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HomeMy WebLinkAbout209-04 RESOLUTION• • RESOLUTION NO. 209-04 A RESOLUTION TO APPROVE AN AGREEMENT WITH ANDRITZ, INC. TO LOCK IN PRICING OF $672,15.7 00- FOR THREE BELT FILTER PRESSES BY PAYING A SECURITY DEPOSIT OF $33,607.85 WHEREAS, the City has negotiated with Andritz, Inc. to lock in at 2003 base pricing, the cost of three belt filter presses that will need to be purchased for the Wastewater Improvement Project in the next couple of years by paying a security deposit of S33,607.85. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section I: That the City Council of the City of Fayetteville, Arkansas hereby approves the Agreement for Belt Filter Presses for Wastewater Improvement Project (attached as Exhibit "A") with Andritz, Inc. and the payment of the $33,607.85 partly refundable sccurity deposit to Andritz, Inc. PASSED and APPROVED this 215t day of December, 2004. ATTEST: By pn..unrrn ... ,FKIT... aCje .SGp% ,•G\ZYOp•. � •A: • :F AY ETT EV ILLE .A..1 •o? °6-7,9 9k SpSst.i. AN ;ex:. 1# 1,NG oto SONDFtA SMITH, ity Clerk By: APPROVED: DA COODY, Mayor Emergency Effluent Filter Rehabi Wation Noland�Wastewater Plant Fayetteville, Arkansas AGREEMENT BELT FILTER PRESSES FOR WASTEWATER IMPROVEMENTS PROJECT NEGOTIATED PRICING AND SECURITY TERMS FAYETTEVILLE, ARKANSAS THIS AGREEMENT, made and entered into thasday of G�lt�f► 2004, by and between the City of Fayetteville, County of Washington, State of Arkansas, hereinafter called FAYETTEVILLE, and Andritz-Ruthner, Inc. a corporation doing business at 1010 Commercial Boulevard South, Arlington, Texas 76001, hereinafter called ANDRITZ, WITNESSETH THAT: WHEREAS, FAYETTEVILLE has waived competitive bidding for the procurement of belt fitter wastewater treatment equipment as the current situation is exceptional due the finding that competitive bidding is neither feasible or practical in accordance with Arkansas Purchasing Law (19-11-103); and the negotiated procurement of this equipment is permissible under the Arkansas Soil and Water Conservation Commission's Revolving Loan Fund Program; and the negotiated procurement process has secured what is deemed a reasonable and competitive proposal for the purchase of three Andritz belt filter presses (see attached letter of October 29, 2004 from Black and Veatch) as set forth in the quotations from Andritz (see attached proposals S-2736-04-80 and 5-3667-04-08 from ANDRITZ); and the negotiated procurement materials having all been approved by the City Council of Fayetteville, Arkansas; and WHEREAS, pursuant to the non-competitive solicitation and negotiation, ANDRITZ is deemed to be a reasonable, responsible, competitive and qualified provider for the belt filter wastewater treatment equipment; NOW THEREFORE, ANDRITZ agrees with FAYETTEVILLE to provide up to three belt filter presses in accordance with the quotation and negotiated procurement terms; to guarantee the prices for stipulated goods and services for the specified term; and to allow the terms and conditions of the equipment procurement to be transferred to future contractor(s) of FAYETTEVILLE; the agreement herewith provides for the following procurement terms: 1. FAYETTEVILLE will pay to ANDRITZ a security deposit in the amount of five percent (5%) of the total equipment quote of six hundred seventy two thousand one hundred fifty seventy dollars and no cents (5672,157.00), said refundable deposit to be thirty three thousand six hundred seven dollars and thirty five cents (533,607.35); 2. FAYETTEVILLE will require successful bidders of the Noland wastewater plant upgrading (Contract EP -2) and of the new west side treatment plant (Contract WP - 3) to use ANDRITZ equipment and pricing in developing pricing and completing the projects; 3. FAYETTEVILLE will require said successful bidders, as noted above, to issue purchase orders to ANDRITZ within sixty (60) calendar days of contract award for the applicable belt filter equipment and services; 4. FAYETTEVILLE agrees to complete its bidding and contracting processes for the Noland wastewater plant upgrading project (Contract EP -2) and the west side wastewater plant (Contract WP -3) and have its contractors issue purchase orders within 30 months of the date of this agreement to guarantee ANDRITZ's current pricing; 5. ANDRITZ agrees to furnish the belt filter equipment, spare parts and services stipulated in the proposal and described in Black and Veatch's specifications for the following prices: a. One belt filter press for the Noland wastewater plant upgrading project (Contract EP -2) for two hundred forty nine thousand four hundred twenty nine dollars and no cents (5249,429.00), b. Two belt filter presses for the west side wastewater treatment plant (Contract WP -3) for (5392,728.00422,728.00) Page 1 of 2 Emergency Effluent Filter Rehabilfation Noland Wastewater Plant Fayetteville, Arkansas c. Delivery for the equipment shall be in accordance with the times set forth in the quotation, 6. ANDRITZ shall refund the prorated share FAYETTEVILLE's five -percent deposit within thirty days of receiving the contractor's purchase order for said equipment; 7. ANDRITZ agrees that upon expiration of the 30 -month pricing guarantee period that it will refund two-thirds (66 and 2/3 percent) of any remaining security deposit funds to FAYETTEVILLE, retaining one-third (33 and 1/3 percent) as forfeiture by FAYETTEVILLE; And, FAYETTEVILLE agrees to pay ANDRITZ the security deposit amount within approximately thirty days of the date of execution of this agreement by both parties; It is further understood and agreed that should ANDRITZ be delayed at any time in the progress of the work by any act or neglect of the FAYETTEVILLE or of the City of Fayetteville's employees, or by any other Contractor employed by the City of Fayetteville, or by changes ordered in the work, or by strikes, lockouts, fire, unusual delay in transportation, unavoidable casualties or any causes beyond ANDRITZ's control, or by any cause which FAYETTEVILLE shall decide to justify the delay, then the time of completion shall be extended for such reasonable time as FAYETTEVILLE may decide, Changes, modifications, or amendments in scope, price or fees to this contract shall be permissible by the mutual consent of ANDRITZ and FAYETTEVILLE. Agreement modifications shall not be allowed without a prior formal written agreement amendment approved by the Mayor and the City Council in advance of the change in scope, cost or fees. City contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act. (A.C.A. 25- 19-101 et. Seq.) Only legally authorized photocopying cost pursuant to the FOIA may be assessed for this compliance." ANDRITZ shall hold harmless, defend and indemnify the City from any and all claims, actions, suits, charges and judgments whatsoever that arise out of performance or nonperformance of the services or subject matter called for in this contract, provided that nothing herein shall be construed to alter, limit or otherwise compromise that immunity afforded the City of Fayetteville under the Constitution and Statutes of the State of Arkansas. This contract shall be binding upon the heirs, representatives, successors or assigns of the parties hereto, including the surety. IN WITNESS WHEREOF, the City of Fayetteville and Contractor have hereto set their hands and seals, respectively. ANDRITZ if corporation, secretary should attest. End of Contract Ci of Fa evill= Ar Li sas By: Mayor .an Coo City Smith tV• A- • E. :FAYETTEVILLE: •li➢ RkANSV .64 ••, GTON " iiuuuuii"• Page 2 of 2 Andritz-Dewatering Technologies • Andritz Proposal No. S-2736-04-80 December 8, 2004 To City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 For Purchase of Belt Filter Press for the Noland WWTP Expansion Project Andritz-Ruthner, Inc. Representative Chad Cooley - ETEC - (501) 978-1025 This propose! is tie mnfidenlial and oropre:ay nlorma on o' A.rorrz-Rutnner. Inc. Any party accep no 'ece.pt of Luis propose' does scan toe exore5s understanding and agreement that they will neither mpy. rer;oouce. ddaose to third parties or use rtes crcposai for any purpose other Iran :'rose expressly agree: to oy A.ndnl-Ru.hcer. Inc. in wri;iac. Such party ado agrees to noemni4 Anddz-RuSnner, lac against any lasses or damages suffered by Anc azauthner. Inc. as a result of sum party s improper reproduction. bis osure or use o1 is proposal. AtIWJTL • • BOWL ENVIRONMENT AND PROCESS TECHNOLOGIES Table of Contents L Cover Letter It Proposer's General Information Ill. Details of Proposal A. Andritz Pricing Summary B. Scope of Supply C. Scope Not Included in Andritz Price D. Additional Information E. Terms of Payment F. Commercial Conditions ''aye::e'De. AR Proposal 5273644.60 • • AN)PJTL ENVIRONMENT AND PROCESS TECHNOLOGIES December 8, 2004 City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 REFERENCE: Purchase of Belt Filter Press for the Noland WWTP Expansion Project Mr. Boettcher, Andritz is happy to be the preselected belt press supplier for the upcoming expansion project at the Noland WWTP. We appreciate your business and will work diligently to maintain your satisfaction of the Andritz equipment purchased for this project. This proposal package provides details of the negotiated sales price and scope of supply regarding the preselected Andritz belt press equipment for the Noland WWTP. Should you have further questions regarding our equipment, company or this proposal please contact the local Andritz equipment representative for your area, Chad Cooley of ETEC at (501) 978-1025 or me at (817) 465-5611. Thank you, 72-•• Jamie French Regional Sales Manager Andritz-Ruthner, Inc. Cc. Chad Cooley — ETEC. Larry Chapple — Black & Veatch F.Ye::ev'l'e. AR P,000501 $.2)]6-0'-6C • AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES GENERAL INFORMATION FOR ANDRITZ PROPOSAL #S-2736-04-80 I. Proposal being presented by: Andritz-Ruthner, Inc. 1010 Commercial Blvd. S. Arlington, TX 76001 (817)465-5611 Regular business hours are 8:00 am to 5:00 pm, Monday — Friday, Central Standard Time. Andritz-Ruthner, Inc. is an incorporated, international business, incorporated under the laws of the state of Delaware since 1978. The Andritz Ruthner, Inc. location stated above will be responsible for the work to supply the dewatering equipment being proposed in this package. The Andritz-Ruthner, Inc. Location stated above is a subsidiary of the parent company, Andritz in Graz, Austria. II. Names of Andritz contacts authorized to make representation regarding this proposal: John Madden — President Ken Dodson — National Sales Manager Jamie French — Regional Municipal Sales Manager Mike Teeter — Project Manager Pape a d9 • • BOWL ENVIRONMENT AND PROCESS TECHNOLOGIES Andritz Proposal Package #S-2736-04-80 For City of Fayetteville, Arkansas Purchase of Belt Filter Press for the Noland WWTP Expansion Project December 8, 2004 A. Equipment Pricing: Supply of One (1) 2.0 -meter, SMX-S8, Low Profile Belt Filter Press meeting requirements of Black & Veatch equipment specification sections: • 11340 - BELT FILTER PRESS EQUIPMENT • 11340A - BELT FILTER PESS AUXILIARY EQUIPMENT CONTROL • 13530 - PROGRAMMABLE LOGIC CONTROLLERS • 16220 - GENERAL PURPOSE INDUCTION MOTORS • 01330 - SUBMITTAL PROCEDURES • 01600 - EQUIPMENT AND MATERIAL • 01610 - GENERAL EQUIPMENT REQUIREMENTS • 01650 - START-UP REQUIREMENTS • 01750 - MANUFACTURER'S FIELD SERVICES • 01785 - WARRANTIES. Final Sales Price: $249,429.00 Note: The above pricing includes Modicon brand PLC & OIT control components. Should Allen Bradley brand components be selected by the City of Fayetteville a $7,200.00 credit / discount to the above pricing will be applied by Andritz Contract Commitment Statement: Andritz agrees to enter into a supply contract with the awarded construction / installing contractor to provide the scope of supply established in this proposal providing all terms and conditions within this proposal document are applicable. B. Scope of Supply Included in Andritz Price: Page 5 of 9 • • AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES ITEM # QTY DESCRIPTION One Andritz CPF 2.Om, SMX®-S8, Low Profile Belt Filter Press. The press comes with a torsion proof, HDG, carbon Steel frame, and all wetted parts 316L stainless steel. The Andritz belt filter press unit will include the following: • Sealed, splash proof, split case, pillow block bearings • One (1) set of seamed dewatering fabrics • Buna N rubber and Rilsan covered rolls • Upper & lower stainless steel showers with internal brush and hand wheel for cleaning • Upper & lower fully automatic dewatering fabric tracking and tensioning device • Venturi Mixer for polymer and sludge mixing • Eurodrive reducer complete with motor mounting bracket, high speed coupling, and guards with motor and VFD • Wiring of emergency stop and belt runoff limit switches • Gravity zone plows with HDG assembly and fixtures • Nema 4X 316L stainless steel electric/pneumatic control panel with PLC automation 316L SS assemblies included Venturi Mixer - Distribution assembly - Gravity zone sidewalls - Belt support framework in gravity and wedge sections - Thrust rod guides - Upper and lower shower boxes - Filtrate pans - All nuts, bolts, and associated hardware - Perforated Rolls Lot Items for existing Andritz belt filter press as identified in Black & Veatch specification 11340 — Belt filter Press Equipment: Lot Engineering and Documentation: • Arrangement drawings and dimensions for the Andritz scope • Foundation drawings showing details needed for building work • Motor list • Written sequence of operation including all interlocks • Control panel layout • Controls schematics • Terminal box details • Operation/Maintenance/Parts manuals A. The following items are furnished as part of this proposal: o Wash water booster pump >.p. 6 019 • • £MRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES o Air compressor with dryer and control panel (as specified) o Freight to job site o Warranties o Spare parts (as specified) o Programming manual for programming supplied B. The following number of days & trips are furnished as part of this proposal in lieu of the trips and days listed in the Black & Veatch specifications: o Up to 10 days & 2 trips of manufacturers fields services to perform installation inspection, operational & performance testing and customer training. o 1 trip & 2 days of on site programming / controls integration assistance C. Scope Not Included in Andritz Price: (To be provided by others or Andritz at an additional cost) • Access platforms (Andritz will provide recommend heights and locations if required) • Sludge feed pumps ▪ Cake discharge conveyors and/or pumps ▪ Flow meters and related field instruments • Static calculations of foundations, building and building plans (Andritz will furnish load data) ▪ All utilities required for operation and erection ▪ Local pressure gauges and other instruments not specified in our scope of supply ▪ Polymer dilution / feed systems • Chemicals for sludge conditioning ▪ Offloading and unpacking at destination site • Field wiring and piping including terminations ▪ Equipment installation D. Additional Information: Page 7 0' 9 • r NORM ENVIRONMENT AND PROCESS TECHNOLOGIES • Machines are shipped fully assembled. • Equipment other than specified under Scope of Supply is not included. • Andritz is responsible for the supply of equipment being proposed within this package. No subcontractors • Andritz can meet the following delivery schedule: Submittals = Within 25 to 30 business days from receipt of acceptable P.O. Equipment = Within 150 to 180 calendar days from receipt of approved submittals. E. Terms of Payment: At time of equipment order At time of equipment delivery At time of final acceptance F. Commercial Conditions: 15% 75% 10% This price proposal is based on the attached Andritz-Ruthner, Inc. "Standard Terms and Conditions of Sale". Agreement to these terms & conditions is a requirement of our doing business. The quoted price does not include any local, state or federal taxes, permits or other fees. Any taxes or fees that may apply must be added to the quoted price and paid by the buyer. Page 8d9 • • NORM ENVIRONMENT AND PROCESS TECHNOLOGIES ANDRITZ-RUTHNER, INC. STANDARD TERMS AND CONDITIONS OF SALE 1 TERNS APPLICABLE The In ac Candia, of Sale eta bebw n the valve tens and me los apacaae to B. PATENTS ducat=s mace ad oexns accepted by Andnrz Ruame. Inc (*Sari for the saes a what. Unless the Products a any pan Owed a deigned to Buyer's spedScejprs arc provided me epuanent at pans rating thereto ('Product"). Ttis octal= or aekfowedgmeh4 and a¢epav:e Paint er any pal areas not used in any mauler at mai as speared a xproved oy Set n a exactly made °ador l upon Buyer's assent to such le=a aro cot tons. My a Buyers 'mtg. (i) Seller shall defend aganst any sun a aoceedr.g aot'gml agamt Buyer b he extent terra a t cacao= w11.dn are n adhbn to or different from those contained he n. whoa are no: based c:+ a dam that any ?xic a a^.y oan thereof. in:nges ay heed Saes pant. provided sepaae!y agreed to by Seller in wnl:ng. art hereby ope•'ed bard sal be a ro erect Oojeaas Serer is noted pronp y in rang and given many. in!gra:d: and asss:ace b the drone a to any erns and morns maned heron shall be came waved d Selby Does not receive tach sut a adceeding. (ii) Suer she satisfy any tag mem fa damages entered aganst Buyer in widen no: a thereof when 20 prays a the era of :Ns a kentedgnef Buyer n any eved fid he sad") sol ex (n) d such Judgment enmam Buyer learn psng any Prodxt a a pan Vern', pen deemed '0 have assented to the tert and cad.ha.S c=aned herr if Buyera cera mares any Site shall ars op: en (al paan'a Bayer the rghl to c=ane Lvn9 sun axuct a pat (b) payment b Siler a accepts any Oelwny of the Product The Ice: 'Ano Ag eemenr as used herrn em nae the n!: recant by rep ap .v 0. moddpng ala pal of he :Hart or (c) take ark no" meals to cuotaton a xknoWeds'enl together wth ry attachment .'!feta. any &anent ProdJd a art and rand to Boyer all payments on pre p.r:hase ace a tci Serer nes received. in expressly - r.- A:dee by re.MrCe ad mese Stan Tena and Candoons o: Sae who case re then Buyer not Seta' w'II have any dam aganst Inc other under pts Agreement a 2 DELNERY bang out 0l the ay= mala o: Pas Agreement The lacgang stases Seas enlue Salary b (a)Debvery earn we good faith estates and x not mean that 'time is of Le essence Buyers pain infringement by any Prod=a pal thereof. Lan b'canary maid aovace a Lien payment. supply karat nbnnaton drangs a 9. CANCELLATION atone A resat in a =mantra saaa de'ay in dairy tans oJerwsse agreed in rang by Buyer may only cancel its oder Lyon wart retie to Seen a van payment to Set of Sellers Seer. bile at nsk 01 loss a dma1e to Ole Products shag pass to Buyer upon de5very a pre ca:edatOn crates. whd.'l shah be specdgd to Burr and shall lar alb noun; among Open things Products F 0.8.. Seders °tad (F.0.B . odea of mau!.acare b: any Prod= shooed dal to expenses (deed r'd indeed) incurred and canmbrcnt areaiy made oy Serer and r apaoawa Baro from any Caw Wier than Seeers drat). goof In me event of the baaa^aq-y a insolvency of Buyer a in a events wry baktpcya (b)Seler shat a be hope b any cab a dray due b act o. governmental eulMry. laws a insohercy oxeedng aught by or ages: Buyer. Set slat De entitled to excel ary order reg•sla rs. sakes. fires. Opals. earthquakes. seen weaker rad res. oar: ne resa tons. afs:rdrg a any ••me dart the penal abwed b f!vg dams agent the estate and she receive war. not Art of Buyer. wrecks. drays in L•anspa;a'Al. irablay b ocean necessary .abor a rerttj!Se enl for is crxtalXn charges. harms from nue soirees. or oder cases beyond he reasonte anted of Saler In the 10 CHANGES evet of any sun delay n performance due to sera arses the an of deavery a pv ,nra a Seer Me rot make changes in the Product u4ess Buyer a t Set have executed a ran shad be deferred bra pad mane he bile bat 0y he reason a the delay. Gage Order for non crage Such Change Orem wi1 Lauda r arcade pce dada if 3 WARRANTY the change apart Sellers ally to sa siy amy of is agate to Buyer. the Gage Oar wi (a) See wn43 C Buyer tar he Prp?JL's al be dekvned free from defers in maedi ad 'c a apaoonate addaxes to fits Agreement If a4/ cedar of as madam a warrant*. Pei area she antennae upon de5very of the Product and slam expire on aknowedgpent new or:emed gprornental rednte:rens shad recur a change in the de Cabe to occur a r2 monde ham urba opa'Ye' of the Pmaucs pre 1 rmnas an ?r udts. recharge wl0 be s•ubecct b as entrap 10. tithe, thereof (the 'Wra:y Penal. if done be Wray Pend Buyer dapovrs a detect in 11. CONFIDENTIALITY mama ce wctbnaaap and gives Seib wmmen nape thereof war 10 days a son OSeove'y. Buyer ackrewedges as the inbrrtln whin Sete suants to Buyer in con/when wan Pts Serer wf. a 7s oast ether dekver to Buyer a redaceae+t pal or repar the °act in pax =Nabn or pre maNrJgment =Codes Seat cadets ad monetary P!amaot palm et a Sher al have ro wawry °acaaom unce na paag:a0' 31a). (i) if Buyer .as to =sire that tetanal aro comrert;a name. Buyer agrees not b idose sLch nbmao b Ova pates the Rotes a corded and r anhaneC in Laadaee WO gnraIy approved industry maul Sets as wan consent Buyer litho agrees rot to per=t any aro parry to Iabriate prec ce ae war Seecrs specific written Inv/loan. 01 d the Prodxs are :sed in xrnectgh Inc Pn curs or any part Veeof hat Seers draw nos Barye• MI defec and ixemmiry Set frau wJ: any mate or sastaxe a opraang --rear other Van as or wh-h they were any cam. su..ahabarty based = persona r\vry(ntu011 deah) cr p•Operry Carnage related So dapped: () 4 Buyer Ials b give Sena such vn°en 10 day mace. (w) 2 Inc Rant are cry Prod•.IC or pa Cued wax s fabricated by sand party wharf Seers mor wtten warn") repand ay sarcane =ler act Sat a have Oren n:e::onah a axdrady damaged. or (v) ad horn and agarol related post. charges and esonses (nano a'bmeys fees). Al coeps of =erosion trace apiary wear at tor co in :esxd of any pas w:ich by Ver nature we Seeers drawings shah rernan Seers property and may be reca:mee by Serer a ay fire awned so severe weal and lea alae cantered egeroade 12. END USER awned (b) Seder futher area b Buya Max a deanery. the ProoxYs floe free o: am ham or If Buyer is not the end user of the ProdLcs sold hereunder (the "End Use/. men BulerwO use Cs eldrsaaces 11 there are my such kens a enarmaaces. Seer will cause hem b te bested=s so obtain the End User's lean cansnl b be and to Seer by me prows:as a d:scnmted parody ate rolNxgn from Bvyr of Oen ens ence. paagans 3.4. 5. and 11 hereof If Buys goes not obtain such End Users porsen• Buy' shad (c) THE EXPRESS WARRANTIES SELLER MAKES IN TMS PARAGRAPH 3 ARE THE ONLY deerd and ndeinifySerer and Seth's agents. employees. SLtalIralors. and scars from any WARRANTIES IT WILL MAKE THERE ARE NO OTHER WARRANTIES. WHETHER ah=.Iay. cost lossa expense kr w/tcnSena wade not haveleen babe a•from with Sher STATUTORY. ORAL. EXPRESS OR IMPLIED. IN PARTICULAR THERE ARE NO IMP.IED would lave as indema `.ec e Buyv hoc obtained such End User's corset WARRANTIES OF MERCHANTABIUTY OR FITNESS FOR A PART'CULAR aURaCSE 13 GENERAL (d) The remedies added 'n Paragrwts 3(a) rd 3(b) we Buye s exdusrve ra=rely te brer1 01 a) Sets reinserts that any Pmdtts a pas there& mru:aArrec by Sett wit be p'o and in *maty. oamaace with all arena* Federal state and Acca Ian apical, b Ler maManae and n 4. UkfTATION CF LIABILITY arcane with Sere's ergeeenng standards. Seed slat not be Katie for sure a he The areas & buyer se: fab herr") at exclusive ad the ageregae lapihy of seder b Si cams Proles b aria with any other speuFdams. statads. laws a regdabn. dal kind b art lass or damage resu:re knee rsn9 al as connected soleus agfereIa (b) The Agreement shal one cy to he benefit a Buyer ad Seem and their respedne sue ssoes from be perlanlace a beach thereat co hen, me manufacture. sale. denary. resale. repair a use and assort My aspen:rent of ha Agreement d: any 01 to n9ha or agleam hereunder. by day coat Seal in ro even exceed the ace aexade b the prod= finch gave me b the eider pry without the man cot sem of to Other Pall at te Kt - dams The foregoing rdM.•tsading. 4 rp cabe. wry dans for (a) cagy shall no exceed 10% (c) This Agreement dala.s'e enure ad eny awned began the ones with respect to Inc ad (p) areah of Defprmanee guarantees sha not exceed 20% of Inc ode In no event sera she subec matte here& and st'perseues ell peer ora and warm utersladrgs Dfl. . Buyer be Lade to aryl or any party fa speak ncdenia a consomme' dames dam roue. ad Sees corce'ang tle Prooets. and any pat Parse o' dean9s a nage of he bade no: oaring out no. IL...ed m. loss a profit a 'evemue a Doses oxenay. loss by reason of inxcpc:aed r eLi Sa llowm aLa nes a nabLy to overact any faby at fur capacity. or cost of Waning (d) 1 Agree'e1: (nclAng these salad bra ac caritas d sae) may be refiled. replaenen; pave/. The Im:at es ad exdusgns of !fatty set bin laths paa9'ap. Sha appy to suoperenled or warded only 0y a waling sg'ec by al bloomed reaesen:ave of Seat any clam, lathe baste On canna wanxy. tart (undone regsge ce). fault sacs hapiry. Sete's waxy of ay beach by Buys of ay lens of on Agreement mast also ben wman9 ad indemnity, a °noose NI hab3.y of Seder et Buyer. among out d do Agreement she Orate a ay waver by Seer or fare by Seale to eta any flames tm s ad conddvns Of Pis Inc expuabon a 3 yeas ale/ aha axep:ace The provisoes of Pts paragraph 4 shal supersede Agreement a any „rive. shag no: erect lural or wave Seed's :eh: thereat to nape ab ry nporaistect prb ns's in any u arnem: farming pat dos y ..,nl corded sold connate wih even term at cotta: Lined. 5. TAXES (e) This Agreurcnl ad Inc pedonnace thereat wig be governed by a Donned aaciJ,g b M Sees ace do n inthde any saes. use. ease a other taxes In aloha to to Vie atoned lava a the State d Texas. The paries hereto menta* sant to he jumdCon of he Federal hertn, the a=unt of any present a future saes. use. ext+se a Wer an wan* b the sae a ad SOO counts sag in Tart Conry. Texas and wive any dams as 10 inxMC.mbnl forum use of the Products shag be pilled bad pad by Buyer unless Buyer provides to See a at :m the event the Agana mans b the sae & any goods aside pre rated Salta. the pates exemain cerade at eat* b the reevanl taxing a Warnes. ag•ee that Inc United Naos Davao*. for he hIntona Sae of Goods steal not eptly b Ins 6 SECURITYIN'IEREST Agreement See: saran a er=ase nmaey seanty interest in the Proasts until all payme..t have peen &2003 mate in full. Buyer yrees to do a as necessary to pedecI and mantan such secanty Mees' n Seller ad t0 acted Seers nterest N he Prxust 7. SETOFF Neper Buyer err any of is Ones shat tare any fight to Se a dans agansl Seeer a any pr's ar5aes b want owed under this Agreement or °thane Peer 9 a9 Andrits Dewatering Technologies • .91 Andritz Proposal No. S-3667-04-80 December 3, 2004 To City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 For Purchase of Belt Filter Presses for the West Side WWTP Expansion Project Andritz•Ruthner, Inc. Representative Chad Cooley - ETEC - (501) 978-1025 This proposals the confidential and proprietary intonation of Ananlz.Rutner, Inc. Any party accepting reoeiot of this proposal does so on the express understanding and agreement that they will neither copy, reproduce, ds;bse to third parties or use Mrs proposal for any purpose corer than ;nose expressly ac reed to by Andrtzau:hner. Inc. in wntuy. Such par!y also agrees to indemndy Andn2-Rutnner, Inc. agai.st any losses or damages suffered by Ancnz-Rtdhner. Inc. as a resuF, of such party's improper reproduction, disclosure or use of lh5 proposal. AMRJTL • • AWJPJTL ENVIRONMENT AND PROCESS TECHNOLOGIES Table of Contents I. Cover Letter II. Proposer's General Information Ill. Details of Proposal A. Andritz Pricing Summary B. Scope of Supply C. Scope Not Included in Andritz Price D. Additional Information E. Terms of Payment F. Commercial Conditions Feye:lev.e. AR Proposal S166744410 • • MORJTL ENVIRONMENT AND PROCESS TECHNOLOGIES December 3, 2004 City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 REFERENCE: Purchase of Belt Filter Press for the West Side WWTP Expansion Project Mr. Boettcher, Andritz is happy to be the preselected belt press supplier for the upcoming expansion project at the West Side WWTP. We appreciate your business and will work diligently to maintain your satisfaction of the Andritz equipment purchased for this project. This proposal package provides details of the negotiated sales price and scope of supply regarding the preselected Andritz belt press equipment for the West Side WWTP. Should you have further questions regarding our equipment, company or this proposal please contact the local Andritz equipment representative for your area, Chad Cooley of ETEC at (501) 978-1025 or me at (817) 465-5611. Thank you, Jamie French Regional Sales Manager Andritz-Ruthner, Inc. Cc. Chad Cooley - ETEC. Lane Crider - MW&Y. Larry Chapple - B&V aye:iev,ue. AR Proposal S -3667.O4.80 • • ANNUM ENVIRONMENT AND PROCESS TECHNOLOGIES GENERAL INFORMATION FOR ANDRITZ PROPOSAL #S-3667-04-80 I. Proposal being presented by: Andritz-Ruthner, Inc. 1010 Commercial Blvd. S. Arlington, TX 76001 (817)465-5611 Regular business hours are 8:00 am to 5:00 pm, Monday — Friday, Central Standard Time. Andritz-Ruthner, Inc. is an incorporated, international business, incorporated under the laws of the state of Delaware since 1978. The Andritz Ruthner, Inc. location stated above will be responsible for the work to supply the centrifuge dewatering equipment being proposed in this package. The Andritz-Ruthner, Inc. Location stated above is a subsidiary of the parent company, Andritz in Graz, Austria. II. Names of Andritz contacts authorized to make representation regarding this proposal: John Madden — President Ken Dodson — National Sales Manager Jamie French — Regional Municipal Sales Manager Mike Teeter — Project Manager Page 4 o' 9 • • NORM ENVIRONMENT AND PROCESS TECHNOLOGIES Andritz Proposal Package #S-3667-04-80 For City of Fayetteville, Arkansas Purchase of Belt Filter Presses for the West Side WWTP Expansion Project December 3, 2004 A. Equipment Pricing: Supply of Two (2) 2.0 -meter, SMX-S8, Low Profile Belt Filter Press meeting requirements of McGoodwin Williams & Yates equipment specification sections 11340 — BELT FILTER PRESS EQUIPMENT, 11340A — BELT FILTER PESS AUXILIARY EQUIPMENT CONTROL. Final Sales Price: $422,728.00 Note: Certain items regarding the scope of supply required by the above referenced specification sections have been changed by the City of Fayetteville to provide this equipment supply tightly tailored to the specific need. The following scope of supply reflects these changes. The above pricing includes Modicon brand PLC & OIT control components. Should Allen Bradley brand components be preferred and supplied a $7,200.00 credit / discount to the above pricing will be applied by Andritz. Contract Commitment Statement: Andritz agrees to enter into a supply contract with the awarded construction / installing contractor to provide the scope of supply established in this proposal providing all terms and conditions within this proposal document are applicable. Page 5 of 9 • • ANWJTL ENVIRONMENT AND PROCESS TECHNOLOGIES B Scope of Supply Included in Andritz Price: ITEM # QTY DESCRIPTION Two Andritz CPF 2.0m, SMXR-S8, Low Profile Belt Filter Press comes with a torsion proof, HDG, carbon Steel frame, and all wetted parts 316L stainless steel. The Andritz belt filter press unit will include the following: Lot • Sealed, splash proof, split case, pillow block bearings • One (1) set of seamed dewatering fabrics • Buna N rubber and Rilsan covered rolls • Upper & lower stainless steel showers with internal brush and hand wheel for cleaning • Upper & lower fully automatic dewatering fabric tracking and tensioning device • Venturi Mixer for polymer and sludge mixing • Eurodrive reducer complete with motor mounting bracket, high speed coupling, and guards with motor and VFD • Wiring of emergency stop and belt runoff limit switches • Gravity zone plows with HDG assembly and fixtures • Nema 4X 316L stainless steel electric/pneumatic control panel with PLC automation 316L SS assemblies included Venturi Mixer Distribution assembly Gravity zone sidewalls Belt support framework in gravity and wedge sections Thrust rod guides Upper and lower shower boxes Filtrate pans All nuts, bolts, and associated hardware Perforated Rolls Engineering and Documentation: • Arrangement drawings and dimensions for the Andritz scope • Foundation drawings showing details needed for building work • Motor list • Written sequence of operation including all interlocks • Control panel layout • Controls schematics • Terminal box details • Operation/Maintenance/Parts manuals • 1 trip & 2 days of on site programming / controls integration assistance The following items are furnished as part of this proposal: Page 6 o'9 • • NORM ENVIRONMENT AND PROCESS TECHNOLOGIES • Manufacturers fields services for installation inspection, operational & performance testing and customer training. (10 days & 2 trips) • Air compressor with dryer and control panel (as specified) • Freight to job site • Warranties • Programming manual for As built PLC programming C. Scope Not Included in Andritz Price: (To be provided by others or Andritz at an additional cost) ▪ Access platforms (Andritz will provide recommend heights and locations if required) ▪ Sludge feed pumps ▪ Wash water booster pumps ▪ Cake discharge conveyors and/or pumps ▪ Flow meters and related field instruments ▪ Static calculations of foundations, building and building plans (Andritz will fumish load data) • All utilities required for operation and erection • Local pressure gauges and other instruments not specified in our scope of supply • Polymer dilution / feed systems • Chemicals for sludge conditioning ▪ Offloading and unpacking at destination site • Field wiring and piping including terminations ▪ Spare parts • Equipment installation D. Additional Information: • Machines are shipped fully assembled. • Equipment other than specified under Scope of Supply is not included. • Andritz is responsible for the supply of equipment being proposed within this package. No subcontractors • Andritz can meet the following delivery schedule: Submittals = Within 25 to 30 business days from receipt of acceptable P.O. Equipment = Within 150 to 180 calendar days from receipt of approved submittals. E Terms of Payment: Pegs 7c19 • • AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES At time of equipment order - 15% At time of equipment delivery - 75% At time of final acceptance - 10% F. Commercial Conditions: This price proposal is based on the attached Andritz-Ruthner, Inc. "Standard Terms and Conditions of Sale". Agreement to these terms & conditions is a requirement of our doing business. The quoted price does not include any local, state or federal taxes, permits or other fees. Any taxes or fees that may apply must be added to the quoted price and paid by the buyer. Page 8 019 ANMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES ANDRITZ-RUTHNER, INC. STANDARD TERMS AND CONDITIONS OF SALE TERMS APPLICArB-IyE The 7ems and Candnms of Sale Riled beew are the ec iasive terms ad Coditions atchcatie m ouo:aba's made and orders ameped by Aedr. z Ruthm. It 1'Seref) fa the saes a faodfl e0u9^eaI and pa's refabng themm 1'Pmdx39. Thy auo:aion or acanowsngmen: aid acceptance a rpressry made con aona upon Buyers assent to sxh lemts and cndt0es. My Of Bouts lem and cond.-n which we in a d on to or d'emM from those cormned heren, *Koh am not separate agreed to by Seem it ii1n9. any hereby oejateC to aid chat be o: no effect Oblxtans to any bons and conditions mnt&ee heron s`.al be deemed waved d Sele: does het receive wrdr 'axe nered within 20 days o: the doe of this ac'udwedgmnt Buyer n any even w.e be deetned to rave asserted to to In and corditoa mntaaeC teen is Buyer ntrn makes any DrymtY to Seem or a pts any delivery of the Product The tem'Ltis Agmrhen( as used heron mews thin Cuotcn of aWsMedgrnn together w:i ay atachrert: he,e . any OccutlW s expressly ukarpaaed Dy refecerce and these Stadard Terns ad Caucus of Safe DELNRY (a)Dcrvny can ere good fath ewmaes and do not that the a of toe essence B.ryer lain to n'cey mace vace a n tmn payrent. Supbly Iedheoa i,brntn. d:a mgi me apawas was reiS: in a odcnnsaae delay in ddNty UNes5 aherwise agreed in wrung by Sear. btb ad nsk of bss or dwmage to be Products shat pas d 3:ryer upon dnrtry O: the Pmoucts FM B. Sellers plant IF O B. ooira of era' cure for any Pmdx shyled orec' a Buyer tram wry location other ran Selers plant) (bjSeW shat rot be sate for any loss or dray due to a.3 Cf povernmerf4'ory. laws to regdlaorts. srikes. Les. Hopis. evoNvaces. severe weaSSer. efpdencs. caaine:esh:.tars. sea, not acts Of Byer. wrecks. delays in tansppra'AA. nabihy b War, eecessay Inc of m2:enas la, uwa sores. or o"er causes beyond we masonat a em5ro o' Seem Ir Lhe event of ary such delay in aet1rarce due to such cases. to de of deiivery or as:armace $has be deterred for a pride [Coat to this L'me Ids: by the reason of the chap. WARRANTY (a) Soler wawa to Buyer Nat the Products wit be droned free horn Ored3 in mars and woncraand. This vanw.ty shag orntr a upon Oervey OI me PmdLCS ad shat' rp;e on :reewer m tau' of 12 , n:hs from lrCaJ Carat , d t e Pt ors a1C 18 tonth5 b0'r. detvey thereof (the x'aranty Period It chug the Warranty Pemm c Buyer dacomers a defect hrara or wohmams ip and gives Stir wrt'. od:ce the:ed w.' -in 10 Lays d suer dsmv&y. Seer w;I, at is coon. row dnMr to Buyer a r pacern :n: pat o repothe oe4ed in pace. Seer w1 hard rat warranty oblgaars i 4e::his paag:aoh 3(a) (:) d Buyer ass emsae era to Products we pxraed a2 man:dned in aceodance w.:1 ge-rey acptoved ndus ry aeG:e art .ith Setr's specx when inseabo-sp (1) if "e Prodts are used in cy: ectbn win aiy mdure or s:Aatdnce or oiralag corrbon other tan me for with they were designed. (in) it Buyer lea to give Seer sun write- 10 day noxe. (:v) d the Products we mowed p smeone ocm than Seer or rave been in:etana'hy or ameenIay daraged. or Iv) corrosioi. notion. ad, -ay weer and nor in respect of my pats wMwf ty Ct1 mature ate exposed to severe 'ea and it. or are fl'dered exprdaae. (0) Seen lurntr waran3 a BLye that r de:ney. the PrOdu.-s wie x free of any mans y ercumraces. If them we ny such buns or enwndrm:es. Seller wit case them to be dnmayed px'J.y ter no6'cadn from Buys o: emir enitrde. (c) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE ON Y WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES. WHETHER STATUTORY. ORAL EXPRESS OR IMPLIED. IN PARTICULAR THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE. (d) The remedies pmvded in Daagnaphs 3(a) and 3(b) ere Buyers exclusive remedy for hewn of wormy UNNi ATION OF UABfUTY The renedes d buyer set torn tenon ere erzharve ad ice apgregae kaban d Beier err S cla"ts of any kind for any loss or Canape resWtg hart aisirrg at or or connected coal Na agreemnt Or from the prlanara or beach nneof. or from the ranu!a9ue. safe. darvery. severe. reps or use of any pin ct shad n no emu oohed to vice acysee to the pct wexdr gave roar to the csrs. The foregoing ncWimstadrg. If aDobcabe. any dAttts Sr (a) delay s haI not exceed 1C% and (b)btm d perbuttegsatea starWtweed 20% 04 theaim. kite ewri 51'211 stic'r be Laae to buyer or my pan' t3 special. incidental or caae0'uenba danages of wry raze. irdcdtrlg. her rot amec to. loss of aot3 Or revena or busness Opaaturtty. as by ream Of shutdown of fadlaes or natoity to operate any facility a rut cautti or cost 010aaa:g recracis ntpV.v. Theam:aat5 and exdL' o'Lmilly tat form in the paagrebh shat apartb my dam whe:.W based on mn2t. warms.'n- f (+ckdng negligence). fat tither I t y. adem.ty. or ore ese. M Eabdity of Seller to Buyer. sang od Of ths Agterhee: shat Ittiae a the exanauon 053 yea's after trial ameI,fl The apvisans of Ves aaagrapr. 4 shf suxmne my uncorsalert prava'On5 it my csttamnit fo rating fun of this agreement TAXES SeNrs prates do nor i-.c de any saes, use. exist or ether tomesin addton to the puce specified heetn, be w ho nt of my present or tu'uxe sales. use. exse or orhr tax aapkcabe to re sae a use of the Pmdxs shag be bled to ad pa r by Buyer uness Buyer provides b Seta a fan eta tlpeion ter kae accepts e a to relevant :sung aumontes SECURITY INTEREST Serer wad retard a purchase money secunty in:emst n :Ye Prod'.cs until ai paymen3 era a been react n L!. Buyer agrees ado al acts rtacessaY to perWs and mantbn such Sedury ir;ne,5: n Site and to watt) Soer's 'none,: i' the Product. SET OFF Neither Bryn era my o Is aRales snag have any right to set bll clam against Se'er or any Of is atfihales br noun's owed under thS Agreement u: OtheM-u PATENTS Lvhcss to Fi oducs or an pmt tired ae designed to Buyers soeo.I:amns ad aaided the Prodad or any W. thereof a m1 used in my murvier offer than la specified or approved by Serer in wnbrg. (i) Seem sha'1 o ffend awist wry sot or croceedap brought agars Buyer to to extent based ona Cam that any Pr00x: or any or thereof. infringes any Urcted States trans: Drew Sera a me_ldv WpeanpOy n w „.hg a'b 5n sufh `vonn. ina.and A lormOn asista ce torn defense d such suit or rxeeding. (.) Sets son sash any $dgnent to. damages en: and agansl Bu.yr in such wit, ad (ii) pegrt rpns Buyer from using My Producta a pat therm. then Sear shat a i3 o" (a) obtan to. Buyer the erg.".I ts mr2rde l.Yg Such Pmducl a per (b) ermae the intirgemen: by rent" a-.*d,ty++g a or pan of the Pmdums: or (c) take DaCk such Pmducl a pan and mrund Io Buyer as payfMna on the perthalt ace which Sher has merino. in wool case x.:tr. Buyer nor Seder W l rase any clam aganst the Other under bus Agree ne t m aai:g out OSthe supedt mane of ern Agreement The foregoing saes Sefs's entre laoisy for oaent nh. rgernent by any Product or pat Lheetf. g CANCELLATION Buyer may city cancel b a.7er .ton wi:cn no to Seer at upon payrem to Sher Cl Sews WKeCaAc aagra. w . dt sham be SDedMed to Buyer ad shall take era account anoq 02W "S exocrsa (d.ed and noxtl rowed and commintms steady mace by Stier and an appmpriae point l ... the evert at the balkhm'_y or csovercy of Bl.yet or in the event of any bankruptcy or insover:y podeedeg brought by or agars: Buyer. Selo, sera be e Ked to cabel ay under outstanding a any one during the period allowed for Thing dais agansl the esae and shat receive tenbnumen: for is cacoeaon :ha'ges 10 CHANGES Sete, icon nbl make charges in re P:aducs Unless Buyer and Seller tare exec,red a worn Change order or s:ch crage. Such Change Oraer wie include an axroorae pace menu en: d the W age mows Sheers aria to sa'sy any O: its Obigao s to Buyer. tie Cage Order we include apcoonae rW.°.:&Min to this Agreenelt later the dam 0! this Cuotebon or acvchsied3*ent 'ew or rev$ gmemmera reduts^te:ts should :ecu: e a orange in the Prxticts de change whit be Saps: to ths osagryh 10 11. CONFIDENTIALITY Buyer ainoweoges tr.a Ce r..:a Waoin w!rm Seller 5:9mis to Buyer in conx:1C W... NS Cu0tal:on a's knoMedgnent ircudes Sellers canf&nba CC poonela-'y inb'maSO'. bar of a lecrrical ax c irtcial nature Buyer agrees rcl to dsiose start irbm'2lon to reed pastes without Sears prd< wr:tn consent 3uye: burr agrees ram Demht any third pity to layicate the Produc3 or my pas thereof from Stee's drawings Buyer wig defend ad ircenniy Se)r from my dam. sir- a Lady based on persona uqury (i duci: g death) ce ooprry darage Mated to ay Prod,, or pas three wtr:h is roosted by a:hrp' perry w:hM Selers aria wmrtn consent and tropn and aganst relater toss. charges ad expenses preluding amrmeys tees). M macs of Seers cfawngs shat roman Sheers oopemy and may be rec-amed by Sbldr at any bnte. 12 END USER n Buyer s let 7th end _Sr of the Peduds sa!d he's rider (the'End Use). then Buyr sus use is best eftas to ob'dn :•e End User's wren mnsent lobe bound to Seer by the p'aysims Of oaagrapns 3,4 S. ant 11 hereof. If Buyer dxs net Wan such End Use's consent, Buyer shat defend and indenMy Silt and Somers agents. emDbyets. submiUt t. and scpp+rs from my atop, idaty, cost ass o: expense foe which Serer wahl no: have been liaete or bm when Serer would have ern cdrm3ed a Buyer had Waned such End Users ca:sent :3 GENERAL (a) Serer represeD3 that any Prods -3 a Isms tiered mwu'adu'ed by Seller wis be Produced In co.i once ,of at a,blcable Fedora, sate and loo laws apptahe to their matu:a:n.T aid in aria -c[ ,nth Sears engne4'eg stadads Serer shat not be k* for failure 0: the Products to cam4 with any offer sor+Tra'd.s. stadads. taws or regiaaou. (b) Thl Ayereit scan owe only to the xhe .! of Buyer ad Beam and Mee res,Iectrve siRRssns ad nsgs Arry assgarent of this Agni. Of my of the rights or oNga an ha2adr. by worm pan *deal one wrath consent of tie other Dry Shan be void. (:) Tin Agrewr.nl cnlans The entire and only ag:ernent befetrt the pates with respect b the stated mater hereof and suoersedes Si via oral ad written uodrs:adngs between Buyer etc Serer mnceadg the Products. and wry court course of dea6.gs or usage of the Da riot kcvperaed .herein. (d) This Agmerenl (Mud.g these standard tens and mndiWAm Of Sae) .may be n d,ted. wpderrtn ed a anendec only by a wnmg signed by an ar3V2ed repesntmve of Serer. Sobs waver of my xxt. by Suyn! d my twins of t s Agreement not alsov_be in wn'sg ono my waver by SKr or arm by See to nfyx my of the terms ad tyyit0a Of NS Agrewenl at my In. seas not fed. It or wave Self's right tinter m enlace at mmpe! sbd mmpgara with every term and coed, on thereof (e) i In Agreement and the prtontwce be' f will a gowned by aid connoted according to ice taws of the State Cl -era. The panes hereto irrevocably wan: to the ju'isdictan d the Federal and Stale per 1s s.oN in Ta'raR County, Texas and wave any dams A to i convenent forum. Ir the evtq 7.s Agr erdr: pecans to the sae of any goods onside the Un.:ed Saes. the pates agree ma we :.united Nations Connnoon b tie Intemaionl Sale of Goods 1hf no: apply b this Ag:cane nt I'23 Page 9 cf 9 < yi'ttl lc City Council Meeting of December 21, 2004 CITY COUNCIL AGENDA MEMO To: Mayor and City Council From: Greg Boettcher, Water/Wastewater Director 4 Date: November 23, 2004 Subject: Resolution approving Agreement with Andritz, Inc. for fixed pricing of three belt filter presses; including payment of a five percent refundable deposit to obtain pricing concessions and 30 -month price guarantee. RECOMMENDATION Fayetteville City Administration recommends approval of the Agreement between Andritz, Inc. and the City to formalize the negotiated purchase terms for three belt filter presses. This agreement captures pricing concessions by the supplier as well as secures a 30 -month pricing guarantee. The negotiated process has been approved for use on this equipment by the Arkansas Soil and Water Conservation Commission (see attached). The total purchase price for the three units is $672,157.00 with the City's refundable security deposit of five percent (5%) being $33,607.85. A budget adjustment is not needed for this activity as the deposit payment will be later refunded to the City of Fayetteville. BACKGROUND In 2003 the Noland Wastewater Plant began use of sludge dewatering, acquiring a new Andritz belt filter press as part of the changed sludge management plan. The existing Andritz press will be relocated to the Noland Plant's new solids handling building , therefore, Andritz is the manufacturer upon which the equipment should be standardized. This standardization involves three units (one at Noland and two at the new west side wastewater plant). If the equipment were to he simply named as a sole source, there would be no competitive pressures upon the manufacturer's pricing. Black and Veatch, designers of the Noland project, suggested use of a negotiated purchase process to bring competition into the pricing while sustaining uniformity of equipment. This process was submitted to and approved by the Arkansas Soil and Water Conservation Commission (see attached request letter). The competitive negotiation was complete in a series of two meeting with design engineers, program manager and OMI being active participants in the process. During the second negotiation meeting of October 28, 2004 the pricing and terms were finalized (see attached meeting minutes). This process has proven to be of great benefit to the City, both in terms of initial costs and future operating requirements. The negotiations arc formalized in terms of a quotation from Andritz and an agreement. The essence of the arrangement is as follows: • Prices are guaranteed for 30 -months ye yl. ie City Council Meeting of December 21, 2004 • City provides a 5% security deposit to secure price guarantee • City deposit refunded on prorata share as contractors issue purchase orders to Andritz for the belt filter equipment • Contactors assume all financial, contractural and warranty responsiblitics once equipment is ordered • Failure to place orders results in one-third of remaining security deposit being retained by Andritz with two-thirds being refunded to City of Fayetteville A copy of the agreement and the Andritz quotation arc attached. This equipment procurement process has yielded tangible benefits to the City of Fayetteville; both in terms of project costs and project quality. The negotiations have been completed in an open and transparent fashion, with multiple participants to ensure accountability. BUDGET IMPACT This action produces subsequent cost savings on the wastewater improvements project and uniformity of equipment in the treatment plants. As the construction contracts are awarded and the City's security deposit is refunded the only cost is the opportunity costs associated with the deposit of $33,607.85, such costs being far outweighed by the net cost savings. I RESOLUTION NO. A RESOLUTION TO APPROVE AN AGREEMENT WITH ANDRITZ, INC. TO LOCK IN PRICING OF $672,157.00 FOR THREE BELT FILTER PRESSES BY PAYING A SECURITY DEPOSIT OF $33,607.85 WHEREAS, the City has negotiated with Andritz, Inc. to lock in at 2003 base pricing, the cost of three belt filter presses that will need to be purchased for the Wastewater Improvement Project in the next couple of years by paying a security deposit of $33,607.85. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section I: That the City Council of the City of Fayetteville, Arkansas hereby approves the Agreement for Belt Filter Presses for Wastewater Improvement Project (attached as Exhibit "A") with Andritz, Inc. and the payment of the $33,607.85 partly refundable security deposit to Andritz, Inc. PASSED and APPROVED this 2151 day of December, 2004. APPROVED: By: DAN COODY, Mayor ATTEST: By: SONDRA SMITH, City Clerk Emergency Effluent Filter RehabTfation NolaniWastewater Plant Fayetteville, Arkansas FAYETTEVILLE, THIS AGREEMENT, made and entered into the _ day of , 200_, by and between the City of Fayetteville, County of Washington, State of Arkansas, hereinafter called FAYETTEVILLE, and Andritz-Ruthner, Inc. a corporation doing business at 1010 Commercial Boulevard South, Arlington, Texas 76001, hereinafter called ANDRITZ, WITNESSETH THAT: WHEREAS, FAYETTEVILLE has waived competitive bidding for the procurement of belt filter wastewater treatment equipment as the current situation is exceptional due the finding that competitive bidding is neither feasible or practical in accordance with Arkansas Purchasing Law (19-11-103); and the negotiated procurement of this equipment is permissible under the Arkansas Soil and Water Conservation Commission's Revolving Loan Fund Program; and the negotiated procurement process has secured what is deemed a reasonable and competitive proposal for the purchase of three Andritz belt filter presses (see attached letter of October 29, 2004 from Black and Veatch) as set forth in the quotations from Andritz (see attached proposals S-2736-04-80 and S-3667-04-08 from ANDRITZ); and the negotiated procurement materials having all been approved by the City Council of Fayetteville, Arkansas; and WHEREAS, pursuant to the non-competitive solicitation and negotiation, ANDRITZ is deemed to be a reasonable, responsible, competitive and qualified provider for the belt filter wastewater treatment equipment; NOW THEREFORE, ANDRITZ agrees with FAYETTEVILLE to provide up to three belt filter presses in accordance with the quotation and negotiated procurement terms; to guarantee the prices for stipulated goods and services for the specified term; and to allow the terms and conditions of the equipment procurement to be transferred to future contractor(s) of FAYETTEVILLE; the agreement herewith provides for the following procurement terms: 1. FAYETTEVILLE will pay to ANDRITZ a security deposit in the amount of five percent (5%) of the total equipment quote of six hundred seventy two thousand one hundred fifty seventy dollars and no cents ($672,157.00), said refundable deposit to be thirty three thousand six hundred seven dollars and thirty five cents ($33,607.35); 2. FAYETTEVILLE will require successful bidders of the Noland wastewater plant upgrading (Contract EP -2) and of the new west side treatment plant (Contract WP - 3) to use ANDRITZ equipment and pricing in developing pricing and completing the projects; 3. FAYETTEVILLE will require said successful bidders, as noted above, to issue purchase orders to ANDRITZ within sixty (60) calendar days of contract award for the applicable belt filter equipment and services; 4. FAYETTEVILLE agrees to complete its bidding and contracting processes for the Noland wastewater plant upgrading project (Contract EP -2) and the west side wastewater plant (Contract WP -3) and have its contractors issue purchase orders within 30 months of the date of this agreement to guarantee ANDRITZ's current pricing; 5. ANDRITZ agrees to furnish the belt filter equipment, spare parts and services stipulated in the proposal and described in Black and Veatch's specifications for the following prices: a. One belt filter press for the Noland wastewater plant upgrading project (Contract EP -2) for two hundred forty nine thousand four hundred twenty nine dollars and no cents ($249,429.00), b. Two belt filter presses for the west side wastewater treatment plant (Contract WP -3) for ($392,728.00) Page 1 of 2 Emergency Effluent Filter Rehabilitation Noland Wastewater Plant Fayetteville, Arkansas c. Delivery for the equipment shall be in accordance with the times set forth in the quotation, 6. ANDRITZ shall refund the prorated share FAYETTEVILLE's five -percent deposit within thirty days of receiving the contractor's purchase order for said equipment; 7. ANDRITZ agrees that upon expiration of the 30 -month pricing guarantee period that it will refund two-thirds (66 and 2/3 percent) of any remaining security deposit funds to FAYETTEVILLE, retaining one-third (33 and 113 percent) as forfeiture by FAYETTEVILLE; And, FAYETTEVILLE agrees to pay ANDRITZ the security deposit amount within approximately thirty days of the date of execution of this agreement by both parties; It is further understood and agreed that should ANDRITZ be delayed at any time in the progress of the work by any act or neglect of the FAYETTEVILLE or of the City of Fayetteville's employees, or by any other Contractor employed by the City of Fayetteville, or by changes ordered in the work, or by strikes, lockouts, fire, unusual delay in transportation, unavoidable casualties or any causes beyond ANDRITZ's control, or by any cause which FAYETTEVILLE shall decide to justify the delay, then the time of completion shall be extended for such reasonable time as FAYETTEVILLE may decide, Changes, modifications, or amendments in scope, price or fees to this contract shall be permissible by the mutual consent of ANDRITZ and FAYETTEVILLE. Agreement modifications shall not be allowed without a prior formal written agreement amendment approved by the Mayor and the City Council in advance of the change in scope, cost or fees. City contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act. (A.C.A. 25- 19-101 et. Seq.) Only legally authorized photocopying cost pursuant to the FOIA may be assessed for this compliance." ANDRITZ shall hold harmless, defend and indemnify the City from any and all claims, actions, suits, charges and judgments whatsoever that arise out of performance or nonperformance of the services or subject matter called for in this contract, provided that nothing herein shall be construed to alter, limit or otherwise compromise that immunity afforded the City of Fayetteville under the Constitution and Statutes of the State of Arkansas. This contract shall be binding upon the heirs, representatives, successors or assigns of the parties hereto, including the surety. IN WITNESS WHEREOF, the City of Fayetteville and Contractor have hereto set their hands and seals, respectively. ANDRITZ By: Authorized Signature Witness' if corporation, secretary should attest. End of Contract City of Fayetteville. Arkansas By: Mayor Dan Coody Clerk, Sondra Smith Page 2 of 2 BLACK & VEATCH CORPORATION MEMORANDUM Fayetteville, Arkansas Belt Filter Presses Negotiated Price Meeting Meeting Attendees: Fayetteville / OMI Greg Boettcher Billy Ammons (OM I) Stan Williams (OMI) Bums & McDonnell Brian Foy John Sonderegger To: Distribution From: Larry Chapple B&V Project No. 135045 B&V File B-1.1 MWY Jeff Richards Lane Crider B&V Larry Chapple Andritz / ETEC Chad Cooley - ETEC Jamie French - Andritz October 29, 2004 A second meeting was held at the Noland WWTP in Fayetteville, Arkansas on Thursday October 28, 2004 where Andritz presented pricing for the new belt filter presses at the Noland and West Side Plants. The following items were discussed. Pricing was presented for the two plants. The base cost used for the pricing was the competitively bid price for the belt filter press currently at the Noland plant. A cost was deducted from that price for the skid mounted frame and polymer system that was furnished with the existing press but will not be required for the new presses. Costs were added to this base price to reflect the additional equipment and services required for the new presses. Pricing was provided for PLCs furnished by Allen Bradley (Andritz's standard PLC) with an additional cost provided if Modicon is to be furnished. It was agreed to reduce the amount of additional field services and spare parts included the specifications for the two plants. A S 15,000 per press discount was offered by Andritz for proceeding with the purchase of all three presses at once. With adjustments but before the discount, pricing for the presses were calculated to be: One press at Noland with Modicon S264,429 Two presses at West Side with Modicon $422,728 Total $717,157 With $45,000 discount $672,157 A discount of $14,400 will also be made should Allen Bradley be the selected PLC supplier at both plants. As discussed at the September 14`° meeting, the City intends to provide an earnest money deposit equal to 5 percent of the anticipated cost for the new presses to Andritz. This money will be PN Cygnet 135045 Negotiated- Price _Meeting_ 2_min. doe 11/17/04 • BLACK & VEATCH CORPORATION MEMORANDUM Fayetteville, Arkansas Belt Filter Presses Negotiated Price Meeting B&V Project No. 135045 B&V File B-I.I October 29, 2004 returned to the City, once Andritz has received a purchase order from the contractor for each plant. To better assure the City can get their earnest money deposit back in a timely manner, the specifications for the two plants will state that the Contractor shall submit a purchase order for the belt filter presses to Andritz within 60 days of receiving Notice To Proceed. It was also discussed what would happen if an order is never place for the presses. The City suggested that as a press is ordered by the Contractor, Andritz will return one third of the earnest money (one third for each press ordered). Should the City at some point determine that they are not going to complete the transaction, the City suggested that 2/3 of the earnest money for each press not ordered be returned to the City and Andritz keep the remaining 1/3. PLCs. The City's desire is to standardize on one supplier for PLCs at both plants. Approach taken is to name Allen Bradley and Modicon as the only acceptable suppliers allowed for Contract EP -2 at Noland. Once either Allen Bradley or Modicon is selected, the West Side plant specifications will indicate that the selected supplier shall he used for all PLCs at the West Side plant. Andritz will also be advised on the selected supplier and the price for the presses will be adjusted accordingly. Andritz will prepare a formal written proposal based on discussions at this meeting. Proposal will need to include: • That the pricing is based on providing Modicon PLCs and that if Allen Bradley is the selected supplier the discount discussed will be applied to the price. • That the payment schedule proposed for invoicing the presses. • The earliest delivery schedule for the presses that Andritz can provide once approved shop drawings have been submitted. • The arrangement for handling of earnest money. • Andritz' commitment to enter into an agreement with Contractor at each plant to provide belt filter presses as specified. Action: Andritz to provide backup on metals pricing. Andritz to prepare a proposal document (letter or memorandum) for signature by City and Andritz outlining provisions discussed. Once Andritz' proposal is received, City will have legal counsel review the approach and provide comments. Schedule: Andritz plans to provide a proposal within the next couple of weeks. cc: Attendees PN Cygnet 135045 Negotiated_Price_Meeting_2_min.doc 11/17/04 C • FIL E uxiP- 8laek 4 ✓Jchj COPY aye .y.le WATER AND WASTEWATER DEPARTMENT September 16 2004 TO: Steve Davis, Peggy Vice, Jerry Sonderegger, Earl Jenkins, Billy Ammons, David Jurgens COPY TO: Hugh Earnest 61 FROM: Greg Boettcher, Water and Wastewater Director SUBJECT: Negotiated Purchase of Three Belt Filter Presses with Programmable Logic Control, Wastewater Project A meeting was held on September 15, 2004 to discuss the negotiated purchase of wastewater plant equipment, the process being led by Black and Veatch Consulting Engineers. The city has an Andritz dewatering press that is approximately one year old, this warranting the standardization around the current manufacturer. The original procurement was a competitive process, justifying the negotiation of the three additional units. The Arkansas Soil and Water Conservation Commission has approved the use of a negotiated procurement process. The key challenge in this procurement relates to securing firm pricing for the two treatment plant contracts that will be an estimated 3 to 6 months apart. With volatility in material costs, the manufacturer cannot guarantee a quote for such a period of time — and the schedule can change due to factors outside the city's control. Early in this process it was determined that the city would not use direct purchase, rather would secure firm pricing for a specific manufacturer with the General Contractor to then use the established price for computing his bid. The General Contractor would issue the purchase order, coordinate delivery and make payments. This would reduce potentials for divided responsibilities or disputes. Given this dilemma for firm pricing in the face of uncertain delivery dates, the vendor has offered a mechanism to remove the time -sensitive pricing, a 5% of purchase price payment to allow the early purchase of primary materials —thereby removing the cost escalation issue. I have proposed that the vendor frame this payment as an earnest money deposit, with the deposit to be refunded to Fayetteville as the contractor's purchase orders are received. In this manner the city may use the water and sewer fund balance to make the 5% earnest money payment, the payment to be fully refunded to Fayetteville as equipment orders are placed. The General Contractors will then use the full price of the equipment in computing bids, keeping all project costs under the construction agreement and all payments from sales tax proceeds will flow under the construction contract agreement. We will not need to make adjusting entries or special explanations once the work is underway as the bid prices will be fully loaded. While there is an opportunity cost of using the city funds, the savings and benefits far exceed this nominal cost. It is predicted that the equipment pricing will be on the order 4 of $800,000.00; equating to an earnest money deposit of $40,000.00. The savings from the multiple purchases are predicted at $15,000.00 per unit, or $45,000.00. Coupled with this sizeable return on investment is the benefit of equipment uniformity. Based upon this concept, I ask that those involved advise me of any concerns or problems with the approach. The selected vendor is an established equipment provider whose origins date back to the turn of the century. Andritz is a premier manufacturer of wastewater treatment equipment, therefore, the level of risk with the earnest money deposit is deemed nonexistent. The vendor will furnish a formal, signed quotation at the conclusion of the negotiations that will require the 5% refundable earnest money deposit. It is planned to route this through the Sewer Committee and if needed the City Council. It is a clear benefit to the city to proceed with this approach. Andritz Proposal No. S-2736-04-80 December 3. 2004 To City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 For Purchase of Belt Filter Press for the Noland WWTP Expansion Project Andritz-Ruthner, Inc. Representative Chad Cooley - ETEC - (501) 978-1025 This proposal is ere confidental and proprietary nformabcn of Andnu•RutAner. Inc My party accepting receipt of this proposal does so on the express understandng and agreement that they will neither copy. reproduce, dsdose to errd parties or use this proposal for any purpose otter than those expressly agreed to by Mdmz.Rulhner. Inc. at wring Such party also agrees to indemnify Andnb-Ruthre. Inc. agansl any losses or damages suffered by Anditz-Ru ,ner. Inc as a recoil of such party's improper reprodudxn. dsciosure a use of this proposal A1'L AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES Table of Contents t Cover Letter U. Proposer's General Information lll. Details of Proposal A. Andritz Pricing Summary B. Scope of Supply C. Scope Not Included in Andritz Price D. Additional Information E. Terms of Payment F. Commercial Conditions r.,POevib. AR Prtyvnni S•2/M•O4•EO £JIWJTL ENVIRONMENT AND PROCESS TECHNOLOGIES December 3, 2004 City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 REFERENCE: Purchase of Belt Filter Press for the Noland WWTP Expansion Project Mr. Boettcher, Andritz is happy to be the preselected belt press supplier for the upcoming expansion project at the Noland WWTP. We appreciate your business and will work diligently to maintain your satisfaction of the Andritz equipment purchased for this project. This proposal package provides details of the negotiated sales price and scope of supply regarding the preselected Andritz belt press equipment for the Noland WWTP. Should you have further questions regarding our equipment, company or this proposal please contact the local Andritz equipment representative for your area, Chad Cooley of ETEC at (501) 978-1025 or me at (817) 465-5611. Thank you, Jamie French Regional Sales Manager Andritz-Ruthner, Inc. Cc. Chad Cooley - ETEC, Larry Chapple - Black d Veatch r•wrisw%. AR Proposal SQr36U+.dp ENVIRONMENT AND PROCESS TECHNOLOGIES GENERAL INFORMATION FOR ANDRITZ PROPOSAL #S-2736-04-80 I. Proposal being presented by: Andritz-Ruthner, Inc. 1010 Commercial Blvd. S. Arlington, TX 76001 (817) 465-5611 Regular business hours are 8:00 am to 5:00 pm, Monday - Friday, Central Standard Time. Andritz-Ruthner, Inc. is an incorporated, international business, incorporated under the laws of the state of Delaware since 1978. The Andritz Ruthner, Inc. location stated above will be responsible for the work to supply the centrifuge dewatering equipment being proposed in this package. The Andritz-Ruthner, Inc. Location stated above is a subsidiary of the parent company, Andritz in Graz, Austria. II. Names of Andritz contacts authorized to make representation regarding this proposal: John Madden — President Ken Dodson — National Sales Manager Jamie French - Regional Municipal Sales Manager Mike Teeter - Project Manager Par 409 AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES Andritz Proposal Package #S-2736-04-80 For City of Fayetteville, Arkansas Purchase of Belt Filter Press for the Noland WWTP Expansion Project December 3, 2004 A. Eguiament Pricing: Supply of One (1) 2.0 -meter, SMX-S8, Low Profile Belt Filter Press meeting requirements of Black & Veatch equipment specification sections 11340 - BELT FILTER PRESS EQUIPMENT, 11340A- BELT FILTER PESS AUXILIARY EQUIPMENT CONTROL, 13530 - PROGRAMMABLE LOGIC CONTROLLERS, 16220 - GENERAL PURPOSE INDUCTION MOTORS. FinalSales Price:...............................................................................................$249,429.00 Note: Certain items regarding the scope of supply required by the above referenced specification sections have been changed by the City of Fayetteville to provide this equipment supply tightly tailored to the specific need. The following scope of supply reflects these changes. The above pricing includes Modicon brand PLC & OIT control components. Should Allen Bradley brand components be preferred a $7,200.00 credit / discount to the above pricing will be applied by Andritz. Contract Commitment Statement: Andritz agrees to enter into a supply contract with the awarded construction / installing contractor to provide the scope of supply established in this proposal providing all terms and conditions within this proposal document are applicable. Pape 5 01 9 ENVIRONMENT AND PROCESS TECHNOLOGIES B. Scope of Supply Included in Andritz Price: ITEM # QTY DESCRIPTION 1. One Andritz CPF 2.0m, SMX®-S8, Low Profile Belt Filter Press comes with a torsion proof, HDG, carbon Steel frame, and all wetted parts 316L stainless steel. The Andritz belt filter press unit will include the following: • Sealed, splash proof, split case, pillow block bearings • One (1) set of seamed dewatering fabrics • Buna N rubber and Rilsan covered rolls • Upper & lower stainless steel showers with internal brush and hand wheel for cleaning • Upper & lower fully automatic dewatering fabric tracking and tensioning device • Venturi Mixer for polymer and sludge mixing • Eurodrive reducer complete with motor mounting bracket, high speed coupling, and guards with motor and VFD • Wiring of emergency stop and belt runoff limit switches • Gravity zone plows with HDG assembly and fixtures • Nema 4X 316L stainless steel electric/pneumatic control panel with PLC automation 316L SS assemblies included Venturi Mixer - Distribution assembly - Gravity zone sidewalls - Belt support framework in gravity and wedge sections - Thrust rod guides - Upper and lower shower boxes Filtrate pans All nuts, bolts, and associated hardware Perforated Rolls 2. Lot Engineering and Documentation: • Arrangement drawings and dimensions for the Andritz scope • Foundation drawings showing details needed for building work • Motor list • Written sequence of operation including all interlocks • Control panel layout • Controls schematics • Terminal box details • Operation/Maintenance/Parts manuals • 1 trip & 2 days of on site programming / controls integration assistance Pope 6 a9 AWMTL ENVIRONMENT AND PROCESS TECHNOLOGIES 3. The following items are furnished as part of this proposal: • Manufacturers fields services for installation inspection, operational & performance testing and customer training. (10 days & 2 trips) • Wash water booster pump • Air compressor with dryer and control panel (as specified) • Freight to job site • Warranties • Spare parts (as specified) • Programming manual for programming supplied C. Scope Not Included in Andritz Price: (To be provided by others or Andritz at an additional cost) • Access platforms (Andritz will provide recommend heights and locations if required) • Sludge feed pumps • Cake discharge conveyors and/or pumps • Flow meters and related field instruments • Static calculations of foundations, building and building plans (Andritz will furnish load data) • All utilities required for operation and erection • Local pressure gauges and other instruments not specified in our scope of supply • Polymer dilution / feed systems • Chemicals for sludge conditioning • Offloading and unpacking at destination site • Field wiring and piping including terminations • Equipment installation D. Additional Information: • Machines are shipped fully assembled. • Equipment other than specified under Scope of Supply is not included. • Andritz is responsible for the supply of equipment being proposed within this package. No subcontractors • Andritz can meet the following delivery schedule: Submittals = Within 25 to 30 business days from receipt of acceptable P.O. Equipment = Within 150 to 180 calendar days from receipt of approved submittals. Pppy7019 AWMTL ENVIRONMENT AND PROCESS TECHNOLOGIES E. Terms of Payment: At time of equipment order - 15% At time of equipment delivery - 75% At time of final acceptance - 10% F. Commercial Conditions: This price proposal is based on the attached Andritz-Ruthner, Inc. "Standard Terms and Conditions of Sale". Agreement to these terms & conditions is a requirement of our doing business. The quoted price does not include any local, state or federal taxes, permits or other fees. Any taxes or fees that may apply must be added to the quoted price and paid by the buyer. cp.eaa ENVIRONMENT AND PROCESS TECHNOLOGIES ANDRIT7.-RUTHNER, INC. STANDARD TERMS AND CONDITIONS OF SALE TERMS APPLICABLE The Tema and Cadthons out Sale fled benw we the excLsne terms and do atds appbble a Cuaaoaa into and orders Act. Led by Mort Ruthner. Inc l'Selen lot to sales d aOMcts. equ ned and lab relating Beseto (PrOductsj. TM gwa0on or adnowledgnh&Ia and aaryMae h expe.WJ mace cc nibnal uP n Buyers asset b such Ions arb ca -ale', My of Buyers terms and ca Barra whc h are in aidibn to a dderml from tose wnlared hrtn. wuh am not separalety agreeo b by See" vming are afeby d:lWedl bard sham be of no elect Objeclnns to ary lens and canJan cailaaed herein siwi be deemec waMC A Seger does r t receive., , nd'c2 thereof vintner 20 days 01 the Cale 01 M6 x rowpdgmNt. &rya in any event wt! be domed to have assailed to the tend and md$r.s p ntved been d Byer &w makes any payrnerJ to Segr a accepts any elelvety of the ProdW The Id,n lM Ageem en' as used herein means that quo ald a acknowledgment egeter wM any aeJament hereto. eery daum&ts espttWy nMrpon:ed by reference and these Standard Terms end CUnrytdrd 015*. DELIVERY (a)Ddnery dales are good fain esimales and do no mean that line is d' he esseat Buyers la'Lre to pmrplty make advance or tern payments. supply echn4al nformation. drawhgs and apporas wd res t ca n eosiale delay in dory Unless dtawtse ageed in wh:ng by Seim. over and ml d t65a damage to the Product shad pass n Buyer upon dehrery of tie Prodoal F.0 B . Sees dart (FOB. pail of manufacture for any Product shpped area to Buyer horn m y locatun puce Than Seter's all Ib)Seler shat not be -pale for any loss a delay Cue b was of goremmenUl au'tary. laws a regulations. sbe5, roes. floods. eamguakes. severe weate. epdemim. quaarone esmcbons war. mt acts of buyer wrecks. ceiays in tarsporaton. misty to urban nerassary labor or maergls from usual soirees. � .ax...o.�tr rases beyoril to easwabe arnlyd d Salter In die event of ary such delay n Isedmnance Cure b Hhch arises the date of cearery a peApmarco staff be deleted for a peril equal lathe tune lost by Me reason of pre delay. WARRANTY (a) Seger warrants to Buyer that ass Producb wi be deherd tree from de!Ws in mammal and ,inst. TM warranty shad aernasa open deSMoy 01 We Prducts and tai expre a' the borer b aXvt 0112 montd from nlcl operation of Me Products and 18 mats from delivery terecl (me Warranty Pendell C Cmrq the Wamry Perod Buys cdcovers a cried in matabl a wasmambp and Sims S"kr wnem noose Inereo! wiser 10 days of such discovery. Seger was at is option. emer delver n Buyer a epncemenl pad at reps the dOeci in pace. Seaga N have no warranty dsigaaa under IM paragraph 3(al (I) d Buyer fat to ensure Mal the Prpon'Js are apareld mq managed in ac danz page generally appwed dustry practice and path Sea's speak warren nsaucxns. (a) it the Products as. used n wnrnecxn win any maturing a SWNdaa a operating wnddrSn aver Man Mal la wMh tsey were desgred. (r) d Bye tat n give Seger such wham 10 ay noire. (n) d We Prducb are repared by someone boa than Sea" of have boon neotn. y re xderaly damaged. a (v) wnow. eroabn, aarary wear and ea or r. respect of ary pads which by Bee ware we reposed b severe wear and ear or are corsderec expendable. (b) Seger further warrants b Buyer Mal at celriery. the Prduas wi be tee of any lens or enahmaanas II Mere ore age such sera a enounbarces Sege pall cause then n be discharged panpoy after nodol'0rh from Byer d Cher ea lerce. (c) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE ONLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES. WHETHER STATUTORY. ORAL. EXPRESS OR IMPLIED IN PARTICULAR. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) The remec.es povded in paragraphs 3(a) and 3(b) are Buyers exclusive remedy b beach of warranty. LIMITATION OF LIABILITY The raneaes d buyer set gem heron we e'Mie and the aggregate LUiryd sole, for .1 dew d any fun for any mss a Carnage Iesdug ban. err wig wt o1 a weeded wah per agreement a from May pabmare a breath Mind. a Iran to manufature. sale. de*wry. resale. repot a use of any protucl. Nut n no event exceed the Owe abrade to to prodha *Nrh gave flab to cans The foregoing nawaswndig l appaaae. any claw b (a) delay shad nil exceed 10% and (b) beam of pedanance guaranees sag nil exceed 20% d tie price In no event shad sat be labia to buyer or ary parry for spsc* nc'denal of ca'sequenld damages of ary nude. c. luarg. but m In ec n. loss of poLJs or (evena or hxscess opportunity. ass by reason of Nwtsown of Mr10es a tubity to operate any laO:cy at tug capacity. or cost of coat g replaavnmt power The Workstations and excMbns of featly at lath In Obis pwagaph s>W apply b any darn. stele based m wnbxt wmacty. bin (to deg negvgeme). I1ut sorrel gebity. nany. a otherwise AA Many of Seger to Buyer. LNig M d is Ageem ni. that Iamnate al to expra:on 023 years after Thai acceptance The prowsons of Ins paragraph 4 sal supersede any trorsslmt powsbs many niraneht larmg pad of this agreement. TAXES Selers peas do no. nrlude any sales. List. nrae or other axes In adta b the prce spec *d haen. that amount of eery pesenl a Mae webs. use, excise a other or ap(able b theta or ore d the Products sal be bled to and paid by Buyer uaess Buyer prowles to Seger a tax. exd1pd csU ale laeplaae b the seevaN taking auate, SECURITY INTEREST Seim snag Make a wtllase mMy Meanly interest n Ce Products urcl al payments have been made an lull Buyer ages to do as acts necessary to pedecl and maven such seventy r Best in Seger and to protect Seger's inaesl n the Products SET OFF Herder Buyer nor ary d iS alfLaes sal have any rg,l to get on awe against Seger a ary d is aft Les to amounts owed miller the Agreement or mere a. 8 PATENTS Unless a Prod cts a any part Otneol are desgned n Buyers spectcamrs and paned the Pmdrd a any pan IMxeol C not used many mama other tun as sp ofed or appmred by Seger in wmag. (i) Seger shat defend agabst any sat a poceedrig brought again' Buyer to to enefj based on a dart' Low any ProCuci. at ary pan Merril, irhrges any United Saln patent, pwded Set is roiled aarpty in wstag and giver. au!haay. information and assistance for Me Celene of such pad a pweedng (x) Seta shots safdly any lodgment for damages entered against Buyer in such pas. and (u) I such pdgnenb eryons Buyer from usng any Pr0Cwl or a pan Mired. den Seger s`.Yl ails OpOM (a) ocher la Buy" the rgN b Caf.'Jee using fYN Prpa'cl a pat (b) efidnae the nhng"nent by replacing a nddyng hot pan or Ile Prod Ws: or (c) Oka back such Product a pan and refund to Buyer at payments at me purchase pica whim Seger has received. in etch case neener Buyer nor Seger will have any drm agars) the other under IM Agreement a amrg out d tie sibeed mater of this Agreandm. The laego rg daces Seeees Mae katety for pa'em rtargemMt by ary Product at Past Merril 9 CANCELLATION Buyer may only cancel Is ceder upon wailer. noire to Seger xis upot oafine i to Set" of Seb s cancelabm charges whet' shat be specked laBuyer and Nut take into aaarJ among other things expemn toted and ached) Igmed and caamtmer4s ateady made by Seder and an appropriate profit In tie enrj d We banbuag4cy a r.sohcncy of Buyer am to evert d any banknptcya nsohe'xy Rocxdag brought by a agattst Buyer. Seger shag be eafed to cancel any ear w'tsanarg at any mm dump the peril awed for fog aama against the es a!e and shall rec ive enlaursemenl fads canretatm charges. 10 CHARGES Seger wi not make changes n I.b ProW ^a unless Buyer and Seen have exewled a women Charge Order for sad' Burge. Such Grange Order w rdde an appropu!e puce wilts" erJ II the change rndas SeMfs ability to satsty anyad as a►ga:ahs a Buyer. to Charge Order well ntlde appropriate modf Wins to IM Agramem II aver to ae of to quoatona adnPded9nmt new a reused garanMMa requaemer4f sequin records a change in to Products. to change wd be subpd to tai paragraph 1D. It. CONFIDENTIALITY Buyer acknowledges that the nformaton whah Seger submds to Buyer in wirecbm wit th6 gwubn a admwledgx,I nchri Selbs cnfdentat and popnelary ubmadn. both boa letncal and mmmercul nature Buy& agrees not o ddcbse such t!ama!a' to tcd panda written Sell pin mitten wnsent Buyer tanner agrees no. to perm any tee party n labtifale Me Product, or any part teed from Seats aawngs Buyer wd defend and denmly Seger from any dam. sad or Lathy based an personal nary (ndadeg death) a property damage leafed to any Product a pan Meld whch a alnrald by a tad party without Seen Orb written consent and from and aga it related wits. charges and expenses (ndnng atlmets fees) Al copies of Seger- Crawvgs s hal remora, Seims property and may be redamd by Seger at ary tine. 12 END USER II Buyer is not the end user of the PNdsrts so tl Iereundel the Td User. pen Buy& wal user its pest efforts to down the End UsNs wader consent to be bound to Seller by the provanns d paragraphs 3.1.5. and II hexed It Byer aces not obnn such End users actual Buyer shat defend and indemnity Seim and Segers agena. enpbyees. su0wnbacbs, and svppfers train any awn. fabiy. cost mss a expense err which Seger waun not have been kable a from which Sett, world have been rrdemnfied d Buyer 1d w'aned such End Usees consent. 13. GENERAL (a) Seller represml5 tut any Products a pans teed manuactaed by Seger v J be aoducd in compurce wish all appiable Federal. stale aro awl Laws Appkable to their maradaclae and in acmarce with Seis eng+elring windage Seger haul not be labia for feature of We Protracts to wmpfy with any other speofatms. standards. Laws a eg'iabns (b) This Agreement that nose only to to bendfi of Buyer and Seim ad veer respdtne suaessas and assgru Any assghmed of W Agreement a any of the Visit a d)igatae hereunder, by titer play wtui pie wmten consent of to odder party haul be void (C) The Agam'ert contain to enure And only ageenent between the panne w, roped to the waled nutlet hexed ad supersedes at NO oral and wtwm understaWgs between Buyer and Seller wrcemrg the Procucb. awe ary pta course ol dealags a usage of the paw nod rA.wa!ed he,e (d) This Age&mant (ric g these standard terms and melons of sale) may be mooed. suppenerbd a amended only by a wrong signed by an authorized reprewaM. of Seger. S~s warier d any bad' by Byer d any temm of dt Ageemecl much also ben panting awe any warm by Seim a failure by Seim to enlace any of to terms and abas of Mis Ageemant at any In. shat nod algid. Nest a warm Seder's nght Meneater b enbrw and compel surd complav" wan every eon and canewn the red (e) TM Agreement 6'd Me pedonnarce thereof wY be governed by and consumers acmetnp to the laws of to Stale of Texas The parties hereto nevocaoy subm to the ryr5M:on of Me Federal and Safe courts stag n Tenant Covey. Texas and wary. any ems as n ldnver.e,i lam. In the event U., Agreleenl certain n tie sae of ary goads wane We Unped Suter. the panes ages tut the Unded Na1n Commrilm fa M. Inemalhmal Sae of Goods shat not appy to this Agreen'ed 800N Page a 049 Andritz Proposal No. S-3667-04-80 December 3, 2004 To City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 For Purchase of Belt Filter Presses for the West Side WWTP Expansion Project Andritz-Ruthner. Inc. Representative Chad Cooley - ETEC - (501) 978-1025 This proposal is the confdenaal and proprietary n!amaton of Andritz.Rutner, Inc. My party accepting receipt of Ills proposal does so en the express understanding and agreement that dey wdl neither copy. reprodxe. disclose to third parties or use this proposal for any purpose other than those expressly agreed to by MddlrRuthner. Inc. n wrong Such party also agrees to ndemndy Ar. ritz Ruliner. Inc. against any losses or damages suffered by Andnlz-RiGhner. Inc. as a result of such party's improper reproducton. disclosure or use of this proposal AMRJTL :� MI RJTL ENVIRONMENT AND PROCESS TECHNOLOGIES Table of Contents 1. Cover Letter Il. Proposer's General Information Ill. Details of Proposal A. Andritz Pricing Summary B. Scope of Supply C. Scope Not Included in Andritz Price D. Additional Information E. Terms of Payment F. Commercial Conditions F.r.n.we. AR vroomal s -3e o4ao C C ENVIRONMENT AND PROCESS TECHNOLOGIES December 3, 2004 City of Fayetteville, Arkansas Mr. Greg Boettcher, P.E. Water & Wastewater Director 113 West Mountain Fayetteville, AR 72701 A%MTL REFERENCE: Purchase of Belt Filter Press for the West Side WWTP Expansion Project Mr. Boettcher, Andritz is happy to be the preselected belt press supplier for the upcoming expansion project at the West Side WWTP. We appreciate your business and will work diligently to maintain your satisfaction of the Andritz equipment purchased for this project. This proposal package provides details of the negotiated sales price and scope of supply regarding the preselected Andritz belt press equipment for the West Side WWTP. Should you have further questions regarding our equipment, company or this proposal please contact the local Andritz equipment representative for your area, Chad Cooley of ETEC at (501) 978-1025 or me at (817) 465-5611. Thank you, Jamie French Regional Sales Manager Andritz-Ruthner, Inc. Cc. Chad Cooley - ETEC. Lane Crider - MW&Y. Larry Chapple - B&V FMawi4. AR P,opnN S-35670440 AMRITL ENVIRONMENT AND PROCESS TECHNOLOGIES GENERAL INFORMATION FOR ANDRITZ PROPOSAL #S-3667-04-80 Proposal being presented by: Andritz-Ruthner, Inc. 1010 Commercial Blvd. S. Arlington, TX 76001 (817)465-5611 Regular business hours are 8:00 am to 5:00 pm, Monday — Friday, Central Standard Time. Andritz-Ruthner, Inc. is an incorporated, international business, incorporated under the laws of the state of Delaware since 1978. The Andritz Ruthner, Inc. location stated above will be responsible for the work to supply the centrifuge dewatering equipment being proposed in this package. The Andritz-Ruthner, Inc. Location stated above is a subsidiary of the parent company, Andritz in Graz, Austria. II. Names of Andritz contacts authorized to make representation regarding this proposal: John Madden — President Ken Dodson — National Sales Manager Jamie French - Regional Municipal Sales Manager Mike Teeter — Project Manager Page 4 09 A%MTL ENVIRONMENT AND PROCESS TECHNOLOGIES Andritz Proposal Package #S-3667-04-80 For City of Fayetteville, Arkansas Purchase of Belt Filter Presses for the West Side WWTP Expansion Project December 3, 2004 A. Equipment Pricing: Supply of Two (2) 2.0 -meter, SMXS8, Low Profile Belt Filter Press meeting requirements of McGoodwin Williams & Yates equipment specification sections 11340 - BELT FILTER PRESS EQUIPMENT, 11340A— BELT FILTER PESS AUXILIARY EQUIPMENT CONTROL. Final Sales Price: $422,728.00 Note: Certain items regarding the scope of supply required by the above referenced specification sections have been changed by the City of Fayetteville to provide this equipment supply tightly tailored to the specific need. The following scope of supply reflects these changes. The above pricing includes Modicon brand PLC & OIT control components. Should Allen Bradley brand components be preferred and supplied a $7,200.00 credit / discount to the above pricing will be applied by Andritz. Contract Commitment Statement: Andritz agrees to enter into a supply contract with the awarded construction / installing contractor to provide the scope of supply established in this proposal providing all terms and conditions within this proposal document are applicable. G.p. s o0 9 AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES B. Scope of Supply Included in Andritz Price: ITEM # QTY DESCRIPTION 1. Two Andritz CPF 2.0m, SMX®-S8, Low Profile Belt Filter Press comes with a torsion proof, HDG, carbon Steel frame, and all wetted parts 316L stainless steel. The Andritz belt filter press unit will include the following: • Sealed, splash proof, split case, pillow block bearings • One (1) set of seamed dewatering fabrics • Buna N rubber and Rilsan covered rolls • Upper & lower stainless steel showers with internal brush and hand wheel for cleaning • Upper & lower fully automatic dewatering fabric tracking and tensioning device • Venturi Mixer for polymer and sludge mixing • Eurodrive reducer complete with motor mounting bracket, high speed coupling, and guards with motor and VFD • Wiring of emergency stop and belt runoff limit switches • Gravity zone plows with HDG assembly and fixtures • Nema 4X 316L stainless steel electric/pneumatic control panel with PLC automation 316L SS assemblies included Venturi Mixer Distribution assembly Gravity zone sidewalls Belt support framework in gravity and wedge sections Thrust rod guides - Upper and lower shower boxes - Filtrate pans - All nuts, bolts, and associated hardware - Perforated Rolls 2. Lot Engineering and Documentation: • Arrangement drawings and dimensions for the Andritz scope • Foundation drawings showing details needed for building work • Motor list • Written sequence of operation including all interlocks • Control panel layout • Controls schematics • Terminal box details • Operation/Maintenance/Parts manuals • 1 trip & 2 days of on site programming / controls integration assistance Page 6 of 9 AMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES 3. The following items are furnished as part of this proposal: • Manufacturers fields services for installation inspection, operational & performance testing and customer training. (10 days & 2 trips) • Air compressor with dryer and control panel (as specified) • Freight to job site • Warranties • Programming manual for As built PLC programming C. Scope Not Included in Andritz Price: (To be provided by others or Andritz at an additional cost) ■ Access platforms (Andritz will provide recommend heights and locations if required) ■ Sludge feed pumps • Wash water booster pumps • Cake discharge conveyors and/or pumps ■ Flow meters and related field instruments ■ Static calculations of foundations, building and building plans (Andritz will furnish load data) ■ All utilities required for operation and erection ■ Local pressure gauges and other instruments not specified in our scope of supply • Polymer dilution / feed systems • Chemicals for sludge conditioning ■ Offloading and unpacking at destination site ■ Field wiring and piping including terminations ■ Spare parts ■ Equipment installation D. Additional In formation: • Machines are shipped fully assembled. • Equipment other than specified under Scope of Supply is not included. • Andritz is responsible for the supply of equipment being proposed within this package. No subcontractors • Andritz can meet the following delivery schedule: Submittals = Within 25 to 30 business days from receipt of acceptable P.O. Equipment = Within 150 to 180 calendar days from receipt of approved submittals. Py, 7 49 MMRJTL ENVIRONMENT AND PROCESS TECHNOLOGIES E. Terms of Payment: At time of equipment order - 15% At time of equipment deliver Page d9 AWMTL ENVIRONMENT AND PROCESS TECHNOLOGIES E. Terms of Payment: At time of equipment order - 15% At time of equipment delivery - 75% At time of final acceptance - 10% F. Commercial Conditions: This price proposal is based on the attached Andritz-Ruthner, Inc. "Standard Terms and Conditions of Sale". Agreement to these terms & conditions is a requirement of our doing business. The quoted price does not include any local, state or federal taxes, permits or other fees. Any taxes or fees that may apply must be added to the quoted price and paid by the buyer. Pp.eac MI RJTL ENVIRONMENT AND PROCESS TECHNOLOGIES ANDRITZ-RUTHNER, INC. STANDARD TERMS AND CONDITIONS OF SALE TERMS APPLICABLE The Terms and Ca cimr6 d Sae Fst G below are the esduvve ern and ordtions mptcade to awtaeor6 made and Orden accepted by Arent/ Rutpr. Inc ('Seer) for the sales of products. eor:pment and parts rebtnp thereto cPmdcts1. The quotation or acknoWedpmet and appends IS expressly made cadaonal upon Buyers assent to sum terms enc conditions. Any of Buyers ems and eondliors wtaN are in adcism to a ddlerent from those conterod harm. which are not separaleey agreed b by Snot., wnti g. any hereby objected to and shat be d no effect Obptlms many terms and c nditins nnaned new shat be desenec waned d Seller does not rectos wtrtan rode thereof wohn 20 days Ott. date of the acMawbcpment Buyer in any event will be deemed to hero asserted to use terms and onions cdnbxd new d Buyer Sider makes any payment to See& or accepts any dowry of the Product The bum 'th6 Agreement as used heron rroins this Quotation or acknowledgment togeter win Orly attac.nenl hereo. any Cowmeas expressly vmporated by reference and those Standard Tents and Cdndxrs Of Sale. DELIVERY (a)Denery dates are good faith estimates and do not mean sat trr.e 6 of the essence'. Bushes lain. to pronipay rake advance a mean pann. supply tedmnal nfamamn drawvgs arc approvals we llsuft in a mrM a stnte delay n del dry. Unless omerwse agreed in wnag by Serer. life and ink of loss or Carnage tot. Products shat pass m Buyer upon deWery oft. Procau FOB. SeCds pant (FOB. port of manuacture its any Product shipped drect to Buyer Item wry location Oliver than Seers pawl) (b)Seer slut not be lobe or any loss a delay We to arts at goverment autody. laws of repta:nns. sYaes. ay. Mods. eartgpakes. severe weather. epdei tf. euarantro nestrcteons. war, dot acts Of Buyer. wrecks. delays in nnspoaaxn, inabd.ty to attain necessary bbct Or malerts.'f ran usual Source$, a other causes beyond The reawiaNe mn vie of Seer. In the event of any such delay n pefermance due to such cruses. tie Cate of delivery a pMatnance std be de.'ened for a pmnd equal to then lost by the reason of to delay. WARRANTY (a) Seer warrants to Buyer that tie Products veil be deherm hem from defects in mania and wertmanalp. This warranty Shat mera upon detwry at the Products and $has expire on to ewes to occur 0412 moths from iced operation of the Pmcats am 1B months Sm. deFry thereof (the Warmty Pei). I tang the Wanany Peed Buyer discovers a defect n maeral a wolnar6I p and peas Seer wn:en rose thereof wtdin 10 days at rant dsrovery. Seta wl. at its option. ether Ce Mr b Buys a repbceren pail or ropes cte deft n pace. Sala will have ro wanany obsgabons under the paragraph 3(a): (I) d Buyer 14310 ensure that the Products we Operated and maruaned in ac crdance with gerwa2y eppro•od nnustry pracsa and with Sews speak wham Moncton. (a) d to Products are used n ,tie n with any r ixtur or aubsance or operaufr moon oiler than that for when they were desgned. (i) d Buyer fads to gib. Seer such verlten 10 day moo. (iv) d the Products Sr. repared by soneo Pier than Saar or have been We tnaly or a ddentaty damaged. or (v) conoipn. erosn. ad.wy ww and they at., respect of any parts wt rch by tmi nature an exposed to severe weal and tea a are considered expendable (b) Site. wren warrants to Buyer that at lousy. the Products we be free of any ens or emnbraps. II the.. we any such iris at exont n. Seller veil cause them es he ctscurged pornpty ate. rotGnbon from Buyer d their esus:ence. (c) THE EXPRESS WARRANTIES SELLER MAKES W THIS PARAGRAPH 3 ARE THE CNLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER WARRANTIES, WHETHER STATUTORY. ORAL, EXPRESS OR IMPLIED IN PARTICthAR. THERE ARE NO IMPLIED WARRANTIES OF MERCWW TAB LFrY OR FITNESS FOR A PARTICULAR PURPOSE (C) The renedes pm iced n paragraphs 3(a) and 3(b) are Buyers exclusive remedy for breach Of wardf4. LIMITATION OF LIABILITY The remedies d byes set forth hero are exclusive and the aggregate Rabbty at seer fatal dams d my Ind for any loss at damage resusi g fran. sing al to4a connected wT this agrlUMnl or tic., the peMmanoe at breach tend. or from the n 4wun. tae. Cary. resale. repW at use d any peod6t shat into eon exceed 0e acm alccade toto product Man gave it. tot. clans The (oegorg rhot+itsband•gd applicable. any seen b (a) delay Steal not exceed 10% and (b) breach at pe.fame ce gwranes call no, exceed 20% d to prim. In no Mot dot fee be Fade to buy, or any party b specut enidedal a m.senan;al damages of any haven. rcldig. rot not fled W. low of p St or revenue or nsress opportunty. loss by reason Of slebo n of babes a ivaay to operee any fac*y a M capacity oe ant of Obtaining sepaament power. The is l oo s and exWsons of Iabity set bush n Caa paragraph she app y b my cam. wteter basin at anti wannty, led (rcbCng neglgece). adl stirs Rabbit, moro.esy. a Oderwee. Al fabiy at Seger to Buser. song at d the Agreement shat tenotats a One exp.aoon o13 yeas ale fn ul acceptance The provisdm d this paragraph 4 del scersede my inconsistent prw6w n any mbumed testing pan d ton ageer:eN. TAXES Sews prim do not idW a any sales, use. expire a other Uses on adder to tae pup spelled hemp, the mpN d a y plesend or Mn saes. use. excises or out bs applicable to the sae a use at the Pmdai{ shat be Oiled to end paid by Buys a'ass Buyer pt0 des b Sax a tax- exemplcn te.Choe aaepladm to he nlMnt tang auTmm. SECURITY INTEREST Sax ma ran s Purchase Odroy Security most wit. Products unsl al payments haw been made in M. Buyer agrees 100° al acts necessary to pellet am mention such secuny "whot in Seer " to petted Sews n:xest d the Product. SET OFF Neither Buyer rot any Of do. aI!Sabs Std have any rght to set OR chains agxiit Seer at sery d its afflates b aborts oNd apt t AgreemMt a oMcaae. B PATENTS Unless the Prodac2 o any pan thereat are Cesgnet b BuWS Speaeabons am proMM INS Ptmod or my pad tweet a rot used in any manlier other than es specified or approved by Seer n wntng (,) Sec., that defend aganst any sun or p.Oceedig brapttl egai6t Buys to the extent based an a don that any Product or any pad thereof. nlrnpes my hnda States pabnts. provided Salo. 6 notified pramPty in word and goon autody. iNonnabcn and instance la the defense at such suitor Poaxdng (i) Seer Vial satisfy my jWpment for damages wieners florist Buyer in Such Sue, arid (ii) d such pdgneit mlans Buyer tram usig any Product ora pad Nered.Oven Soler shall at is option (a) obtain fa Butar the to hue utirg sir hProduct of part M elivute the nh.genmt by repLaci g a wnmdyig a at pro oft. Products. or (c) take bad such Product at part and refund to Buys an payments on the purchase pry which Sax tae received, n whi11 rase neither Buyer Mr Seler ml Kaye any Olden against tie otter under NO Ag eemet or using a: of the sub)ec manor d ttn Agreement. The foregoing saes Sash emus eabiry for patent n!r.gemenl by any Product or pan teed. 9. CANCELLATION Buyer may only cartel ts ads upon wrren roan to Selo and upon payment to Soler of Sees cancellation Wrges, wt*Jh She, be Specified W Buyer " foaI take into aaAa4 Nndg Orion rings expenses (dred am iesemet) viewed am conabmmts Grady made by Seer art an appropro, prod. In the event of Live badNptey a isdvsrcy of Buyer at in the event of any ban ksuptey Or insoh rcy poceearg brogt by or agaml B y.. Salter sw be erW M to cancel any Order ou:sbmrg at any ono dung the perm Glowed for fag cant .gorethe estate anti steal rears. wribursemenl for its canon c hages, 10 CHANGES Soler wi not male changes n the Products a loss Buyer am Seer have executed a wnpen Change Order b sir , change. Such Change Order we include sin epdr ante price aaNSOnenL II tie charge moan Sellers abity to sabsy any is: a oblga,m6 b Buys. me Change cedar war idude appropriabo mmdptions to tai AGletrent. If after the date of ml cuaabOn or acAno.edgrrent newor reseed governnsuat recuvamenb should require a charge n the Pto&ds. the Charge w0 be sub(eq to this paragraph 10. I1 CONFIDENTIALITY Buys atro iedges that the ne.:nabon which Soler submcs a Buyer in co nection with this Ouota n at ac msedgrent sckdes Soler, o *enDM acid proprietary ndmubn, both d a lectu.ol and mmmidal nature Buyet agrees not to disclose wch ilamaten to Gird pales ynitojt Seers prdr .tire,, consent Bryn fuller agrees not b pomi any Ord perry b fabricate to Products Of any part teed from Saes drawl go.. Buyer will defer and .Wem+Ny Saber from any dam. sus a UWy based on peraul .jury (ihduCng death) or property @x.ape related to any Product at pan thereof which 6 fabnoted by a lad party wthml Sorts Drdr w mlte consent and brown at against reb:ed Coss. dies and expenses fnadig attorney, fees). Al .Sins of Seeds drawgs trial roman Seer. property and may be reddened by Seller at my We 12 END USER O Buyer is rot One em user oft. Products Sdd hersmder (tie €M Uteri. Orion Buyer wd use its best efforts loOlean the End Users wcen ca6Ml to be bored to Seer by the pro isioe of Paragraphs 3.45. and 11 heeol If Buyx des rot Olean udh End UWsOa sit. Buys shat defend and starchy Sax and Santa agentsemployees. subrontrabs. and uppWs from any anon. tabity. cat bas or expense for when Seller woo d not have been tabe o fran whdi $ae. would have been rdemded I Buys had oba.ed such End USNs consent. 13 GENERAL (a) Site. represents that any Products or pats thereof mar.rbctnsd by Sax wi be produced in nnpeana with ae applicable Fed". sb'e aid Iocal tan applicable b Obi n arw4cruis ores n ecordmn w'ah Sews long eedg saMYde. Seem shat rot be lately for fain, at the Prodcts d conpry with any Oder specifoums. standards. laws at rep aIpns. (b) TM Agreement Still inns My to tie beneb at Buyer am Seer and tee respective sumsvn and Ass me Arty assigmera of ttn Aaestent at any d me high u Ce Obfgamns heeundx. by ocher party wdpl the.than mmmt Of this over party "I be roes (c) Thus Agnrnent contain the onme am only, agreement between to parties wh respect to the mbiecl mar hied am alpxsen. at pet oral and w.cen wide.,tadngs behem Buyer and Site. aacemig to Produ t. am any prior mace d dealings a usage of She bade rot nmlpaaed rt fr (0) The ,nen.d t frp•Sig dese standard terms am Oaatms d sale) may . ofOd6n. supleSel.?sed.d or any bar Orly by a wneag sigreel by m sutha.od t nest o be of Seer Sews hither d any breach by Buyer d my leans d to Agresmml rust also ben wnag and any wawa by see. a learns by Seler to edam any d OSeim and at this Agee Bent a any tire. that not asai Snuff or ways Sews right tepathN to ertao and aampel strd complace with every aim and mMddn Oermf. (e) This Agrsammt sro 0e r%danama thereof w be governed by and construed according to the lows d the St:. at Tans The pates Pe.lo neacably sudm lot. jumdinon of the Feee"J am Slate cans vmrg in Tenant COunty. Texas am verve any cans as to ipc6eMN forum. In Ste a C4 One Aprer. t pertans tot. sae at any gds inside to tided States, to pares agree that me UMed Na'ms Convention fa to IntemataS Sad of Goods shat not apply to to Ageemmt 67W3 From: "Chapple, Larry W." <chapplelw@bv.com> To: "French Jamie" <Jamie.French@andritz.com> Date: 12/28/04 2:52PM Subject: RE: Andritz Proposals and City of Fayetteville Agreement Jamie, We were apprised today that the Council approved the negotiated purchase agreement for the belt filter presses at their last meeting. To proceed with execution of the agreement, please provide the following to the City ASAP. Four signed copies of the attached agreement (do not date this.) Four signed original proposals for the Noland Plant press. Four signed original proposals for the West Side presses. Please forward these to Matt Taylor with copy to me. The City will then execute the copies to complete the agreement. Please call if you have questions. Regards, Larry Larry Chapple Black & Veatch Corporation 8400 Ward Parkway Kansas City, Missouri 64114 913-458-3660 (work) 913-458-3802 (fax) 913-620-1362 (mobile) chapplelw@bv.com —Original Message — From: Greg Boettcher[mailto:gboettcher@ci.fayetteville.ar.us] Sent: Sunday, December 19, 2004 9:58 AM To: Chapple, Larry W.; Jenkins, Earl E. Cc: jsonderegger@bumsmcd.com; mwtaylor@burnsmcd.com; Clarice Pearman; David Jurgens; Peggy Vice; Steve Davis; Waste Water Treatment Plant Subject: Andritz Proposals and City of Fayetteville Agreement The City Council approval of the negotiated purchase agreement with Andritz is scheduled for approval at the December 21, 2004 City Council meeting. I will need four signed original proposals for each treatment plant's equipment proposal and I will need four signed copies of the attached agreement. In addition we will need to establish a vendor number for Andritz in our accounting system to enable payment of the security deposit. Please have these materials forwarded to this office as soon as is possible in order that we can completed this transaction. Please verity with Andritz the address to which payments are to be forwarded. The City Attorney will not allow the Mayor to sign agreements first, the other party must furnish executed copies. Thank you, Greg Boettcher Clarice Pearman - RE: Andritz Proposals City of Fayetteville Agreement Page 2 <<Andrtz Belt Filter Agreement-Nov04.doc>> CC: <jsonderegger@bumsmcd.com>, <mwtaylor@bumsmcd.com>, "dance Pearman" <cpearman@ci.fayetteville.ar.us>, "David Jurgens"<djurgens@ci.fayetteville.ar.us>, "Peggy Vice" <pvice@ci.fayetteville.ar.us>, "Steve Davis" <sdavis@ci.fayetteville.ar.us>, "Waste Water Treatment Plant" <wwtp@ci.fayetteville.ar.us>, "Jenkins, Earl E." <JenkinsEE@bv.com>, "Funderburk, Katie M." <FunderburkKM@bv.com> n d e rb u rk K M@ b v. co m> Clarice Pearman - Re: Andritz Inc. ITITIi_ • - Page t From: Clarice Pearman To: mwtaylor@burnsmcd.com Subject: Re: Andritz, Inc. Hi Matt; Just doing some followup on items I don't have complete as of yet. This item is one that needs an agreement. Please let me know when you might expect to get signed agreements so that I can continue the resolution processing and get signatures. Thanks. Clarice 1 Clarice Pearman - Re: Andritz, Inc. a a Page 1 From: "Matt Taylor<mwtaylor@burnsmcd.com> To: <cpearman@ci.fayetteville.ar.us> Date: 1/4/05 5:11 PM Subject: Re: Andritz, Inc. We have a request in to the vendor. I called this morning to make sure they are either in the mail or to ask them to FedEx them and left a message. I expect to hear something tomorrow and will let you know. Thanks, Matt Matt Taylor, P.E. - Project Manager Burns & McDonnell 9400 Ward Parkway Kansas City, MO 64114 Phone: 816-333-6095 Fax: 816-822-3414 >>> "Clarice Pearman" <cpearman@ci.fayetteville.ar.us> 01/04/05 3:56 PM Hi Matt; Just doing some followup on items I don't have complete as of yet. This item is one that needs an agreement. Please let me know when you might expect to get signed agreements so that I can continue the resolution processing and get signatures. Thanks. Clarice S • a�9 oy City of Fayetteville Staff Review Form City Council Agenda Items Contracts 21 -Dec -04 City Council Meeting Date Greg Boettcher Water and Wastewater Submitted By Division Action Required: Wastewater Treatment Program Department Resolution approving Agreement with Andritz, Inc. for fixed pricing of three belt filter presses; including payment of a five percent refundable deposit to obtain pricing concessions and 30 -month price guarantee. A budget adjustment is not necessary as the security deposit funds will be returned at a later date. $33,607.85 $ - Accounts Receivable-Unbilled Cost of this request Category/Project Budget Program Category / Project Name 5400.0300.40 Account Number Project Number Budgeted Item �X Funds Used to Date $ - Remaining Balance Budget Adjustment Attached EJ Wastewater Treatment Program / Project Category Name Water and Sewer Fund Name X f�� Previous Ordinance or Resolution # I2-3 O Depart nt Director Date Original Contract Date: Original Contract Number: City Attorney Date Received in Mayor's Office /2. -o,� r F•.a+Wc� Date ln�4 r Se4vrL� Received in City Clerk's Office Mayor Date dance From: Clarice Pearman To: Taylor, Matt Subject: Andntz, Inc. Attached is the resolution passed by City Council December 21, 2004 regarding three belt filter presses security deposit. You will receive three of the four original agreements via interoffice mail. Thanks. Clarice