b) one hundred eighty (180)
days after completion of shipment.
Credit is subject to acceptance by the Ovivo Credit Department.
Purchaser shall remit payment for proper invoices received from Ovivo in accordance with
the payment terms stated above even if the Purchaser has not been paid by the
Purchaser's customer (the "Owner"), if Purchaser is not the end-user of the Products.
Payments are due within thirty (30) days after Purchaser's receipt of invoice. Overdue and
unpaid invoices are subject to a service charge of 2% per month until paid.
If Purchaser requests or causes cancellation, suspension or delay of Ovivo's work,
Purchaser shall accept transfer of title and pay Ovivo all appropriate charges incurred up to
date of such event plus Ovivo's overhead and reasonable profit. Additionally, all charges
related to and risks incidental to storage, disposition and/or resumption of work shall be
borne solely by Purchaser. Full payment for all work shall be due and payable thirty (30)
days from the date work is placed into storage.
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 - Salt Lake City, Utah 84123 USA
mm.ovivowater.com
OVIVO
Bringing water to life
TAXES
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 9 of 13
Federal, State or local sales, use or other taxes are not included in the sales price. Such
taxes, if applicable, shall be for Purchaser's account.
BACKCHARGES
In no event shall Purchaser/Owner do or cause to be done any work, purchase any services
or material or incur any expense for the account of Ovivo, nor shall Ovivo be responsible
for such work or expenses, until after Purchaser/Owner has provided Ovivo's PROJECT
MANAGER full details (including estimate of material cost and amount and rate of labor
required) of the work, services, material or expenses, and Ovivo has approved the same in
writing. Ovivo will not accept Products returned by Purchaser/Owner unless Ovivo has
previously accepted the return in writing and provided Purchaser/Owner with shipping
instructions.
"PURCHASE ORDER SUBMISSION"
In an effort to ensure all purchase orders are processed timely and efficiently, please
submit all purchase order documentation to the following department and address;
Attn: Order Entry Administrator
Ovivo USA, LLC
4246 Riverboat Road, Suite 300
Salt Lake City, Utah 84123
Fax #: 801-931-3080
Tel. #: 801-931-3000
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Sulte 300 • Salt Lake City, Utah 84123 USA
www.ovivowaterxom
OVIVO
Bringing water to life
ADDITIONAL FIELD SERVICE
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 10 of 13
When included and noted in the Product pricing of each proposal item, Ovivo will supply the service
of a competent field representative to inspect the completed installation and adjustment of
equipment, supervise initial operation, and instruct Owner's personnel in the operation and
maintenance of each proposal item for the number of eight (8) hour days. Notwithstanding Ovivo's
performance of the above -referenced services, Ovivo shall not be held liable for any faulty
workmanship or other defects in the Products' installation, or for other goods and/or services,
performed by third parties unless such goods and/or services are expressly included under Ovivo's
scope of work.
If additional service is required, it will be furnished to the Purchaser and billed to him at the current
rate for each additional day required, plus travel and lodging expenses incurred by the service
personnel during the additional service days.
It shall be the Purchaser's responsibility to provide for all necessary lubrication of all equipment prior
to placing equipment in operation. All equipment must be in operating condition and ready for the
Field Service Engineer when called to the project location. Should the Purchaser/Owner not be ready
when the Field Service Engineer is requested or if additional service is requested, the Ovivo current
service rates will apply for each additional day required, plus travel and lodging expenses incurred by
the service personnel during the additional service days.
SURFACE PREPARATION AND PAINTING GENERAL INFORMATION
If painting the Products is included under Ovivo's scope of work, such Products shall be painted in
accordance with Ovivo's standard practice. Shop primer paint is intended to serve only as minimal
protective finish. Ovivo will not be responsible for condition of primed or finished painted surfaces
after equipment leaves its shops. Purchasers are invited to inspect painting in our shops for proper
preparation and application prior to shipment. Ovivo assumes no responsibility for field service
preparation or touch-up of shipping damage to paint. Painting of fasteners and other touch-up to
painted surfaces will be by Purchaser's painting contractor after mechanism erection.
Clarifier motors, gear motors and center drives shall be cleaned and painted with manufacturer's
standard primer paint only.
It is our intention to ship major steel components as soon as fabricated, often before drives, motors
and other manufactured components. Unless you can insure that shop primed steel shall be field
painted within thirty (30) days after arrival at the jobsite, we encourage you to purchase these
components in the bare metal (no surface prep or primer) condition.
Ovivo cannot accept responsibility for rusting or deterioration of shop applied prime coatings on
delivered equipment if the primed surfaces have not been field painted within thirty (30) days of
arrival at the jobsite using manufacturers' standard primers. Other primers may have less durability.
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 - Salt Lake City, Utah 84123 USA
www.ovivowater.com
OVIVO
Bringing water to life
PRICE ESCALATION
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 11 of 13
The prices submitted are based upon Purchaser's acceptance of this proposal by February
24, 2014.
If the above indicated order date is exceeded, prices and shipping dates are subject to
review and adjustment. Should shipment dates be exceeded because of actions of parties
other than by Ovivo, escalation of the selling prices at the rate of 1.5% per month for each
month or partial month of delay will be applied. This escalation will be applied only if
shipment is delayed by actions of parties other than by Ovivo.
GENERAL ITEMS NOT INCLUDED
Unless specifically and expressly included above, prices quoted by Ovivo do not include
unloading, hauling, erection, installation, piping, valves, fittings, stairways, ladders,
walkways, grating, wall spools, concrete, grout, sealant, dissimilar metal protection, oakum,
mastic, field painting, oil or grease, electrical controls, wiring, mounting hardware, welding,
weld rod, shims, leveling plates, protection against corrosion due to unprotected storage,
special engineering, or overall plant or system operating instructions or any other products
or services.
MANUALS
The content of any and all installation, operation and maintenance or other manuals or
documents pertaining to the Products are copyrighted and shall not be modified without the
express prior written consent of Ovivo. Ovivo disclaims any liability for claims resulting from
unauthorized modifications to any such manuals or other documents provided by Ovivo in
connection with the Project.
PROPOSAL
Ovivo USA, LLC
4246 Riverboat Road, Suite 300 • Salt Lake City, Utah 84123 USA
www.ovivowater. com
OVIVO
Bringing water to life
WARRANTY AND CONDITIONS
Proposal No: 2-34-0032REV 1
Date: March 6, 2014
Page 12 of 13
Ovivo standard Terms and Conditions of Sale, QFORMEWT 0115-02031 is attached and made
an essential part of this proposal. These terms and conditions are an integral part of Ovivo's
offer of Products and related services and replace and supersede any terms and conditions
or warranty included in Purchaser or Owner requests for quotation or specifications and
cannot be changed without written approval from an authorized representative of Ovivo.
CONFIDENTIALITY
The contents of this proposal are confidential and shall be used by Purchaser and/or Owner
only for the purpose of evaluating Ovivo's offer of goods and services in connection with the
Project. Purchaser/Owner shall not disclose the contents of this proposal to any third party
without the prior written consent of Ovivo.
Very truly yours,
Ovivo USA, LLC
I
c
Carla Wirth
Proposal Coordinator
Attachment:
Ovivo USA, LLC General Terms and Conditions
PROPOSAL
Ovivo USA, LLC
4248 Riverboat Road, Suite 300 • Salt Lake City, Utah 84123 USA
vAmovivowater.com
OVIVO
Bringing water to life
Terms & Conditions of Sale
J ACCEPTA\CE. The proposal of Oviva VSA. LLC. ("SELLER"), as well as these terms and conditions
of sale (collectively the "Agreement'-), constitutes SELLER's contractual offer of goods and associated
services, and PURCHASER's acceptance of this offer is expressly barred to the terms of the Agreement.
The scope and terms and conditions of this Agreement represent the entire offer by SELLER and supersede
all prior solicitations. discussions. agreements, tadestundings and representations between the parties Any
scope or temas and conditions included an PURCHASER's acceptance/purclmse order that are an addition to
or different from this Agreement are hereby rejected
].DELIVERY, Any statements relating to fire dam of shipmem of the Products (as defined belov) represent
SELLER'S best estimate, but is not guaranteed, end SELLER shall not be liable for any damages date to late
delivery The Products shall be delivered to die delivery point or points w accordance with the delivery turns
stated m SELLER's proposal If such delivery is prevented or postponed by reason of Force Majeure (as
defined below), SELLER shall be entitled at its option to tender delivery to PURCHASER at tine point or
points of ma nufacr re. and an default of PURCHASER's acceptance of delivery to cause the Products to be
stored at such a point or points of manufacture at PURCHASER'S expense Such tender, if accepted, or such
storage shall constitute delivery for all purposes of thins agreement If shipment is postponed at request of
PURCHASER or due to delay In receipt of shipping Instructions, payment of the purchase price shall be due
on notice from SELLER that the Products are ready for shipment Handling, moving. storage, hnsuraimce and
other charges thereafter incurred by SELLER with respect to the Products shall be for the account of
PURCHASER and shall be paid by PURCHASER when arvoiced
3 TITLE AND RISK OF I OSsi. SELLER shall retain the fullest right, title. and Interest or the Products to
the extent permitted by applicable law, including a security Interest int the Products, until the full purchase
price las been pard to SELLER The giving and accepting of drafts. notes and/or trade acceptances to
evidence the payments due shall not constitute or be construed as payment so as to pass SELLER's interests
until said drafts, notes and/or trade acceptances are pard nn fill Risk of loss shall pass to PURCHASER at the
delivery pout
4. tASAE4T TER.11 SELLER reserves the right to ship tie Products and be pard for such on a pro rata
basis, as shipped If payments are not trade by the due date, interest at a rate of two percent (26o) per month,
calculated daily, shall apply from the due date for payment PURCHASER is liable to pay SELLER'S legal
fees and all other expenses an respect of enforcing or attempting to enforce any of SELLER'S rights relating
to a breach or threatened breach of the payment terns by PURCHASER
S. TAXES, Unless otherwise specifically provided an SELLER's quoatroWproposab, PURCHASER stall pay
and/or reuuburse SELLER, in addition to the price. for all sales, use and other taxes, excises and charges
which SELLER may pay or be required to pay to any govenutient directly or indirectly an connection with tie
production, sale, transportation, and/or rise by SELLER or PURCHASER, of any of the Products or services
dealt with herein {whether the same may be regarded as personal or real property) PURCHASER agrees to
pay all property and other taxes Much may be levied. assessed or charged against or upon any of the Products
on or after the date of acral slupnrent, or placing into storage for PURCHASER'S account
5, IHfiCH&MfAti MAMt+ETS'. Solely for the benefit of PURCHASER, SELLER warrants that new
equipment and parts uranufactrred by at and provided to PURCHASER (collectively, "Products") shall be
free from defects In natural and worknu msh ip The warranty period shall be twelve (12) months from
startup of the equipment not to exceed eighteen (1g) months from shipment If any of SELLER'S Products
fail to comply with the foregoing wannuty, SELLER shall repair or replace free of charge to PURCHASER,
E\ WORKS SELLER'S FACTORIES or other location that SELLER designates, any Product or pans
thereof returned to SELLER which examination shall show to have faded under notarial use and service
operation by PURCHASER within the Warranty Period, provided.. that if it would be Impracticable for the
Product or part thereof to be renamed to SELLER SELLER will send a representative to PURCHASER's job
site to Inspect the Product If it is determined after inspection that SELLER is Gable under this warranty to
repair or replace the Product or part thereof. SELLER shall bear the transportation costs of (a) returning the
Product to SELLER for inspection or sending its representative to the job site and (b) retuning the repaired or
replaced Products to PURCHASER. however, of it is derenswed after inspection that SELLER is not liable
reader this warranty, PURCHASER shall pay those costs For SELLER to be liable with respect to flus
warranty, PURCHASER must nak'e its clawrs to SELLER with respect to this warranty an writing no later
than thirty (30) days after the date PURCHASER discovers the basis for its warranty claw and In no event
more than thirty (30) days after the expiration of the Warranty Period hi addition to any other limitation or
disclnmser with respect to this warranty, SELLER shall have no liability with respect to any of the following
(I) failure of the Products, or damages to their, due to PURCHASER's negligence or wmHful ntisco educt,
abuse or improper storage, installation, application or maintenance (os specified lir any manuals or written
Insructions that SELLER provides to the PURCHASER): i it) any Products that have been altered or repaired
ser any way without SELLER'S prior written authorization, (ins) The costs of dismantling and reinstallation of
the Products, (rv) any Products damaged whule In transit or otherwise by accident, (v) decomposition of
Products by chenmcal action, erosion or corrosion or wear to Products or due to conditions of temperature,
moisture mid din, or (vi) claims with respect to parts that are cotsunable and nonnally replaced during
maintenance such as filler media, filter drainage belts and the like, except where such parts are not perforating
to SELLER'S estunate of nomial service life, in which case, SELLER stall only be liable for the pro rote cost
of replacement of those parts based on SELLER'S estimate of what the rei auung service life of those parts
should have been, provided, that failure of those parts did not result from any of the tatters listed in clauses
(t) through (v) above With regard to thud -party parts, equipment, accessories or components not of
SELLER's design, SELLER'S liability shall be lumfed solely to the assignment of available third -party
warranties THE PARTIES AGREE THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY, WHETHER WRITTEN, ORAL OR STATUTORY, ARE EXCLUDED TO
THE FULLEST EXTENT PERMISSIBLE BY LAW. All warranties and obligations of SLLLER shall
terminate if PURCHASER fails to perforin its obligations under this Agreement neluding but not hinted to
any failure to pay any charges due to SELLER SELLER'S quoted price for the Products is based upon this
warranty Any increase in warranty obligation nay be subject to an Increase In price
1, CONFHIE.'1MA 1NFAll nonpublic wfomatnon and data furnished to PURCHASER
hereunder, Including but not limited to price, size, type and design of the Products is the sole property of
SELLER said subnaued for PURCHASER'S own confidential use solely ser connection with this Agreement
and is not to be rade known or available to may tad party without SELLER'S prior written consent
g. PAINTTNG. The Products shall be pointed in accordance with SELLER'S stairdmd practice, and
purchased items such as motors, controls, speed reducers, pumps, etc, will be painted in accordance with
manufacturers standard practices, unless otherwise agreed an writing
9. MAMNGS AND TECHNICAL LLifENTATl N When PURCHASER requests approval of
drawings before conamencesuent of manufacture, shipment may be delayed if approved dmwwgs are not
returned to SELLER within forteeti (14) days of receipt by PURCHASER of such drawings for approval
SELLER will famish only general arrangement, general assembly, and if required, wing diagrams, erection
drawings, installation and operation-tuawtenance nannals for SELLER'S equipment (ah English language)
SELLER will supply sic 16) complete sets of drawings and operating instructions Additional sets will be pard
for by PURCHASER Electronic files. if requested from SELLER, will be provided in p# Jpg or rfjf annat
only
10, SET OFF, This Agreement shall be completely independent of all other contracts between rhe panes and
all payments due to SELLER Ihereuhder shall be paid wheat due and shall not be setoff or applied against any
money dam or claimed to be due from SELLER to PURCHASER on account of any other transaction or
clause.
LI, 90FTWJU. PURCHASER stall have a nonexclusive and nontransferable license to use any
Information processing program supplied by SELLER with the Products PURCHASER acknowledges that
such programs and the information contained therein is Confidential Inforuwuon and agrees a) not to copy or
duplicate the prograhu except for archival or security purposes, b) not to lase the program on any computer
other than the computer with which it is supplied, mrd c) to limit access to tie program to those of its
employees who are necessary to permit authorized use of the program PURCHASER agrees to execute and
be bound by the tenns of any software license applicable to the Products supplied
U. EALM) L%JN1TS'. SELLER will defend at its own expense any suit instituted against
PURCHASER based upon claws that SELLER's Product hereunder in and of itself constitutes an
serf angewent of any valid apparatus clawrs of any United States patent issued and existing as of the date of
rias Agreement, if notified promptly in writing and given all information. assistance, and sole authority to
defend and settle the same, mrd SELLER shall indemnify the PURCHASER against such claims of
umhngement Fu nhermore, in case the use of the Products IS enjoined in such suit or in case SELLER
otherwise deems at advisable, SELLER shall, at its own expense and discretion, (a) procure for the
PURCHASER the right to continue using the Products, (b) replace the same with non-urfringing Products, ic)
modify the Product so it becomes tion-Infivmgng, or (d) remove the Products and refired the purchase price
les freight charges and depreciation SELLER shall not be liable for, mid PURCHASER shall Indenhfy
SELLER for, any claun of mfr ugenrent related to {a) the rise of the Products for any purpose other than that
for which it was frmislmed by SELLER (b) compliance with equipment designs not famished by SELLER or
(c) use of the Products in combination with any other equipment The foregoing states the sole liability of
SELLER for patent mfiangement with respect to the Products
);& QZNERAL INDEhINITY, Subject to the rights, obligations end (nutations of liabilities of the parties
set forth an this Agreement. PURCHASER shall protect and indemnify SELLER its ultimate parent. its
ultimate parent's subsidiaries and each of their respective officers, directors. employees and agents, from and
against all claims. demands and causes of action asserted by any entity to the extent of PURCHASER's
negligence or wdlfid misconduct an connection with flus Agreement
mi. DXLA(-L-F. TMR fINAT1In the event tat PURCHASER becomes Insolvent, connufs an act of
bankruptcy or defaults in the perfonuonce of any team or condition of this Agreement, the entire unpaid
portion of the purchase price shall, without notice or demand, become immediately due and payable
SELLER at its option, without notice or demand, shall be entitled to sue for said balance and for reasonable
legal fees, plus out-of-pocket expenses and interest, and/or to enter any place where the Products are located
and to take muuedinte possession of and remove the Products, with or without legal process, and/or retain all
payments made as compensation for the lase of the Products and/or resell the Products, without notice or
demand, for and on behalf of the PURCHASER and to apply the net proceeds from such sale (after
deduction from the sale price of all expenses of such salt and all expenses of retaking possession., repairs
necessary to put the Products in saleable condition, storage charges, taxes. (hens, collection and legal fees and
all other expenses an connection therewith) to the balance then date to SELLER for the Products and to
receive from the PURCHASER the deficiency between such net proceeds of sale and such balance
PURCHASER hereby waives all trespass, damage and claims resulting from any such entry, repossession
removal, retention, repair. alteration and sale The remedies provided In flus paragraph are in addition to and
not laminations of any other rights of SELLER
is, CANCELLATION. PURCHASER may tertmme tins Agreement for convenience upon giving
SELLER thirty (30) days prior written notice of such fact and paying SELLER for all costs and expenses
( including overhead) Incurred by at in perfonhmg its work and closing out the same plus a reasonable profit
thereon. All such costs and expenses shall be paid to SELLER widam ten (10) days of the termination ofthe
Agreement, or be subject to an additional late payment penalty of five percent (500) of the total amount of
costs and expenses owed
1J. bEb=L% The rights and remedies of the PURCHASER in connection with the goods and services
provided by SELLER hereunder are exclusive and Iauted to the rights and remedies expressly stated in flus
Agreement
L?, JyELVJ Q—N PURCHASER is entitled to make reasonable inspection of Products at SELLER's
facility SELLER reserves the right to determine the reasonableness of the request and to select min
appropriate tune for such Inspection AH costs of inspections not expressly included as an Itemized part of
the quoted price of the Products in this Agreement shall be paid by PURCHASER
IB.. 2 A374'M Any failure by SELLER to enforce PURCHASER's strict performance of any provision of
this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other
provision of tins Agreement
19. CO%MLWCL. 53111 LAWS. If applicable latus. ordinances. regulations or conditions require
anything different from, or in addition to. that called for by this Agreement, SELLER will satisfy such
requirements at PURCHASER'S written request and expense
20 FARCE ,}(Rf if SELLER is rendered unable, wholly or lin natenal pat, by reason of Force
Majeure to carry out any of its obligations hereunder, then on SELLER's notice in writing to PURCHASER
wmtiru a reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended
"Force Majeure" shall Include, halt not be bullied to, acts of God, lows and regulations, strikes. civil
disobedience or wrest, lightning, fire. flood, washout. stoma, communication Ines failure, delays of the
PURCHASER or PURCHASER's subcontractors. breakage or accident to egwpment or mnachwery, wars,
police actions, teronsna,. embargos, and any other causes that are not reasonably w Ilam the control of the
SELLER. If the delay is the result of PURCHASER's action or inaction, then an addition to amu adjustment in
tune. SELLER shall be entitled to reimbursement of costs incurred to maintain its schedule
21. INDEPEMNT CONTR4CTOR it is expressly understood flat SELLER is an independent
contractor. and that neither SELLER nor its principals, partners, parents, subsidiaries, affiliates, employees or
subcontractors are servants, agents, partners, joint ventures or employees of PURCHASER um any way
wlmtsoever
32. SEVERABILtn_% Should any portion of this Agreement, be held to be Invalid or unenforceable order
applicable law then the validity of the renaming portions thereof shall not be affected by such invalidity or
unenforceabiWy and shall remain irh full force and effect Furthennore. any Invalid or unenforceable provision
shall be modified accordingly with tae confines of applicable law, giving naximm permissible effect to the
panes' intentions expressed lacteal
'yCHOICE OF LAVs'.. CHOICE OF VENUE, Tlus Agreement shall be governed and conned in
accodonce wadi the laws of the State of Utah without regard to its rules regarding conflicts or choice of lose
Time parties submit to the jurisdiction and venue of the state and federal courts located In Solt Lake City,
Utah
2t. A33IG?ssAlE9T. PURCHASER shall not assign or transfer tun Agreement without the prior written
consent of the SELLER Any attempt to make such an assignment or transfer shall be mall and void
SELLER shall have the authority to assign, or otherwise trarssfer is rights and obligations in connection with
this Agreement, in whole or in part, upon prior w Innen notice to PURCHASER
j5, LQJITAT10N ON LIABILITY. TO THE EXTENT PERMISSIBLE BY LAW, SELLER SHALL
HAVE NO FURTHER LIABILITY IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF
THE COST OF CORRECTING ANY DEFECTS, OR IN THE ABSENCE OF ANY DEFECT, IN
EXCESS OF THE VALUE OF THE PRODUCTS SOLD HEREUNDER NOTWITHSTANDING
ANY LIABILITIES OR RESPONSIBILITIES ASSUMED BY SELLER HEREUNDER, SELLER
SHALL IN NO EVENT BE RESPONSIBLE TO PURCHASER OR ANY THIRD PARTY,
WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE, FOR LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF
PLANT SHUTDOWN, NON -OPERATION OR INCREASED EXPENSE OF OPERATION, SERVICE
INTERRUPTIONS, COST OF PURCHASED OR REPLACEMENT POWER, COST OF MONEY, LOSS
OF USE OF CAPITAL OR REVENUE OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING
FROM DEFECTS, DELAY, OR FROM ANY OTHER CAUSE WHATSOEVER
REI?SION DA TE - SEPTEMBER 201V
Ovivo USA, LLC
4246 Riverboat Road, Suite 300
Salt Lake City, Utah
84123
USA
April 25, 2014
Brenda Keenan, PE
Telephone: 801.931.3145
Facsimile: 801.931.3090
www.ovivowater.com
Tetra Tech I Engineering & Architecture Services
201 East Pine Street, Suite 1000
Orlando, FL 32801
RE: Cape Canaveral — Aerator Sole -Source matter
OVIVO
Bringing water to life
Ovivo USA, LLC — Certification Rggardini; Debarment, Suspension, Ineligibility and Voluntary Exclusion
Dear Ms. Sir/Madam:
On behalf of Ovivo USA, LLC ("Ovivo"), I submit this letter to confirm to the best of my knowledge and
belief that neither it nor its principals:
• is presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any federal department or
agency;
• have within a three-year period preceding this proposal been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state or
local) transaction or contract under a public transaction; violation of federal or state anti-
trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
• are presently indicted for or otherwise criminally or civilly charged by a governmental entity
(federal, state or local) with commission of any of the offenses enumerated above; and
• have, within a three-year period preceding this proposal, had one or more public
transactions (federal, state or local) terminated for cause or default.
Respectfully submitted,
vivo USA, LLC
ale�reM o Jrii s ette
Vice President & General Manager
Cc: Paul C. Wachter, PE / TSC-JACOBS North (via email)