Am5_W912PL-12-R-0018.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES

1 1

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE 4. REQUISITION/PURCHASE 5. PROJECT NO. (If applicable) 0005 June 15, 2012

6. ISSUED BY CODE W912PL 7. ADMINISTERED BY(If other than item 6)

CODE

USACE-LOS ANGELES DISTRICT

CONTRACTING DIVISION, WEST REGION BRANCH

P.O. BOX 532711

LOS ANGELES, CA 90053-2325

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP code) 9A. AMENDMENT OF SOLICITATION

NO.

W912PL-12-R-0018

9B. DATED (SEE ITEM 11)

May 24, 2012

10A. MODIFICATION OF

CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers is extended, is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning _1_ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (if required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A

ITEM 10A

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT ADMINISTRATIVE CHANGES(such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO AUTHORITY OF FAR 43.103(b)

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)

DESIGN AND CONSTRUCTION OF A WATER TREATMENT AND DISTRIBUTION SYSTEM, FORT IRWIN

SAN BERNARDINO COUNTY, CALIFORNIA

Revised and Added Pages: See Attached SF 30 Continuation Page.

Except as provided herein, all terms and conditions of the document reference in item 9A or 10A, as Heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICE (Type or print)

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

BY

(Signature of contracting officer)

16C. DATE SIGNED

NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)

PREVIOUS EDITION UNUSABLE Prescribed by GSA

SF 30 (Continuation Page)

DESIGN AND CONSTRUCTION OF A WATER TREATMENT AND DISTRIBUTION SYSTEM, FORT

IRWIN

SAN BERNARDINO COUNTY, CALIFORNIA

NOTICE TO ALL BIDDERS

This Amendment forms a part of the Contract Documents and modifies the original Bidding Documents dated May 24, 2012 and as noted below. This Amendment shall become a part of the Contract Documents to the same extent as though it has been written into the body thereof and bound therein. This Amendment is applicable to the items affected and all bidders are held responsible for the contents herein. Acknowledgement of receipt of this Amendment shall be so noted in the space provided on the Bid Form. Failure to do so may subject the Bidder to disqualification.

Revised Pages

01 10 13 - 5

Revised Specification Sections

The following revised Attachment 1, noted as Amendment 5and as listed below, is to replace the original specification sections from the Bid Documents dated May 24, 2012. Appendix A, noted as Amendment 5 and as listed below, is to replace the revised Appendix A as part of Amendment 3, dated June 12, 2012, from the Bid Documents.

Section No. Name of section

ATTACHMENT 1 TO EXPLANATION GE PROPOSAL, TERMS, AND CONDITIONS

OF BID ITEMS

APPENDIX A WATER TREATMENT PLANT AND SUPPORTING

FACILITIES

Added Pages to Specification Sections

The following addendum to Appendix J: Environmental Assessment/Initial Study, noted as Amendment 5 and as listed below, is to be included with the original specification sections from the Bid Documents dated May 24, 2012.

Finding of No Significant Impact: Environmental Assessment of the Construction and Operation of Fort Irwin’s Water Treatment Plant and Bicycle Lake Water Main Extension, Fort Irwin, California

FY12 WATER TREATMENT AND DISTRIBUTION SYSTEM SPECIFICATION NO.: 1858

FT. IRWIN, CA

Section 01 10 13 - Page 5 of 14 Amendment No. 0005 power needs and costs for temporary power required by Contractor shall be coordinated with SCE at no additional costs to the Government. New infrastructure operational costs will be covered by the Government. The Contractor shall provide all chemicals, and other items as required for startup, including the first 90-days of operation, unless otherwise indicated. Initial operation (including required maintenance and repairs) shall be performed by the Contractor with state of California licensed operator(s). After 90-days, the Government will operate process units and facilities without support of the Contractor. During this 90 day phase, for startup and commissioning, the Contractor shall pay for all analytical testing, including but not limited to labor and materials as required for sampling and shipping should the analysis be performed offsite.

1.4.1 Water Recycle: During the filling of tanks and other equipment, the Contractor shall recycle the DO water within the WTP and its unit operations. All water shall be conserved as much as practical and in accordance with the approved water conservation plan.

PART 2 PRODUCTS: NOT USED

PART 3 EXECUTION

3.1 GENERAL

The Contractor shall schedule a project meeting to discuss test schedule, test methods, materials, chemicals and liquids required, facilities operations interface, and Government involvement within 45 days prior to commencement of startup/commissioning phase. The Contractor shall designate and furnish one or more personnel to coordinate and expedite testing and facility startup. The Contractor shall provide temporary valves, gauges, piping, test equipment and other materials and equipment required for testing and startup. The Contractor shall arrange and provide subcontractors and equipment manufacturer's/vendor’s staff with technical expertise and process knowledge during the performance of equipment testing, facility start up and commissioning of the plant to prevent any delays. For the testing, startup and commissioning of the plant, the Government will provide allowable points of connection for water withdrawal as required for startup, unless otherwise indicated. No charge will be made for water as long as its draw and use complies with the approved “Water Conservation Plan.” The Contractor shall operate process units and facilities as long as necessary until each unit operation passes its individual requirements. System commissioning shall not begin until all individual pieces of equipment have passed and been certified ready for incorporation into the unit operation process. Each unit operation process shall be certified by the Contractor’s process Quality Control engineer before the commission process shall be allowed to start. All unit operations must be “ready-to-go” before the commissioning process officially begins. The commissioning process shall not begin until all process unit operations have been individually cleared and approved as “ready-to-go.” The SCADA system shall be readied also prior to commencement of the process commission. The Contractor shall provide all necessary labor, materials, and equipment as required for laboratory analyses.

3.1.2 Failures and restarts shall be dealt with in accordance with paragraphs

3.3.2 and 3.3.3 as described in this specification.

3.2 EQUIPMENT TESTING

GE Confidential and Proprietary Information

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 1

Proposal For:

Bidding Contractors US Army Corps of Engineers

Fort Irwin Project EDR WTP System

Proposal No. 113259, Revision 1 March 23rd, 2012

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 2

GE Water& Process Technologies Confidential and Proprietary Information

GE Water & Process Technologies (“Seller”) submits the information contained in this document for evaluation by Buyer only. Buyer agrees not to reveal its contents except to those in Buyer’s organization necessary for evaluation. Copies of this document may not be made without the prior written consent of Seller’s Management. If the preceding is not acceptable to Buyer, this document shall be returned to Seller.

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 3

Table of Contents

1 Technical and Engineering Details

1.1 Basis of Design

1.2 Feed Water Quality Constraints

1.3 EDR Feed, Product and Waste Water Quality

1.4 Influent Water Variability

1.5 System Summary

2 Seller’s Scope of Supply

2.1 Summary of Seller’s Scope of Supply

2.2 EDR Train

2.3 Technical Advisory Services for Commissioning & Startup

3 Buyer’s Scope of Supply

3.1 Summarized Equipment Supply by Buyer

3.2 Safety and Environmental

3.3 Jobsite and Installation Review

3.4 Start-Up and Commissioning

3.5 Facility Management

4 Commercial Offer

4.1 Pricing Table

4.2 Price Validity

4.3 Taxes

4.4 Order Confirmation Centre

4.5 Freight

4.6 Bonds

4.7 Invoicing and Payment Terms

4.8 Equipment Shipment and Delivery

4.9 Terms and Conditions

4.10 Exceptions and Clarifications

Appendix A Terms and Conditions of Sale Commercial Terms and Conditions

Appendix B Standard Seller’s Warranty: Electrodialysis Reversal (EDR) Cation & Anion Membranes Introduction Mechanical Warranty EDR Cation and Anion membranes Warranty

Appendix C EDR Systems References

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 4

1 Technical and Engineering Details

1.1 Basis of Design

The design solution proposed is based on the values below provided in the tender document.

Product water capacity per train 1,500,000 USGPD

Hours per day of operation 24

Days per year of operation 365

Maximum expected product water fluoride content, mg/l 1.3

Maximum expected product water arsenic content, µg/l 7.5

Maximum expected product water nitrate content, mg/l 7.5

Minimum water recovery 92%

1.2 Feed Water Quality Constraints

The EDR feed water must comply with the following parameters at all times. The EDR equipment has been designed on the understanding that contaminants and fouling constituents will be removed from the raw feedwater by pretreatment processes installed upstream of the EDR trains.

Parameters ,unit Limit pH (Continuous) 1-9

Iron (dissolved) 0.3 mg/l max

Manganese (dissolved) 0.1 mg/l max

H2S 0.1 mg/l max

Aluminum 0.1 mg/l max

Free Chlorine (Max-continuous) 0.5 mg/l

Free Chlorine (Max, Shock) 30.0 mg/l

Oil and Grease 2.0 mg/l (Infrared Method)

COD 50.0 mg/l (as O2)

TOC 15.0 mg/l

Turbidity (Max, Continuous) 0.5 NTU

Turbidity (Max, Intermittent) 2.0 NTU

SDI5 (Max, Continuous) 10-12

SDI5 (Max, Intermittent) 15

MBAS < 1 ppm

Anionic Dispersant 0 ppm

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 5

1.3 EDR Feed, Product and Waste Water Quality

The following water quality performance parameters are expected upon equipment start-up and will be demonstrated during the equipment performance test, carried out during the commissioning of the plant.

Feed Water Quality Data Constituent Unit Ambient

Scenario Low TDS

Scenario 1C Moderately

Low TDS Scenario 4A

Moderately High TDS

Scenario 5A

High TDS Scenario

Calcium mg/l 24.75 7.03 10.1 68 31.6

Magnesium mg/l 4.2 1.97 2.03 10 5.4

Sodium mg/l 167.8 139 171.9 168.9 213.4 Potassium mg/l 8.9 2.5 5.1 9.4 10.3

Strontium mg/l 0.4 0.4 0.4 0.65 0.4 Barium mg/l 0.02 0.02 0.03 0.04 0.02

Ammonium mg/l <0.05 <0.05 <0.05 <0.05 <0.05

Bicarbonate mg/l 178.6 201 201.00 140 227.9 Sulfate mg/l 123.9 75.4 113.30 130 158.7

Chloride mg/l 104.6 38 66.00 211 133.4 Fluoride mg/l 5.1 10 7.50 5.5 8.75

Nitrate mg/l 20.3 4.4 25.70 20.3 32.4 Ortho PO4 mg/l <0.05 <0.05 0.00 <0.05 <0.05

Arsenic µg/l 25 40 28 40 30

Silica mg/l 52.3 20.5 23 20.3 66.7 pH IU 7.79 8.2 7.5 8.1 7.79

TDS mg/l 690 510 626 790 890 Conductivity µS/cm 1006 750 937 1237 1273

Projected Product Water Quality

Scenario Low TDS

Scenario 1C Moderately

Low TDS Scenario 4A

Moderately High TDS

Scenario 5A

High TDS Scenario

Calcium mg/l 1.79 0.42 0.85 4.52 1.96

Magnesium mg/l 0.36 0.14 0.20 0.79 0.39 Sodium mg/l 21.94 14.23 24.74 21.44 23.26

Potassium mg/l 0.87 0.19 0.55 0.9 0.84 Strontium mg/l 0.02 0.02 0.02 0.0 0.02

Barium mg/l 0.0 0.0 0.0 0.0 0.0

Ammonium mg/l 0.02 0.01 0.0 0.0 0.02 Bicarbonate mg/l 30.28 25.14 36.89 22.32 31.49

Sulfate mg/l 9.45 4.32 9.65 9.18 9.89 Chloride mg/l 11.38 3.0 7.78 21.57 11.67

Fluoride mg/l 0.89 1.28 1.37 0.92 1.26 Nitrate mg/l 2.38 0.37 3.27 2.24 3.06

Ortho PO4 mg/l 0.0 0.0 0.0 0.0 0.0

Arsenic µg/l 2.72 3.16 3.30 4.09 2.62 Silica mg/l 52.3 20.5 23 20.3 66.7 pH IU 7.02 7.3 6.76 7.3 6.93 TDS mg/l 131.7 69.7 108.3 104.2 150.6

Conductivity µS/cm 134.1 81.7 140.7 150.8 142.1

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 6

Projected Waste Water Quality

Scenario Low TDS

Scenario 1C Moderately

Low TDS Scenario 4A

Moderately High TDS

Scenario 5A

High TDS Scenario

Calcium mg/l 288.74 82.99 116.47 798.0 372.49

Magnesium mg/l 48.4 23.03 23.09 115.97 63.0 Sodium mg/l 1845 1,574 1864 1,865 2,400

Potassium mg/l 101.21 29.07 57.46 107.12 119.13 Strontium mg/l 4.78 4.79 4.73 0.23 4.8

Barium mg/l 0.23 0.24 0.35 0.47 0.24

Ammonium mg/l 0.42 0.46 0.0 0.38 0.43 Bicarbonate mg/l 1,849 2,216 2,088 1,418 2395

Sulfate mg/l 1,440 892.84 1,305 1,519 1,870 Chloride mg/l 1,182 441.7 736 2,402 1,548

Fluoride mg/l 53.51 110.27 78.01 58.14 94.88

Nitrate mg/l 226.34 50.7 283.68 227.98 369.85 Ortho PO4 mg/l 0.0 0.0 0.0 0.0 0.0

Arsenic µg/l 281.22 463.68 312.06 452.98 344.82 Silica mg/l 52.3 20.5 23 20.3 66.7 pH IU 7.85 8.27 8.13 7.55 7.64 TDS mg/l 7,099 5,466 6,592 8,535 9,309

Conductivity µS/cm 9,089 7,003 8,434 11,116 11,539

Design Notes:

Note 1: The feed water pressure required at the inlet to the EDR train is 60 psig, which is downstream of the cartridge filters. This will be provided by the EDR feed pumps to be supplied by others.

Note 2: The plant capacity is designed for the flow requirement shown in the tender documents.

Note 3: The water quality achieved by the proposed treatment system meets the requirements for all parameters.

Note 4: The EDR system can tolerate changes in feed water quality by adjusting the power supplied to the EDR stack and by reducing the plant recovery as necessary

1.4 Influent Water Variability

In the event that the influent water exceeds the specifications used in engineering this proposal or the water source changes, the ability of the water treatment system to produce the designed treated water quality and/or quantity may be impaired. Buyer may continue to operate the system, but assumes the risk of damage to the system and/or additional costs due to increased membrane cleanings and consumable usage. Additional supplemental equipment can be purchased from Seller, which in certain cases can restore normal production rates and minimize system damage.

1.5 System Summary

1.5.1 Product Flow

Parameters

Design capacity per train, USGPD 1,500,000

Operating trains 4

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 7

Redundant trains 1

Note that all five trains can be operated simultaneously to provide a peak production capacity of 7,500,000 US gallons per day if required.

1.5.2 Waste Flows

Parameters Flow

EDR Wastewater per train, USGPD 130,435

Total flow to waste treatment, USGPD 521,740

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 8

2 Seller’s Scope of Supply

The proposed water treatment system is configured as five (5) x trains of EDR desalination equipment and ancillary items. Feed water pumping to the system will be by others, and various other items of equipment will be required to be supplied by Buyer/Others as detailed in the scope of supply tables shown in this section. The major components of each train are described in the following paragraphs.

2.1 Summary of Seller’s Scope of Supply

Equipment Supply

Five (5) ea, EDR 2020 (8/3) units, comprising Seller’s standard components as follows:

15 ea Reversal Modules (B) 5 ea Reversal Modules (A) 120 ea Mk-IV-2 Membrane Stacks with Interconnecting Materials 20 ea Membrane Stack Outlet Modules 10 ea Rectifier/Transformer Cabinets (97 kVA rating) 1 ea Main PLC Cabinet with dual/redundant A-B PLC’s & Allen Bradley Panel View 5 ea Local HMI panels, with one A-B PLC in each Cabinet 5 ea 40 HP Brine Pump and Motor 20 ea Sets of Membrane Stack Interconnection Materials 2 ea Membrane Stack Lift Device 4 ea Membrane Tubs 1 ea Membrane Table Std 2020 Instrumentation Package (except for cartridge filters)

Refer to Seller’s Process & Instrumentation (P&ID) Drawing Package -113259-AP-01 for additional definition of scope of supply by Seller.:

113259-AP-01 rev 0B 113259-AP-02 rev 0A

Services Supply

a. Project Mgmt & Engineering: Includes allowances for five (5) Person trips totaling twenty (20) days for GE attendance at Design & Coordination Review meetings with Buyer & USACE.

b. Field-Service: Outlined number of days of Field Service “at site”, including 8 trips.

2.2 EDR Train

Number of Trains Five (5)

Model Manufacturer

2020-8L-3S PRE 60Hz GE Power & Water

Mechanical design code ASME and ANSI

Electrical design code NEC and NEMA

Performance Data

Design Product Flow Rate 1,500,000 USGPD per train

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 9

Feed Flow Rate 1,630,435 USGPD per train Recovery 92% minimum Salt Removal 81% minimum System Inlet Pressure 50 60 psig

Major Components

Inlet Reversal Module type A Manufacturer Quantity

GE Water 1 per train

Degas Blower Model CDD-125/Equal Manufacturer Colasit/Equal Quantity 1 Motor HP and Type 0.37 kW, TEFC

Inlet Reversal Module type B Manufacturer Quantity

GE Water 3 per train

Outlet Module Manufacturer Quantity

GE Water 4 per train

EDR Stacks Model MK-IV-2 Number of Lines 8 Number of Stacks 24 per train Cell Pairs per Stack //600// Hydraulic Stages per Stack 1 Electrical Stages per Stack 1

Concentrate Recycle Pump Duty 921 gpm @ 50 psi differential Model 3196 MTi 4x6-13 Manufacturer Goulds or equal Quantity 1 Motor HP and Type 40 HP, TEFC

Rectifier Manufacturer Emerson Enclosure Rating NEMA 12 Stage 1 Rectifier Rating 105 amp Quantity 1 per train Stage 2 Rectifier Rating 75 amp Quantity 1 per train Stage 2 Rectifier Rating 25 amp Quantity 1 per train Power requirement 460VAC, 3-phase, 60Hz

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 10

EDR Train Control System- 1 per train (per CVO/350494B 40 99 90) Components Processor Allen Bradley Control Logix with Ethernet Enclosure NEMA 12 Operator Interface terminal

Allen-Bradley PanelView 300

O I display Allen-Bradley PanelView Plus 1500 Operator Interface 12” colour screen

Control Screens Included

Set points Screen, System Overview Modules Detail Product Water Detail Feed Water Detail Rectifier Detail Alarm Detail (power loss, PLC I/O fault, control power fault, emergency stop, data network failure

EDR Master Control System – 1 per plant (per CVO/350494B 40 99 90)

Components Processor Allen Bradley Control Logix with Ethernet Enclosure NEMA 12 Operator Interface terminal

Allen-Bradley PanelView 300

O I display Allen-Bradley PanelView Plus 1500

Materials of Construction for major items Filter Housing FRP, Feed Piping PVC, Product Piping PVC, Wastewater Piping PVC, Concentrate Recycle Pump Housing 316L SS, Concentrate Recycle Pump Internals 316L SS, Reversal and Outlet Module Frames Carbon Steel, Primed & Epoxy Painted Valves SS or PVC dependent upon size and type

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 11

2.3 Technical Advisory Services for Commissioning & Startup

The proposed equipment is provided with Seller’s Field Service Representation (FSR) onsite for equipment inspection, commissioning, start-up and testing of the equipment as well as the training of plant operators. Seller has included these services in its scope of supply and the expected number of man-days on site expected will be as shown in the following table:

Tasks – Inclusive Of Following Est. Duration Trips FSR Time Allowed (Days)

Pre-start up Inspection 5

Pre-commissioning 5

Individual Train Functional Test 12 h 5

All Trains Functional Test 24 h 1

CIP Test 2 h 1

Prep for Performance Test

Performance Test 4 days 8

Test Report Preparation

Operator Training (classroom) 3 days 5

Operator Training (practical) 50 days 60

Miscellaneous 10

TOTALS 8 103

Note - If additional onsite Field Service Representative time is required for Seller’s commissioning scope due to Buyer / Owner’s changes in scope or delays in completion of installation, additional charges will apply, billed at Seller’s published Field Service Labor Rates.

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 12

3 Buyer’s Scope of Supply

All delivery or services not specified in the Seller’s Scope of Supply are included in the Buyer’s Scope of Supply.

3.1 Summarized Equipment Supply by Buyer

The following Equipment and Services that are required for the proper performance & operation of the proposed EDR WTP system are excluded from Seller’s scope of supply and will be provided by Buyer / Others

Delivery of equipment to site Civil works Mechanical and electrical installation materials as required Main system interconnecting piping as required Interconnecting electrical (AC and DC power), instrumentation and control wiring MCC for EDR equipment (including all VFDs where needed) EDR Main Feed Pumps and motors (5 each) Main Feed Pump VFD’s (5 each) EDR Concentrate pump VFD (5 ea) rated at 40 HP on 460/3/60 power supply Feed water Cartridge Filter housings (5 each), valves and instrumentation Chemical Feed Systems (main feed chemical dosing plus EDR train dosing systems) Air Compressor Unit with Pressure Regulating Valves and Solenoid Valves CIP System to Seller’s Design All local piping and flow control at EDR units (except for brine pump area)

Details of the design of this equipment have been shown in the original CH2M Hill specifications and drawings, and Seller has included Engineering Services to coordinate with the selected contractor to develop the final equipment design. Seller retains final approval for equipment outlined above and to be supplied by Buyer/Others that is required for proper and correct operations of the EDR system.

3.2 Safety and Environmental

First aid and emergency medical response Eyewash and safety showers in the water treatment area Chemical spill response Security and fire protection systems per local codes Environmental use and discharge permits for all chemicals at the Buyer’s facility either listed in this document or proposed for use at a later date Any special permits required for Seller or Buyer’s employees to perform work related to the water treatment system at the facility All site testing, including soil, ground and surface water, air emissions, etc.

Disposal of all solid and liquid waste from the Seller’s system Provide appropriate protection of the environment & local community, the health and safety of all workers and visitors at the site and the security of the facility. Provide safety related equipment & services such as site security, fire systems, lifting equipment and its operation, Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 13 fall protection, adequate floor grating, ventilation, and safe access to equipment & electrical systems areas.

Provide equipment and trained support personnel for any confined space entry required during equipment installation/startup/commissioning/servicing. For permit-required confined space entry, a qualified rescue team on stand-by and available to respond within 4 minutes of an emergency.

The Buyer will identify and inform Seller’s personnel of any hazards present in the work place that could impact the delivery of Seller’s ’s scope of supply and agrees to work with Seller to remove, monitor, and control the hazards to a practical level.

The Buyer will provide training to Seller’s personnel on all relevant and standard company operating procedures and practices for performing work on site. Such training programs may include, but are not limited to, general environmental health and safety (EHS), HAZOP, fire protection, drug testing, incident notice, site conduct, standard first aid, chemical receiving, electrical safety, etc. Buyer will provide a certificate of training for Seller’s personnel. This program will be fully documented, training materials will be provided, and attendance list will be kept.

3.3 Jobsite and Installation Review

Levelling and preparation of the sites Review of Seller’s supplied equipment drawings and specifications Raw Water Tanks ,Product water Tanks, Backwash Tanks & Wastewater Tanks as required Installation of CIP Tank, All interconnecting piping and wiring Overall plant design, detail drawings of all termination points where Seller’s equipment or materials tie into equipment or materials supplied by others Stamping, signing or sealing of general drawings as per Federal, State, Provincial or local regulations or codes (excludes structural designs – where required) All applicable civil design and works, including any building, site preparation, grading, excavations, piping supports, structural steel, foundations and trenches and accessories.

For ergonomic design, Seller assumes that the bottom of free-standing equipment will not be elevated (by any combination of leveling devices and housekeeping pads) to more than 150 mm (6 inches) above the floor adjacent to the equipment

All easements, licenses and permits required by governmental or regulatory authorities in connection with the supply, erection and operation of the system

All applicable civil design and works, including any building, site preparation, grading, excavations, foundations, and trenches and accessories

All electrical labor and supplies, including fittings, conduit, supports, cable trays, wire and hardware, and air conditioned panels as required for installation and ongoing operations including interconnections between MCC and power equipment and DC power cables between rectifier panels and EDR membrane stacks

All labor and supplies including fittings, conduit, supports, cable trays, wire and hardware required to appropriately ground / earth the equipment as required for installation and ongoing operations

All mechanical labor and supplies including interconnecting piping, heat tracing (if required), fittings, conduit, pipe supports, structural steel and hardware as required for installation and ongoing operations

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 14

All instrumentation & automatic pneumatic valves including, but not limited to, air / sample line tubing, fittings, conduit, supports, isolating valves as required for installation and ongoing operations

All access structures (scaffolding) and mechanical lifting equipment (cranes, forklifts, and scissor lifts)

Providing a suitable site/shelter for the placement of the proposed equipment, either inside appropriate housing, or outdoors, taking into account the local & seasonal climatic conditions. Note: electrical and controls equipment, including the PLC, may require air-conditioned rooms or enclosure to prevent overheating of sensitive electronic equipment or damage to LCD screens and care should be taken to shield or locate control cables away from high power cables to prevent interference.

Storage of membranes / stacks on site. These must be stored in a sheltered area, protected from freezing, direct sunlight or extreme heat, and sealed as shipped until ready for use.

Storage should be in a dark, dry, level area, out of direct sunlight, and maintained at a temperature of 5-38C (39-95F). It is recommended that the EDR stacks not be stored longer than necessary prior to installation. Coordinate with Seller for appropriate shipment times.

Maximum recommended storage duration of an EDR stack is six (6) months from the date of shipment. If these timescales are exceeded Seller can provide instructions to extend the storage period.

Bulk chemical storage & tanks, including secondary containment in accordance with local codes

Receiving, off-loading, logging, & storing all chemicals and materials in accordance with Manufacturer’s recommendation that are shipped to the site

Compressed instrument air for pneumatic valves and instruments Telephone / fax / modem access for Seller’s staff while on site Laboratory services, operating and maintenance personnel during equipment check out, start-up and operation Any on-site painting or touch-up painting of equipment supplied Disposal of membrane preservative. Preservative is a solution of water, sodium benzoate, hydrochloric acid, and PVP iodine. This solution can be disposed to drain.

Padlocks & Door locks Installation of equipment external to transportable buildings

3.4 Start-Up and Commissioning

Installation and removal of temporary screens (1 mm mesh / 0.5 mm mesh) on all process lines entering the membrane system / basins to prevent membrane damage

Flushing and disinfection of all piping and membrane tanks Verification of removal of all residual debris from construction Supply raw materials, chemicals and utilities during start-up and operation Telephone / fax / modem access for Seller’s staff while on site Laboratory services, operating and maintenance personnel during equipment checkout, start-up and operation Loading of media, membranes, stacks, modules, and resins Commissioning & testing of equipment external to transportable buildings

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 15

3.5 Facility Management

Warehouse storage space and facilities, as are available at the site, and are reasonably appropriate to store parts, consumables, tools, etc. in accordance with manufacturers’ recommendations. Such warehouse storage space will be a segregated area, secured and protected from adverse climate as may be reasonably required. Buyer will be responsible for risk of loss of Seller’s parts while in storage at the site. Buyer will maintain Seller’s parts stored at the site free and clear of any and all liens of Buyer and Buyer’s lenders, bondholders, contractors, and other creditors of any nature.

Free access and egress of the facility for all authorized work for Seller’ staff Workshop facilities with standard workshop tools and equipment, as is reasonably appropriate, those that are necessary to meet the repair and maintenance requirements of the system. Such equipment includes, but is not limited to, benches, vices, drill press, electric saws, hand tools, power tools, pneumatic tools, etc.

All access structures (scaffolding) and mechanical lifting equipment (cranes, forklifts, and scissor lifts)

Adequate illumination and emergency lighting for all areas in which Seller’s staff will be executing the scope of supply

Equipment for movement of chemical drums, totes, and resin, as is reasonable All site utilities such as raw water, instrument quality air, potable water, and power required for operation of the proposed equipment included in this scope of supply.

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4 Commercial Offer

4.1 Pricing Table

Pricing for the proposed Equipment & Services as outlined in Seller’s Scope of Supply Section 2 is summarized in the table below. All pricing is based on the operating conditions and influent water analysis that are detailed in the Basis of Design section of this proposal.

Price: All Equipment & Service

BASE

EDR 2020 System x Five (5) Trains

Project Management / Engineering Services

FSR Onsite Services @ 103 Days Over 8 Trips

Design & Special Coordination Meetings

TOTAL SYSTEM PRICE

ADDER

Freight – CIP (Project Site)

Twenty (21) Trucks

GE Guelph, ONT & GE Westborough, MA

$8,460,000.00 USD

+ $140,000.00 USD (estimated)

Note - For clarification purposes, this proposal is submitted with the understanding that all Products and Services provided by Seller shall be considered “commercial items” as defined in FAR Part 2, 2.101 and in accordance with FAR 52.244-6. To the full extent permitted under FAR Part 12, the terms and conditions of FAR 52.212-4 are replaced by the Seller’s Terms and Conditions previously submitted or set forth herein. To the extent the Buy American Act, Trade Agreements Act, or other domestic preference requirements are applicable to this Agreement, the country of origin of Goods is unknown unless otherwise specifically stated by Seller in this Agreement. Buyer agrees that any Services offered by Seller are exempt from the Service Contract Act of 1965 (FAR 52.222-41). Buyer represents and agrees that this Agreement is not funded in whole or in part by American Recovery Reinvestment Act funds unless otherwise specifically stated in the Agreement.

4.2 Price Validity

The quoted system price will be valid until December 1st, 2012. If a formal Purchase Order is not received and accepted by Seller within this Validity Period, both the pricing and delivery schedule are subject to review and adjustment.

The proposed system pricing is based upon receipt by Seller of a Notice to Proceed (NTP) from Buyer for manufacturing/equipment procurement being provided by March 31st, 2013. In the event the NTP is not received before this date, the equipment and service prices contained herein will be subject to adjustment for any increase in the North American Consumer Price Index + 1.0%. This adjustment will be from the end of the proposal validity date to the date of the NTP for manufacturing/equipment procurement is received.

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If a formal NTP for equipment manufacturing/procurement is not received and accepted within three (3) months of the NTP referenced above, Seller will be afforded the right to review and adjust the scope of supply, pricing and delivery schedule offered herein.

4.3 Taxes

Pricing provided herein does not include any taxes.

Seller’s price and schedule shall be based on applicable Federal and /State laws, local ordinances, codes, and standards as well as duties, sales or use taxes in effect as of the date of Seller’s proposal. Should such laws, codes, taxes and standards change and increase the cost of performing the work or impact the schedule, Seller shall, upon notice to Buyer of such, be entitled to an equitable adjustment of price and /or schedule. Similarly, should such laws, codes, taxes and standards change and decrease the cost of performing the work, Buyer shall be entitled to an equitable adjustment of price.

4.4 Order Confirmation Centre

In order to facilitate efficient order handling, Seller has instituted an Order Confirmation Centre (OCC). All Purchase Orders or Contracts being issued to Seller are to be directed to OCC following the methods indicated below:

VIA EMAIL: Geequipmentpo@ge.com

VIA FACSIMILE: 905-469-2236

VIA COURIER: For USA Clients GE Osmonics, Inc.

5951 Clearwater Drive

Minnetonka, MN

55343-8995

USA

Attn: OCC

4.5 Freight

The following freight terms used are as defined by INCOTERMS 2010.

All base pricing is FCA-Designated GE Factory, it is anticipated that the equipment will be provided from two (2) Seller facility locations – GE Guelph, ONT and GE Westborough, MA.

If Buyer elects to include Freight in Seller’s Scope as outlined in section 4.1 above, the estimated adder pricing above will be confirmed by Seller at time of order. Seller will deliver all equipment as CIP-Project Site (Ft. Irwin Army Base, CA).

Delivery to the site is conditional upon provision of access roads of a nature that will permit access by tractor-trailers. Off-loading & positioning of the equipment at the project site is not included.

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4.6 Bonds

A Performance and/or Labor & Material Payment Bond(s) with a value of 100% of the amount of the quoted price is included in the above pricing.

The Bond(s) will remain in effect from 15 days from Acceptance of a Purchase Order until one year after Substantial Completion or twenty-four (24) months from Acceptance of a Purchase Order, whichever is the earlier. Any extension of the Bond(s) to include additional construction time or additional operations time following Substantial Completion shall be at additional cost to the Buyer.

4.7 Invoicing and Payment Terms

The pricing quoted in this proposal is based upon the following payment terms, subject to approval of Buyer credit (all payments are net 30 days):

10% on Approval of Shop Drawings;

80% on Shipment of Equipment (partial shipments permitted);

10% on Completion of Commissioning, or Net 60 Days From Equipment Shipment Whichever Occurs First

No financial allowance has been made for any Holdbacks on submitted invoices.

4.8 Equipment Shipment and Delivery

Typical Drawing Submission and Equipment Shipment Schedule

8-10 Wks

2-3 Wks

38-48 Wks (Custom) 2 Wks

Acceptance of PO

Submission of Drawings

Drawings Approval** NTP

Equipment Mfg’ing

Equipment Shipment

Plant Operations Manuals

This estimated delivery schedule assumes no more than 2-3 weeks for Buyer review of submittal drawings. Any delays in Buyer approvals or requested changes may result in additional charges and/or a delay to the schedule.

Operator training will occur when preferred by the Buyer, but no later than 2 weeks prior to the scheduled plant start-up.

The delivery schedule is presented based on current workload backlogs and production capacity. If a formal purchase order is not approved within the period of validity of this proposal, the delivery schedule is subject to review and adjustment. Current estimated

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 19 delivery is based upon order placement before the end of calendar year 2012 is anticipated to be ten (10) months from date of Notice To Proceed (NTP) for delivery of the EDR stacks.

The time indicated for approval submittals can be staged in order to provide design details in 3-4 weeks (P&IDs, Manufacturer’s cut sheet, Bill of Materials, etc.) with detailed fabrication drawings and electrical drawings being submitted at the end of the submission period.

To facilitate & minimize onsite equipment storage requirements Seller & EPC will develop an equipment delivery schedule to suit the overall construction schedule. It is expected that the mechanical & electrical equipment to be provided by Seller will be delivered to site for installation prior to the delivery of the EDR stacks. It is estimated that if all Seller provided equipment was requested to be delivered at the same time the required onsite storage space would be approximately 10,000 square feet.

4.9 Terms and Conditions

By accepting our proposal, the Buyer agrees to include Seller’s proposal as a contract document in any Procurement Agreement. This proposal has been prepared and is submitted based on Seller’s General Terms and Conditions of Sale as attached in Appendix A.

4.10 Exceptions and Clarifications

4.10.1 Exceptions

Seller would like to note the following exceptions:

1. While we have met with the performance specifications of the RFQ and have met the general intent of the developed mechanical and electrical specifications, we have effectively taken blanket exception and have proposed Seller’s packaged, pre-engineered and skid mounted EDR treatment equipment.

2. Given that the current offer is based upon the specification documents developed by CH2M Hill, should there be any revisions to these specifications or any changes to the scope of supply resulting from any USACE specification, then Seller reserves the right to revise this offer accordingly.

3. The design of the EDR equipment offered by Seller is based upon the feed water quality constraints that are shown in section 1.04 table A of the CH2M Hill specification CVO/350494B 4 32 58 dated June 30th 2009, and upon the feed water chemical analysis and characteristics tabulated in section 1.2 and 1.3 of this proposal. If these conditions are not met, Seller will not be held responsible for the performance of the system or for the quality of the water produced by the system.

4.10.2 Clarifications

Seller would like to note the following list of clarifications:

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 20

1. Raw Water Tanks, Product Water Tanks; Backwash Tanks & Wastewater Tanks are excluded from Seller’s scope of supply.

2. Items & Equipment shown in section 3 as being the responsibility of Buyer / Others are also excluded from Seller’s scope of supply.

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Appendix A.

Terms and Conditions of Sale

Commercial Terms and Conditions

1. Definitions. All terms not defined herein shall be defined in the Form of Agreement or the Special

Conditions.

2. Exclusive Terms and Conditions. Together with any other terms the parties agree to in writing, these

General Terms and Conditions form the exclusive terms (“Agreement”) whereby Buyer agrees to purchase, and Seller agrees to sell Equipment and to provide advice, instruction and other services in connection with the sale of that Equipment (“Services”). Notwithstanding any provisions communicated in any way by Buyer to Seller prior to this Agreement including any terms contained in any request for quote by Buyer, Buyer agrees that this Agreement will control the relationship by accepting Equipment and Services from Seller, even if Buyer sends to Seller other terms and conditions to which Seller may not respond. This Agreement may only be revised by a change order approved in writing by both parties.

3. Equipment and Services. The Equipment to be delivered and the Services to be provided shall be as set out in this Agreement.

4. Prices and Payment. Buyer shall pay Seller for the Equipment and Services in accordance with the Payment Schedule. Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Seller’s invoice. If Seller shall have any doubt at any time as to Buyer's ability to pay, Seller may decline to make deliveries except on receipt of satisfactory security. Seller may require a Letter of Credit or other payment guarantee, in which case the stated amount of the guarantee will be adjusted by Buyer in the event of any currency-based adjustment to prices or payment amounts per the Payment Schedule, and Buyer shall deliver the adjusted guarantee within five (5) days of request by Seller. Buyer agrees to reimburse Seller for collection costs, including 2% interest per month (not to exceed the amount permitted by applicable law), should Buyer fail to timely pay. Buyer shall have no rights to make any deduction, retention, withholding or setoff relating to any payments due under this Agreement.

5. Taxes and Duties. Unless expressly stated, the prices quoted herein do not include any taxes or duties. Buyer shall be directly responsible, and reimburse Seller, for the gross amount of any present or future bond, sales, use, excise, value-added, or other similar tax or duty applicable to the price, sale or delivery of any Equipment or services furnished hereunder. Buyer shall furnish Seller with evidence of tax exemption acceptable to taxing authorities if applicable.

6. Delivery. Unless otherwise specified in this Agreement, Seller shall deliver all Equipment to Buyer FCA

(Incoterms 2010) Seller’s facility. The time for delivery of the Equipment to Buyer shall be specified in this Agreement. Seller’s sole liability for any delay in delivery of the Equipment shall be as expressly set out in this Agreement. The place of delivery specified herein shall be firm and fixed, provided that Buyer may notify Seller no later than 45 days prior to the scheduled shipment date of the Equipment of an alternate point of delivery. Provided the parties agree to a change order to take into account any additional cost or delay incurred by Seller in implementing this change, the alternate place of delivery shall become the agreed place of delivery for all purposes under this Agreement. Failure by Buyer to take delivery of the Equipment shall be a material breach of this Agreement.

7. Title and Risk of Loss. Title and risk of loss to the Equipment shall be transferred from Seller to Buyer upon delivery in accordance with this Agreement. Title and risk of loss to the Services shall pass as they are performed.

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8. Shipment to Storage. If any part of the Equipment cannot be delivered when ready due to any cause not attributable to Seller, Seller may ship such Equipment to storage. If such Equipment is placed in storage, then (i) title and risk of loss shall thereupon pass to Buyer if it had not already passed; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoice(s); (iii) all expenses incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be payable by Buyer upon submission of Seller’s invoice(s); (v) the Services provided herein shall be subsequently changed to the rate prevailing at the time of actual use and Buyer shall pay the net increase; and (vi) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of the Equipment.

9. Warranties and Remedies. Seller warrants that the Equipment shall conform to any specifications set out in this Agreement and shall be free from defects in material and workmanship; and that the Services shall be performed with the degree of skill which can reasonably be expected from a seller engaged in a comparable business and providing comparable services under comparable circumstances. Seller’s warranty does not cover the results of improper handling, storage, installation, commissioning, operation or maintenance of the Equipment by Buyer or third parties, repairs or alterations made by Buyer without Seller's written consent, influent water which does not comply with agreed parameters, or fair wear and tear.

Unless otherwise expressly provided in this Agreement, the foregoing warranties are valid:

(a) for chemicals and Services, for 6 months from their date of delivery or the provision of Services;

(b) for consumables, including Filters and Membranes, 12 months from their date of delivery,

(c) for Equipment other than chemicals and consumables, the earlier of, 15 months from delivery or shipment to storage, or 12 months from start-up/first use.

(d) For Equipment not manufactured by Seller, the warranty shall be the manufacturer’s transferable warranty only.

Any claim for breach of these warranties must be promptly notified in writing, and Buyer shall make the defective item available to the Seller, or the claim will be void. Seller’s sole responsibility and Buyer’s exclusive remedy arising out of or relating to the Equipment or Services or any breach of these warranties is limited to repair or (at Seller’s option) replacement of defective items of Equipment at Seller’s facility, and re-performance of defective Services. Due to on-going advances in Seller’s technology and design, Seller reserves the right to replace with substitute equipment provided such does not materially affect the form, fit or performance of the Equipment. Buyer shall make maintenance and operation records available to the Seller upon request during the warranty period.

Buyer is not entitled to extend or transfer this warranty to any other party. The foregoing warranties and remedies are in lieu of and exclude all other warranties and remedies, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose.

Unless otherwise expressly stipulated in this Agreement, Seller gives no warranty or guarantee as to process results or performance of the Equipment, including but not limited to product quality, flow, production, capacity, membrane life, chemical consumption, regulatory compliance or energy consumption.

10. Buyer’s Responsibilities. Unless otherwise stipulated in this Agreement, the unloading, handling, storage and installation of the Equipment shall be the responsibility of the Buyer. Seller will not control the actual operation of either Buyer’s systems or the Equipment at the Site. Buyer shall also:

Proposal No. 113259, Revision #1, March 23rd, 2012 #2, June 14, 2012- Valid until December 1st, 2012 Page 23

(a) provide Seller with complete and accurate…