EFTA00804962.pdf

PROPOSAL TO Mr. Brice Gordan For REPLACEMENT OF THE SEAWATER SUPPLY PUMPING STATION The Saint James Group UNITED STATES VIRGIN ISLANDS 15 OCTOBER 2018 PROPOSAL NUMBER 045-10152018 EFTA00804962 Table of Contents INTRODUCTION 3 PROPOSED PROCESS DESCRIPTION 4 EQUIPMENT SPECIFICATIONS 5 COMMERCIAL TERMS 8 ACCEPTANCE OF PROPOSAL 9 TERMS AND CONDITIONS 10 Retention of Intellectual Property Rights retain all right, Unless otherwise expressly agreed in writing, Gemini Seawater Systems LLC (GEMINI) and its affiliates Proposal, including but not limited to: any plans, drawings, title, and interest to any intellectual property contained in this models, specifications , pads lists, bills of materials, data sheets, or other materials which may schematics, renderings, and confidential business information (collectively, be subject to copyright trade secrets; patented subject matter, Property *Gemini Intellectual Property). The Saint James Group hereby acknowledges that any Gemini Intellectual contained in this Proposal or disclosed in connection with this Proposal is presented by GEMINI solely and exclusively copy, for the purpose of this Proposal. The Saint James Group agrees that The Saint James Group shall not use, consultants, or reproduce, transmit, or disclose Gemini Intellectual Property to any of its officers, employees, agents, evaluate and any other person or entity acting on The Saint James Groups' behalf for any purpose other than to merits of this Proposal. The Saint James Group further agrees that The Saint James Group shall not (i) consider the Property or any products or systems described or depicted make, sell, offer for sale, or import any Gemini Intellectual express written consent of GEMINI or (ii) copy, reproduce, transmit, transfer, or disclose in this Proposal without the third party for any Gemini Intellectual Property or any products or systems described or depicted in this Proposal to any reason whatsoever without the express written consent of GEMINI. 2018-1015 Copyright 2018OGSS CEMrulklr. SEAWATER SVSTEM I_I_C PACE 2? CF: 12 EFTA00804963 INTRODUCTION present this proposal for design, fabrication, installation Gemini Seawater Systems LLC (GSS) is pleased to system to serve the Little St. James desalination and commissioning of a new seawater intake pumping been sized to meet the current feedwater and pressure system. The proposed seawater supply system has well as those for the proposed expanded plant capacity requirements of the current desalination system as of 140,000 gallons per day (GPD). rs, new PVC piping, priming system, and two The upgrades pump station will consist of four basket straine requirements of the desalination plant. Each pump intake pumps, each sized to meet the flow and pressure controlled by the main control panel located at the will be controlled using a variable frequency drive (VFD) in the required pressure at the inlet to the energy RO unit. The VFDs will operate using a PID loop to mainta sed design provides 100 percent redundancy. recovery units and the high-pressure pump. The propo , the VFD offer two other advantages: In addition to controlling the speed of the intake pumps electrical inrush as well as eliminating water 1. The drives slowly start and stop each motor, reducing w. This is a major cause of valve and piping hammer caused by the sudden stoppage of water flo failures; and ions for a new post operational flush that 2. The recent modifications to the RO plant include provis the flush cycle. The VFDs now allow requires the flow from the intake pumps to be reduced during This flush results in the high-pressure and the flush to be incorporated into he plant controls. be stored in low salinity permeate rather energy recovery pumps and the membrane elements to or fouling. than diluted seawater, reducing the potential for corrosion t rs and a priming system will be provided. The baske In addition to the new pumps, four new basket straine baske ts fabricated and equipped with removeable strainers will be fabricated out of reinforced fiberglass will include butterfly isolation valves. from 2205 duplex stainless steel. Each basket strainer the intake suction piping is flooded prior to the A priming system will be provided that will utilize to insure a submersible type pump rather than the current operation on either intake pump. This system will utilize and pump. The submersible pump is constructed from end suction pump to reduce corrosion to the motor ion. titanium and composites to virtually eliminate corros panel that will be equipped with main disconnect and The existing control panel will be replaced with a new PLC provided in Phase 1 will be relocated to the new circuit breakers to feed each VFD. The new remote panel. nance program, a spare set of pump mechanical As part of an effort to implement a preventative mainte ory. seals along with four spare baskets will be provided for invent PACE ID CP 3.E? OilliVIINZ SEIAMIATER SYSTIMPA LLC EFTA00804964 PROPOSED PROCESS DESCRIPTION Overview feedwater pumping room to house four, high-capacity, The seawater supply system will utilize the existing the two intake pumps, the intake priming system, and suction strainers for the removal of coarse objects, t strainer will be equipped with inlet and outlet required controls and electrical equipment. Each baske the plant. Each forwarding pump would be isolation valves to permit servicing without shutting down valves, and pressure indicators. Pump operation equipped with suction and discharge isolation and check in enclosures adjacent to a new intake pump will be via two new variable frequency drives (VFDs) mounted pumps have been size to meet the flow and control panel. The intake, piping and seawater forwarding proposed pumps are constructed from 2205 duplex pressure requirements for a 140,000 GPD RO unit. The horsepower motors. stainless steel (or maximum life and are driven using 15 PACE N OF W CEIMXNX SEAWATER SVSTEM I-LC EFTA00804965 EQUIPMENT SPECIFICATIONS Seawater Supply Butterfly Strainer Inlet Isolation Asahi Manufacturer 4" Size PVC Material of Construction 4 Number Provided Basket Strainers Mer-Made Manufacturer 4' Size Material of Construction Fiberglass housings with 2205 Duplex SSTL baskets 4 Number Provided 4 each, replacement baskets Spare Parts Butterfly Strainer Outlet Isolation Asahi Manufacturer 4" Size PVC Material of Construction 4 Number Provided Butterfly Intake Pump Suction Isolation Asahi Manufacturer 4- Size PVC Material of Construction 2 Number Provided Seawater Intake Pumps 2 Number Provided Ampco Manufacturer ZCH2 3 x2.5 Model 2205 Duplex Stainless Steel Pump Fluid End 15 Motor Rating, HP TEFC Enclosure Premium Efficiency/Severe Duty Rating 2 Mechanical Seals Spare parts Vertical Positioned Swing Intake Pump Discharge Check Asahi Manufacturer 4' Size PVC Material of Construction 2 Number Provided PACE f; CF 21? =MINX SEAVIATEP SVSTEM EFTA00804966  Butterfly Intake Pump Discharge Isolation Asahi Manufacturer Size 4" PVC Material of Construction 2 Number Provided Pressure indicator Intake Suction Location VVIKA Manufacturer 4-1/2" Size 30' Hg Vac. to 30 PSIG Range 316 SSTL Wetted and Phenolic Case Material of Construction Glycerin Liquid Fill 1 Number Provided Pressure Indicator Pump Discharge Header Location WIKA Manufacturer 4-1/2" Size 0 to 100 PSIG Range 316 SSTL Wetted and Phenolic Case Material of Construction Glycerin Liquid Fill 1 Number Provided Priming Pump Isolation Ball Type Asahi Manufacturer 1.5' Size PVC Material of Construction 1 Number Provided Seawater Intake Priming Pump 1 Number provided Tsurumi Manufacturer 50TM2.4S Model Titanium Pump Fluid End 1/2 Motor Rating, HP Priming Solution Isolation Ball Type Asahi Manufacturer 1.5" Size PVC Material of Construction SEASIATEP SVSTEM l_l_C PACE E OF Xi? EFTA00804967  1 Number ProAded Priming Vacuum Line Isolation Y-Check Type GF Manufacturer 1/2' Size PVC Material of Construction 5 Number Provided Priming Vacuum Line Isolation Ball Type Asahi Manufacturer 1/2 Size PVC Material of Construction 5 Number Provided Priming Vacuum Line Isolation - At Basket Strainers and Suction Header Ball Type Asahi Manufacturer 1/2" Size PVC Material of Construction 5 Number Provided Priming Eductor Pardee Manufacturer 1.5' Size Glass reinforced polyethylene Material of Construction 1 Number Provided Low Pressure Piping Schedule 80 PVC Material Connections Socket or 150 pound ANSI Ranged 316 Stainless Steel Fasteners Structural Aluminum Structural Frames Sand blasted Finish — Metal Preparation Finish Powder Coated (Electrostatic Resin Baked to 400 Degrees F.) Fiberglass Piping Supports PVC or Fiberglass Conduits SEASIATER SVSTEM I-LC PACE 7 OF MR EFTA00804968 COMMERCIAL TERMS PRICING Price for intake pumping system replacement are as follows: Pricing Description $70,380 Seawater Pumping System Equipment, Fabrication, Installation and Commissioning Spare parts $4,930 Total Price $75,310 taxes, The above prices do not include shipping from Gainesville, Florida to project site or any applicable duties or insurance. The above prices are valid for thirty (30) days from the date of this proposal. PAYMENT TERMS be due at Because the proposed improvements have such a short lead time, 90 percent of the amount will 15 days once the intake pump station has been the time of authorization with the final 10 percent due installed and is commissioned. SCHEDULE order and The equipment will be ready for shipment in approximately 6 to 8 weeks after placement of pumping system deposit. GSS will make every effort to ship sooner if possible. Installation of the seawater proposed is anticipated to take less than one week. This schedule assumes normal lead time for the equipment. VALIDITY The above prices are valid for sixty (30) days from the date of this proposal. SERVICES PROVIDED BY THE SAINT JAMES GROUP During the construction phase of the project, The Saint James Group will provide the following at no charge to GSS: 1. All taxes, VAT and/or duties that may be applied to the importation of the equipment; 2. All necessary permits to support pumping system modification 3. Shipping from Gainesville, Florida to project site; 4. Full access to the project site including transportation from Red Hook to Little St. James. Working hours will be coordinated with staff; 5. Lodging, meals and local transportation for installation and commissioning crew; 6. Equipment for offloading and place at the plant: and 7. Disposal of any equipment not salvaged. OEM-Z.11Z SEAVIATEP SVSTEM I-1-C PACE 8 C.P EFTA00804969 ACCEPTANCE OF PROPOSAL between the parties, This proposal when signed by both parties below, shall be considered as a Contract may be amended or and shall be binding upon the parties and their respective successors and assigns modified only by further writings signed by both parties. hereof and This contract sets forth the entire agreement of the parties with respect to the subject matter or written, related to the subject meter supersedes all prior agreements and understandings, whether oral hereof. The total price of the proposed upgrades is $ and the following items (from the Pricing page) are not included in the Contract and have been deleted and initiated by Owner. written below. IN WITNESS WHEREAS, the parties have executed this Contract the date and year first ACCEPTED BY: THE SAINT JAMES GROUP(OWNER) GEMINI SEAWATER SYSTEMS (SUPPLIER) 8916 SW 44"' Lane Gainesville, FL 32608 Representative: Representative: Dean Bedford Email: Email: Authorized Signature Authorized Signature Printed name Above Printed Name Above SYSTEM !SC PAGE Q Cr- ME GEMINI SEASIATEA EFTA00804970 TERMS AND CONDITIONS Parties") to The Saint James Group ('Purchaser) (collectively, 'the This proposal by Gemini Seawater Systems ('GSS') al by Purcha ser, the propos al will function acceptance of the propos includes the following Terms and Conditions. Upon as the agreement between the Parties ('the Agreement'). I. Definitions: proposal. a. 'Equipment* means au equipment specified in this design , procur ement , project management, fabrication, installation and b. 'Services* means all engineering, to supply the system specified in the proposal. commissioning included in this proposal that is required Saint James Group desalination plant, Little St. James, the area c. 'Site' means the property of The locations in St Thomas where work is performed immediately surrounding such property, and any other in connection with the Agreement. expire 30 days from the date identified on the cover page 2. Term of Proposal: This proposal will automatically otherwise expressly agree in writing. GSS reserves unless the proposal is accepted by Purchaser or the Parties time and for any reason, prior to acceptance by Purchaser. the right to modify or withdraw this proposal at any GSS is are F.O.B. point of origin unless otherwise indicated. If 3. Quotations of Prices: Al prices quoted by CSS s beyond those set forth in this propos al, Purcha ser agrees requested or required to perform any additional service as any inciden tal and related expenses service s, as well to pay GSS's then-standard rate for those additional incurred by GSS. after months after Equipment start-up or eighteen months 4. Warranties by GSS: For the period ending twelve ent manufa ctured, sold, or otherw ise provide d by that Equipm shipment, whichever occurs earlier, GSS warrants cations include d in the Agreem ent, plans or specifi GSS will conform in all material respects to any descriptions, ts that any Servic es will be perform ed in a . GSS warran and will be free of defects in material and workmanship ANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, good and workmanlike manner. THE FOREGOING WARR A ANTIES OF MERCHANTABILITY OR FITNESS FOR EXPRESS OR IMPUED, AND GSS MAKES NO WARR EMEN T. STATED IN THIS AGRE PARTICULAR PURPOSE OTHER THAN AS EXPRESSLY Warra nties: Any perform ance warran ties stated elsewhere in the Agreement shall apply a. Conditions on with GSS's instructions when operated on water or other only if Equipment is operated in accordance Components and materials of the type that need liquid having characteristics specified in the Agreement. such as membranes, frames, gaskets, fitter replacement periodically due to normal wear and tear, t defects only as of the shipment date. unless cartridges, pump seals and fuses, are warranted agains to damage or wear resulting from accidents, expressly stated otherwise. Warranties do not apply ser or third parties : from failure to follow GSS's instructions for negligence, abuse, or misuse by Purcha or repairs not performed in accordance with installation, operation or maintenance: or from alterations GSS's instructions. wishes to make a warranty claim. Purchaser shall b. Inspection Required for Warranty: If Purchaser is to be made. return to GSS any item for which the warranty claim shall assign to Purcha ser any manufacturers warranties of Equipment c. Assignment of Warranties: GSS are assignable, and Purchasers sole recourse or materials purchased from others, to the extent they shall be against the manufacturer. GSS of any warranty claim, and Purchasers sole d. Claims on Warranties: Purchaser shall promptly notify electio n) of defective Equipment or the correction of remedy shall be the repair or replacement (at GSS's deficient Services. invoice incurred and charges owed by Purchaser by commercial 5. Method of Payment GSS shall present any fees payme nts to GSS in full in lawful, free, and unbloc ked against Purchasers letter of credit Purchaser shall make all GSS delivers Equipm ent to Purcha ser, unless GSS currency of the United States of America rU.S.A.-) at the time ser mutua lly agree otherw ise in writing . GSS reserv es the right to review Purchasers credit prior to and Purcha ent shall be subject to GSS's approval of Purchasers shipping Equipment, and GSS's obligation to ship Equipm payment in advance. In the event that GSS requires credit. GSS may require Purchaser to make full or partial at the time the Equipment is shipped, unless the parties advance payment, pro rata payments shall become due shall is located outside the U.S.A. or its territories. Purchaser mutually agree otherwise in wilting. If Purchaser by a first class U.S.A bank upon accept ance of ed delver an irrevocable letter of credit in GSS's favor confirm Purchasers order. within thirty (30) days after invoice, any unpaid amount a. Delay of Payment If payment is not made in full te ohall boor interest at the ro of 5 i pernin t per month or the maximum lawful rate, if lower than 1.5 able attorney's fees, incurred by the GSS to percent Purchaser shall reimburse cost, including reason collect overdue amounts. PACE iS CF ME? CEMINII" SEAVIATEP SVSTEM LW EFTA00804971  notify GSS, b. Dispute of Invoice: If Purchaser disputes any portion of an invoice, Purchaser shall writing, and pay the undisputed portion within 30 days of specifically identify the disputed portions in receiving the invoice. its employees, officers, directors, 6. Limitation of Liability: The collective liability of GSS, its subcontractors, and and Services provided thereunder shall be limited and agents in connection with the Agreement and all Equipment Purchaser to GSS for such Equipment and Services. GSS shall not be liable for to the amount actually paid by special, indirect, incidental, consequentia l, or punitive damages, including lost profits or loss of use. any its directors, agents, and 7. Indemnification of Purchaser. GSS shall indemnify and hold harmless Purchaser, reasonable attorney's fees, that proximately result from acts employees against all claims and damages, including of GSS, its directors, agents, employees, or subcontracto rs, in connection with any bodily injury, or omissions property resulting from work performed in connection with this sickness, disease, or death or damage to Agreement agents, employees, 8. Indemnification of (3SS: Purchaser shall indemnify and hold harmless GSS, its directors, including reasonable attorney's fees, that proximately result and subcontractors against all claims and damages, omissions of Purchaser, its directors, agents, employees, or contractors other than GSS, in connection from acts or to property that may occur at the Site, in connection with any bodily injury, sickness, disease, or death or damage this Agreement, or in connection with Purchasers obligations under this Agreement with work performed under a reasonable opportunity to 9. Right of Inspection: GSS shall provide Purchaser or its designated representative inspect any Equipment prior to delivering the Equipment to a carrier for shipment. If Purchaser elects to inspect shall bear all costs associated with the inspection. If Purchaser fails to promptly inspect any Equipment, Purchaser the Equipment, Purchaser will be deemed to have waived its right of inspection. and tees imposed on 10. Payment of Taxes and Fees, Duties, and Fees: Purchaser shall pay all taxes, duties, rs and agents, and Purchaser for the production, sale, shipment, or use of Equipment or GSS, GSS's subcontracto the provision of any Services in connection with the Agreement. at least 21 days before 11. Shipment of Equipment: Purchaser shall provide GSS with complete shipping instructions delivery date and shall arrange for receiving, unpacking, and installing the Equipment to be shipped. the estimated which is estimated based on conditions prevailing The term 'estimated delivery date" refers to the date of shipment, delivery at the time of quotation. Unless GSS expressly agrees otherwise, GSS does not guarantee the estimated Unless otherwise agreed, Purchaser will date. Any products offered by GSS from stock are subject to prior sale. pay all shipping costs, fees, and insurance. loss until the Equipment is 12. Assignment of Title and Risk of Loss: GSS shall maintain title and bear the risk of delivered to the carrier for shipment. Upon delivery of Equipment to the carrier for shipment, title and risk of loss shall pass to Purchaser upon delivery of Equipment to the carrier for shipment Notwithstand ing the transfer of title and risk of loss, Purchaser grants and GSS maintains a security interest in all Equipment until GSS has for any reason, payment shall become due on the date received full payment If Purchaser delays a shipment to make shipment and Purchaser shall bear the risk of loss and pay all expenses and fees GSS is prepared associated with transporting and storing the Equipment during the time that shipment is delayed. U.S.A., GSS's acceptance 13. Exportation of Equipment: If Equipment is to be exported to any location outside the is subject to GSS's ability to reasonably obtain, without unduly burdensome efforts, any applicable and necessary export licenses Of permits. export any 14. Compliance with U.S. Export Regulations: Purchaser wifl not, directly or through an intermediary, related technology and information) to any country that is subject to embargo or similar Equipment (including of any such country or to any other person or restriction under U.S. Export Regulations, or transfer it to a national it, or put it to a prohibited end use, or transfer it with knowledge or reason to company restricted from receiving believe that it is intended for a prohibited destination, recipient or use. perform due to 15. Force majeure: GSS shall not be responsible for any delays. damages, or failures to beyond its reasonable control, including those caused by Purchaser. Purchaser shall extend the circumstances time for performance by GSS by a period commensura te with the amount of delay caused by such circumstances. plans, drawings, specifications and other documents fumished by GSS in 16. Ownership of Documents: All with Equipment shall remain the property of GSS, and Purchaser warrants that no use will be made of connection Such such documents except to facilitate Purchaser's installation, operation and maintenance of Equipment. to Purchasers employees only on a need-to-know basis and shall not be provided to documents shall be provided third parties without GSS's written consent. GSS retains all right 17. Retention of Intellectual Property Rights: Unless otherwise expressly agreed in writing, intellectual property contained in this proposal, including but not limited to any plans. title, and interest to any drawings, specifications, data sheets, or other materials subject to copyright trade secrets: patented subject matter: and confidential business information. representations made or 18. Reliance on Information: GSS will be deemed to have reasonably relied on any any Equipment and the characteristic s of any liquids information provided by Purchaser as to the intended use of PACE Z2 CF P cam -Piz SEANIATEM SVSTEM I-1-C EFTA00804972  is r such representations are made or such information to be treated by such Equipment, regardless of whethe provided prior to, on, or after the date of the Agreement The s an order, Purchaser shall deliver a payment to GSS. 19. Payment for Cancelled Orders: If Purchaser cancel comple ted prior to and on the date of cancellation, for all work payment shall include a pro rata payment to GSS ss related to the order, allowances for overhead and inventory obtained for the cancelled order, work in progre ating subcontractors, and closing out the project. profit, and reasonable costs of winding up the work, termin . Equipment to GSS without GSS's prior written authorization 20. Return of Equipment: Purchaser may not return any if Purcha ser is Purchaser is in breach of the Agreement or 21. Termination and Suspension of Agreement: If under this Agreement or any other agreement between GSS and overdue on any payment owed to GSS