HomeMy WebLinkAboutRES NO 005-2023RESOLUTION NO. 005-2023
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RESOLUTION DETERMINING THAT PARTS
REQUIRED FOR THE CLOTH MEDIA FILTER
AND ITS CONTROLS LOCATED AT
WASTEWATER TREATMENT PLANT NO. 3
CANNOT BE REASONABLY OBTAINED
THROUGH THE USUAL BIDDING PROCEDURES
AND AUTHORIZING THE FINANCE DIRECTOR
TO DISPENSE WITH BIDDING THEREFOR, NOT
TO EXCEED ONE HUNDRED FIFTY THOUSAND
DOLLARS ($150,000).
WHEREAS, Wastewater Treatment Plant No. 3 (WWTP 3) has a tertiary treatment
system that produces up to two million gallons of reclaimed water per day; and
WHEREAS, replacement parts for the tertiary treatment system are only available
from Aqua -Aerobic Systems, Inc. (Aqua -Aerobic), as stated in the sole source letter
attached hereto as Exhibit A and incorporated by reference herein; and
WHEREAS, WWTP 3 is in need of replacement parts including but not limited to
cloth media socks, effluent port seal, actuators, controls, and miscellaneous parts for
which Aqua -Aerobic submitted a quote attached hereto as Exhibit B and incorporated
by reference herein; and
WHEREAS, the Public Works Director recommends the Council find the purchase
of replacement parts and services required for WWTP 3 can only be reasonably
obtained from Aqua -Aerobic, because Aqua -Aerobic is the sole distributor of the
required parts and services for the City's geographical area, and recommend the
Council dispense with bidding requirements, in accordance with subsection D.2 of
Section 3.20.060 of the Bakersfield Municipal Code.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as
follows:
1. The above -recitals are true and correct and incorporated herein by
reference.
2. Based on the facts included in the above recitals, the purchase of the
required parts and services can only be reasonably obtained from Aqua -
Aerobic, because Aqua -Aerobic is the sole distributor of the required parts for
the City's geographical area.
3. The expenditure of funds for required parts and services shall not exceed One
Hundred Fifty Thousand Dollars ($150,000).
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—Page 1 of 2 Pages— o s�
SAPlant 3\Contracts\Aqua-Aerobic\2022\Resolution.docx OORIGINALr�,
4. The Finance Director is authorized to dispense with bidding in accordance
with Section 3.20.060 of the Bakersfield Municipal Code
I HEREBY CERTIFY that the foregoing Resolution was passed and adopted, by the
Council of
the .ty of Bakersfield at a regular meeting thereof held on
by the following vote:
✓ ``// V/ ✓ �
t� COUNCILMEMBER ARIAS, GONZALES,•iAIEtR, SMITH, FREEMAN, -GRAY, KAUR
NOES: COUNCILMEMBER
ABSTAIN: COUNCILMEMBER
COUNCILMEMBER
J LIE DRIMAKIS, MMC
ITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED: JAN 112023
By _�X� C/
KAREN GOH
Mayor
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
SHUA RUDNICK
puty City Attorney II
IA,
--Page 2 of 2 Pages—
S:\Plant 3\Contracts\Aqua-Aerobic\2022\Resolution.docx
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OORIGINAL�l
ACLLIA-AEROBIC SYSTEMS. INC.
A fA.r:.m�xr Cur.�wry
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January 3, 2023
Correspondence ID#: AAL-37392
Bakersfield WWTP #3
Attn: David Weatherley
8101 Ashe Road
Bakersfield, California 93313
USA
Ph# 661-326-3258
Email: dweatherly@bakersfieldcity.ca.us
Project: BAKERSFIELD WWTP, CA
RE: Sole Source Letter AASI ID# 102346F
Dear David,
The Aqua -Aerobic Systems, Inc. (AASI) AquaDiskO Cloth Media Filter is of
Aqua -Aerobic proprietary design, fabricated to AASI specifications. Aqua -Aerobic is the exclusive
original equipment manufacturer of the AquaDiskO Cloth Media Filters at the Bakersfield WWTP
located in Bakersfield, CA. As such, all equipment and components are manufactured to AASI
specifications, the exclusive vendor supplier for this equipment; this includes all types of
replacement cloths and filter control logic.
Sincerely,
Leann Torrisi
Administrative Assistant - AMS
CC: MISCO Water / ph#: 949-458-5555
Steve Wallace / swallace@miscowater.com
gA
Aeration & Mixing Biological Processes I Filtration Membranes Process Control & Monitoring I Aftermarket Part8� Services
ORIGINAL
6306 N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501 f 815.654.2508 www.aqua-aerobic.com
AO UA-AEROBIC SYSTEMS, INC.
A Metawater Company
TO: City of Bakersfield WWTP
6901 McCutchen Rd.
Bakersfield
CA 93313
USA
ATN: David Weatherly
CC: MISCOwater South - Steve Wallace
Proposal#: 155125
PROJECT: CITY OF BAKERSFIELD WWTP
PROPOSAL DATE: November 30, 2022
The following Notes apply to Aqua -Aerobic Systems' proposal:
- We are pleased to quote, for acceptance within 60 days of this date; prices and terms on goods listed below.
- Equipment will be furnished by Aqua -Aerobic Systems, Inc. with unloading of goods by the Buyer. -
- The equipment in this proposal shall be installed by Aqua -Aerobic Systems Field Service personnel.
- This proposal is for the upgrade of the PLC and Operator Interface for the customer's existing filter.
Cloth Media Filters
AquaDisk Controls w/o Starters
1 Parts for upgrading controls for (1) filter:
- Modicon M340 processor(s).
-.Communication Module
-AC Power Supply 36W
Back plane(s).
-Input module(s).
- Output module(s).
- Terminal strip(s).
-Analog input module(s).
- Operator interface, SQ-D MAGELIS XBTGT4330.
AquaDisk Installation/Freight Domestic
1 Installation Services and Freight Package will be provided as follows:
- Installation of the equipment listed in this proposal.
- Freight to jobsite
The Following Notes apply to Aqua -Aerobic Systems' Proposal:
We expect record set drawings to be completed and in transit to you approximately 4-8* weeks after receipt of
order with acceptable terms and conditions and guarantee of payment. We expect shipment of equipment (transit
time excluded) will be approximately 30-36 weeks from transmittal of record set drawings and release for
manufacture. Any changes to the record set drawings may result in price adder(s). *Schedules may be adjusted at
time of order placement, depending upon existing order backlog. Weeks quoted are actual working weeks.
- Schedule changes due to supply chain disruption may impact the above quoted times. Aqua -Aerobic Systems will
advise if/when any such disruption applies.
- F.O.B. ORIGIN; TITLE AND RISK OF LOSS: All prices and all shipments of goods are F.O.B. Aqua -Aerobic
Systems, Inc.'s.plant at Loves Park, Illinois. Delivery of the goods sold hereunder to the carrier shall be deemed
delivery to the Buyer, and upon such delivery, title to such goods and risk of loss or damage shall be upon BvRk,(,
f- m
6306 N. Alpine Rd. Loves Park; IL 61111-7655 p 815.654.2501 f 815.654.2508 www.aqua-aerobic.comr—
Copyright 2022, Aqua -Aerobic Systems, Inc Page Po livAL
PROPOSAL DATE: November 30, 2022 Proposal#: 155125 AQUA AEROi3:ICSYSTEMS, INC.
. ® AMota�votaCo+W1^Y
- TAXES: State and/or local taxes are not included in the price but will be charged unless we receive a valid sales
exemption certificate, direct pay permit, or other documentation required specifically by the taxing entity prior to
Shipment.
PAYMENT TERMS: Subject to credit approval and guarantee of payment, payment Net.30 days from date of
each shipment; no retainage allowed.
Additional Notes:
- We clarify Aqua -Aerobic Systems, Inc. (AASI) is not a licensed California contractor. If a purchase order is placed
that includes on -site labor, AASI further clarifies our technicians will perform the work as an equipment supplier
servicing. our equipment. AASI's scope of supply does not include any licenses, permits, etc.
- The filter will need to be off line during the controls upgrade. .
- Note: If yourAqua-Disk filter is connected to a plant wide control system and you perform a controls upgrade, then
modifications to your plant wide control system may be required to account for new PLC memory addresses in the
Aqua -Disk filter controls, and plant wiring changes may be required as well.
- The Aqua -Aerobic Systems Field Service technician will dispose of the existing controls equipment.
- Any controls components .not referenced in this proposal shall be reused.
- Service to be scheduled during normal business hours.
GOODS QUOTED ABOVE WILL BE SOLD SUBJECT ONLY TO THE TERMS AND CONDITIONS OF SALE SET
FORTH HEREIN. ANY DIFFERENT OR ADDITIONAL TERMS ARE HEREBY OBJECTED TO.
Parts & Shipping: $23,336
Installation:. $7,530
Total Price: $30,866
6
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6306 N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501. f 815.654.2508 www.aqua-aeroblc.com �
Copyright 2022, Aqua -Aerobic Systems, Inc Page 2 of 4
ACZUA-AEROBIC
PROPOSAL DATE: November 30, 2022 Proposal#: 155125 SYSTEMS, INC.
a A VWt tM Company
TERMS AND CONDITIONS OF AQUA -AEROBIC SYSTEMS, INC. (A Metawater Company)
Page 1 of 2
This offer and all of the goods and sales of Aqua -Aerobic Systems, Inc. are subject only to the following terms and conditions. The acceptance of any
order resulting from this proposal is based on the express condition that the Buyer agrees to all the terns and conditions herein contained. Any terms
and conditions in any order, which are in addition to or inconsistent with the following, shall not be binding upon Aqua -Aerobic Systems, Inc. This
proposal and any contract resulting therefrom, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard
to conflicts of laws principles.
PAYMENT
Unless specifically stated otherwise, quoted terns are Net 30 Days from shipping date. Past -due charges are 1.5% per month and will apply only on
any past -due balance. Aqua -Aerobic Systems, Inc. does not allow retainage of any invoice amount, unless authorized in writing by an authorized
representative of our Loves Park, Illinois office.
DURATION OF QUOTATION
This proposal of Aqua -Aerobic Systems, Inc. shall in no event be effective more than 30 days from date thereof, unless specifically stated otherwise,
and is subject to change at any time prior to acceptance.
SHIPMENT
Shipping dates are not a guarantee of a particular day of shipment and are approximate, being based upon present production information, and are
subject to change per the production schedules existing at time of receipt of purchase order. Aqua -Aerobic Systems, Inc. shall not be responsible for
any delay in shipment for causes beyond its control including, but not limited to, war, riots, strikes, labor trouble causing interruption of work, fires,
other casualties, transportation delays, modification of order, any act of governmental authorities or acts of God. Quoted shipment dates in this
proposal are approximate dates goods will be shipped and, unless agreed to in writing by Aqua -Aerobic Systems, Inc., Buyer may not postpone or
delay the dates of shipment of goods from our plant or from our supplier's plants beyond the dates set forth in this proposal.
TITLE AND RISK OF LOSS
All prices and all shipments of goods are F.O.B. Aqua -Aerobic Systems, Inc.'s plant at Loves Park, Illinois unless specifically stated otherwise.
Delivery of the goods sold hereunder to the carrier shall be deemed delivery to the Buyer, and upon such delivery, title to such goods and risk of loss
or damage shall be upon Buyer.
TAXES
Prices quoted do not include any taxes, customs duties, or import fees. Buyer shall pay any and all use, sales, privilege or other tax or customs duties
or import fees levied by any governmental authority with respect to the sale or transportation of any goods covered hereby. If Aqua -Aerobic Systems,
Inc. is required by any taxing authority to collect or to pay any such tax, duty or fee, the Buyer shall be separately billed at such time for the amounts
Aqua -Aerobic Systems, Inc. is required to pay.
INSURANCE
Unless the goods are sold on a CIF basis, the Buyer shall provide marine insurance for all risks, including war and general coverage.
SECURITY
If at any time the financial responsibility of the Buyer becomes unsatisfactory to Aqua -Aerobic Systems, Inc., or Aqua -Aerobic Systems, Inc.
otherwise deems itself insecure as to receipt of full payment of the purchase price from Buyer hereunder, Aqua -Aerobic Systems, Inc. reserves the
right to require payment in advance or security or guarantee satisfactory to Aqua -Aerobic Systems, Inc. of payment in full of the purchase price.
LIMITATION OF ACTION
No action shall be brought against Aqua -Aerobic Systems, Inc. for any breach of its contract of sale more than two years after the accrual of the cause
of action thereof, and, in no event, unless the Buyer shall first have given written notice to Aqua -Aerobic Systems, Inc., of any claim of breach of
contract within 30 days after the discovery thereof.
CANCELLATION CLAUSE
No acceptance of this proposal, by purchase order or otherwise, may be modified except by written consent of Aqua -Aerobic Systems, Inc. nor may it
be cancelled except by prior payment to Aqua -Aerobic Systems, Inc. the following sums as liquidated damages therefore: 1) If cancellation is prior to
commencement of production and prior to the assumption of any obligations by Aqua -Aerobic Systems, Inc. for any materials or component parts, a
sum equal to 15% of the total purchase price; 2) If cancellation is after the commencement of production or after the assumption of any obligations by
Aqua -Aerobic Systems, Inc. for any materials or component parts, a sum equal to the total of the direct, out-of-pocket expenses incurred to the date of
cancellation for labor, machine time, materials and any charges made to us by suppliers for cancellation, plus 30% of the total purchase price. All
charges and expenses shall be as determined by Aqua -Aerobic Systems, Inc. In the event any items are used by Aqua -Aerobic Systems, Inc. to fill a
subsequent order, then upon receipt of payment for such order, Aqua -Aerobic Systems, Inc. shall pay the Buyer a sum equal to the direct out-of-
pocket expenses previously charged and received from Buyer.
PROPRIETARY INFORMATION
This proposal, including all descriptive data, drawings, material, information and know-how disclosed by Aqua -Aerobic Systems, Inc. to Buyer in
relation hereto is confidential information intended solely for the confidential use of Buyer, shall remain the property of Aqua -Aerobic SystembJVfr",.
and shall not be disclosed or otherwise used to the disadvantage or detriment of Aqua -Aerobic Systems, Inc. in any manner.
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6306 N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501 f 815.654.2508 www.aqua-aerobic.com
Copyright 2022, Aqua -Aerobic Systems, Inc Page 3 of 4
AQUA -AEROBIC
PROPOSAL DATE: November 30, 2022 Proposal#: 155125 SYSTEMS, INC.
w AWtoxolu Co wq
TERMS AND CONDITIONS OF AQUA -AEROBIC SYSTEMS, INC. (A Metawater Company)
Page 2 of 2
QUALIFIED ACCEPTANCE AND INDEMNITY
In the event the acceptance of this proposal by Buyer either is contingent upon or subject to the approval by any thud party such as, but not limited to,
a consulting engineer, with respect to goods, parts, materials, descriptive data, drawings, calculations, or any other matter, then upon such approval by
any third party, Aqua -Aerobic Systems, Inc. shall have no liability to Buyer or to any third party so long as the goods sold and delivered by Aqua -
Aerobic Systems, Inc. conform to this proposal. In the event any such third party requires modifications in the proposal prior to the approval thereof,
Aqua -Aerobic Systems, Inc. may at its sole option and without liability to any party elect to cancel this proposal or return the purchase order to Buyer.
In the event Aqua -Aerobic Systems, Inc. elects to modify this proposal to conform to the requirements for approval by any third party, Aqua -Aerobic
Systems, Inc. in such event shall have no liability to Buyer or to any third party so long as the goods sold and delivered by Aqua -Aerobic Systems,
Inc. conform to this proposal as modified.
Buyer agrees to indemnify and save harmless Aqua -Aerobic Systems, Inc. from and against all costs and expenses and liability of any kind
whatsoever arising out of or in connection with claims by third parties so long as the goods sold hereunder conform to the requirements of this
proposal as approved by any third party.
WARRANTY; LIMITATION OF LIABILITY; AND DISCLAIMER
In return for purchase and fWl payment for Aqua -Aerobic Systems, Inc. goods, we warrant new goods provided by us to be free from defects in
materials and workmanship under normal conditions and use for a period of one year from the date the goods are put into service, or eighteen months
from date of shipment (whichever first occurs). If the goods include an "Endura Series" motor, the complete Endura Series unit shall be warranted by
Aqua -Aerobic to be free from defects in materials and workmanship under normal conditions and use for three years from the date the product is put
into service or 42 months from the date of shipment (whichever occurs first).
OUR OBLIGATION UNDER THIS WARRANTY IS EXPRESSLY AND EXCLUSIVELY LIMITED to replacing or repairing (at our factory
at Loves Park, Illinois) any part or parts returned to our factory with transportation charges prepaid, and which our examination shall show to have
been defective. Prior to return of any goods or its parts to our factory, Buyer shall notify Aqua -Aerobic Systems, Inc. of claimed defect, and Aqua -
Aerobic Systems, Inc. shall have the privilege of examining the goods at Buyer's place of business at or where the goods have otherwise been placed
in service. In the event this examination discloses no defect, Buyer shall have no authority to return the goods or parts to our factory for the further
examination or repair. All goods or parts shall be returned to Buyer, F.O.B. Loves Park, Illinois. This warranty shall not apply to any goods or part
which has been repaired or altered outside our factory, or applied, operated or installed contrary to our instruction, or subjected to misuse, chemical
attack/degradation, negligence or accident. This warranty and any warranty and guaranty of process or performance shall no longer be applicable or
valid if any product, including any software program, supplied by Aqua -Aerobic Systems, Inc., is modified or altered without the written approval of
Aqua -Aerobic Systems, Inc. Our warranty on accessories and component parts not manufactured by us is expressly limited to that of the manufacturer
thereof.
THE FOREGOING WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND OF
ALL OTHER LIABILITIES AND OBLIGATIONS ON OUR PART, INCLUDING ANY LIABILITY FOR NEGLIGENCE,
STRICT LIABILITY, OR OTHERWISE; AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE IS EXPRESSLY DISCLAIMED; AND WE EXPRESSLY DENY THE RIGHT OF ANY
OTHER PERSON TO INCUR OR ASSUME FOR US ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF
ANY GOODS PROVIDED BY US. THERE ARE NO WARRANTIES OR GUARANTEES OF PERFORMANCE UNLESS
SPECIFICALLY STATED OTHERWISE.
UNDER NO CIRCUMSTANCES, INCLUDING ANY CLAIM OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE,
SHALL AQUA -AEROBIC SYSTEMS, INC. BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,
COSTS OF CONNECTING, DISCONNECTING, OR ANY LOSS OR DAMAGE RESULTING FROM A DEFECT IN THE
GOODS. LIMIT OF LIABILITY: AQUA -AEROBIC SYSTEMS, INC.'S TOTAL LIABILITY UNDER THE ABOVE
WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE PART. THE REMEDIES SET
FORTH HEREIN ARE EXCLUSIVE, AND OUR LIABILITY WITH RESPECT TO ANY CONTRACT OR SALE, OR
ANYTHING DONE IN CONNECTION THEREWITH, WHETHER IN CONTRACT, IN TORT, UNDER ANY
WARRANTY, OR OTHERWISE, SHALL NOT, IN ANY CASE, EXCEED THE PRICE OF THE GOODS UPON WHICH
SUCH LIABILITY IS BASED.
Final acceptance of this proposal must be given to Aqua -Aerobic Systems, Inc. at their office in Loves Park, Illinois. Please
acknowledge acceptance by signing the proposal and returning it to Aqua -Aerobic Systems, Inc.
Accepted by:
Company:
Offer Respectfully Submitted,
Denise Uchacz, Aftermar t Sales Representative O� BA/f�
By: Date: Aqua -Aerobic Systems, Inc. P
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6306 N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501 f 815.654.2508 www.aqua-aerobic.com ORIC�Nq�o
Copyright 2022, Aqua -Aerobic Systems, Inc Page 4 of 4
AILA-At KVISII: JYJ 1 tMJ, lNl .
A Molarafa, Compairy
m
TO: Bakersfield WWTP #3
8101 Ashe Road
Bakersfield, California 93313
USA -
ATN: David Weatherly
CC: MISCOwater South,Steve Wallace
If billing and/or shipping address is different, please advise.
Aftermarket Proposal # 66623
PROJECT: CITY OF BAKERSFIELD WWTP
Bakersfield, CA
USA-MUN
PROPOSAL DATE: November 30, 2022
MY Description Unit Price Total Price
We are pleased to quote, for acceptance within 30 days of this date, prices and terms on equipment listed below.
Shipment of equipment will be completed after receipt of purchase order with mutually acceptable terms and
conditions, subject to credit approval. *Note: Availability is quoted on an in -stock basis and may vary at the time of
order.
***Lead Time: 2-3 Business Weeks***
*** Please note:
Our customer service schedule is currently running 10-12 business weeks from receipt of purchase order
AASI will be participating in our upcoming holiday shutdown for Christmas (Dec. 26 - Dec. 30), affecting
anticipated completion times.
72 Filter Cloth Sock $319.00 $22,968.00
OptiFiberPES-130 Polyester type
Chlorine resistant
Part number 2966911
1 Centertube Viton V ring Seal, part # 2607719 $1,100.00 $1,100.00
6 Nibco to RCI actuator & Valve retrofit kit, part # 2965324 $1,881.96 $11,291.76
1 AASI Field Service Technicians on site for installation of $53,547.24 $53,547.24
the equipment listed in this proposal.
PROPOSAL NOTES:
1. Freight to jobsite is included, FOB Loves Park, Illinois as included in the Pricing Summary, below.
2. Payable net 30 days from date of shipment subject to credit review, no retainage allowed.
3. State and/or local taxes will be charged unless we receive a valid tax exemption certificate, diregIlyx'
permit, or other documentation required specifically by the taxing entity prior to shipment.
6300X'Alpine Rd.. Loves Park, IL 61111-7655 p.815.654.2501 f 815.654 2508 www.a,qua-aerobic.com ORIGINAL
Copyright 2022, Aqua -Aerobic Systems, Inc Printed: November 30, 2022 Page 1 of 4
Proposal Date: November 30, 2022 Proposal #,66623AQA-AEROBIC
V.- SYSTEMS; INC.
ALWet otorOwrpa"
4. It shall be the customer's responsibility to: offload the shipments, stop flow from entering the filters during
the installation process and dispose of any waste material.
5. Any additional equipment identified during the installation as needing to be repaired or replaced would
represent an additional cost.
6. Aqua -Aerobic Systems' offer is based upon the supply of Aqua -Aerobic Systems' standard equipment as
described within this proposal, including the warranty as included within Terms and Conditions of
Aqua -Aerobic Systems, Inc., and Aqua -Aerobic. Systems' standard factory test(s) prior to shipment.
Aqua -Aerobic Systems' scope of supply does not include any process or performance guarantees or
warranties or process or performance testing unless specifically detailed within this proposal.
7. Service to be scheduled during normal business hours.
8. Schedule changes due to supply chain disruption may impact the above quoted shipment time(s).
Aqua -Aerobic Systems will advise if/when any such disruption applies.
9. We clarify Aqua -Aerobic Systems, Inc. (AASI) is not a licensed California contractor. If a purchase order
is placed that includes on -site labor, AASI further clarifies our technicians will perform the work as an
equipment supplier servicing our equipment. AASI's scope of.supply does not include any licenses,
permits, etc.
Pricing Summary
Equipment and/or Accessories:
Freight:
$88,907.00
$1,500.00
Total Job Price: $90,407.00
Material and/or services not specifically listed in this proposal are not included in the quoted TOTAL JOB PRICE and are
to be supplied by others.
Goods quoted above will be sold subject to the terms and conditions of sale set forth on the face hereof and the following
pages entitled "Terms and Conditions of Aqua -Aerobic Systems, Inc. (A MetaWater Company)": Any different or additional
terms are hereby objected to.
p� 6AKF?
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ORIGINAL
6306 N. Alpine Rd:.Loves Park; IL 61.111-7655 p 815.654.2501 f 815.654 2508 ;%Vww1aqua-aero'bic.con4
Copyright 2022, Aqua -Aerobic Systems, Inc Printed: November 30, 2022 Page 2 of 4
AQUA -AEROBIC
Proposal Date: November 30, 2022 Proposal # 66623 0. SYSTEMS, INC.
Ahlelm OWCOmAp y
TERMS AND CONDITIONS OF AQUA -AEROBIC SYSTEMS, INC (A Metawater Company)
Page 1 of
This offer and all of the goods and sales of Aqua -Aerobic Systems, Inc. are subject only to the following terms and conditions. The acceptance of any
order resulting from this proposal is based on the express condition that the Buyer agrees to all the terms and conditions herein contained. Any terms
and conditions in any order, which are in addition to or inconsistent with the following, shall not be binding upon Aqua -Aerobic Systems, Inc. This
proposal and any contract resulting therefrom, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard
to conflicts of laws principles.
PAYMENT
Unless specifically stated otherwise, quoted terms are Net 30 Days from shipping date. Past -due charges are 1.5%per month andwill apply only on
any past -due balance. Aqua -Aerobic. Systems, Inc. does not allow retainage of any invoice amount, unless authorized in writing by an authorized
representative of our Loves Park, Illinois office.
DURATION OF QUOTATION
This proposal of Aqua -Aerobic Systems, Inc shall in no eventbe effective more than 30 days from date thereof, unless specifically stated otherwise,
and is subject to change at arty time prior to acceptance.
SHIPMENT
Shipping dates are nota guarantee of a particular day of shipment and are approximate, being based upon present production information, and are
subject to change per the production schedules existing at time of receipt ofpurchase order. Aqua -Aerobic Systems, Inc. shallnot be responsible for
any delay in shipment for causes beyond its control including, but not limited to, war, riots, strikes, labor trouble causing interruption ofwork, fires,
other casualties, transportation delays, modification of order, any act of governmental authorities or acts of God Quoted shipment dates in this
proposal are approximate dates goods will be shipped and, unless agreed to in writing by Aqua -Aerobic Systems, Inc., Buyermay not postpone or
delay the dates of shipment of goods from our plant or from our supplier's plants beyondthe dates set forth inthis proposal.
TITLE AND RISK OF LOSS
All prices and all shipments of goods are F.O.B. Aqua -Aerobic Systems, Inc.'s plant at Loves Park, Illinois unless specifically stated otherwise
Delivery of the goods sold hereunder to the carrier shall be deemed delivery to the Buyer, and upon such delivery, title to such goods andrisk of loss
or damage shall be upon Buyer.
TAXES
Prices quoted do not include any taxes, customs duties, or import fees. Buyer shall pay any and all use, sales, privilege or other tax or customs duties
or import fees levied by any governmental authority with respect to the sale or transportation of any goods covered hereby. If Aqua -Aerobic Systems,
Inc is required by any taxing authority to collect or to pay any such tax, duty or fee, the Buyer shall be separately billed at such time for the amounts
Aqua -Aerobic Systems, Ina is required to pay.
INSURANCE
Unless the goods are sold on a CIF basis, the Buyer shall provide marine insurance for all risks, including war and general coverage.
SECURITY
If at any time the financial responsibility of the Buyer becomes unsatisfactory to Aqua -Aerobic Systems, Inc., or Aqua -Aerobic Systems, Inc.
otherwise deems itself insecure as to receipt of full payment of the purchase price from Buyer hereunder, Aqua -Aerobic Systems, Inc. reserves the
right to require payment in advance or security or guarantee satisfactory to Aqua -Aerobic Systems, Inc. of payment in full of the purchase price.
LIMITATION OF ACTION
No action shall be brought against Aqua -Aerobic Systems, Inc. for any breach of its contract of sale more than two years afterthe accrual of the cause
of action thereof, and, in no event, unless the Buyer shall first have given written notice to Aqua -Aerobic Systems, Inc., of any claim ofbreachof
contract within30 days after the discovery thereof.
CANCELLATION CLAUSE
No acceptance of this proposal, by purchase order or otherwise, maybe modified except by written consent of Aqua -Aerobic Systems, Inc. nor may it
be cancelled except by prior payment to Aqua -Aerobic Systems, Inc. the following sums as liquidated damages therefore: 1) If cancellation is prior to
commencement of production and prior to the assumption of any obligations by Aqua -Aerobic Systems, Inc. for any materials or component parts, a
sum equal to 15% of the total purchase price; 2) If cancellation is after the commencement of production or after the assumption of any obligations by
Aqua -Aerobic Systems, Inc for any materials or component parts, a sum equal to the total of the direct, out-of-pocket expenses incurred to the date of
cancellation for labor, machine time, materials and any charges made to us by suppliers for cancellation, plus 30% of the total purchase price. All
charges and expenses shall be as determined by Aqua -Aerobic Systems, Inc. In the event any items are used by Aqua -Aerobic Systems, Inc. to fill a
subsequent order, thenupon receipt of payment for such order, Aqua -Aerobic Systems, Inc. shall pay the Buyer a sum equal to the direct out-of-
pocket expenses previously charged and received from Buyer.
PROPRIETARY INFORMATION
This proposal, including all descriptive data, drawings, material, information andknow-how disclosed by Aqua -Aerobic Systems, Inc. to Buyer in
relation hereto is confidential information intended solely for the confidential use of Buyer, shall remain the property of Aqua -Aerobic System MQt1,,
and shall not be disclosed or otherwise used to the disadvantage or detriment of Aqua -Aerobic Systems, Inc. in any manner.
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6306' N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501 f 815.654.2508 www.aqua-aerobic.com
Copyright 2022, Aqua -Aerobic Systems, Inc Printed: November 30, 2022 Page 3 of 4
AQUA -AEROBIC
Proposal Date: November 30, 2022 Proposal # 66623 0. SYSTEMS, INC.
AAte6 =,Coffv ny
TERMS AND CONDITIONS OF AQUA -AEROBIC SYSTEMS, INC. (A Metawater Company)
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QUALIFIED ACCEPTANCE AND INDEMNITY
In the event the acceptance of this proposal by Buyer either is contingent upon or subject to the approval by any third party such as, but not limited to,
a consulting engineer, with respect to goods, parts, materials, descriptive data, drawings, calculations, or any other matter, then upon such approval by
any third party, Aqua -Aerobic Systems, Inc. shall have no liability to Buyer or to any third party so long as the goods sold and delivered by Aqua -
Aerobic Systems, Inc. conform to this proposal. In the event any such third party requires modifications in the proposal prior to the approval thereof,
Aqua -Aerobic Systems, Inc may at its sole option and without liability to any party elect to cancel this proposal or return the purchase order to Buyer.
In the event Aqua -Aerobic Systems, Inc. elects to modify this proposal to conform to the requirements for approval by any third party, Aqua -Aerobic
Systems, Inc. in such event shall have no liability to Buyer or to any third party so long as the goods sold and delivered by Aqua -Aerobic Systems,
Inc confonn to this proposal as modified
Buyer agrees to indemnify and save harmless Aqua -Aerobic Systems, Inc. from and against all costs and expenses and liability of any kind
whatsoever arising out of or in connection with claims by third parties so long as the goods soldhereunder conform to the requirements of this
proposal as approved by any third party.
WARRANTY; LIMITATION OF LIABILITY; AND DISCLAIMER
In return for purchase and full payment for Aqua -Aerobic Systems, Inc. goods, we warrant new goods provided by us to be free from defects in
materials and workmanship under normal conditions and use for a period of one year from the date the goods are put into service, or eighteen months
from date of shipment (whichever first occurs). If the goods include an "Endura Series" motor, the complete Endura Series unit shall be warranted by
Aqua -Aerobic to be free from defects in materials and workmanship under normal conditions and use for three years from the date the product is put
into service or 42 months from the date of shipment (whichever occurs first).
OUR OBLIGATION UNDER THIS WARRANTY IS EXPRESSLY AND EXCLUSIVELY LIMITED to replacing or repairing (at our factory
at Loves Park, Illinois) any part or parts returned to our factory with transportation charges prepaid, and which our examination shall show to have
been defective. Prior to return of any goods or its parts to our factory, Buyer shall notify Aqua -Aerobic Systems, Inc. of claimed defect, and Aqua -
Aerobic Systems, Inc. shall have the privilege of examining the goods at Buyer's place of business at or where the goods have otherwise been placed
in service. In the event this examination discloses no defect, Buyer shall have no authority to return the goods or parts to our factory for the further
examination or repair. All goods or parts shall be returned to Buyer, F.O.B. Loves Park; Illinois. This warranty shall not apply to any goods or part
which has been repaired or altered outside our factory, or applied, operated or installed contrary to our instruction, or subjected to misuse, chemical
attack/degradation, negligence or accident. This warranty and any warranty and guaranty of process or performance shall no longer be applicable or
valid if any product, including any software program, supplied by Aqua -Aerobic Systems, Inc., is modified or altered without the written approval of
Aqua -Aerobic Systems, Inc Our warranty on accessories and component parts not manufactured by us is expressly limited to that of the manufacturer
thereof
THE FOREGOING WARRANTY IS MADE IN LIEU OFALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND OF
ALL OTHER LIABILITIES AND OBLIGATIONS ON OURPART, INCLUDING ANY LIABILITY FOR NEGLIGENCE,
STRICT LIABILITY, OR OTHERWISE; AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE IS EXPRESSLY DISCLAIMED; AND WE EXPRESSLY DENY THE RIGHT OF ANY
OTHER PERSON TO INCUR OR ASSUME FOR US ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF
ANY GOODS PROVIDED BY US. THERE ARE NO WARRANTIES OR GUARANTEES OF PERFORMANCE UNLESS
SPECIFICALLY STATED OTHERWISE.
UNDER NO CIRCUMSTANCES, INCLUDING ANY CLAIM OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE,
SHALL AQUA AEROBIC SYSTEMS, INC. BE LIABLE FOR ANY INCIDENTAL ORCONSEQUENTIAL DAMAGES,
COSTS OF CONNECTING, DISCONNECTING, OR ANY LOSS OR DAMAGE RESULTING FROM A DEFECT IN THE
GOODS. LIMIT OF LIABILITY: AQUA -AEROBIC SYSTEMS, INC.'S TOTAL LIABILITY UNDER THE ABOVE
WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE PART. THE REMEDIES SET
FORTH HEREIN ARE EXCLUSIVE, AND OUR LIABILITY WITH RESPECT TO ANY CONTRACTOR SALE, OR
ANYTHING DONE IN CONNECTION THEREWITH, WHETHER IN CONTRACT, IN TORT, UNDER ANY
WARRANTY, OR OTHERWISE, SHALL NOT, IN ANY CASE, EXCEED THE PRICE OF THE GOODS UPON WHICH
SUCH LIABILITY IS BASED.
Final acceptance of this proposal must be given to Aqua -Aerobic Systems, Inc. at their office in Loves Park, Illinois. Please
acknowledge acceptance by signing the proposal and returning it to Aqua -Aerobic Systems, Inc.
Accepted by:
By: Date:
Offer Respectfully Submitted,
gAK,c
Denise Uchacz. Aftermar6l Sales Reoresentativs?
Aqua -Aerobic Systems, Inc. F= rn
ORIGINAL
6306 N. Alpine Rd. Loves Park; IL 61:1.11-7655 p.815.654.2501 f 815.654.2508 w:ww,aqua-aerobic.corn
Copyright 2022, Aqua -Aerobic Systems, Inc Printed: November 30, 2022 Page 4 of 4