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HomeMy WebLinkAboutOvivo USA, LLC / Clarifier Rebuilds Project 10-30-12Proposal No. 092412 — EA Proposal Date; September 24, 2012 Page 1 of 11 PREPARED FOR Cape Canaveral, FL WWTP Cape Canaveral, FL 32920 Attn: Jeff Ratliff (321) 868 -1240 j. ratliff (&_cityofcapecanaveral.org AREA REPRESENTATIVE TSC - Jacobs Todd Rubens 813.785.0867 toddAtscjacobs.com PROJECT Rebuild (2) EIMCO C30LT Drive Units Additional Improvements for (2) C3 60' diameter clarifiers, Serial No. # 25214 PREPARED BY Ovivo USA, LLC 4255 Lake Park Blvd. — Suite 100 Salt Lake City, Utah 84120 Eric Anderson Phone (801) 931 -3032 Fax (801) 931 -3090 eric. anderson(a,ovivowater. com PROPOSAL ovivo USA, uc 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 2 of 11 PROJECT SUMMARY: Ovivo USA, LLC (formerly EIMCO Water Technologies — EWT) is pleased to offer the following proposal to provide materials and labor to perform a standard rebuild of (2) existing EW7m C30LT drive units at our authorized rebuild center in Florida. This is for (2) existing 60' dia. C3 clarifiers, serial #25214. Ovivo is also providing pricing for drive removal & installation services. "Please Note: Proposal is based off a 2009 inspection; prices may change if new inspection is performed and additional problems are discovered. Rebuild of two (2) existing EWTTM C30LT drive units: Disassembly and Inspection • Completely disassemble drive into individual parts and components. Steam clean and inventory all parts. Provide an evaluation report indicating the condition of all parts and sub- components and recommendations for the scope of the rebuild. Standard Rebuild • Blast clean bases, main gear, housings, covers, and end cap. Machined surfaces are protected or are not blasted • Replace all wear items i.e. bearings, bearing strip liners, bearing balls, seals, gaskets, keys, retaining rings, grease fittings, gauges, piping and fasteners • Deburr and hand dress teeth of all gearing, pinions, worm gear assemblies, worms and shafts • Polish all shafts • Completely re- assemble, paint and inspect equipment. Tnemec 69F paint, 2 coats @ 3 -4 mils DFT over SSPC -SP -6 metal prep • Replace motor drive components (1 1/2 hp TEFC motor, reducer, sprockets, chain and guard) • Replace drive torque control • Warranty parts and workmanship for (2) years Non - Standard Rebuild items — NOT included • Replacement of gears, pinions or housings if required • Drive lubricants • O & M manual • No overtime work hours or removal of old debris PROPOSAL Ovivo USA, LLC 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life • No finish or touch up painting Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 3 of 11 Note: Price is based on a typical (standard) rebuild and does not include the replacement of major components (gears, pinions, housings). If any of these items are in need of replacement, they will be at additional cost to the order. Labor Services Ovivo will supply supervision, labor, service and equipment necessary to complete the project. We Include: • Site mobilization • Remove existing C30LT drive units • Install rebuilt C30LT drive units • Support of superstructure as needed • Crane, mats, rigging and related equipment • Demobilization of personnel and equipment • One shift, 10 hours per day • Field service check -out (start-up) — Ovivo field service technician will visit for two (2) separate trips of two (2) different days onsite to perform start-up and inspect rebuilt & installation of two (2) existing C30LT drive units. Items NOT Included • No draining or cleaning of tank prior to start of gearbox removal • No electrical installation or alteration of existing electrical supply • No finish or touch up painting • No lubricants • No disposal of any old lubricants /fluids • No overtime work hours or removal of old debris Cost for (2) C30LT drive units & labor services as described above ... $ 116901500 Please allow 3 to 4 weeks per clarifier for repairs Weirs & Baffles: Ovivo will provide labor for adjustment of weirs & baffles to include the following: • Set weirs to correct elevation PROPOSAL Ovivo USA, uc 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life • Set baffles to correct elevation Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 4 of 11 Pricing for labor as described above ............ ..............................$42,090.00 Cost is based on two (2) clarifiers. Skimmer Arm Supports & Braces: Ovivo will provide parts & labor to include the following: • Removal of existing skimmer arm supports • Removal of existing skimmer arm braces • Installation of new skimmer arm supports • Installation of new skimmer arm braces • New skimmer arm supports & braces Pricing for labor and (2) sets of skimmer arm supports & braces..... $19,982.00 Cost is based on two (2) clarifiers. Please Allow 8 to 12 weeks lead time on all parts nF.I .IVFR V Ovivo intends to ship all Products as indicated above after receipt of approved purchase order and approved submittal drawings from Purchaser. However, the date of shipment of the Products represent 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 PROPOSAL - Ovivo USA, LLC 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 5 of 11 by Ovivo with respect to the Products shall be for the account of Purchaser and shall be paid by Purchaser when invoiced. PRICING TERMS All prices quoted are in US Dollars. Prices are good for 45 days. After expiration of the pricing effective period, prices will be subject to review and adjustment. Prices quoted are FOB 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: One hundred percent (100 %) payment due within thirty (30) days after Purchaser's receipt of invoice. Invoice will be submitted after all materials have been received at the job site or they have been successfully installed by an Ovivo contractor and the field service check -out and start-up procedure is finalized. 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. TAXES PROPOSAL - Ovivo USA, LLC 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 6 of 11 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. 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 4255 Lake Park Blvd., Suite 100, Salt Lake City, Utah 84120 Fax #: 801 - 931 -3080 Tel. #: 801 - 931 -3000 ADDITIONAL FIELD SERVICE 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 PROPOSAL - Ovivo USA, uc 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 7 of 11 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 over and above the Field Services described above, 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 Contractor 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. PROPOSAL - Ovivo USA, uc 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life Proposal No. 092412 — EA Proposal Date: September 24, 2012 Page 8 of l l 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. 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. Attachments: Ovivo USA, LLC General Terms and Conditions, QFORMEWT 0115 -02031 Rev H, Ovivo USA 2010 North American Field Service Rate Schedule PROPOSAL - Ovivo USA, LLC 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com OVIVO Bringing water to life Proposal No. 092412 — EA TERMS & Proposal Date: September 24, 2012 CONDITIONS Page 9 of 11 1. ACCEPTANCE, The proposal of OVIYO USA. LLC ("SELLER'), w well as these terms and conditions of sale (collectively the - Agomment ). constitutes SELLERS contractual offer of goods and associated sm ices. and PURCHASER's acceptance of this offer is expressly limited 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, understandings and representations between the parties. Any scope or terms and conditions included in PURCHASER's acceptance/purchase order that are in addition to or different from this Agreement are hereby rejected 2. DELIVERY. Any statements relating to the date of shipment of the Products (m defined below) represent SELLER'S best estimate, but is not guaranteed and SELLER 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 SELLER -s proposal. If such delo m is prevented or postponed by reason of Force Majeure (m defined below), SELLER 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 deli%en 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 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, insurance 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 invoiced 3. TITLE AND RISK OF LOSS. SELLER shall retain the fullest right, title, and interest in the Products to the extent p—ined by applicable law, including a security interest in the Products, until the full purchase price has been paid to SELLER. The giving and accepting of drafts, notes andror 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 andor trade acceptances are paid in full. Risk of loss shall pass to PURCHASER at the delivery point. 4. PAYMENT TERMS. SELLER reserves the right to ship the Products and be paid for such on a pro ma basis, as stdpped. If payments are not made by the due date, interest at a rate of two percent (2%) per month calculated daily, shall apply from the due date for payment 5. TAXES. Unless otherwise specifically pro%ided in SELLER's quotation/proposal: PURCHASER shall pa% and/or reimburse 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 government directly or indirectly in connection with the production sale, transportation and/or use by SELLER or PURCHASER, of any of the Products or sm ice; dealt with herein (whether the same may be regarded as personal or real property). PURCHASER agrees to pay all property and other taxes which may be levied assessed or charged against or upon any of the Products on or after the dste of actual shipment or placing into storage for PURCHASER'S account. 6. MECHANICAL WARRANTY. Solely for the benefit of PURCHASER, SELLER warrants that new equipment and pans manufactured b% it and pro%ided to PURCHASER (collecinch- .'Products ) shall be free from defects in material and workmanship. The warranty period shall be twelve (12) months from startup of the equipment not to exceed eighteen (18) months from shipment. If any of SELLER'S Products fail to comply with rr the foregoing waanty, SELLER shall repair or replace free of charge to PURCHASER. EX WORKS SELLERS FACTORIES or other location that SELLER designates, any Product or parts thereof returned to SELLER, which examinstion shall show to have failed under normal 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 returned 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 liable 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 thejob site and (b) returning the repaired or replaced Products to PURCHASER; however, if it is determined after inspection that SELLER is rat liable under this warranty, PURCHASER shall pay those costs. For SELLER to be liable with respect to this warranty. PURCHASER must make its claims to SELLER with respect to this warranty in writing no later than thirty (30) days after the dale PURCHASER discovers the basis for its warranty claim and in no event more than thirty (30) days after the expiration of the Warranty Period. In addition to any other lin cation or disclaimer 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 them. due to PURCHASER's negligence or willful misconduct, abuse or improper storage- installation application or maintenance (as specified in any manuals or written instructions that SELLER provides to the PURCHASER); (ii) any Products that have been altered or repaired in am way without SELLER'S prior written authorization: (iii) The costs of dismantling and reinstallation of the Products; (iv) any Products damaged while in transit or otherwise by accident; (v) decomposition of Products by chemical action erosion or corrosion or wear to Products or due to conditions of temperature, moisture and din; or (vi) claims with respect to parts that are consumable and normally replaced during maintenance such as filter media, filter drainage bells and the like. except where such parts are not performing to SELLERS estimate of normal service life, in which case, SELLER shall only be liable for the pro raa cost of replacement of those parts based on SELLER -S estimate of what the remaining service life of those parts should have been: pro%ided. that failure of those parts did not result from any of the matters listed in clauses (i) through (v) above. With regard to third -party parts. equipment. accessories or components not of SELLER's design, SELLER'S liability shall be limited 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 SELLER stall terminate if PURCHASER fails to perform its obligations under this Agreement including but not limited to any failure to pay any charges due to SELLER. SELLERS quoted price for the Products is based upon this warranty. Any increase in warranty, obligation nay be subject to an increase in price. 7. PAINTING. The Products shall be painted in accordance with SELLER'S standard practice, and purchased items such as motors, controls, speed reducers, pumps, etc., will be painted in accordance with manufacturers' standard practices, unless otherwise agreed in writing. 8. DRAWINGS AND TECHNICAL DOCUMENTATION. When PURCHASER requests approval of drawings before comancreement of manufacture, shipment may be delayed if approved drawings are not returned to SELLER within fourteen (14) days of receipt by PURCHASER of such drawings for approval. SELLER will furnish only general arrangement, general assembly, and if required wiring diagram, erection drawings, installation and operation - maintenance manuals for SELLER'S equipment (in English language). SELLER will supply six (6) complete sets of drawings and operating instructions. Additional sets will be paid for by PURCHASER. Electronic files, if requested from SELLER, will be provided in pdj jpg or r jformat only. 9. SET OFF. This Agreement shall be completely independent of all other contracts between the parties and all payments due to SELLER hereunder shall be paid when due and shall not be setoff or applied against any money dine or claimed to be due from SELLER to PURCHASER on account of any other transaction or claim except for archival or security purposes; b) not to use the program on any computer other than the computer with which it is supplied and c) to limit access to the 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 terms of any software license applicable to the Products supplied 10. SOFTWARE. PURCHASER shall 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 Information and agrees: a) not to copy or duplicate the program 11. PATENT INDEMNITY, SELLER will defend at its own expense any suit instituted against PURCHASER based upon claims that SELLER's Product hereunder in and of itself consulates an infringement of any %slid apparatus claims of any United States patent issued and existing as of the date of this Agreement, if notified promptly in writing and given all information, assistance, and sole authority to defend and settle the same, and SELLER shall indemnify the PURCHASER against such claims of infringement Furthermore, in case the use of the Products is enjoined in such suit or in case SELLER otherwise deems it 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-infringing Products, (c) modify the Product so it becomes non - infringing, or (d) remove the Products and refund the purchase price less freight charges and depreciation. SELLER shall not be liable for, and PURCHASER shall indemnify SELLER for, any claim of infringement related to (a) the use of the Products for any purpose other than that for which it was furnished by SELLER (b) compliance with equipment designs not furnished by SELLER or (c) use of the Products in combination with any other equipment. The foregoing states the sole liability of SELLER for patent infringement with respect to the Products 12. DEFAULT, TERMINATION. In the event that PURCHASER becomes insolvent, commits an act of bankruptcy or defaults in the performance of any term 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 immediate possession of and remove the Products, with or without legal process; and'or retain all payments made as compensation for the use of the Products: ardor reset] 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 sale and all expenses of retaking possession repairs necessary to put the Products in saleable condition storage charges, taxes. liens, collection and legal fees and all other expenses in connection therewith) to the balance then due 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 mw%aL retention repair, alteration and sale. The remedies provided in this paragraph are in addition to and not limitations of any other rights of SELLER. 13. CANCELLATION. PURCHASER may terminate this 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 it in performing its work and closing out the same plus a reasonable profit thereon All such costs and expenses shall be paid to SELLER within ten (10) days of the termination of the Agreement, or be subject to an additional late payment penalty of five percent (5 %o) of the total amount of costs and expenses owed. 14. REMEDIES. The rights and remedies of the PURCHASER in connection with the goods and services provided by SELLER hereunder are exclusive and limited to the rights and remedies expressly stated in this Agreement. 15. INSPECTION. PURCHASER is entitled to make reasonable inspection of Products at SELLER's faciliv, SELLER reserves the right to deterntine the reasonableness of the request and to select an appropriate time for such inspection All 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. 16. WAIVER An% failure b% 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 this Agreement. 17. COMPLIANCE WITH LAWS. If applicable laws, 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. 18. FORCE MAJEURE. If SELLER is tendered unable, wholly or in material pam by reason of Force Majeure to cam- out any of its obligations hereunder, then on SELLER's notice in writing to PURCHASER within a reasonable time alter the occurrence of the cause relied upon, such obligations shall be suspended. "Force Majeure shall include, but not be limited to, acts of God laws and regulations, strikes, civil disobedience or unrest, lightning. fire. flood. washout. storm. communication lines failure. delays of the PURCHASER or PURCHASER's subcontractors, breakage or accident to equipment or machinery, wars, police actions, terrorism embargos, and any other causes that are not reasonable within the control of the SELLER. If the delay is the result of PURCHASER's action or traction then in addition to an adjustment in time, SELLER shall be entitled to reimbursement of costs incurred to maintain its schedule. 19. INDEPENDENT CONTRACTOR. It is expressly understood that 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 in any way whatsoever. 20. SEVERABILITY. Should any portion of this Agreement, be held to be invalid or unenforceable under applicable law then the validity of the remaining portions thereof shall not be affected by such invalidity or unenforceability, and shall remain in full force and effect. Further orom, any invalid or unenforceable provision shall be modified accordingly within the confines of applicable law. giving maximum permissible effect in the parties' intentions expressed h- 21. CHOICE OF LAW, CHOICE OF VENUE. This Agreement shall be governed and construed in accordance with the laws of Brevard County, Florida, without regard to its rules regarding conflicts or choice of law. The parties submit to the jurisdiction and venue of the state and federal courts located in Brevard County, Florida. 22. ASSIGNMENT. PURCHASER shall not assign or transfer this Agreement without the prior written consent of the SELLER. Any attempt to nuke such an assignment or transfer shall be null and void SELLER shall have the authority to assign or otherwise transfer, its rights and obligations in connection with this Agreement, in whole or in part, upon prior written notice to PURCHASER. 23. LIMITATION ON LIABILITY. Notwithstanding any other provision of the contract to the contrary, in no event shall Ovivo, Its subcontractors or suppliers be liable, whether arising under contract, tort (inducting negligence), strict liability, or otherwise, for any puddve, exemplary, special, incidental, or conseguental loss or damage suffered by Purchaser, or any other party, in connection with this contract. To the extent permissible by applicable law, Seller shall have an 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 two times the value of the goods sold hereunder. 24. INDEMNIFICATION. SELLER agrees to indemnify and hold harmless PURCHASER PURCHASER'S officers and employees, from Ifabilitles, damages, lases and cosh, Inducting, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of SELLER and SELLER'S employees or contractors, in the performance of the Agreement. PROPOSAL REVISION DATE - OCTOBER 24. 2012 ovivo USA, i LC 4255 Lake Park Blvd. a Suite 100 a Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 a Fax: (801) 931 -3080 www.ovivowater.com CONDITIONS Proposal No. 092412 — EA OVIVO TERMS & Proposal Date: September 24, 2012 Bringing water to life Page 10 of 11 NORTH AMERICAN FIELD SERVICE RATE SHEET Effective January 2010 Standard (Travel) Daily Rate (8 hour day) $ 1,000.00 Hourly Rate (4 hour minimum) 125.00 $$1,000.00 Standard (Labor) Daily Rate (8 hour day) Hourly Rate (4 hour minimum) $ 125.00 Saturday Daily Rate (8 hour day) $ 1,500.00 Hourly Rate (4 hour minimum) $ 187.50 Sundays /Holidays * I Daily Rate (8 hour day) $ 2,000.00 Hourly Rate (4 hour minimum) $ 250.00 Overtime ** Hourly Rate - Standard Day $ 187.50 Hourly Rate - Weekends & Holidays $ 250.00 * Except Christmas Day and New Years Day ** For all hours worked over eight (8) hours per day UNLESS OTHERWISE ARRANGED; EXPENSES ARE CHARGED AT ACTUAL COST PLUS 10% Please Note: All of the rates provided are portal to portal. In addition, travel and living expenses will be invoiced at actual cost PLUS 10 % and documentation will be provided for these expenses. If a fixed Per Diem rate is required, it will be charged at $200.00 per day (lodging and meals) with the exception of the East Coast where the price will be $250.00). Travel on Saturday, Sunday or Holidays, and after 8 hours per day will be billed at the overtime rate. • Use of Ovivo Fleet vehicles for travel will be charged at the rate of $0.50 per mile. PROPOSAL Ovivo USA, LLC 4255 Lake Park Blvd. • Suite 100 • Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com ovivo Bringing water to life Proposal No. 092412 — EA TERMS & Proposal Date: September 24, 2012 CONDITIONS Page 11 of 11 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties cause this Addendum to be executed and attested to by their respective authorized officials. N,,.,,\, CITY OF CAPE CANAVERAL, A Florida municipal corporation ROCKY RANDILS, Mayor DATE: 10/30/2012 OVIVO USA, LLC A foreign limited liability company Print Name: Eric Anderson Title: Aftermarket Product Manager Date: 10/29/2012 ATTEST: ANGELA APPEIk6�'City � x".t� - DATE: 10 1530 /ZO t -2- �`� :,..�.._ PROPOSAL Ovivo USA, LLC 4255 Lake Park Blvd. • Suite 100 a Salt Lake City, Utah 84120 -8201 USA Tel: (801) 931 -3000 • Fax: (801) 931 -3080 www.ovivowater.com