NTS-2025-016-KC_Degasifier_from_CECO_Industrial_Solutions,_Inc_FINAL.pdf

Notice of Intent to Award a Sole Source Procurement

Subject:

Document Number:

Date:

Written Response Due:

Time:

E-mail Address:

Degasifier Blower Replacement from CECO Industrial Solutions, Inc.

dba HEE-Duall

NTS-2025-016-KC

February 27, 2025

March 6, 2025

2:00 PM EST

bids@citynmb.com

This is not a Request for Proposals and there is no solicitation available. The proposed contract action is for product or services for which the City intends to negotiate and award with only one source under the authority of the City of North Miami Beach City Code Section 3-4.8. Any responses received as a result of this Notice of Intent shall be considered solely for the purpose of determining whether to conduct a competitive procurement. Responses will not be considered as proposals, bids, or quotes.

The City of North Miami Beach, Florida intends to negotiate a Sole Source procurement:

Request Department/Office: NMB Water

Product and/or services to be purchased: Degasifier Blower Replacement from CECO Industrial Solutions, Inc. dba HEE-Duall

Anticipated Cost: $162,590.00

Sole Source Justification: The degasifier, manufactured by CECO Hee-Duall, at the Norwood Water Treatment Plant requires extensive rehabilitation and repairs. CECO Hee-Duall is the sole source in the State of Florida for all DUALL products and OEM components designed by CECO Industrial Solutions, Inc.

Active to be Taken: Interested firms or individuals may identify their interest and capability to respond to the requirement by submitting in writing their name, address, point of contact, telephone number, email, and a statement regarding capability to provide the specified procurement per the attached specifications. Interested firms will be considered only if they respond with clear and convincing documentation that they are capable of meeting or exceeding the requirements stated herein. All responses received within seven (7) calendar days after the date of publication of this synopsis will be reviewed by the City. A determination by the Chief Procurement Officer & sourcing Buyer II not to compete this proposed action based on the responses to this notice is solely within the discretion of the Chief Procurement Officer.

All responses must be in writing and returned to ATTN: City of North Miami Beach, 17011 NE 19th Ave., Suite 315, North Miami Beach, FL 33162 by: e-mail to bids@citynmb.com. Note the number of the Sole Source Information inquiry on documentation.

mailto:bids@citynmb.com

The degasifier at the Norwood Water Plant requires extensive rehabilitation and repairs. They were manufactured by CECO HEE-Duall which is the sole source in the state of Florida for all Duall® products, service and OEM components designed by CECO Industrial Solutions business group doing business as CECO HEE-Duall® for the municipal market.

SOLE SOURCE REQUEST FORM

TO:

VIA:

Mario A. Diaz

City Manager

Chief Procurement Officer

PROCUREMENT MANAGEMENT DIVISION

FROM:

DATE:

Hadmid Nikvan

NMB Water

02/11/2025

(Name)

(Department) for HN

RE:

Degasifier blower replacement

Annual Expenditure not to Exceed: $ 162,590.00

Vendor #

526835

Section 3-4.5 Exemptions for Bidding, Purchase of the following materials and services shall be exempt from the bidding process and subject to the spending limitations provided in subsection 3-3.14, unless otherwise provided by State law: a. Sole source purchases. Sole-source supplies and services, such as unique, patented, or franchised supplies or services, are exempt if the Purchasing Agent determines, after conducting a good faith review of available sources, that the particular supply or service is available from only one (1) source.

Sole Source Justification: 3-4.8 Sole Source Purchasing. Department heads may recommend purchase of a part, commodity, or service from a sole source supplier after a reasonable search has been made to find other suppliers. The recommendation shall include a written justification documenting the potential vendors contacted, and the results. The Purchasing Agent shall either confirm the lack of additional suppliers or inform the Department of potential suppliers.

Approved Date

Chief Procurement Officer (Up to $25,000)

Mario A. Diaz, City Manager (Up to $50,000)

Purchases exceeding $50,000.00 will be placed on the next Commission Agenda pending Procurement review.

17011 N.E.19th Ave., Suite 315 North Miami Beach, FL 33162 • P: 305-948-2946 • F: 305-957-3522 • bids@citynmb.com

The purpose of this contract is to ensure that the Norwood Water Treatment plant continue to have accurate, reliable and well maintained equipment. Services by this vendor is required and ties in with the

"High performing City organization providing exceptional customer service" City's goals.

It is recommended that the contract be approved for normal operations to continue at the Norwood Water

Treatment Plant and remain in compliance with regulatory drinking water standards.

FY2025 /410904-533640

PROCUREMENT EXPLANATION MEMO

PROCUREMENT MANAGEMENT DIVISION

TO:

VIA:

Mario A. Diaz, City Manager

Chief Procurement Officer

FROM:

DATE:

Hamid Nikvan

Name Director NMB Water

Title/Department

02/11/2025 for HN

RE: Degasifier blower replacement

Fiscal Amount not to Exceed: $ 162,590.00 Vendor # 526835

Purpose (How does it align with City NMB Strategic Plan?):

Background:

Recommendation:

Fiscal Impact / Account Number(s):

Contact Person(s):

17011 N.E.19th Ave., Suite 315 North Miami Beach, FL 33162 • P: 305-948-2946 • bids@citynmb.com

Hamid Nikvan Director of NMB Water & Carlos Carrazana WTP Manager

The degasifier are use to reduce odor in the water by removing dissolved gases such as carbon dioxide, hydrogen sulfide and other contaminants that are not rejected by the membranes. By establishing this contract, the water plant will have the ability to address these issues in an efficient and timely manner in order to maintain normal plant operations.

W: 989-725-8184 I F : 989-725-8188 I

1172 S M -13, L E N N O N , MI 48449 I 4222 E LaPal ma Ave , A N A H EI M , CA 92807 I

W W W . C E C O EN V I R O . C O M / HEE-DU A L L

February 3, 2025, 2025

Carlos Carrazana Water Plant Manager, NMB Water Norwood Water Treatment Plant 19150 NW 8th Ave Miami Garden FL 33169

Dear Mr. Carlos, I am writing this letter to inform the necessary persons that CECO HEE-Duall is the sole source in the state of Florida for all Duall® products, service and OEM components designed by CECO Industrial Solutions business group doing business as CECO HEE-Duall® for the municipal market. The product line includes corrosion resistant fans, Air Quality Control Systems, Water Quality Systems and Wet & Dry Dust Collectors.

All purchase orders should be addressed to CECO HEE-Duall.

We look forward to a continued relationship with City of North Miami Beach – NMB Water. Should you have questions or need additional information, please do not hesitate to contact me.

Thanks & Best Regards

Farazdak “Fred” Cutlerywala Technical Product Specialist Inside Sales Representative Industrial Air and Fluid Solutions Ceco Environmetal Brands Flex-Kleen, Adwest, Hee Duall, FKI, and Ceco Filters Direct: 630-875-3307 Mobil: 469.623.6000 E-mail: fcutlerywala@onececo.com

Follow CECO Environmental on mailto:EMAIL%20ID@ONECECO.COM http://www.cecoenviro.com/HEE-Duall mailto:fcutlerywala@onececo.com https://nam04.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.linkedin.com%2Fshowcase%2Fceco-industrial-solutions&data=04%7C01%7Cfcutlerywala%40OneCECO.com%7Ce48b2588b49b4852fc1008d90c15e9b0%7C10f8e7a2487748d69319dc5151b7f98b%7C0%7C0%7C637554110550115290%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=UcRDKNFZHj0I1gsybt8pDfoezE1uxNHhYAREMkb2IDg%3D&reserved=0 https://nam04.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.facebook.com%2FCECOEnviro&data=04%7C01%7Cfcutlerywala%40OneCECO.com%7Ce48b2588b49b4852fc1008d90c15e9b0%7C10f8e7a2487748d69319dc5151b7f98b%7C0%7C0%7C637554110550115290%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=xWWtQJmE8l9rSoHgNTW1QjpmDVWOkIh1cD9D%2FAyBkgE%3D&reserved=0 https://nam04.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.youtube.com%2Fchannel%2FUCJRUABREi0RVBYgLD_I4iaQ&data=04%7C01%7Cfcutlerywala%40OneCECO.com%7Ce48b2588b49b4852fc1008d90c15e9b0%7C10f8e7a2487748d69319dc5151b7f98b%7C0%7C0%7C637554110550125282%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=fMnkjFi0vDoJ5Cmz%2FZZwPiNiWfgVyaVgUvTE4ITpHWI%3D&reserved=0

CECO INDUSTRIAL

SOLUTIONS, INC.

Page | 1

Proposal Number: P2200058 rev 5

Project Name:

Replacement NH66 Fans

Prepared for:

North Miami Beach

North Miami Beach

Attention: Jesse Emo Phone: 704-923-2021 E-mail: Jesse.Emo@citynmb.com

Reference:

Field Service report from 11/08/21 trip.

Validity This quotation and pricing herein is valid for thirty (30) days from the date given on the cover page (“Effective Date”) and shipment of the order must occur within six (6) months of the Effective Date. Pricing and Payment Terms are subject to credit approval.

Escalation Due to market volatility in key raw materials including, but not limited to, steel, nickel, chrome, copper, precious, and other metals, thermoplastic and FRP resins, pricing provided may be subject to escalation at time of HEE-Duall® issuance of purchase orders to its suppliers. All prices in US$ Dollars.

Force Majeure Neither party shall be liable to the other for a delay to the extent caused by such a force majeure event, but only if the party affected provides prompt written notice to the counterparty of the occurrence of the force majeure event. For the avoidance of doubt, “force majeure event” shall include any pandemic, epidemic or disease recognized by the World Health Organization, including COVID-19.

Date: February 25, 2025 Colin Murray Regional Sales Manager, Validity 90 days

Expiration date: May 26, 2025 HEE-Duall® Environmental Technologies a CECO Environmental Company

HEE-DUALL CECO Filters

CECO Environmental

Page | 2

Terms and Delivery

Description Unit Price Qty Extended Price

Price Items A: NH-66 Fan with BI wheel Class III US$ 32,375 2 US$ 64,750

Price Items B: Fan Enclosure to duplicate original enclosure US$ 46,970 2 US$ 93,940

Price Items C: Freight (this is just an estimate, actual will not be given until time of shipment)

US$ 3,900 1 US$ 3,900

TOTAL BASE OFFER :

US$ 162,590

Optional Items Available for Purchase Below:

Price Items C: OE Factory Certified Preventative Maintenance US$ 1 US$

Price Items D: OE Factory Certified On Site Installation US$ 1 US$

Price Items E: OE Factory Certified Installation Supervision US$ 1 US$

Term of Sale: Freight Ex-Works United States – Pre-pay and Add Payment Terms:

40% Invoiced with Purchase Order 30% Invoiced on submittal of drawings 30% Invoiced on notification prior to shipment

Due Upon Receipt of Invoice Due NET30 Prior to Shipment

Delivery: Drawings 2 - 3 weeks after approval of Purchase Order and receipt of 1st Payment Fabrication 14 - 16 weeks after approval of drawings

Invoicing of Goods/Services Should Customer delay approvals of Drawings (Over 2 weeks from Submittals) or acceptance of Equipment or Start-up (2 weeks from Notification), any respective amounts become immediately due and Customer will be Invoiced accordingly.

Offer Acceptance

ACCEPTANCE OF THIS OFFER IS LIMITED TO ITS TERMS INCLUDING ALL OF THE TERMS AND

CONDITIONS ATTACHED, WHICH ARE INTEGRAL PART OF THE OFFER.

PURCHASE ORDERS:

To insure proper processing, a purchase order resulting from this proposal should reference proposal number at the top of Page 1 and be issued to:

HEE-Duall® (CECO Industrial Solutions, Inc.)

1172 South M-13, Lennon, MI 48449 USA

PAYMENTS:

Please note all payments are to be issued to the following address:

CECO Industrial Solutions, Inc. (DBA HEE-Duall) PO Box 639847, Cincinnati, OH 45263-9847 USA

Accepted by:_______________________________ Date:____________

Name/Title: ___________________________________

Page | 3

BASIS OF DESIGN

Reference drawings 8379-6 and 8379-8-5 from 2009 and drawings 9726-10 and 9726-12 from 2004.

EQUIPMENT SCOPE OF SUPPLY

A. Exhaust Fan, Quantity 1 Model Number: NH-66 Heavy Duty PVC Construction; Type 2 with FRP Coating: DualLast Pedestal and Arrangement 1 Bases are Hot Dipped Galvanized 60 HP TEFC Motor; 460 volt, 3 phase, 60 Hz AMCA Certified Performance 19,500 acfm 9.5” w.c. Static Pressure

42.98 BHp

1,642 RPM

Class III Steel wheel FRP coated Counterclockwise Rotation – all four (4) fans Discharge: Top Horizontal Discharge – all four (4) fans Stainless steel shaft Arrangement 1

B. Fan Enclosure Brand: Universal Blower Pac as provided with the original order.

90-inch tall x 96-inch long x 88-inch wide, 1/8-inch Aluminum Enclosure

Page | 4

C. OE Factory Certified Start-Up Services & Training;

All of our systems are commissioned by our factory trained field service technicians.

Our service experts ensure that your new system is properly commissioned and ready to operate in safe and optimal conditions, thus ensuring maximum efficiency in operational cost and longevity.

Failure to opt for Factory Certified Start-up may void Warranty.

Standard Daily Service Rate = $1,280.00 Start-up & Training – Recommended Three (3) Days Including Travel o (1) day on site Travel and living expenses in addition to rate Overtime, weekend and holiday hours are additional, not included Time in addition to the above assumption will be added to the invoice

OPTIONAL ITEMS

D. OE Factory Certified Preventative Maintenance Plan Included in the PM plan are the following items

Knowledge and Expertise of our factory trained field service technicians Complete Service Documentation after the PM Service Visit Full Service Inspection Report after the PM Service Visit OEM Replacement Parts (for purchase) Global Field Service personnel strategically located for maximum coverage during emergencies PM Plans designed specifically for each system 2-5 year PM Service Plans available for maximum system optimization and minimal breakdowns

Daily Service PM Rate = $1,280.00 plus travel (Parts not included)

Number of days required depends on system size and accessibility Travel and expenses are added to the daily rate Parts will be added to the final PM Service Plan Overtime, weekend and holiday hours are additional

Page | 5

E. OE Factory Certified Installation Service In addition to our other services, we also provide installations of our equipment. Below is the base price to install the unit listed above. Note: this is only an estimate based on the following assumptions. A site walkthrough will be needed to clarify installation pricing.

We do not include moving or clearing any material or equipment blocking the work area.

HEE-Duall is not responsible for the relocation of obstructions, utilities, or equipment that may be required for installation.

We exclude all foundation work and/or containment curbs.

All utilities (electrical, water, and other piping) work is excluded.

We do not include any allowance for site specific safety training, certification, or special test.

We assume the proposed unit location will be easily accessible (ground level, outdoors, near overhead door, etc…) Installation to take place during standard working hours (Monday – Friday).

We include an articulating fork truck to set the unit in place.

Unloading of equipment by others.

OSHA ladders, platforms, and structures are not included (scaffolding excluded).

We do not include material disposal and/or disposal fees.

We do not include any city, agency, local, environmental, and/or air quality permits or fee’s.

A complete site walkthrough is required to verify installation pricing (PO acceptance dependent on site evaluation).

F. OE Factory Certified On Site Installation Supervision Services

If equipment is installed by others, we also offer installation supervision. Providing factory trained personnel to ensure proper installation eliminates issues and any delays during commissioning.

Daily Installation Supervision Services Rate = $1,280.00 plus travel Number of days depends on customer installation. Assumption = X days (incl travel) Travel and expenses are added to the daily rate Overtime, weekend and holiday hours are additional.

Page | 6

ITEMS NOT INCLUDED

Any Taxes, duty, brokerage fees, tariffs, import/export duties, etc.

Pump skid will be placed on-site by others Control Panel power wiring will be by others Other manufacturer field services

Page | 7

REPRESENTATIONS

All representations of equipment performance indicate an expected level of treatment efficiency based upon the process conditions provided by others. If specific performance guarantees are requested, they can be provided, if specific inlet conditions are guaranteed to be accurate. If required, please contact HEE-Duall® for a written performance guarantee prior to purchase.

If installation is purchased from HEE-Duall®, our personnel will balance your system as part of our installation service. This will be done at no additional cost to the purchaser provided that system start-up occurs immediately upon completion of equipment installation. If immediate start-up is not possible, and extra time at the site or a return trip is necessary, this balancing service will be an additional charge at the current per diem rate for a serviceman plus all expenses. Written notification indicating agreement to purchase this additional service is required prior to performing the service.

Warranty, System Design and performance is contingent upon proper installation, operation, and system air balancing. Any and all third party equipment shall be subject to warranty provided by third party.

If installation is provided by others, it shall be in strict accordance with the system Manufacturer’s instructions and recommendations. Care should be taken to make certain that the installer also provides system balancing. HEE-Duall® will not be responsible for inadequate system performance, or Warranty, due to improper installation, operation or balancing when these services are provided by others.

Customer expressly agrees and understands that Supplier needs to be notified immediately should there be a warranty or quality claim, and reasonable time to cure. Should customer decide to remediate directly, NO BACKCHARGES WHATSOEVER will be due by Supplier.

STATIC PRESSURE – The external static pressure for the proposed system has been estimated and may vary depending on actual field conditions. Increased costs due to static pressure increase or decrease shall be by customer.

CANCELLATION

In cases of cancellation of any order after said order has been acknowledged, the following fees schedule applies:

AFTER PURCHASE ORDER BUT PRIOR TO DRAWINGS SUBMITTAL 25%

AFTER DRAWING SUBMITTAL 40%

AFTER DRAWING APPROVAL AND PRIOR TO RECEIPT OF BUYOUTS 50%

AFTER DRAWING APPROVAL AND RECEIPT OF BUYOUTS 75%

AFTER FABRICATION BEGINS 85%-95%

AT COMPLETION OF FABRICATION 100%

Customer expressly agrees these amounts will become due and will be paid forthwith.

REQUIRED CLAUSE IN CONTRACT ON CANCELLATION:

“In the event of termination by Buyer, if Seller, at the time of such termination, shall have in stock or on firm order any completed or uncompleted items or any raw, semi-processed or completed materials for use in fulfilling this Agreement, Buyer may require Seller to deliver all or part of the completed or uncompleted items or any raw, semi-processed or completed materials to Buyer. If such requirement is executed and value of materials exceeds IV. Cancellation Fees as above, Buyer will adjust reimbursement to Seller accordingly.”

Page | 8

STANDARD MANUFACTURER’S CLARIFICATIONS AND EXCEPTIONS:

These systems use hazardous chemicals and potentially dangerous rotating equipment which must be operated and maintained by experienced, qualified, and trained personnel. During the course of installation, start-up and testing, the responsibility of safety is by Customer.

Unless otherwise stated the proposed equipment uses industry standard designs for gas and/or vapor absorption and high efficiency mist removal for typical mist loadings. Some process conditions may create non-typical aerosol emissions that may exceed standard mist eliminator capacity. The effects of corrosive aerosol mist exiting the scrubber outside of the efficiencies stated in this proposal are the responsibility of others. Contact HEE-Duall® for information on aerosol formation and recommendations for utilizing premium efficiency mist elimination techniques.

HEE-Duall® reserves the right to have field services such as (installation, start-up, training, and maintenance) provided by third party contractor of their choice.

The above referenced HEE-Duall® all Field Service scope of supply was proposed and priced without any consideration to any form of Confined Space Entry activities. If it is later deemed necessary to perform Confined Space Entry activities, HEE- Duall® reserves the right under a separate or amended proposal to propose the respective Field Service scope of supply utilizing a Non-Permit Required Confined Space Entry technique. If the customer or owner of the respective vessel has labeled the said vessel as Permit Required, HEE-Duall® will submit a plan to eliminate all the hazards (if possible) relating to said vessel and require the customer or owner to temporarily grant entry to the said vessel under a Non-Permit Required Confined Space Entry status. All costs associated with the review and approval of the submitted plan, any additional site training the customer or owner requires for vessel entry and manpower required to comply with Confined Space Entry requirements is the responsibility of the customer or owner.

Notice All material contained in this Quote is proprietary and shall be treated confidentially by all recipients. Your acceptance of this material constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. This Quote represents our interpretation of your requirements based on the specific information provided at time of inquiry and should discrepancies arise, modifications be made or understandings differ, we reserve the right to modify the Quote. This Quote is for this inquiry only and does not eliminate or supersedes any other agreements or obligations (financial or otherwise), between the parties.

This entire Quote is © 2017 HEE-Duall® Division of CECO Environmental , its business units, divisions and subsidiaries. The logos and proposed products and services are trademarks or registered trademarks of CECO Environmental in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.

Page | 9

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1. Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods, including equipment, machinery, materials, consumables (collectively, “Goods”) and services (“Services”) by CECO Environmental Corp. and all of its affiliated companies (collectively, “Seller”) to the buyer named on the signature line of these Terms (“Buyer”). Any provisions or conditions of Buyer’s order which are in any way inconsistent with, or in addition to these Terms shall not be binding on Seller, and shall not be applicable, except with Seller’s written acceptance.

(b) The accompanying quotation (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

(c) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

2. Delivery of Goods and Performance of Services.

(a) The Goods will be shipped within a reasonable time after the receipt of Buyer's purchase order. Seller shall not be liable for any delays, loss or damage in transit.

(b) Unless otherwise agreed in writing by the parties, for shipments within the continental USA, Seller shall ship the Goods FCA (per Incoterms 2010) from Seller’s factory to the designated delivery location (the “Delivery Point”). For international shipments, Seller shall ship the Goods Ex Works (per Incoterms 2010). The Goods shall be shipped using Seller's standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within ten

(10) days of Seller's written notice that the Goods have been shipped to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.

(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(e) Seller shall use commercially reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only.

(f) With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

(g) Any and all data books, instructions, operating manuals and specifications documents will be provided by Seller in an electronic format free of charge.

Bound versions may be provided at Buyer’s request, subject to additional charges.

3. Non-Delivery.

(a) The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within ten (10) days of the date when the Goods would in the ordinary course of events have been received.

(c) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

4. Title and Risk of Loss. Title and risk of loss passes to Buyer upon Seller’s delivery to the Delivery Point unless otherwise specified. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code.

5. Buyer's Acts or Omissions. If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Inspection and Rejection of Nonconforming Goods and Services.

(a) Buyer shall inspect the Goods within ten (10) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it promptly notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, any allegedly Nonconforming Goods to Seller's facility. If Seller determines that the

Page | 10

Goods are Nonconforming Goods, and exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Seller's expense and risk of loss, the replaced Goods to the Delivery Point, and shall reimburse Buyer for its return shipping costs.

(c) If Buyer timely notifies Seller of material deficiencies in the performance of the Services, Seller shall undertake to reperform the Services within a reasonable time.

(d) Buyer acknowledges and agrees that the remedies set forth in Section 6(b) and 6(c) are Buyer's exclusive remedies for the delivery of Nonconforming Goods and deficient Services.

(e) In no event shall Goods be considered Nonconforming for purposes hereof due to the Goods bearing a different, superseding or new part number or version number for the specified part number, provided that the Goods in question are substantially the same part as specified in Buyer’s order

7. Changes. Changes to Buyer’s order shall be handled as follows:

(a) Each party may at any time propose changes in the specifications of the Goods or Services, delivery schedules or scope of supply under these Terms (a “Change”). Seller is not obligated to proceed with any Change until both parties agree upon such Change in a written Change Order describing the Change and the resulting changes in Price and other provisions, as the parties may mutually agree. A Change may also be caused by changes in Buyer’s site-specific requirements or procedures, industry specifications, codes, standards or applicable laws or regulations.

(b) Upon such Changes, the Price, delivery schedule and the other provisions of these Terms will be adjusted to reflect additional costs or obligations incurred by Seller resulting from such Changes; provided, however, no adjustments will be made on account of a general change to Seller’s manufacturing or repair facilities resulting solely from a change in applicable laws or regulations applicable to such facilities. Unless otherwise agreed by the parties in a Change Order, pricing for Seller’s additional work resulting from a Change shall be at Seller’s then-current time and material rates.

(c) Notwithstanding the foregoing provisions of this Section 7, it shall not be considered a Change for purposes hereof solely due to Seller’s delivery of Goods bearing a different, superseding or new part number or version number for the specified part number, provided that the Goods in question are substantially the same part as specified in Buyer’s order.

8. Price.

(a) Buyer shall purchase the Goods and Services from Seller at the prices (the “Prices”) set forth in Seller's quotation or bid. Prices may be increased by Seller before delivery of the Goods, due to Buyer’s order modifications, changes to specifications, or delays caused by Buyer. In such event, these Terms shall be construed as if the increased prices were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased prices..

(b) Buyer agrees to reimburse Seller for all reasonable travel and out-of-pocket expenses incurred by Seller in connection with the performance of the Services.

(c) All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.

9. Payment Terms.

(a) Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the date of Seller's invoice. Unless otherwise provided in Seller’s quotation, Buyer shall make all payments hereunder in US dollars.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services if Buyer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.

(c) Progress payments specified in the Sales Confirmation will apply if the total Prices for the Goods and Services purchased hereunder is equal to or greater than $250,000.00 USD.

(d) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.

10. Suspensions and Cancellations.

(a) No cancellations of an order or any portion of an order by Buyer will be effective unless accepted by Seller in writing. Accepted cancellations will be subject to a charge to cover all costs and expenses incurred by Seller through the date of cancellation, plus reasonable cancellation costs and a reasonable profit margin on the completed work. Cancellation of orders for Goods made to order and not part of Seller’s regular stock will not be accepted after fabrication has commenced.

(b) In the event Buyer suspends Seller’s performance of work, Buyer shall reimburse Seller for all costs incurred by Seller as a result of the suspension, including, without limitation, all borrowing and opportunity costs. In the event a suspension exceeds 180 days in duration, in addition to being entitled to full reimbursement of costs, Seller shall have the unqualified right to cancel the unfinished portion of the order without liability.

11. Limited Warranty.

(a) Subject to the other provisions of this Section 11, Seller warrants to Buyer that for a period of the lesser of eighteen (18) months from the date of shipment of the Goods, or twelve (12) months after the Goods are initially placed in operation (“Goods Warranty Period”), that such Goods will materially conform to the specifications set forth in Buyer’s order and will be free from material defects in material and workmanship. The warranty for Services shall expire one (1) year after performance of the service, except that the warranty for software-related Services shall expire ninety (90) days after the performance thereof (“Services Warranty Period”). Seller shall have no liability for defects that arise after the warranty period has expired. These Warranty Periods may not be extended without Seller’s express written agreement.

(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(c) Any performance guarantee of Seller relating to the Goods with regard to compliance with any governmental specifications, including, without limitation, particulate levels or pollution controls, are specifically limited to the time of commissioning or start-up of the Goods in question. It is the Buyer’s responsibility to properly maintain the Goods, monitor system performance and take corrective actions.

Page | 11

(d) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 11(a) AND 11(b), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF

TRADE OR OTHERWISE.

(e) Products manufactured by a third party other than Seller’s agents and subcontractors (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 11(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. To the extent that Seller is entitled to assign any warranty of a third-party manufacturer, Seller will assign such warranties to Buyer.

(f) Seller shall not be liable for a breach of the warranties set forth in Section 11(a) and Section 11(b) unless: (i) Buyer gives written notice of the defective Goods or Services, as the case may be, reasonably described, to Seller within ten (10) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 11(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Buyer's cost for the examination to take place there; and

(iii) Seller reasonably verifies Buyer's claim that the Goods or Services are defective. If Seller determines the Goods are defective, Seller shall reimburse Buyer’s costs of shipping the Goods to Seller for examination.

(g) Seller shall not be liable for a breach of the warranty set forth in Section 11(a) and Section 11(b) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

(h) Seller’s warranties set forth in Section 11(a) and Section 11(b) are further conditioned on: (a) the proper storage, installation, operation and maintenance of the Goods and conformance with the proper operation instruction manuals provided by Seller or its suppliers or subcontractors; (b) Buyer keeping proper records of operation and maintenance during the applicable Warranty Period and providing Seller access to those records; and (c) modification or repair of the Goods only as authorized by Seller in writing. Seller does not warrant products or any repaired or replacement parts against normal wear and tear or damage caused by misuse, accident or use against the advice of Seller. Any modification or repair of Goods not authorized by Seller shall render the warranty null and void.

(i) Electrical components, excluding motors, are warranted only to the extent warranted by the original manufacturer. To the extent that Seller is entitled to pass through a warranty of the original equipment manufacturer of the electrical goods sold, Seller will pass through such warranties to Buyer. Seller uses commercially reasonable efforts to utilize materials that resist rust, but the warranty on metal and stainless steel components DOES NOT COVER RUST, OXIDATION, FADING or other BLEMISHES unless it also results in a loss of structural integrity or a failure of these components.

(j) Subject to Section 11(f) and Section 11(g) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller. ALL COSTS OF ACCESSING, DISMANTLING, DECONTAMINATION, AND REINSTALLATION OF GOODS, COST OF FREIGHT AND DREYAGE, AND THE TIME AND EXPENSES OF SELLER’S PERSONNEL FOR

SITE TRAVEL AND DIAGNOSIS ONSITE UNDER THIS WARRANTY SHALL BE BORNE BY BUYER.

(k) Subject to Section 11(f) and Section 11(g) above, with respect to any Services subject to a claim under the warranty set forth in Section 11(b), Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.

(l) THE REMEDIES SET FORTH IN SECTION 11(j) AND SECTION 11(k) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 11(a) AND SECTION 11(b).

12. Intellectual Property Rights.

(a) Buyer acknowledges and agrees that: (i) any and all Seller's intellectual property rights are the sole and exclusive property of Seller or its licensors; (ii) Buyer shall not acquire any ownership interest in any of Seller's intellectual property rights under this Agreement; (iii) any goodwill derived from the use by Buyer of Seller's intellectual property rights inures to the benefit of Seller or its licensors, as the case may be; (iv) if Buyer acquires any intellectual property rights, rights in or relating to any Goods (including any rights in any trademarks, derivative works or patent improvements relating thereto) by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller or its licensors, as the case may be, without further action by either of the parties; and (v) Buyer shall use Seller's intellectual property rights solely for purposes of using the Goods under this Agreement and only in accordance with this Agreement and the instructions of Seller.

(b) Buyer shall not: (i) take any action that interferes with any of Seller's rights in or to Seller's intellectual property rights, including Seller's ownership or exercise thereof; (ii) challenge any right, title or interest of Seller in or to Seller's intellectual property rights; (iii) make any claim or take any action adverse to Seller's ownership of Seller's intellectual property rights; (iv) register or apply for registrations, anywhere in the world, for Seller's trademarks or any other trademark that is similar to Seller's trademarks or that incorporates Seller's trademarks; (v) use any mark, anywhere that is confusingly similar to Seller's trademarks; (vi) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Goods or any Seller's trademarks; (vii) misappropriate any of Seller's trademarks for use as a domain name without prior written consent from Seller; or (viii) alter, obscure or remove any Seller's trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the Goods, marketing materials or other materials that Seller may provide.

13. Seller’s Intellectual Property Indemnification.

(a) Subject to the terms and conditions of this Agreement, including Section 13(b) and Section 13(c), Seller shall indemnify, defend and hold harmless Buyer from and against all losses awarded against Buyer in a final non-appealable judgment arising out of any claim of a third party alleging that any of the Goods or Buyer receipt or use thereof infringes any intellectual property right of a third party.

(b) If the Goods, or any part of the Goods, becomes, or in Seller's opinion is likely to become, subject to a claim of a third party that qualifies for intellectual property indemnification coverage under this Section 13, Seller shall, at its sole option and expense, notify Buyer in writing to cease using all or a part of the Goods, in which case Buyer shall immediately cease all such use of such Goods on receipt of Seller's notice.

(c) Notwithstanding anything to the contrary in this Agreement, Seller is not obligated to indemnify or defend Buyer against any claim (direct or indirect) under Section 13(a) if such claim or corresponding losses arise out of or result from, in whole or in part, (i) Buyer's marketing, advertising, promotion or sale or any product containing the Goods; (ii) use of the Goods in combination with any products, materials or equipment supplied to Buyer by a person other than

Page | 12

Seller or its authorized representatives, if the infringement would have been avoided by the use of the Goods not so combined; (iii) any modifications or changes made to the Goods by or on behalf of any person other than Seller or its representatives, if the infringement would have been avoided without such modification or change; or (iv) Buyer’s failure to use any updated or corrected version of the Goods; or (v) Seller’s adherence to Buyer’s specifications.

(d) THIS SECTION 13 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF SELLER AND THE SOLE AND EXCLUSIVE

REMEDY FOR BUYER FOR ANY LOSSES COVERED BY SECTION 13.

14. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS

ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 14 SHALL APPLY EVEN IF BUYER’S REMEDIES UNDER THIS AGREEMENT FAIL OF

THEIR ESSENTIAL PURPOSE.

(c) The limitation of liability set forth in Section 14(b) shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct or (ii) death or bodily injury to the extent resulting from Seller’s negligent acts or omissions.

15. Compliance with Law.

(a) Generally. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

(b) OFAC Representation and Warranty. Buyer is in compliance with the International Emergency Economic Powers Act (50 U.S.C. § 1701) and all other Laws administered by OFAC or any other Governmental Authority imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against countries (“Embargoed Countries”) and persons designated in such Laws (collectively, “Embargoed Targets”). Buyer is not an Embargoed Target or otherwise subject to any Economic Sanctions Law.

(c) OFAC Covenant. Without limiting the generality of Section 15(a), Buyer shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Buyer shall not: (i) directly or indirectly export, re-export, transship or otherwise deliver the…