ITEM 3.5 West WWTFTy 0
Ot C1 e F 0
14INUESOTA g
DEPARTMENT INFORMATION
Request for
City Council Act -ion
-W !-
ORGINATING DEPARTMENT:
- =-_ _ --
REQUESTOR'.
-- ;- _-� - - I
MEETING DATE:
Utilities
Kurt Neidermejer, Utility
April 22, 2013
No
Operations Supervisor
BACKG RO U N D/J U STI F I CATiON,
PRESENTER(s):
REVIEWED BY:
ITEM
Consent Agenda
Lori Johnson, City Administrator
3.5 West WWTF Digester
The blowers require new sheaves to accommodate additional horsepower requirements
Financing for the project is budgeted through sewer operations fund scheduled for 2013.
Aeration
AGENDA ITEM DETAILS
RECOMMENDATION:
The Public Works Subcommittee recommended at the April 16th meeting, the addition of fine bubble
diffusers to the West WWTF digesters. The recommendation based on bid price and material is
Sanitaire. Installation to be completed by staff. The equipment representative will install new sheaves,
align and provide startup for both blowers to accommodate the additional air needs.
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING REQUIRED?
No
No
BACKG RO U N D/J U STI F I CATiON,
An engineer review was conducted for the West WWTF aerobic digesters. The evaluation reviewed the
existing system's insufficient treatment and equipment proposals to provide additional treatment. The
recommendation identified fine bubble diffusers as a means to significantly improve digester
performance and noted as the facility approached design capacities would require WAS optimization,
further mixing and/or an additional digester tank. The attached proposals include material Supply for
the addition of fine bubble diffusers.
The blowers require new sheaves to accommodate additional horsepower requirements
Financing for the project is budgeted through sewer operations fund scheduled for 2013.
SUPPORTING DOCUMENTS: (X) ATTACHED
a Engineer Review
Proposals
MOTION, (Please word motion as you would like it to appear in the rnlnutes)
Motion to approve Sanitaire Aeration Equipment & Service for the West WWTF Digester for $8,970.00.
BUDGET -INFORMATION
FUNDING:
602 — Wastewater Utilities
BUDGETED' (X) YES
ACTION TAKEN
DAPPROVED AS REQUESTED o DENIED oTABLED ❑ OTHER (List changes)
COMMENTS:
HE S
Technical Memorandum: Aerobic Digester Diffuser
Replacement
Otsego West Wastewater Treatment Facility
To: Kurt Neidenneier
Utilities Operations Supervisor
People Set -vice, Ine.
City of Otsego
Fronio. Scott Schaefer, PE
Wastewater Group Manager
AE2S
Date: March 283 2013 (Cost recommencicition April 11, 2013)
Project No,,,, P05409-2013-01
1 PURPOSE
The purpose of this technical memo is to document the existhig challeiiges of the City of Otsego's
aerobic digester at the West Wastewater Treatment Facility (WWWTF).
2 INTRODUCTION
W-OWCA M i I � Pei VAT41 14 k M
The WWWTF was commissioned hi 2004 to serve the western portion of Otsego near the City of
Albertville, and the site is surrounded by residential homes. The facility includes an extended
aeration activated sludge plant utilizing oxidation ditches. There are no 1).rimary clarifiers. Ferric is
added to inaintain effluent total phosphorus (FIT} concentrations below I ing/L. Waste activated
sludge (WAS) Froin the oxidation ditches is seiit to the solids handlhig system for ftirther
processhig. WAS can either go directly to the aerobic digesters two units, approximately 45,000
gallons each) or can be pre -thickened with a gravity belt thickener (GBT) prior to the aerobic
digesters. The G is typically capable of producing thickened WAS in the 4-1 ercent to 5 -percent
total solids range. The aerobic digesters are aerated with coarse bubble diffusers, which are
armiged along otie side of each tajilc to create a "roll"' mixhig patteni.
The existing coarse bubble aeration system appears to be based on aerobic digester design
stmidards for "thiii" sludge of less than 2 -percent total solids, which is the standard design
coticentration published iii Ten States Statidards. The aeration system was designed to deliver
4
approximately 360 standard cubic feet per. mmute (SUM) of air per Ten States Stmidards with
Aerobic Digester Diffuser Replacement Page 1 of 7
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two (lead -lag) 25 -horsepower blowers. However, the stated design hydratilic reteiitimi time (HRT)
of 45 days for the aerobic digesters would leave required the use of the G to thicken the digester
solids. The design solids loading rate (solids in pounds per day) was not found in the review of the
original design dOCLI111elItS, so the design . percent solids is not known, although it was assumed to
be approximately 5-perceiit.
2.2 BIOSOLIDS HANDLING REQUIREMENTS
The wastewater biosolids that are produced during the wastewater treatment process must be
disposed of property. Disposal regulations depend on the disposal method with the most con nimi
disposal methods being land application to agricultural fields and landfilliiig. Land application of
bio olid is practiced by the WWWTF and is regulated under USEPA 40 Code of Federal
RegUlations (CPI.) Part 503, Standards for the Use and Disposal of Sewage Sludge (coninionly
referred to as the "503 regulations"). The 503 regulations require pathogen destruction and vector
attractant reduction. The aerobic digestion system in combination with the digested sludge storage
is intended to meet the requirements of the 503 regulations, and a 45 day HRT in the aerobic
digesters is considered sufficient to produce sludge to meet the standards flit-ough testing,
2.3 ACRONYMS
I A list of common water quai
lity acroiiynis s riovded below:
•
BODs
Five Day Biological Oxygen Demand
•
CF
Cubic Feet
•
CFR
Code of Federal Regulations
•
G
Gravity Belt Thickener
•
glad
Gallons per day
•
HRT
Hydraulic Reteiitimi Time
•
MG
Million Gallons
•
MGD
Millim Gallons per Day
•
ing/L
Milligram per Liter
•
pH
Negative Logaritlim of the Hydronium Ion (Acidity)
•
ppd
Pounds per Day
•
SCFM
Standard Cubic Feet per Minute
•
TKN
Total Kjeldalfl Nitrogen (organic llitt'Ogell Plus aninionia as nitrogen.)
•
TN
Total Nitrogeii
•
TP
Total Phosphorus
•
TS
Total Solids
•
TSS
Total Suspended Solids
•VS
Volatile Solids
0
WAS
Waste Activated Sludge
0
WWWTF
West Wastewater Treatment Facility
Aerobic Digester Diffuser Replacement Page 2 of 7
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3 EVALUATION
3A PROBLEM STATEMENT
The aerobic digesters have exhibited poor performance, which has led to odor complaiiits. The
WWWTF staff have tried several methods for improving the digester performance, but the aeration
system was unable to makitaiii dissolved oxygen. At solids concentrations up to approximately
2-perceiit, the solids -water matrix behaves similar to clean water, but at higher solids
concentrations the mixture can become compressible and exhibit increased viscosity, which
requires additional mixing energy. Polymer usage can also increase the sludge viscosity. Further, a
higher solids concentration will reduce the oxygen transfer efficiency of the aeration system.
Proper mixing and dissolved oxygen are both required to prevent odors.
3.2 DESIGN CRITERIA
An air flow rate of 40 SUM per 1,000 CF is the minimum recommended air flow rate for mixing
at TS concentration above 2 -percent. The two digesters have a working volume of approximately
1200 CF., so a minitnum of 480 SUM is reqUired to be delivered. For mixing with solids
concentrations above 2-perceiit, a full floor coverage diffuser arrangement is recommended
becaLISC the "side -roll" style arrangement (existing) leas an increased chance of dead zones that
produce odors. Additionally, the aeration system needs the capability to maintain a dissolved
oxygen concentration of 2 mg/L. The required oxygen delivery requires several assumptions
including the VS:TS ratio (assumed at 0.7), future VS destruction (aSSLIrned at 40 -permit), and
oxygen requirement per pound VS destroyed (assumed at 2.3 lb-02/lb-VS, including nitrification).
Based on these assumptions and a maximum digester TS of 4 -percent, the delivered oxygen
requirement is approximately 600 ppd of delivered oxygen,
33 EXISTING SYSTEM EVALUATION
The existing coarse bubble diffusers will Dave poor oxygen transfer dUe to the higher solids
commtratiom, acid are not recommended for this application, Poor oxygen transfer has been
experlemed at the WWWTF, which has resulted in anaerobic conditions that have produced odors.
Additionally, the air flow rate is below the recommended ininimum for nlixmg, and the side -roll
aeration is not recommended for the higher solids concentrations. The blowers cm be modified to
provide additional air flow, but the side -roll mixing design and poor oxygen transfer efficiency
will still limit the capabilities of the aerobic digesters. The existing diffuset, systein cannot
deliver the required oxygen.
An additional sizing investigation was performed oii the aerobic digesters. Aerobic digester sizing
is a concern because the facility appears to be prodLICillg MON sludge than was accounted for in
the origitial design. The WAS loading to the digesters is not currently a problem because the
illflLlellt flows are only about 0.25 MGD (design annual average flow is 0.60 MGD). However, the
Sludge production appears to be higher than plaimed iii the initial design. As influent flow
increases, the solids production will also increase, and the digester HRT will decrease. Table 3 -1
shows the projected HRT of the digesters at various influent flow rates and thickened WAS
comentratiom based on the current wasting of approximately 7,000 gpd of 0.8 -percent WAS with
influent flows of 0.25 MGD. Note that Table 3-1 does not account for the volatile solids (VS)
Aerobic Digester Diffuser Replacement Page 3 of 7
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destrLICti011 that occurs in the aerobic digesters. Table 3-2 assunies an average WAS VS:TS ratio of
0.7 and an average volatile solids destructimi of 40-perceiit. Mahitaining high VS destruction is
important to niaintaining digester performance as shown by the differwice in influent flow rates for
estimated influent flows at 4 -percent WAS increasing from 0.35 MGD to almost 0.50 MGD.
Tables 3-1 and 3-2 can be used as quick estimates for future flowrates based on current system
perforniance, but the aerobic digesters should only be loaded at approxiniately 930 ppd TS based
on the assumptions used for Table 3-2, regardless of the influent flowrate.
Table 3-1: Digester- HRT at Vai-ious Flog s and WAS Coneezitrations
Influent
Flow, I
MGD
0.10
1.0%---
40.2
1.5%
60.3
2.0%
80.4
Average
2.6%
100.4
WAS TS,
3.0%
120.6
%
3,5%
140.6
4.0%
160.7
4.5%
180.8
5.0%
200.9
0.15
26.8
40.2
53.6
67.0
80.4
93.8
107.1
120.5
133.9
0.20
20.1
30.1
40.2
50.2
60.3
70.3
80.4
90.4
100.4
0.25
16.1
24.1
32.1
40.2
48.2
66.3
64.3
72.3
80.4
0.30
13.4
20.1
26.8
33.5
40.2
46.9
53.6
60.3
67.0
0.35
11.5
17.2
23.0
28.7
34.4
40.2
45.9
51.7
57.4
0.40
10.0
15.1
20.1
25.1
30.1
35.2
40.2
45.2
60.2-:
0.45
8.9-
13.4
17.9
223
26.8
31.3
35.7
40.2
44.6
0.50
8.0
12.1
16.1
20.1
24.1
28.1
32.1
36.2
40.2
0.55
7.3
11.0
14.6
18.3
21.9
25.6
29.2
32.9
36.5
0.60
6.7
10.0
13.4
16.7
20.1
23.4
26.8
30.1
33.5
0.65
6.2-
9.3
12.4
15.5
18.6
21.6
24.7
27.8
30.9
0.70 5.7 8.6 11.5 14.3 17.2 1 20.1.1 23.0 26.8
Notes: Bold numbers indicate DP Ts greater than the minimum 45 days. Shaded cells indicate WAS
concentrations. higher than recommended for fine bubble diffusers. Based on TS loading only.
28.7
Table 3-2: Digester HRT at Various Flows and WAS Cone enti"ation s with VS Desti-lictioli
Influent
Flow,
MGD
1.0%
1.5%2.0%,5%3.0%
Average
2
WAS TSP
%
3.5%
4.0%
4.5%
6.0%
0.10
55.8
83.7
111.6
139.5
167.4
195.3
223.2
251.1
279.0
0.15
37.2
55.8
74.4
93.0
111.6
130.2
148.8
167.4
186.0
0.20
27.9
41.9
55.8
69.8
83.7
97.7
111.6
125.6
139.5
0.25
22.3
33.5
44.6
55.8
67.0
78.1
89.3
100.4
111.6
0.30
18,6
27.9
37.2
46.5
55.8
66.1
74.4
83.7
93.0
0.35
15.9
23.9
31.9
39.9
47.8
55.8
63.8
71.7
79.7
0.40
14.0
20.9
27.9
34.9
41.9
48.8
55.8
62.8
69.8
0.45
12.4
18.6
24.8
31.0
37.2
43.4
49.6
55.8
62.0
0.50
11.2
16.7
22.3
27.9
33.5
39.1
44.6
50.2
55.8
0.55
10.1
15.2
20.3
25.4
30.4
35.5
40.6
45.7
50.7
0.60
9.3
14.0
18.6
23.3
27.9
32.6
37.2
41.9
46.6
0.65
8.6
12.9
17.2
21.5
25.8
30.0
34.3
38.6
42.9
0.70
8.0
12.0 1
15.9
1 9,�
23.2
27.9
31.9
35.9 1
39.9
Notes: Bold numbers indicate Hs greater than the minimum 45 days. Shaded cells indicate WAS
concentrations higher than recommended for fine bubble diffusers. Based on 0.7 VS -TS ratio and
40-Rercent VS destruction.
Aerobic Digester Diffuser Replacement Page 4 of 7
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3A REPLACEMENT SYSTEM EVALUATION
Replacement of the diffusers with fire bubble diffusers is recommended for solids above 2 -permit
TS, but not trrore than--percejit TS. Replacement ofthe iffuserwith a jet a x ii zi system is
recommended for solids conceritr•ations above 4 -percent. Based on the ability of the G T to
produce thic erred solids in the4-percent to -percent range acid the anticipated SIS de trrrctior1,
the existing thickening system would be witil ely to achiever solids concentrations in the aerobic
digester* above 4 -percent. A fine babble diffuser system is recommended over a jet aeration
system at this time due to the easier retrofit that can be implemented by operations staff.
Two fine bubble diffuser proposals were reviewed. The proposals from Sanitaire and
Environmental Dynamics International (EDI) generally included fine bubble inembrane diffusers,
diffuser assemblies, air headers, manifolds, and pipe supports. The provided materials would be
connected to the existing aeration system drop legs. The proposals included limited technical
inform tion and review of the proposals was not a complete strop drawing review. The differences
between the proposals included:
The Sanitaire proposal included a total of 180 diffusers versus 176 diffusers for ED1. The
difference is likely based on differences in mmifold layout, but EDI did not provide a
proposed layout for comparison. This difference is considered Negligible, but EDI could be
asked to provide the additional diffuser assemblies as spare parts.
The Sanitaire proposal included 4-itich PVC air distr ibL16011 headers versus -inch PVC air
distribution headers for EDS, The smaller headers would add additional headloss to the
blowers, which could be overcome, but 4 -inch is reconimeiided. Furthei-, the .3 -inch header
i vo i ild ho m a velocity at 2 72 i -cent of the inaxiniwn i- con7111 elided velo cityfor .3 -inch.
The -inch upou c have a v locit� 2 i• �� of the ��� ����r��nan r co������ � d velo i1j).
The Smitaire proposal included 304SS supports for the air distribution headers verstis
polypropylene for ED1. Either support is acceptable.
Overall, either proposal would be acceptable basal on the provided information, but the
Sanitaire proposal was slightly better and the differences should beconsidered when costs
are compared. Note that costs were not provided for the EDI proposal, so a cost evaluation
was not possible at this flare.
Price qL10teS were not assailable for both proposals, so a final recommendation cannot be provided.
Cstc �� — April 2013
rvvised hard bid quote was mceiv , om Sa italT to i-eplace the initial udget quote that ims
previously i -civ . The Sanitah-e quoteims also revised include n1j; one star'tu visit. Costs
wei-e also r iv fi-oin ED1, and a second quote u4th a -inch hdi• instead r ` the oi-igi a
.3 -ince eadei% 'anr'tah-e is i-ecommended basedon a bird pi,ice of x'8,9 70 v i'sus the EDI, nal bice
price oj'$9,979.
Also, the blowers will require new sheaves to produce the required additional horsepower,
Conversations have already been initiated with the blower manufacturer, and the mallrrfactur+er•
recommendations for providing 480 SCFM should be followed.
The fine bubble diffuser system is recommended as a straightforward way to significantly iiiipro e
the aerobic digester; performance, but note that one or more of the following itenis will creed to
Aerobic Digester Diffusor Replacernent Page 5 of
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occur in the ffiture to inaintain digester perforiiaance, as influent flows approach the rated design
flows:
0 Decreased WAS production rates through cyst in optimization.
0 Increased WAS thickening performance and conversion to a jet. aeration system for the
aerobic digesters.
a An additional aerobic digester tatik and associated piping, pumping, and aeration.
4 OPERATIONAL CONSIDERATIONS
The following operational considerations are provided:
Digester pH and all
o The thickened WAS will have a higher concentration ofTK N thall the unthickelle d
WAS that has been digested at the WWWTF. Additional nitrification will occur in
the digesters, which will consuine alkalinity. This situation is 111ade worse because
the WAS thickening process reinoves inuch of the WAS all with the
supernatant. Due to this situation, denitrifleation inay be required to recover
all or chemical alkalinity additions) to maintain an optimuni pH in the 7.0-
8.0 range for biological activity.
o Direct all ineaSUrement is not necessary. Digester pH should be inoni
0 Low VS destruction
o Check pH,
o Check dissolved oxygen.
o Supplemental mixing may be required to improve VS destructioll,
As described in Section 3.3 and 3.4, the solids train will likely reach its capacity before the
liquid train based on existing solids prodLICti011. Additional infrastructure or niodificatiolls
may be necessary if sludge production cannot be decreased.
Aerobic Digester Diffuser Replacement Page 7 of 7
Think Big. Go Beyond. �i El�s www.ae2s.com
lean Water Solutions USA, Inc.
9333 N. 49t4 Street, Brown Deer, Wl 53223
Tel 414.365-2200 Fax 414.355.221
DATE: April 8,2013
TO: City of Otsego
E: Otsego, M — NT
Sanitaire #23359-1
SANITAIRE
a xylem brand
We propose to furnish the following Aeration Equipment subject to the terns and conditions set
forth herein:
A. EI II'MEI T AND SERVICE
The xylene eater Solutions USA scope of supply for this project includes the following equipment
and services:
1. Fine BubbleAeration:
Two (2) SANITAIRE' Membrane Mise Fine Bubble Aeration Grids for installation in the
following tanks,
Tank
Qty of Grids
Aerobe Digester I
1
Aerobic Digester 2
1
Total:
Equipment for h grid will include
a One PVC drop pipe for connection to the end of existing stainless steel dropleg
approximately 3 f t above the floor of the tank. The existing 3 " droplegs ► ill he rerzsed.
0 One PVC manifold with connections for each 4 inch diameter air distributor.
0 304 Stainless steel manifold supports with hold clamps and cradle.
a Four -inch diameter I'B'C air distribution headers including:
® Fixed anti -rotational joint connection to the air manifold.
■ Factory installed diffuser holders.
Positive locking fixed anti -rotational joint connections.
304 Stainless steel air distribution leader support stands with header bold down clamp
and locating plate.
SANITAIRE' Fire Bubble Membrane Diffuser Elements and retainer rings.
1
0
SANITAIRE
axylem brand
a Flanges, bolts, nuts and neoprene gaskets necessary to assemble the system.
0 One purge system.
0 304 Stainless steel anchor bolts for the manifold and header supports.
NOTE: Anchor bolts are designed for installation in 4000 PSI Concrete per ACI
Committee 350 ("Concrete Sanitary Engineering Structures").
2. Engineering Drawings: Required sets of engineering drawings.
3. 0 & M Manuals: Required sets of 0 & M Manuals.
4. Field Installation Supervision and Start -Up Services:
The following services will be provided:
Start -Up, Training One (1) Trip, One (1) Day
B. EXCLUSIONS
The following are specifically excluded from our proposal:
1. New stainless steel droplegs. The existing droplegs will be reused.
2. All valves, air main piping and accessories.
3. All bolts, gaskets and connectors for attaching drop pipe to upper air main piping.
4. Installation of equipment furnished by Xylem -Sanitaire.
5. All costs associated with video taping services.
C. ESTIMATED SUBMITTALS AND DELIVERIES:
The submittal schedule begins after acceptance of purchase order by Sanitaire. Delivery schedule
begins after receipt of approved drawings; assume two week turnaround of submittals by the
review engineer.
Certified engineered equipment drawings: 6 weeks
Equipment Shipment (after release for fabrication): 10 — 12 weeks
D. PRICING
Pricing for the equipment and field services outlined in this proposal, including freight to jobsite:
$ 8,970
- 2 -
a
SANITAIRE
a xylem brand
E. PRICE NOTES
1. Taxes are not included. Purchaser to pay directly A applicable taxes separate from
purchase order to Xylem Water Solutions USA.
2. All prices quoted shall be valid for 90 days from the date of bidding.
3. The prices are based on the equipment being released for shipment by the 3rd Quarter,
2013.
4. Prices oil orders received after the above deadline or specifying later shipping dates
shall be subject to review and possible adjustment in line with the then existing
econornic. conditions.
5. Terms of Payment: 10% Net 30 days due upon submission of shop drawings to
Purchaser.
85% Net 30 days after shipment
5010 After Start Up and Substantial use or filial acceptance,
Not To Exceed 180 days after shipment.
6. An interest charge of 1 1/2% per month will be added to past due accounts.
7. Other conditions of sale shall apply as noted hi the attached Terms & Conditions.
F. WARRANTY
Xylem Water Solutions USA warrants all parts to be free from defective material and
workmanship for a period of one (1) year after Startup or eighteen (18) months after
shipment and to furnish to the Owner replacements for any stich items found to be
defective within that period.
- 3 -
a
SANITAIRE
a xylem brand
G. PATENTS
Equipment offered in this proposal is covered by the following U.S. Patent owned by
Xylene: 5,714,062. No person or firin other than Xylene is licensed to sell or install
equiptnent under this patent. Xylem hereby agrees that any purchaser who purchases listed
equipinent frons Xylene shall, in consideration of such purchase and without payment other
than the agreed upon purchase price for the equipment, be licensed to install such
equipment, and such equipinent inay be used by the installer or ally subsequent owner of
the equipment throughout its useful life free of any claire of patent infringement by Xylene,
its successors and assigns.
Tbank you for considering our proposal for this equiptuent.
C
Scott Mulinix, P.E.
Territory Manager
CC: Sanitaire Representative:
Engineering Anierica, Inc.
Oal<dale, MN
(6S 1) 777-4041
- 4 -
Xy lem
TERMS AND CONDYTYONS OF SALES
1. Acceptance and Cancellation. This writing is an
offer or counteroffer by Xylem, (tine "Seller") to sell the
products and/or services set forth on the quotation or
sales farm subject to these terms and conditions. No
orders for products shall be binding upon Seller until
accepted in writing by an authorized official of Seller at
its home office in Milwaukee, Wisconsin. Each order
shall be subject to these terms and conditions, and
acceptance of an order by Seller is expressly conditioned
on assent to such terms and conditions, which assent
shall be deemed given unless Buyer shall notify Seller to
the contrary in writing within ten 10) days after receipt of
acknowledgment or confirmation of an order. No
additional or different terms and conditions will be
binding upon Seller unless specifically agreed to in
writing: Seller hereby objects to any such conditions, and
the failure of Seller to object to specific provisions
contained in any purchase order or other communication
from Buyer shall not be construed as a waiver of these
terms and condiflons nor an acceptance of any such
provisions, No order accepted by Seller may be altered
or modified by the Buyer unless agreed to in writing by
Seller, and no such order may be cancelled or
terminated except upon payment of Sellers loss,
damage and expense arising from such cancellation or
termination.
. Prices. The prices quoted by Seller automatically
expire sixty (60) calendar clays from the date of Seller's
quotation unless specifically noted otherwise.
The prices stated on the quotation or sales form for the
products and/or services are Seller's paces with all of the
teras in this form, including the exclusive warranty and
the varfous discJa'rmers and limitations of liability
enforceable against Buyer. If Buyer wants a greater or
additional warranty or wants Seller to be liable for some
or all of the disclaimed or limited liability, Buyer must
notify Seller. Seller will then make anew offer containing
prices reflecting that additional exposure. By accepting
this offer, Buyer understands that it is foregoing the
possibility, among other things, of recovering
consequential damages from the Seller and of indemnity
for tort liability in exchange for Buyer obtaining a lower
sales price for the products andlor services.
a Dellvery, Clalms and Delay. All delivery dates are
approximate. Time is not of the essence. Delivery will
be f.o.b. point of shipment, and all risk of loss or damage
in transit shall be borne by Buyer, Seller reserves the
right to make delivery In installments. All such
installments shall be separately invoiced and paid for
when due, without regard to subsequent deliveries.
Delay In delivery of any Installment small not relieve
Buyer of its abl'igaVon to accept rernaining deliveries.
If shipment shall be deferred at Buyers request, payment
shall become due and payable upon notification by the
Seller that the products provided for by this agreement
are ready for
shipment. In case of such delay in shipment, storage
shall be at the Buyers risk and expense. Prorata
payments shall be made for partial shipments..
Claims for shortages or other errors in delivery rust be
made in writing to Seller within 10 days after receipt of
shipment, and failure to give such notice shall constitute
unqualified acceptance and a waiver of all such claims
by Buyer. Clairns for loss or damage to goods in transit
should be made to the carrier and not to Seller.
Buyrer is responsible for the installation, rnaintenance and
operation of the products. Buyer shall keep and maintain
Bald products in good condition and shall not permit
waste to be committed thereon and shall keep products
fully insured against loss or damage from the normal
hazards of such installation, maintenance and operation
until the balance of the purchase price is fully paid in
cash. Injury or destruction of such property after
Installation upon, Buyer's site shall not release the Buyer
from its obligation to make payments as herein provided.
Seller shall not be liable for any damage as a result of
any delay due to any cause beyond Sellers reasonable
control, including, without linnitation, an act of God, act of
the Buyer, embargo or other governmental act,
regulation or request, fire,
accident, strife, slow -down, war, riot, delay in
transportation or inability to obtain necessary tabor,
materials, trarrsportaklon or manufacturing facilities. In
the event of any such delay, the data of delivery shall be
extended for a ,period equal to the time lost by reason of
the delay. Buyers exclusive remedy for other delays and
for Seller's inability to deliver for any reason shall be
rescission of this agreement.
4. Payment Terms. Terms of payment shall be as
,specified in Sellers proposal. if not so spec�fled, t rrrrs of
payment for products shall be net cash, thirty (0) days
after shipment of products. Where Seller is to provide
installation, terms of payment for installation shall be as
specified in Seller's proposal, If not so specified, terms
of payment for installation shall be net cash, thirty (0)
days after completion of installation of Sellers products.
interest at the rate of one and one-half percent (1 1/2%)
per month (but not greater than the highest rate
permitted by applicable law) will be charged on all
accounts not paid when due.
S. Title and Security interest. Until Seller collects in
full all amounts Buyer owes under the order and any
other ,safes behveen the parties, Seller retains title to the
.products and Buyer grants to Seller a continuing security
interest in and a lien upon the products and the proceeds
thereof (including insurance proceeds), as security for
the payment of all such amounts and the performance by
Buyer of all of its obligations to Seller pursuant to the
order and all such other sales, and Buyer shall have no
right to sell, encumber or dispose of the products. Buyer
shall execute any and all financing statements and other
documents and instruments and do and parform any and
all other acts and things which Seller may consider
necessary, desirable or appropriate to establish, perfect
S
or protect Sellers title, security interest and lien. In
addition, Buyer authorizes Seller and its agents and
employees to execrate any and all such documents and
instruments and do and perform any and all such acts
and things, at Buyer's expense, in Buyer's narne and on
its behalf. Such documents and instruments may also be
filed without the signature of Buyer to the extent
permitted by law.
6. Limitations on Warranties .and Remedies. Seller
warrants all products manufactured by it and supplied
hereunder to be free from defects in material and
workmanship for a period of one (1) year from the date of
shipment to Buyer. This warranty shall not apply to
pnme movers, starting products, electrical apparatus,
parts., material and any other products not manufactured
by Seller; the warranties, if any, of the respective
manufacturers of such products, parts or material shall
solely apply. Seller has no liability for ,products installed
by anyone other than it or its authorized agent.
Decomposition by chemical action and wear caused by
the presence of abrasive materials shall .not constitute
defects ander the foregoing warranty, nor shall the
warranty apply to ,products which have been repaired or
altered by others without Sellers written consent.
If %arithin such cne (1) year warranty period any products
warranted hereunder are proven to Sellers satisfaction
to be defective, such products will be repaired, or at
Seller's option, replaced without charge. Sellers
obligation hereunder is further conditioned upon Sellers
receipt of written notice of any alleged defect within ten
(10) calendar days of Its discovery and, at Sellers caption,
the return of the allegedly defective products to Seller at
the place Seller directs.
THE FOREGOING WARRANTIES ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER REPRESENTATIONS
AND WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR
PURPOSE, AND SELLER SHALL NOT BE SUBJECT
TO ANY OTHER OBLIGATIONS OR LIABILITIE
WHATSOEVER WITH RESPECT TO PRODUCTS,
PARTS OR SERVICES MANUFACTURED OR
FURNiSHED BY IT, OR ANY UNDERTAKINGS, ACTS
OR OMISSIONS RELATING THERETO,
Any description of the products, whether in writing or
made orally by Seller or its agents, specifications,
samples, models, bulletins, drawings, diagrams,
engineering sheets or similar materials used in
connection with Buyers order are for the sole purpose of
identifying the products and shall not be construed as ars
express warranty, Any suggestions by Seller or Sellers
agents regarding use, application or suitability of the
products shall not be construed as an express warranty
unless confirmed to be such in writing by Seller.
7. Taxes and Other Charges. Any manufacturers tax,
retailers occupation tax, use tax, sales tax, excise tax,
duty, custom, inspection or testing fees or any other tax,
Xy lem
TERMS AND CONDITIONS OF SALES
fee or charge of any nature �vhatscever, imposed by any
governmental authority, on or measured by any
transaction behyeen Sealer and the Buyer, shall be paid
by the Buyer in addition to the prices quoted or invoiced,
unless Seller specifically states that such takes or
charges are included in such price. In the event Seller
shall be required to pay any such to , fee or charge, the
Buyer shall reimburse Seller therefor (including any
interest and penalties relating thereto), or, in lieu of such
payment, the Buyer shall provide Seller at the time the
order is submitted with an exemption ce6fleate or other
document acceptable to the authodty imposing the sane.
8. Patents, Trademarks and Copyrights. Seller will,
at its expense, defend any suits that may be instituted by
anyone against Buyer for alleged Infringement of an
United States patent, trademark or copyright relating to
any products manufactured and furnished by Seller
hereunder, if such alleged Infringement consists of the
use of such products, or parts thereof, in Buyer's
business for any of the purposes for which the same
were sold by Seller, and provided Buyer shall have made
all payments then due hereunder and shall give Seller
immediate notice in writings of any such suit and transmit
to Seller immediately upon receipt all processes and
papers served upon Buyer and permit Seller through its
counsel, either in the name of Buyer or in the name of
Seller, to defend the sauce and give all needed
information, assistance and authority to enable Seller to
do so. If such products are in such suit held in and of
themselves to infringe any valid United States ;patent,
trademark or copyright, then: a) Seller will pay any final
award of damages In such suit attributable to such
infringement, and (b) if in such suit use of such products
by Buyer is permanently enjoined by reason of such
infringement, Seller~ shall, at its own expense and at its
sole option, either (i) procure For Buyer the right to
continue using the products, (ii) modify the products to
render them neon -Infringing, (iii) replace tate products with
non-lWnging goods, or (iv) refund the purchase prig
and transportation costs paid by Buyer for the products.
No withstanding the foregoing, Seller shall not be
responsible for any comprontlse or settlement made
without its w6 ten consent, or for infringements of
combination or process patents covering the use of the
products in combination with ether goads or materials not
furnished by Seller. THE FOREGOING STATES THE
ENTIRE LIABILITY OF SELLER FOR INFRINGEMENT,
AND IN NO EVENT SHALL SELLER BE LIABLE FOR
CrONSEQUENTiAL DAMAGES ATTRIBUTABLE TO
AN INFRINGEMENT.
As to any products furnished by Seller to Buyer
manufactured in accordance with drawings, designs or
specifications proposed or furnished by Buyer or any
Balm of contributory infringement resulting from the use
or resale by Buyer of products sold hereunder, Seller
shall not be liable, and Buyer shall indemnify Seller
against any award made against Seller for any and all
patent, trademark or copyright infringements,
g. Substitutes. Seller may furnish suitable substitutes
for products unobtainable because of priorities or
regulations established by governmental authority or the
non-ava.ilability of goads from suppliers.
10. Permits, The Buyer shall have Full responsibility for
securing the requisite permits and compliance with all
health and sanitation laws, ordinances and regulations
pertaining to the installation of the products involved in a
sewage treatment plant or other products sold by Seller.
il. Llrnitatlons on Consequontlal Damages and
Other Liarbility; Buyer's Indere nitY, Except as
otheRvise agreed in wilting, Seller's liability %-Ah respect
to the products and/or services sold hereunder shall be
limited to the warranty provided in Paragraph S hereof,
and, with respect to other performance of this contract,
shall be limited to the contract price. SELLER SHALL
NOT BE SUBJECT TO AND DISCLAIMS ANY OTHER
OBLIGATIONS OR LIABILITIES, WHETHER ARISING
OUT OF BREACH OF CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE AND STRICT
LI,ABiLITY) OR OTHER THEORIES OF LAW, WITH
RESPECT TO PRODUCTS SOLES OR SERVICES
RENDERED BY SELLER, OR ANY UNDERTAKINGS,
ACTS OR OMISSIONS RELATING THERETO.
Without limiting the generality of the foregoing, Seller
speciflly disclaims any liability for property or personal
injury damages, penalties, special or punitive damages,
damages for lost profits or revenues, loss of use of
products or any associated products, cost of capital, east
of substitute products, facilities or services, down -Urns,
smut -down or slowdown costs, or for any other types of
economic loss, and for claims of Buyers customers or
any third party for any such damages, AM the limitations
and disclalmers contained in this paragraph and in the
rest of this contract shall apply to +ctairns of Buyera's
customers or any third party. SELLER SHALL NOT BE
LIABLE FOR AND DISCLAIMS ALL
CONSEQUENTIAL, INCIDENTAL AND CONTINGENT
DAMAGES WHATSOEVER.
Buyer shall indemnify Seller against any and all losses,
liabilities, damages and expenses (including, without
Ilmitation, attorneys' fees and other costs of defending
any action) which Seller may incur as a result of any
claim by Buyer or
others arising out of or in connection with the products
and/or services sold hereunder and based on product or
service defects not proven to have been caused solely
by Sellers negligence,
12. Technical information, Any sketches, models or
samples submitted by Seller shall remain the property of
Seller, and shall be treated as confidential information
unless eller has in w6fingi indicated a contrary intent.
No use or disclosure of such sketches, models and
samples, or any design or production techniques
revealed thereby, shall be made without Seller's express
written consent.
— 6 —
13. Buyer's Property. No property of Buyer place in
Sellers custody for performance of this contract Is
covered by Sellers insurance, and Seller assumes no
risk in the event of loss or damage to such property b
fire, water, burglary, theft civil disorder or any accident
beyond Seller's reasonable control,.
14, Tools. Any dies, Jigs or tools which Seller
manufactures or acquires for performance of this
contract shall remain the property of Seller,
notwithstanding any charges therefor. Tool charges
convey to Buyer the right to have the tools used by Seller
for performance of this contract, but they do not convey
title or right of possession. Seller shall be responsible for
routine maintenance and repair of such tools, dies and
jigs, Major overhauls, replacements or changes shall be
charged to the Buyer.
15, Return's. Products may be returned to Seller only
when Buyer obtains Sellers advance written ,permission
therefor. Returned products must be securely packaged
to reach Seller without damage; and any cost incurred by
Seller to put products in marketable condition will be
charged to Buyer.
16. Governing Provisions. THE CONTRACT FOR
SALE AND THESE TERMS AND CONDITIONS SHALL
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
BUYER AND SELLER AND SHALL BE GOVERNED
BY AND CONSTRUED ACCORDING TO THE
INTERNAL LAWS OF THE STATE OF WISCONSIN
(WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAWS). THE RIGHTS HT AND
OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL NOT BE GOVERNED BY THE 1980 U.N.
CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS. SELLER
RESERVES THE RIGHT TO IMPOSE DIFFERENT OR
ADDITIONAL TERMS OF SALE CTI INTERNATIONAL
SALES ANWOR SALES OF SERVICES.
Ilsales/terms
W
ENVIRONMENTAL DYNAMICS INTERNATIONAL
5601 Paris Rd. Columbia, MO 66202 USA
Phone: +1.573.474.9456 Fax: +1.573.474.6988
vmv. astewater.com edlPwastewater.com
EDI PROPOSAL 00128-`10-2 — Rev A
TO: Bidding Contractors
RE: Otsego, MN
EDI Fixed Aeration & Mixing System With FlexAlro Disc Diffusers
Gentlemen:
Environmental Dynamics International (LDI) is pleased to offer the FlexA'lr Aeration Mixing System for
the Otsego, MN project. EDI Is offering a complete system inclu,ding all In -basin aeration components.
EDI is offering the In -basin aeration components complete wlth all necessary components required for
installation of the system downstream of the bottom connection of the drop pipe.
The FlaxAir Disr, diffuser Is proposed for this project. The AexAlr Disc diffuser does provide several
advantages to the Installing contractor and end users. The primary bonefits provided follow:
1. Factory assembled components for minimum field Installatlon manpower requirements.
Preassembled components include:
a. Header assemblies. Headers provided with factory -drilled outlets for diffuser installation at
required diffuser locations.
b. FlexAlro Disc units.—Diffuser assembly (disc holder, membrane and retaining ring) Is provided
factory assembled. Diffuser units clamp directly into header pipe at predrilled outlet locations
by Contractor. Individual diffusers are roplaceable without changing air distribution piping.
c. Field expanslon is possible with simple drill and clamp -on procedure.
2. Standard PVC Piping Components. Piping cornponents are easily replaced should a pipe section be
damaged. Competing systems using non-standard pipe and factory glued -on diffuser heads requires
the purchase of an entire header section from the oT!glnal equipment manufacturer.
The FlexAlr Aeration -Mixing system is covered by U.S. patents. Equipment orders resulting from this
proposal Includes a license to use the FlexAlr Aeration -Mixing system on the Otsego, MN project.
Eciulpment Supmlv:
Digester Components, Components Listed for One Tank, (2 Tanks Total):
1 4" 304 Stainless Steel CouplIng. Coupling joins plain ends of SS drop and PVC manifold.
1 4" Schedule 40 PVC Air Distribution Manifold Assembly. Assembly provided factory assembled
and shipped in SLO-assembllas. Assembly includes flanged connections at all field Joints, flanged
header connections and stainless steel flange fasteners.
4 4 0 SDR -26 PVC Air Header Assembly. Assembly provided factory assembled and shipped in
sub-assembiles. Assembly includes flanged connections at all field joints, diffuser outlet ports,
end cap and stainless steal flange fasteners.
Lot 304 Stainless Steel Plpe Support for Manifold Assembly. Anchor bolts included.
aernfion for 1i
ENGINEERING
E D I PROPOSAL CO128-13 -2 — Rev A ENVIRONMENTAL DYNAMICS INTERNATIONAL
Otsego, MN
Page 2
Lot Glass Filled Polypropylene SuperStrut Support for Air Header Assern6lies. Anchor bolts
included,
88 FlexAIr Disc Diffuser Assembly. Diffuser assembly provided factory assembled. Assembly
includes disc, holder, membrane, and retainer ring.
Proposal Notes:
1. EDI can offer installation services for this project through Aeration Works"', a Dlv1slon of EDL
Aeration Works Is uniquely capable of installing EDI equipment because of its multiple years of
experience in installing all of EDI's various aeration equipment. Aeration Works will Insure that the
Installation meets all of M's specifications and directions. Quotation for the Instalfation of the above
detailed systerns is available upon request.
2. Only equipment listed abovo is offered by EDI.
3. Actual quant1fles of materials supplied by EDI will include surplus quantities to aid in the complete
installation of tile system. Surplus components are furnished as an extra service by EDI to minimize
Installation delays associated with normal Job ite losses. Surplus [terns are suppiled at no extra cost.
4. This proposal is subject to standard EDI terms and conditions attached.
5. Only hardware is offered by EDI. Unless specifically quoted, Installation and labor by others.
6. EDI offers patented equipment and systems: Equipment offered by ED] in this proposal may be
covered by one or more patents.
7, This proposal has not been published and Is the sole property of Environmental Dynamlos
International. It is lent to the borrower for his/her confidential use only. In consideration of this loan,
the borrower pronilses to return it upon request and agrees that it shall not be reproduced, copied,
shared, lent, or otherwise disposed of, directly or Indirectly, nor used for any purpose other than that
for whlch it is specifically furnished.
Field Service:
Onsite technical assistance (11 trips not to exceed I workdays onsite) is included for review of general
conformance to system Installation guidelines and systain commissioning. In order to allow reasonable
scheduling and to ensure an EDI Representative Is available, at least a 3 week notice is required when
schoduling service visit Please be aware that not providing proper notico and/or changing the
requested schedUle after confirmation may result In additional charges and/or fees.
Additional field services, if required, are avallable at a per diem rate of $750 per man per day plus travel
and living expenses.
Price:
Aeration Equipment:
0 Carriage FOB' to Otsego, MN.
a The quoted price is plus all appilcable taxes and is firm for 90 days.
0 Prices quoted are based on the proposed equipment being released for shipment 6 months after the
date of this proposal.
0 Prices on orders received after the above deadline or sbecifying later -shippi no dates shall be
subject to review and possible adjustment.
Payment Terms: Requests for extended financing beyond the Not terms Indicated below will be quoted based
upon the Payment terms being requested at the time of order placenient.
95% net 45 days from ShIpment.
5% net 45 days from Startup of EDI Equipment, or 120 days from shipment, whichever OCCUrs first.
I FOR definition Includes: The Buyer bears all costs and risks of loss; of or damage to the goods from des1gnated FOB point.
ED] PROPOSAL C01 8-13- Rev
Otsego, MN
Page
ENVIRONMENTAL DYNAMICS INTERNATIONAL
Shipment:
ent:
Drawings: 4-6 woe s folloWng receipt of
a. Approved purchase order.
b. EleQtronlc drawing files providod by the engineer of record as shown in
contract plans in Civil and Mechanical sections of bidding documents it
applicable) in one of the following formats: stp ; Aw . Drawings in a pdf
format gill be accepted if no ether format is available. DraWngs should provid
the plan and section view of the aeration basin including the construction of the
basin wails and floor slope as well as any process piping or equipment that will
be lnstalled within the aeration basin. Drawings should be accompanied by a
second docurnent that shows the connection point location where Dl's
process a1r piping e ulpment scope of supply is to beg1n.
e+ All information required for complete submittals.
Shipment: 8- 10 weeks fallowing notification of drawings and submittal approval.
Note: ShIpr ent schedules are typical based on workload currently in-house and normal scheduling
procedures. Actual shipping lead time will be confirmed at the time of order.
Date: April gs 2013
Environmental Dynamics International
Kevin Stark
Inside Sales Engineer
Attachments
System and Diffuser Detall
ED[ Reurose ntative:
`ferry Schir
'essc, Inc
8217 Upland Circle
Chanhassen, MN 55317
ED[ PROPOSAL C0128-13-2 — Rev A ENVIRONMENTAL DYNAMICS INTERNATIONAL
Otsego, MN
Page 4
Mmufacturers Limited Mechanical Warranty Statement
The Nvarranty provided by Envlronmcntal Dynamics International hic., (EDI) is flinited to tine ternis set forth In this Warranty
Statement. All other warfantios, oxprossed or implied are excluded and disclaimed in their entirety. EDI gives no Other
warranty of any kind, nal-uro or description, expressed or implied, other than the limited warranties set forth her hi, and tills
Nvarranty exclusion includes but is not line ted to warfan(ies of merchantability and wan titles of fitness for a particular
purpose, both of which are excluded and disclaimed in their entirety, Equipinwit manufactured by EDI is warrant to be freo
from defects in materials and workmanship (is opptioblo-
(a) Standard twelvo (1 2) months from start tip of the equipment or eighteen (18) niontlis from shipm-vnt, whichover occurs
first or;
(b) Installed equipment requiring SubsiatifiRl Comptelion Certificate or Owner Acceptanco Certificate; thirteen ( 13 ) months
from start -up of the equ ipment or eighteen (1 8) niont 11 S froln $11 i1mielit, 10 ichover occurs first, exclusive of certificate isseance.
Defective part(s) sbatt be remedied by repair or replacement of the dofectivo p'art(s) only shipped freight included, FOB
original shipping pohit2. Costs incurred by HDI (on or off Sito)3 sh,911 bo reimbursed by the Purchaser / 0Wjjer4 should EDI
find a deficiency to not be due to equipment covered by this warranty.
Tho following are exchided from this warranty, but shall not be considered to be limiting to other excluslons: cleaning and
de -watering )r labor 5 , cqu ip in e i i t i na i iu fac t ured by o thers6, process and performance related to system design or biological process
)
performance, decomposition, abnormal wear and/or damage caused by site conditiolis; chomical action, cheinicat
precipitate, physical abrasion points or abrasive materials, water velocities greater than 2 ft/sec or as approved by ECD1'
blunt trauma forces, faulty or stibstandard stnictural components, faiffly or inadequate niaijitenance/operafion'', equipment
and services provided cinder a contract which is in a current state of default due to -non-payment. 3 EDI exclusively assumes no
responsibility of expense or liability for (a) equipment repairs made or contracted by Purchaser or OwncrAvithout EDT's written
Consent; (b) modifications to any of HDI's equipment made by others which are not approved in advanco and in writing by
EDI; (c) failure of the Owner to promptly notify EDI of observed defects and or deficienoies which occur during the warrality
period (d) Nvork by others9, (c) field modifications to Am for removal or rophicoment of EDT components
END OF PROPOSAL
2 FOB original -shipping pofid,- Indicates the polar cif -hich risk of loss passes
3 Cost Hicim-ed hichide shall not be ffinited to; h-mv1, hoes lig, labor and materlak- that have been e.yetided to research and repair such
qeflclenc)t
4 Responsiblepartyfor the equipment at file tittle of tile u-01-ranty clahn; generally dictated byproject stains, pre (Purchasei) orpost
caret In -ojec I hand o iper.
Access InglienInstalling1replacing1re Ili stal ' trr, ai iy p arls,
6 EDI noes not imwanty equipinent manufactured by others. "By others"inchrdes bra Is trot 11miled too- blover s, DOprobes, electrical
panels, enght" njolors, my elechkal apparahis, etc. Such equipment bears of 11ru j-v,5pvcj[�,e Labor costs
associated i0th ivar)-anly repairs of equIpment inanufactured by others shall be boat e b)p oMiers.
Please refe) - lo yoz ii - EDI 10& Al nia n italfor ina in tenance and operall on insto tefians.
Default due to non-payment sholl not Include EDI appro ved holdbacks.
-9 111w* by Others shall inch(de but not be linfited to; inaterials fiiridshed or taborpm Wded by 4any minvelor, subconh-actor or inoterlal
s upp Iler not ivorAqng direelly for or it i (nder EDL
ENVIRONMENTAL DYNAMICS INTERNATIONAL
5601 Paris Rd, Columbia, MO 65202
Standard Conditions of Proposal and Sale of Equipment and Installation Services
ED[ Proposal 00128-13-2 - Rev A
Etivironmental Dynamics InternationaL, here1nafter also referred to as EDI or the Company, offers this proposal to supply oquipment. Any resulting
contract between EDI and the Purchaser shall be subject to the follovring terms and condillons,
Servic" - Environmental Dynamics international Is a manufacturer of water and wastewater t(ealment eqvlpment and systenis. EDI Is not a consulting
e n9lnearing firm and does not provide Professional Engineering services as part of our contracts to supply eqUipmen t ha rdywa re.
Process a n (I P erfo r ni ance Wa rra ni las - Contracts for purchase of equipment accepted by EDI exclude any process or performance wa rra ntlo s related to
system design. Additlonally, no biological or pro -cess performance warranVes are expressed or may be implied by the parUcipation of EDI in this contract,
Any biological or process performance vmrranty for systems supplied by the Company shall be speciffcliy and independenNy detailed and signed as a
separate contract by an authorized Officer of the Company,
G ovornIng Levi -Any proposal for equipment supply made by the Company as well as any contract behyeen the Company and the Pumbaser are deemed
to be executed at Columbia, Mlssouri, USA, subject (o correctlon for typNraph1cal or mathematic -al errors and governed by Missouri law.
Credlf Approval - Performance of any contract by the Company Is contingent upon Purchaser credit approval. Credit may be waived in lieu of a project
materials payment bond. A materials payment bond supplied to ilia project Ovmer or Engineer by the Purchaser is.ac ceptable. EDI reserves the right to
hold shipment on delinquent accounts.
Force M ale ure - Strikes, fires, accidents, War, red uGed supply of (uef or raw materials or excessive oust thereof, or other res traInts affecting sh(prn ents or
curtailments In manufacturing or due to defays unavoldable by or beyond the control of the Company shall be govern by force majeure.
Costs and Danincle - The Company shall In no Instance be liable for Indirect or special costs, consequenUal or liquidated dernages or any penalties
outside the %,Milan contract.
Suclal Hazards - Unusual condWons such as rock, poor foundation solls, oxcoss water or other unusual s1to or safety rondiqons are not covered by this
standard Company proposal. Extra costs emanating trona unusual situ or safety condillons shall bo negotiated vith written agreements developed at or
subsequent to th a time of discovery anti prior to further wo rk being comple led by EDL
Shipment & Delivery TIM - Statements as to expected date of hardwaro shipment represent the Companys h'ast judgment, but shipment on those
dates Is not guaranteed, The Purchaser hereby waives all claims to daraages caused by delay In shilpment or delivery of Ilwclwaro.
Insuranco - The Purchaser agrees to provide and maintain for tha benefit of the Company adequate Insurance for the equipment heroln specified from the
time of Its sh1prinent from EDI until paid for In full and the Purchaser agrees to assume all logs over and above that compensated for by such Insurance,
The Purchaser shall procure and pay for all puHlo, NabIlity Insurance during the Installation of any EDI provided equipment,
Title of 0 wn ersIAR - All equ 1pment and/or so rvices ordered by Purchaser from the Company shall re main the property of the Company u ntif fully paid for in
cash.
Ca n ce I I atl on or 8 u s v a ns Ion - of any order vili I ba accepted only upon terms that vAll Indemnify the Company against loss. Additionally, the Com pa ny may
Invoice the Purchaser 15% of the agreed upon contract price.
Back.. C h arg as — must be approved by ED 1. In vn! ling, before their W11 be accepted. EDI %tJ 11 make avefy effort to offer prompt consIderallon and approval of
legillniate back charges.
InvoloLM - Tho Company may ma partial billings of tho contract pdco as various components of the equipment aro shipped. When equipment Is
manufactured by EDI, but sh1proant It, delayed by the Customer, EDI shall be pall In accordance vAth contract terms as though delivery had been
accomplished,
Storafle tar os - Whon EDI manufactures equipment to ineet schodulos established by (ho Purchaser, the Company ioservas the right to Invoice tho
Purchaser for storago charges on items hold at EDI at the rate of 1 111/6 per month of the sale price.
Pefault for Non-PaymenA — Contracts in default of the payment terros may bo subject to any or all of tho follovAng: should tho Purchawr foil to pay tho
purchase plGo as agreed the Company may, a) retain as liquidated damages all partial payments made on account thereof to date without prejudice to
any other claim for damages suffered by the Company for any cause, b) be allowed site access to recover hardvmre, c) obtaln other balances duo from
arbitration or d) an Inte re -sl charge on outstanding Invoices billed at Ih a rate of i. °, per month, 18% per- a n nurn.
Morney Fees ' — For any suits brought or rete(nage pall to attorneys to collect -any part of the purchase price or to enforce any provision haTe.1n, 1he
Porch aser W11 pay E D I attorney fees and related expenses including an adm 1 n Istrative fee equal to tho attorney fees.
BankruptcV, Recolvershlo pir Insolvency Procced1tic s - Should bankruptcy, receivership or Insolvency proceedings be Instituted by or against. the
Purchaser or should the Purchaser make an assignment in favor of creditors, the unpaid balance of the purchase price shall immediateiy become due and
payable at the option of the. Company. NoW,thstanOng other arrangements to the contrary, the Company s141 be free to enter premises where equipment
for Welch the Company has not been fully paid may be located and remove said equipment as Its property vAthout prejudice io any further Balms on
amounts of damage wNch 1he Company may suffer from any cause.
Proinissoty Mote - Acceptance of a promIssoty note or other evidence of debt for any part of prig shall not be constcuedes payment.
Patent.-InfrInflonion - Any Interferenco Will Purchasers use of equIpment supplied by tho Company on the grounds that such use constitutes all
infringement of any patent shall Impose no 11abillty on the Company.
Spare or Potontial Warran(y Parts — If spare parts or potential warranty parts are required lnirned)ately, ED) may sh1p those parts subject to the following
11mitaflons: a) Purchaser agrees to pay for additional components or spare components Including speclal freight charges, Reimbursement vAll be Issued as
a credit to the Puichasers account tit the event potential warranty parls are vedfledas actual warranty defects and b) Contract price adjustments or price
adjustments on additlonal or spard components aro subject to ED[ approval and original contact terms.
Defective, damaged, Improper material or shortag - Claims viti not ba allowed unless witten notIce specifying the nature and extent of the defect,
damage or shortage Is recolved In tho Company's office within fourteen (1 4) days from unloading — unless the defect, damage or tihula_ge is of such a
naturo that 10 would not ho reasonably dl covered until the material is assemblad andlar erected as a finished product, that the favrfeen (14) days vAll
begin front tho date of commenoement, of assernbly and/or erection,
MochanlcalWarran.t per Maniffacturers 1-Initted Mochanloal WarrantySlateniont
Ar opted by Buyer
Accepted by Buyer
Date
Date