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HomeMy WebLinkAbout06/03/2014 05C Wastewater Treatment Plant Decanter System Maintenance Agreement with Alfa Laval, Inc.BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 5.C. For Meeting of: June 03, 2014 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ITEM TITLE: SUBMITTED BY: SUMMARY EXPLANATION: Resolution authorizing a Professional Services Agreement with Alfa Laval Inc. to perform emergency and routine maintenance on the Wastewater Treatment Plant Decanter System. Debbie Cook, P.E., Director of Utilities and Engineering Shelley Willson, Wastewater Manager The City of Yakima Wastewater Division operates an Alfla Laval Decanter at the treatment plant. The Decanter is used to remove excess liquid from the bio -solids prior to disposal. The Decanter requires a major overhaul. The attached professional service agreement between the City of Yakima and Alfa Laval Inc. will provide emergency and preventative maintenance for the Decanter. The agreement provides an annual overhaul. In past years, the City has contacted Alfla Laval during equipment failures and paid list price for parts and labor and waited several weeks for a technician to be dispatched to the wastewater plant. The service agreement provides for discounted parts and labor between 5% and 28% and a priority response for emergency service calls. In addition, routine planned preventative maintenance should provide for more economic operational cost and increase the service lifespan of the Decanter. Yearly costs have been from $7,000 to $20,000; therefore; the City budgeted an average $15,000 for this agreement. Resolution: X Other (Specify): Contract: Contract Term: 2 years Start Date: End Date: Amount: Ordinance: Item Budgeted: Yes Funding Source/Fiscal Impact: Strategic Priority: Insurance Required? No Wastewater Treatment -473 Improve the Built Environment Mail to: Matthew Britter 955 Mearns Rd. Warminster, PA 18974 Phone: 1-866-253-2528 APPROVED FOR SUBMITTAL: RECOMMENDATION: City Manager Staff respectfully requests Council approve the resolution. ATTACHMENTS: Description Upload Date Resolution Alfa Laval Inc 5/21/2014 Alfa Laval Inc Service Agreement 5/21/2014 Type Cover Memo Cover Memo RESOLUTION NO. R -2014- A RESOLUTION authorizing the City Manager to execute a Professional Services Agreement with Alfa Laval to provide routine and emergency maintenance for the Wastewater decanter. WHEREAS, the City of Yakima desires to receive maintenance services from Alfa Laval to provide intermediate and major service of the decanter; and WHEREAS, Alfa Laval is able to provide service that will protect the investment made in the City's infrastructure by providing manufacturer recommended preventative measures at the service intervals provided in Appendix A; and WHEREAS, the City desires to receive priority service to address emergency repairs from Alfa Laval; and WHEREAS, the City does not the technical expertise to perform preventative or emergency repairs; and WHEREAS, Alfa Laval has the technical expertise and ability to provide preventative and emergency repairs; and, WHEREAS, the decanter is necessary for the treatment of wastewater; and WHEREAS, the City Council has determined that it is in the best interest of the City of Yakima to enter into a professional services contract agreement with Alfa Laval, which is the only authorized maintenance provider for the decanter; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute a Professional Services Contract Agreement between the City of Yakima and Alfa Laval to provide routine maintenance and emergency repairs to the decanter as stated in the copy of the Agreement with Appendix A, B, C, D and E are attached hereto and by reference made a part hereof. ADOPTED BY THE CITY COUNCIL this day of June, 2014. ATTEST: Micah Cawley, Mayor Sonya Claar Tee, City Clerk Two Star Performance Agreement Performance Agreement Between Yakima Regional TP(Buyer) Yakima, WA And Alfa Laval Inc. (Seller) Yakima Regional WWTP Performance Agreement Benefits Price Based on typical recommended maintenance, the first year of the Performance Agreement is estimated at $8,745. Yakima Regional WWTP will save approximately $3,850 off the estimated List Price of $31,185 for Genuine Alfa Laval Parts & Services over the term of this agreement. Example of Price Breakdown: Qty* Discounted Lj Intermediate Service Visit Spare Parts Lot $4,457 $4,942 Labor Lot $2,495 $3,350 Travel Time Lot $788 $788 Est. Expenses (billed at cost) $1,005 $1,005 Subtotal for Intermediate Service Visit • assumes 1 visit per year, 1 unit overhauled $8,745 $10,085 Discount Structure: Yakima Regional WWTP will be provided discounts off our prevailing spare part prices and labor rates as follows: Field Service Labor (see prevailing Field Service Rates in Appendix C): o Preventive Maintenance = 28% o Emergency Service = 18% Spare Parts (see list of Spare Parts in Appendix B): o 10% off Spare Parts listed in Appendix B Repairs (Current rates are $110.00 per hour): o 5% off Alfa Laval Repair facility prevailing rates. o 10% off Spare Parts listed in Appendix B - Rental Components (See Appendix B for details): o 20% off prevailing rate of Rental Rotating Assembly (if available) Priority Field Service In the event that Emergency Field Servicing is required, Yakima Regional WWTP will be given preferential scheduling via the Alfa Laval Contact Center at 1 (866) 253-2528. Alfa Laval HelpDesk Support During the duration of this Performance Agreement, Yakima Regional VVVVTP will have free, unlimited access to Alfa Laval's Technical HelpDesk. Access to this HelpDesk can be made either by telephone at 1 (866) 253-2528 or via e-mail at customerservice.usaalfalaval.com. Warranty Warranty Period will be extended to six (6) months following provision of Services or Shipment of Spare Parts, Otherwise, Warranty will be in accordance with the Terms & Conditions found in Attachment E. Decanter PA 1 Yakima Regional WWTP Performance Agreement Provisions Scope Performance Agreement Equipment, Service Interval and Service Visit Arrangement are listed in Attachment A of this Agreement. This Attachment also includes: A list of Periodic Maintenance functions that will be the responsibility of Yakima Regional WWTP between Alfa Laval service visits, See Appendix A. Reference to the specific number of personnel provided by Alfa Laval and Yakima Regional WWTP in Appendix A. Should additional Labor or Expense be necessary for other attendance arrangements or wait times outside Alfa Laval's control, this additional labor and expense will be billed at discounted rates and actual expense cost. If, after inspection it is determined that parts not included in the standard service require replacement, additional costs will apply, less discount. Scheduling Alfa Laval will contact Yakima Regional WWTP approximately six (6) weeks prior to the recommended service date, Firm date(s) for servicing will be mutually agreed upon at this time. Payment Alfa Laval will invoice Yakima Regional WWTP as Services and Spare Parts are supplied. Unless otherwise quoted, Payment will be Net 30 days, in accordance with agreement Terms and Conditions. Terms & Conditions General Terms & Conditions will be in accordance with Attachment E unless specifically modified herein, in which case the terms of this Agreement shall prevail. Alfa Laval shall keep current their WA Business License, Contractor's License, DOR Account, Worker's Comp. Account and Certificate of Insurance (C01) and shall provide documentation of currency and certificates of insurance to the City annually. Alfa Laval shall comply with L&1 required filing of Intents and Affidavits with every job performed, documentation of which shall be provided to the City as a condition precedent to invoice payment. The COI shall include the required coverage limits and shall name the "City of Yakima and Yakima County, its agents, employees, authorized volunteers, elected and appointed officials as Primary/Non-Contributory additional insureds" AND shall include the required attached Additional Insured Endorsement. The City of Yakima requirements for Certification of Insurance is shown as an example in Attachment F. Duration The Term of this Agreement is for two years from the date of execution below. Thereafter, this Agreement will be automatically renewed for additional two year terms Unless otherwise terminated by either party, without cause, on thirty (30) days written notice of termination to the other party. Confidentiality Alfa Laval and Yakima Regional WWTP agree that content and execution of this Performance Agreement will remain mutually confidential, and not to be disclosed to third parties without prior written consent. However, the parties understand and agree that the City of Yakima is required Decanter PA Yakima Regional WVVTP to comply with the Washington Public Records Act and that the City must therefore provide legally disclosable documents upon request. JURISDICTION AND VENUE This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of Washington. DISPUTE RESOLUTION In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If either of the afore mentioned methods are not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. NOTICE Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. CITY: City of Yakima 2220 E Viola Ave Yakima, WA 98901 Attn: Shelley Willson ALFA LAVAL: 955 Mearns Rd. Warminster, Pa. 18974 Attn: Matthew Britter IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized officers or representatives as of the day and year set forth below. Date: Date: May 19, 2014, 2014 Yakima Regional WWTP Tony O'Roarke Matthew Britter Account Manager Alfa Laval Inc. Decanter PA 3 Yakima Regional WWTP Appendix A Equipment / Service intervals Arrangement Location: Yakima Regional WWTP 2220 E Viola Ave Yakima, WA 98901 Equipment: ALDEC G2-120 Decanter Serial Number: 5023379 Performance Agreement - Recommended Service intervals and Preparations: Service visits will be accomplished consecutively to all centrifuges over the course of a 3 day period per machine by 1 of FS people Alfa Laval Field Service Technicians and one (1) Yakima Regional WWTP Mechanic. Intermediate Service — 12 months or 8000 Operating hours* Scope — Conveyor Bearings Kit, Oil Filters and Lubricants Major Service — 24 months or 16,000 Operating hours* Scope — Conveyor & Main Bearing Kits, Oil Filters and Lubricants * Service Intervals may change based on post inspection recommendations. Yakima Regional WWTP to provide: Centrifuge shutdown and preparation for overhaul, centrifuge special tools, appropriate work area, lifting gear, common hand tools, cleaning solvent, shop rags. A plant mechanic during service visits for assistance and training Capability to operate centrifuge on the process stream at the conclusion of overhauls for the purpose of test run. Genuine Alfa Laval spare parts and lubricants. Provision of these parts will be coordinated with Alfa Laval when service visits are scheduled. Lubrication and Inspections, recommended in the Centrifuge M&O manual, during the periods between Alfa Laval service visits. Decanter PA 4 Appendix B Servicing Detail Yakima Regional VVVVTP Yakima Regional VVVVTP to thoroughly flush centrifuge and have the centrifuge stopped prior to servicing. This should be scheduled to allow enough time for the centrifuge to cool to a safe working temperature, if necessary. - Current operating observations discussed with plant operations personnel. Centrifuge disassembled. Wear or damage measured, photographed, and noted. Lubrication System drained, oil and filter replaced (if applicable) - Gear Box oil drained, inspected and replaced. Centrifuge Assembly rebuilt utilizing parts from Service Kit(s) and Lubricants. Centrifuge started; vibration levels measured and noted - Controls and Auxiliary components checked for proper operation and function. - Maintenance and Operations Training provided throughout overhaul process. Service Report of findings and measurements prepared. Includes forecast for adjusting service schedule and/or future repairs that may need to be considered. - Plant spares inventory reviewed; recommendations made for replenishment. Parts Utilized for Preventive Maintenance (subject to discount): Description Major Service Kit Conveyor Major Service Kit Main Bearings Gearbox Service Kit Oil (20 L) Conveyor Bearing Grease Main Bearing Grease Spline Grease Part Number 6123880530 6124036730 6123947010 6120367159 6120367150 6120367150 6120367154 Qty/Unit Usage 1 Intermediate & Major 1 Major 1 Intermediate & Major 1 Intermediate & Major 10 Intermediate & Major 10 Major 1 Intermediate & Major Decanter PA 5 Appendix C Field Service Rates (Effective January 1, 2014) Yakima Regional VWVTP List Price Regular hours: Work performed between 8AM and 5PM, Monday to Friday $150,00/hr Regular overtime: Work performed between 5PM and 8AM, Monday to Friday billed @ 1-1/2 tithes regular hour rate Weekends - US Holidays: Work performed Saturday --- billed @ 11/2 times regular hourly rate Work performed Sundays and Public US Holidays — billed @ 2 times regular hourly rate Travel time Travel time is billed portal t lorta Travel time overtime Sundays and Public US Holidays Expenses Hotels, rental cars, meals, and miscellaneous expenses are billed at actual cost. Mileage rate for Alfa Laval company cars is billed at $0.56/mile. $75.00/hr $100.00/hr Offshore Daily Allowance An additional offshore daily allowance is charged. Travel and living expenses will be $70/day billed at actual cost, Field Service outside US will be quoted upon request. Pneumatic Tightening Tool Rental S250/day Rental period includes time to and from our facility. Customer is Responsible for all shipping charges and for any damage to the tools. Field Service outside the US will be quoted upon request. To request Field Service, contact: 1 (866) 253-2528 or customerservice.usa@ alfalaval.com Decanter PA 6 Alfa Laval Dedicated Contacts: 24/7 Helpdesk: Mr. Stephen Ludes Location: Warminster PA. Phone: 866-253-2528 EFax: 804-545-2756 Mail: stephen.ludes@alfalaval.com Field Service Manager Name: Barbara Moy Location: Warminster, PA Phone: 215-443-4179 Email: barbara moyalfalaval com Yakima Regional WWTP Appendix D Regional Sales Manager: Mr. Matthew Britter Location: Fresno, CA Cell: 559-400-1084 Mail: matthew.britter@alfalaval.com Certified Technicians to act under this Agreement: Primary Bobby Jensen Location: Bonney Lake, WA Cell' 206 850 3548 e-mail: bobby jensen©alfalaval com Customer Dedicated Contacts: Customer Contact: Name: Shelley Willson or Marc Cawley Phone: 509-575-6077 Mail: shelley.willsonyakimawa.00v Marc.cawleyyakimawa.q.a, Decanter PA Secondary Billing Address: Yakima Regional VVVVTP 2220 E Viola Ave Yakima, WA 98901 7 Yakima Regional VINVTP Appendix E Terms & Conditions (rev 032204) These Terms and Conditions Apply to All Quotations, Orders. and Contracts for Alfa Laval Inc Products (hereafter "Equipment") As used in these Terms and Conditions of Sale, he word "Equipment" includes all hardware, parts, components, software and options. 1. ACCEPTANCE Our sale to you is limited to and expressly made conditional on your assent to the terms and conditions of sale herein and, if applicable, on the attendant quotation. both of which form a part of this order arid which supersede and reject all prior agreements, representations, discussions or negotiations, whether written or oral, with respect hereto and any conflicting terms and conditions of yours, or any statement therein, whether or not signed by you We will furnish only the quantities and Equipment specifically listed on the face hereof or the pages attached hereto. We assume no responsilbility for terms or conditions of, or for furnishing other equipment or material shown in, any plans and/or specifications for a project to which the Equipment quoted or ordered herein pertain or refer. 2. PRICES: Unless otherwise specified in writing, all quoted prices are firm for thirty (30) days from the date of offer. Stenographic, clerical and mathematical errors are subject to correction 3. DELIVERY- Dates for the furnishing of services and/or delivery or shipment of Equipment are approximate only and are subject to change Quoted lead times are figured from the dale of receipt of complete technical data and approved drawings as such may be necessary. We shall not be liable, directly or indirectly, for any delay in or failure to deliver caused by carriers or delays from labor difficulties, shortages, strikes or stoppages of any sort, failure or delay in obtaining materials from ordinary sources, fires, floods, storms, accidents, or other acts of God or force majeure, by any statute, regulation, administrative order or decree or order or judgment of a court of law or other causes beyond our reasonable control. Unless otherwise specifically agreed in writing by us, in no event shall we be liable for any damages or penalties whatsoever,, or however designated, resulting from our failure to perform or delay in performing due to any of the causes specified in this paragraph 3. 4. SHIPMENT, RISK OF LOSS, TAXES. Prices are in U.S Dollars, F.O.B. Alfa Laval shipping point, unless otherwise noted. Duly, brokerage fees, insurance, packing and handling as applicable are not included unless otherwise noted Our prices do not include federal, state, municipal or other government excise, sales, use, occupational, processing, transportation or like taxes now in force or enacted in the future. You shall pay any taxes we may be required to collect or pay now or at any time in the future (including interest and penalties imposed by any governmental authority), or any taxes you may be required to pay, that are imposed upon the sale, delivery or support of Equipment purchased or licensed as a part of this order, or you shall provide us with a fax exemption certificate acceptable to the appropriate taxing authorities. 5. CREDIT AND PAYMENT Unless otherwise noted on the face hereof payment for Equipment shall be (30) days net Pro rata payments shall become due with partial shipments Any discount period which may be granted by us begins on the invoice date and all payments are due 30 days after the invoice dale. All payments shall be made without deduction, deferment, sel-off, lien or counterclaim of any nature. All amounts due not paid within 30 days after the date such amounts are due and payable shall bear interest at the lesser of t5 percent per month or the maximum rate of interest allowed by law. We reserve the right al any time to suspend credit or to change credit terms provided herein, when, in our sole opinion, your financial condition so warrants Failure to pay invoices when such invoices are due and payable, al our election, shall make all subsequent invoices immediately due and payable irrespective of terms, and we may withhold all subsequent deliveries until the full account is settled We shall not, in such event, be liable for delay of performance or nonperformance of contract in whole or in part subsequent to such event. 6. CANCELLATIONS AND CHANGES. Orders which have been accepted by us are not subject to cancellation or changes in specification except upon prior written agreement by us and upon terms that will indemnify us against al losses resulting from or arising out of such cancellation or change in specifications In the absence of such indemnification, we shall be entitled to recover all damages and costs of whatever nature permitted by the Uniform Commercial Code. 7. DEFERRED SHIPMENT: If shipment is deferred al your request, payment of the contract price shall become due when you are notified that the Equipment is ready for shipment If you fail to make payment or furnish shipping instructions we may either extend the time for so doing or cancel the contract. In case of deferred shipment at your request, storage and other reasonable expenses attributable to such delay shall be payable by you. 8. EQUIPMENT WARRANTY AND REMEDY (a) For new Equipment only, we warrant to you that the Equipment that is the subject of this sale is free from defects in design (provided that we have design responsibility), material and workmanship. The duration of this warranty is twelve (12) months from delivery to you (the "Warranty Period"). If you discover within the Warranty Period a defect in design, material or workmanship, you must promptly notify us in writing Within a reasonable time after such notification, we will correct any such defect with either new or used replacement parts, at our option. Such repair, including both parts and labor, is at our expense (b) For repairs, parts and service provided by us, we warrant to you that the repairs parts and service we provide to you will be free from defects in material and workmanship The duration of this warranty is ninety (90) days from as applicable (i) the date the machine which required the repairs, parts or service is returned to you by us, (ii) the date of your receipt of the part, or (iii) the date of repair, if performed at your facility. If during this ninety day period you discover a defect in the repairs, parts or service you must promptly notify us in writing (c) All warranty service is subject to our prior examination and approval and will be performed by us at your facility or at service centers designated by us. All transportation to and from the designated service center will be at our expense. If we are unable to repair the Equipment to conform to the warranty after a reasonable number of attempts, we will provide, at our option, one of the following (i) a replacement for such Equipment, or (ii) full refund of the purchase price These remedies are your exclusive remedies for breach of warranty Unless otherwise agreed in writing by us, our warranty extends only to you and is not assignable to or assumable by any subsequent purchaser, in whole or in part, and any such attempted transfer shall render ail warranties provided hereunder null and void and 01 00 further force or effect. (d) We will use all reasonable efforts to obtain for you any manufacturer's guarantees or warranties for any sub -assemblies included in the Equipment, To the extent such warranties are assignable, we hereby assign to you all warranties that are granted to us by our suppliers of any sub -assemblies contained in the Equipment. (e) The warranties set forth above are inapplicable to and exclude (r) any product, components or parts nol manufactured by us or covered by the warranty of another manufacturer, (l) damage caused by accident or the negligence of you or any third party, normal wear and tear, erasion, corrosion or by disasters such as fire, flood, wind and lightning, (Hi) damage caused by your failure to follow all installation and operation instructions or manuals or to provide normal maintenance, (iv) damage caused by unauthorized or improper installation of attachments, repairs or modifications, (v) damage caused by a product or component part which we did not design, manufacture, supply or repair, or (vi) any other abuse or misuse by you or any third party. 9. LIMITATION OF LIABILITY In no event shall we be liable, and you hereby waive any claims against us and release us from liability to you, for any indirect, special, punitive, incidental, or consequential damages whatsoever based upon breach of warranty, breach of contract, negligence, strict tort, or any other legal theory, Excluded damages include, but are not limited to, loss of profits, loss of savings or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of any substitute Equipment, facilities or services, downtime, the claims of third parties including customers, and injury to properly This limitation does not apply to claims for personal injury Some slates do not allow limits on warranties„ or on remedies for breach in certain transactions. in such states, certain of the limitations in this paragraph and in subparagraph 8(c) may not apply 10. OWNERSHIP: All drawings, designs and specifications supplied by us have been prepared or assembled by us and are solely our property, Such drawings, designs and specifications have been furnished in order to provide full documentation and on the condition that they shall not be reproduced or copied in any manner whatsoever, in whole or in part, except for your internal use as necessary, and upon the further condition that, as our sole property, they shall not be used, in whole or in part, for furnishing information to others or for any purpose not specifically authorized in a writing signed by one of our corporate officers These ownership provisions shall not be superseded by any printed form used in connection with or arising out of a sale induced by a proposal or otherwise Decanter PA 8 Yakima Regional V'VVVTP 11. PATENT INFRINGEMENT (a) We warrant that the Equipment in the condition sold to you is free of the rightful claim of infringement of any apparatus claims of any third -party U B. patent issued as of the date of our acknowledgment and acceptance of your order, and we will defend, indemnify and hold you harmless from such claims; provided, however, we make no express or implied warranties of non -infringement and undertake no indemnification in respect of third -party rights where the alleged patent infringement is based upon or related to (i) any method, process or product claims in third -party U S. patents; Oil any combination of the Equipment with other equipment not supplied by us; or (iii) any modifications of the Equipment made by you arid not approved by us (b) You shall notify us within 30 days of your receipt of notice of an alleged third -party patent infringement claim that would entitle you to patent infringement indemnification pursuant to paragraph 11(a), and we shall thereupon assume defense of the claim at our expense. We shall have the sole right to settle or otherwise compromise such a third -party claim, including but not limited to the right to either (i) modify the Equipment to avoid infringement if you are agreeable to the modification, (ii) repurchase the Equipment from you at a price equal to the then -current fair market value of the Equipment, or (111) secure rights by assignment or license to permit continued use of the Equipment (c) If a third party charges us with patent infringement relating to Equipment sold by us to you, we shall have the right lo either (1) modify the Equipment to avoid infringement if you are agreeable to the modification, (11) repurchase the Equipment from you at a price equal to the then -current fair market value of the Equipment, or (iii) secure rights by assignment or license to permit continued use of the Equipment, If a third party charges us with patent infringement on the bases set forth in paragraph 11(a)(1), (ii) or you shall hold us harmless for all expenses and awards of damage assessed against us, and we shall also have the right to modify or repurchase the Equipment or to secure rights for continued use by way of assignment or license as set forth in this paragraph, (d) Our total, cumulative liability under paragraphs 11(a), (b) and/or (c is limited to 100% of the price paid to us by you for the Equipment 12. SAFETY AND HEALTH STANDARDS The Equipment described herein (or on the specifications provided herewith) complies with applicable safely and health standards issued pursuant to the Occupational Safety and Health Act 01 1970 (the Act) and in effect on this date as such standards are interpreted and understood by us. These standards may be amended and/or their meaning may be clarified prior to shipment or performance, and if suer change or clarification requires changes in the Equipment described herein, we shall make the necessary changes available to you. You shall pay for any and all such changes at our prices therefore in effect at time of shipment or performance, as the case may be. Because actual compliance by employers with the Act is beyond our control, we cannot and do not represent that the use of the Equipment described herein, nor the location, installation or maintenance thereof, will comply with the Act or regulations and standards issued pursuant thereto We make no representation of compliance with safety and health standards contained in any statute, regulations or ordinance of any state or political subdivision thereof applicable to the Equipment described herein unless you have notified us of the existence and contents of such standards and we have agreed in writing to the incorporation of such standards in the specifications relating to such Equipment Nothing in this provision shall operate to modify or affect in any manner whatsoever our disclaimer of any liability for consequential damages contained elsewhere in these terms and conditions of sale. 13. INSPECTION. Upon prior written notice, you may make reasonable inspections of Equipment at our facility, We reserve the right to determine the reasonableness of the request and to select an appropriate time and location for such inspection You agree to execute appropriate confidentiality provisions upon our request prior to visiting our facility. All costs of inspection shall be solely determined by us and shall be payable by you. No inspection or expediting by you at the facilities of our suppliers is authorized 14. SOFTWARE PROVISIONS: If software is provided hereunder, you are granted a nonexclusive, royalty free license only for your use of the software provided with our Equipment Under this license you may' (i) use our software in machine readable object code only and only with the Equipment provided; (ii) copy our software into any machine readable object code form for back up purposes in support of your use of our software on the Equipment provided; and (vi) create one additional copy of the software for archival purposes only. This license may not be assigned, sublicensed or otherwise transferred by you without our prior written consent You hereby recognize and acknowledge that the software provided to you hereunder comprises valuable trade secret and/or copyright property of Alfa Laval [or its licensor] and you covenant that you will take adequate precautions against access to the software by, or disclosure of the software to, anyone not authorized hereunder to use or have access to the software 15. TIME LIMIT FOR BRINGING SUIT Any action you file against us, whether for breach of contract, including but not limited to breach of warranty, or for negligence or strict tort, must be commenced within 90 days following the expiration of the Warranty Period 16. MODIFICATION OF TERMS: The terms and conditions of sale set forth herein are an integral part of our proposal and/or confirmation of order. These terms shall not be deemed altered or modified by printed or other "standard" terms in a purchase order, acceptance or similar document Our confirmation or acknowledgment of any order is with the express understanding that all printed or other "standard" language on any such documents submitted by you will be entirely disregarded to the extent that it varies from the terms and conditions of this proposal/order which may be modified only by typed or handwritten language in the body of your order, acceptance or similar document, together with a written acknowledgment and acceptance of such modification by us 17. LIMITATION ON WARRANTIES: THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AN IMPLIED WARRANTY OF MERCHANTABILITY, AN IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND AN IMPLIED WARRANTY OF NONINFRINGEMENT. WE HEREBY EXPRESSLY EXCLUDE FROM THIS CONTRACT THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY OF NONINFRINGEMENT. OUR WARRANTIES AND LIABILITIES HEREUNDER ARE LIMITED AS STATED HEREIN. 18. APPLICABLE LAW. Any controversy or claim arising out of the contract or the breach thereof shall be finally decided with binding effect on both parties by the courts of Virginia and in accordance with the laws of the Commonwealth of Virginia, without giving effect to the provisions thereof relating to conflict of laws. THE EQUIPMENT AND PARTS DESCRIBED IN THESE TERMS AND CONDITIONS OF SALE MAY CAUSE INJURY lF NOT OPERATED PROPERLY AND FOR THIS REASON ALL OPERATORS SHOULD BECOME THOROUGHLY FAMILIAR WITH THE OPERATING INSTRUCTIONS BEFORE OPERATING THE EQUIPMENT. Decanter PA 9 Appendix F GENERAL CERTIFICATE OF LIABILITY INSURANCE This CERTIFICATE Is- fSSUE;D A,9 A I,fATT'EIl OF UNFORedATmN Q$t.Y AND CIaHP 'MO RIONTS MA'+ CERTUFItATE ODES NOT A FJRIMATN8iY OR NEGATIVELY AMEND, ERTEND OR ALTER TiHE CIV SE'ECfIY THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN TH REPRESWAT'NE OR PRODUCER AND KATE HOEDER. Idlld . Ileu of s Yakima Regional VWVTP ANS CRA ENT IS DIN ENTITY ILgISU ADDRESS CM NJEr U C 7+) "[ 13 E' .._..,..__ 62EA.i'1CrV--NCRk .. TI S I$ TO CEJaTGFY TH4T THE POU CUES OF DfSU7RANCE Lf5TED 1 -i W I AVE FIEEM ISSUED 70 THE IN11RU D NJ#U19ED A DOVE FOR TWF ICY° PE INDICATED. NOTWWMSTAND1NG AMY REQUIREMENT. "TERff OR CONDITa?N OF ANY 'CONTRACT PR OTHER ODCUp;UT'N WITH ffESPECT Te W ITCH TI CERTIFICATE WY OE 185U10 OR MAY PERTAIN, THE SISURAI AFFORDED EY THE PCWFS bESCRIB 1 NEREBfI IS SURJERT TO ALL T1TE TE EY.C=IONS AHD CONDITIONS Of SUCH POLICI@S, UNITS NOWM AeAY NAVE aEEJ1 REDUCET98Y PAUD C N GT'NE.FUAt. '� Eltl"fd Rei GEINCRA u.IAiYar,f'U'v �; C4JIE'�I34, AIiS. L. OCCUR , A POLICY elto r *ADw m ate date aF111N0AL a FATEU,TITAPPJEffi,PER q .;. ,wM ----- II 1400,00 000 1001.000 5,000 1,000,000 Ap'GATE 2,000,000 aBCaarPTION dl" fiP 7$AT6'0 S d l The City of Yakima aTJd the City o Yakimal, its slgeents, employees, authorised. ulntee.rls, elected and al, iatd official, are included as Primary/Non-Contributory additional insureds. Sea attacheld Additional Incus Enders,ment. A TIFICATE HOLDER City of Yakima /CIuuty of Yakima Purchasing Department 129 N. 2nd Street Yakima, WA 98901 (num) Decanter PA GI CEI EAM UED ANY OF THE AVE DESC N DATE THERE PoucY P 5 SE. CANCEELED BEFORE J11L DSLAr!RED IN SIGNATURE II iSJSB- 010ACOi GI EP#Aftd4FgON. AO IitFe E go me registered marks oEACORD 10 LIABILITY Yakima Regional WWTP ADDITIONAL INSURED • OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION endorsement modifies. Insurance provdd underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART s Name of Peron The City of Yakima and the County ofYddma itS agents, employees, authorized volunteers, elected and appointed clais are included as Primary/Non-Contributory additionai insured's. no entry appears above, information required to complete this endorsement will be shown in the Declarations as pottage to this endorsement.) Sec -tion U - Who Is An Insured is amended to ude as an insured the person or organization shown in the Sdiedule, but only with respect to ha ity arising out of your ongoing operations perforrned for that insured. With respect to the insurance afforded to these additional insureds, the f� ing exclusion is added: 2. Exclusions This insurance does not apply to 'bodily injury' or 'property damage" occurring after: (1) AI work, inductg mat &Is, parts or equipment fOrnkshed in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operatloris has been completed; or (2) That portion of your workout of which the Injury or damage arises has been put to it tended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a priincipal as a part of Lbe same project, THIS ENDORSIMENT CHANGES THE POLI'cY, POEASE READ T CAREFULLY. Decanter PA 11