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Home My WebLink About2017-192 Contract WWTP i Contract for WWTP ' ' r42)-- C I T Y OF CONTRACTOR: Ovivo USA, LLC -ASHLAND CONTACT: Jens Nielsen 20 East Main Street Ashland, Oregon 97520 ADDRESS: 4246 Riverboat Road, Suite 300 Telephone: 541/488-6002 Salt Lake City, Utah 84123-2583 Fax: 541/488-5311 TELEPHONE: 801-931-3240 FAX: 801-931-3080 DATE AGREEMENT PREPARED: September 20, 2017 EMAIL: lens a(~tec-nw.com Direct: 253-508-9955 BEGINNING DATE: September 20, 2017 COMPLETION DATE: January 19, 2018 COMPENSATION: $45,519.00 per proposal attached as Exhibit C. GOODS AND SERVICES TO BE PROVIDED: Reciprocating Rake Classifier Rehab for 14' Diameter Dorr Oliver, Serial #51625-1 (VVVVTP - Grit Removal System) per proposal attached as Exhibit C. ADDITIONAL TERMS: In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Goods and Services will be primary and take precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said primary City of Ashland Contract. NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows: 1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 27913.220, 27913.225, 27913.230, 2796.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $20,688.86 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, count or other sources is not obtained and continued at levels Contract for WWTP, 07/14/2017, Page 1 of 5 sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract, if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 16. Insurance. Contractor shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. C. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. Contract for WWTP, 07/14/2017, Page 2 of 5 d. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. e. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Workers' Compensation, required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 20. Prior Approval Required Provision. Approval by the City of Ashland Council or the Public Contracting Officer is required before any work may begin under this contract. 21. Certification. Co tractor shall sign the certification attached hereto as Exhibit A and herein incorporated by referenc . Contracto City of Ashl d y By ~ - Si nature - Department Head 2~S ~Print Name Print Name 6 eou a k/1 Title Date 1,2 W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. AGREEMENT GOVERNED BY THE AP ROVED, IERMB AAJ D ~ C NATO ACKNOWLEDGMENT LETTER DATED Ashla RY °y r'7r : 7r , U( Date 1c)` 3" 17 Contract for WWTP, 07/14/2017, Page 3 of 5 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. V (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. V/ (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. 12- ' / 0/ 7 Contractor (Date) Contract for WWTP, 07/14/2017, Page 4 of 5 CITY OF ASHLAND, OREGON EXHIBIT B City of Ashland LIVING WAGE per hour effective June 30, 2017 %all (Increases annually every June 30 by the Consumer Price Index) portion of business of their 401 K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. - For all hours worked under a business from the City of service contract between their Ashland in excess of ➢ Note: "Employee" does not employer and the City of $20,688.86. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,688.86 or more. y If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50% or more of the ➢ In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, additional For Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF -ASHLAND Contract for Goods and Services Less than $25,000, 06/19/2017, Page 5 of 5 'Ovivo USA, LLC Worldwide Experts 4246 Riverboat Road Suite 300 Telephone: 801-931-3000 OV ♦ O in Water Treatment Salt Lake City, Utah Facsimile: 801-931-3080 84120-2583 www.ovivowater.com USA Via: US Mail September 21, 2017 City of Ashland Attn: David Gies 90 N. Mountain Avenue Ashland, OR 97520 Re: Project : Reciprocating Rake Classifier Rehab (turnkey) Ovivo Proposal No.: Q2017044-CL Rev. 1 Subject: Purchase Order No.: TBD Ovivo Sales Order No. RSW0000875 David: Ovivo USA, LLC ("Ovivo" or "Seller") is very pleased to have your order covering one (1) Reciprocating Rake Classifier rehab with turnkey services, which we have entered against the subject sales order showing a total invoice value FOB shipping point with freight allowed to jobsite of $45,519.00 This amount does not include sales taxes. If this job is tax exempt, please forward a copy of your sales tax exemption certificate. Unless a tax exemption certificate is submitted to us, we are required by law to add sales tax to your invoices. If a bond exists for this project, we would appreciate receiving a copy of your Performance/Payment Bond, which our Finance Department requires for our records. Please forward this information at your earliest convenience to Burke Price in our Finance Department. This Equipment is furnished in strict and sole accordance with the specifications, terms, conditions and warranties set forth in Ovivo "As Sold" Proposal No. Q2017044-CL, dated September 15, 2017 which constitutes Ovivo's offer of goods and services in connection with the above-referenced project. Furthermore, it is understood that Ovivo is not a party to, or bound by, the terms and conditions of any contract/purchase order between City of Ashland and any third party. Without limiting the foregoing, and for your convenience, we comment below on certain items which must be emphasized in connection with this order. In no event shall Ovivo or its subcontractors' or suppliers' actual liability for all damages exceed the value of the equipment sold hereunder. Notwithstanding the above, Ovivo shall not be liable, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, service interruptions, cost of purchased or replacement power, claims of customers, cost of money, loss of use of capital or revenue, or for any punitive, exemplary, special, incidental, indirect or consequential loss or damage. Ovivo's Project Manager assigned hereto is Mr. Ryan Ward (801-931-3052). He can advise you on job progress and status of drawings. Sincerely, Ovivo USA, LLC C Chad Layton Cc: Jens Nielsen / Treatment Equipment Company Product Manager- Rebuild Group 9 4 t / 1 ® ACORN CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDfYYYY) 11/28/2017 7/24/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED I REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME~ 444 W. 47th Street, Suite 900 PHONE 'FAX A/C No Kansas City MO 641 12-1906 E-MAIL DRESS: l (816) 960-9000 € INSURERS AFFORDING COVERAGE NAIC p INSURER A: The Travelers Indemnity Company 25658 1 INSURED OVIVO USA, LLC INSURERS: Travelers Indemnity Co of C 25682 4246 RIVERBOAT ROAD, SUITE 300 INSURER C SALT LAKE, CITY UT 84123 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 14790885 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD i INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 1 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP r LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/Yl'YY (MM/DDrYYYY) LIMITS COMMERCIAL GENERAL LIABILITY No T APPLICABLE EA CH OCCURRENCE $ XXXXXXX DAMAGE TO RENTED CLAIMS-MADE FIOCCUR PREMISES Eaoccurrence) $ XXXXXXX MED EXP (Any one person) $ XXXXXXX PERSONAL & ADV INJURY 5 XXXXXXX ° GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE $ XXXXXXX POLICY ] PRO- F-] PROJECT- LOC PRODUCTS - COMP/OPAGG $ XXXXXXX OTHER: $ I A AUTOMOBILE LIABILITY Y N 81 OF057609 11/28/2016 11/28/2017 COMBINED SINGLE LIMIT Ea accident $ 1 000 000 € 1xx ANY AUTO BODILY INJURY (Per person) $ XXXXXXX I OWNED SCHED AA OS ONLY AUTOSULED BODILY INJURY (Per accident) $ XXXXXXX HIRED Lx NON-OWNED PROPERTY DAMAGE $ XXXXXXX € AUTOS ONLY AUTOS ONLY Per accident E $ XXXXXXX i UMBRELLA LIAR HOCCUR NOT APPLICABLE, ' EACH OCCURRENCE $ XXXXXXX EXCESS LIAR CLAIMS-MADE AGGREGATE $ XXXXXXX DED RETENTION $ $ XXXXXXX WORKERS COMPENSATION PER OT.-6B AND EMPLOYERS' LIABILITY Y/N N UB3C65465 )1/28/20)6 11/28/2017 X STATUTE ER 13 ANY PROPRIETORIPARTNER/FXECUTIVE EL. EACH ACCIDENT $ 1,000,000 OFFICER)MEMB ER EXCLUDED? (Mandatory In NH) NIA' EL. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory In If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A AUTO PHYSICAL DAMAGE N N 81031;057609 11/28/2016 11/28/2017 COMP DED: $1,000 COLL. DED: $1,000 I DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Project: Ashland WWTP; City of Ashland Agreement dated 06/12/17. The City of Ashland, Oregon, and its elected officials, officers and employees are additional insured with respect to the automobile liability coverage, which is primary coverage to the additional insured and other available insurance will be non-contributory as required by written contract, subject to the terms and conditions of the policy. 30 days written notice of cancellation applies s CERTIFICATE HOLDER CANCELLATION 14790885 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland 20 E and Street eet THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ashland OR ACCORDANCE WITH THE POLICY PROVISIONS. 3 97520 AUTHORIZED REPRESENTATIV 1 j ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD t PROPOSAL Worldwide Experts Ye--~-'4262017044-CL Rev. 1 in Water Treatment 15 SEPTEMBER 2017 } ASHLAND WWTP ASHLAND OR - PROJECT Reciprocating Rake Classifier Rehab fo, 14' dia. Dorr Olive' q , Serial #51625-1 AREA REPRESENTATIVE' . Treatment Equipment Company Jens Nielsen (253) 508-9955 iens@tec-nw.com 5. Chad Layton Ovivo USA, LLC Phone (801) 931-3240 4246 Riverboat Road - Suite 300 Fax 80 931-3080 Salt Lake City, Utah 84123-2583 PROPOSAL Q2017037-CL Rev. I 1S September 17 PROJECT SUMMARY: Ovivo USA, LLC proposes to provide replacement components and turn-key labor services for rehab of reciprocating rake classifier in a sloped concrete channel approximately 27-ft long by 1'3" wide. This is for one (1) existing Dorr Oliver® mechanism installed in 1999 under serial #51625-1. Scope of supply is based upon Ovivo inspection report dated 6/27/2017. Replacement Rake Classifier Components Ovivo will manufacture and supply replacement components to include the following: • Upper reach rod • Lower reach rod • Bushings • Bronze bushings • Assembly fasteners - carbon steel • One (1) year warranty • Engineering • FCA factory, freight allowed to jobsite • Paint process is an SSPC-SP-6 metal prep followed by two (2) coats of Tnemec Series N69 primer and finish coat for a DFT total of 6-8 mils Items NOT Included • Any components not listed above • Controls of any type • Organics Return Pump • Pumps of any kind • Concrete or grout • Concrete work • Any piping, valves or supports not described above • Field sandblast, field applied primer, finish coats, or touchup • Lubricants • Spare parts • Field welding • Flange protection • Dielectric insulation Price for replacement Classifier components as described above $15,809.00 Lead time is 8-10 weeks for materials acquisition & fabrication Ovivo USA, LLC 4246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL Rev. 1 1 15 September 17 Replacement Labor Removal & Installation Services • Mobilization to site - slings, shackles, chain hoists/falls, rigging & related equipment • Remove existing reach rods & bushings • Install new reach rods & bushings • Align & time mechanism • Startup/checkout services • One (1) year warranty parts & installation • Demobilization of personnel and equipment • 10 hours per day Items NOT Included • Draining or cleaning of tank prior to start of removal or installation • Electrical disconnect/installation or alteration of existing electrical supply • Finish or touch up painting • Lubricants or drive unit oil • Disposal of any old lubricants/fluids • Overtime work hours or removal of old debris Price for Classifier rehab services as described above $ 29,710.00 This is a prevailing wage project and those prices are reflected in this quote DELIVERY Ovivo intends to ship all Products as indicated above after receipt of approved purchase order and approved submittal drawings from Purchaser. However, the date of shipment of the Products represent Ovivo's best estimate, but is not guaranteed, and Ovivo shall not be liable for any damages due to late delivery. The Products shall be delivered to the delivery point or points in accordance with the delivery terms stated in this proposal. If such delivery is prevented or postponed by reason of Force Majeure, as defined in Ovivo's standard terms and conditions of sale, Ovivo shall be entitled at its option to tender delivery to Purchaser at the point or points of manufacture, and in default of Purchaser's acceptance of delivery, to cause the Products to be stored at such a point or points of manufacture at Purchaser's expense. Such tender, if accepted, or such storage, shall constitute delivery for all purposes of this proposal. If shipment is postponed at request of Purchaser, or due to delay in receipt of shipping instructions, payment of the purchase price shall be due on notice from Ovivo that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by Ovivo with respect to the Products shall be for the account of Purchaser and shall be paid by Purchaser when invoiced. Ctvivo USA, U-C 4246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL I Q2017037-CL Rev. 1 1 15 September 17 PRICING TERMS All prices quoted are in US Dollars. Prices are good for 45 days. After expiration of the pricing effective period, prices will be subject to review and adjustment. Prices quoted are FOB point of shipment, with freight included to an accessible point nearest the jobsite. Federal, state or local sales, use or other taxes are not included in the sales price. PAYMENT TERMS Payment terms are: One hundred percent (100%) payment due within forty five (45) days after Purchaser's receipt of invoice. Invoice will be submitted after all materials have been received at the job site or they have been successfully installed by an Ovivo contractor and the field service check-out and start-up procedure is finalized. Credit is subject to acceptance by the Ovivo Credit Department. Purchaser shall remit payment for proper invoices received from Ovivo in accordance with the payment terms stated above even if the Purchaser has not been paid by the Purchaser's customer (the "Owner"), if Purchaser is not the end-user of the Products. Payments are due within forty five (45) days after Purchaser's receipt of invoice. Overdue and unpaid invoices are subject to a service charge of 2% per month until paid. If Purchaser requests or causes cancellation, suspension or delay of Ovivo's work, Purchaser shall accept transfer of title and pay Ovivo all appropriate charges incurred up to date of such event plus Ovivo's overhead and reasonable profit. Additionally, all charges related to and risks incidental to storage, disposition and/or resumption of work shall be borne solely by Purchaser. Full payment for all work shall be due and payable forty five (45) days from the date work is placed into storage. TAXES Federal, State or local sales, use or other taxes are not included in the sales price. Such taxes, if applicable, shall be for Purchaser's account. BACKCHARGES In no event shall Purchaser/Owner do or cause to be done any work, purchase any services or material or incur any expense for the account of Ovivo, nor shall Ovivo be responsible for such work or expenses, until after Purchaser/Owner has provided Ovivo's PROJECT MANAGER full details (including estimate of material cost and amount and rate of labor required) of the work, services, material or expenses, and Ovivo has approved the same in writing. Ovivo will not accept Products returned by Purchaser/Owner unless Ovivo has previously accepted the return in writing and provided Purchaser/Owner with shipping instructions. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL Rev. 1 1 15 September 17 "PURCHASE ORDER SUBMISSION" In an effort to ensure all purchase orders are processed timely and efficiently, please submit all purchase order documentation to the following department and address: Attn: Order Entry Administrator Ovivo USA, LLC 4246 Riverboat Road - Suite 300, Salt Lake City, Utah 84123-2583 Fax 801-931-3080 Tel. 801-931-3240 chad.layton@ovivowater.com ADDITIONAL FIELD SERVICE When included and noted in the Product pricing of each proposal item, Ovivo will supply the service of a competent field representative to inspect the completed installation and adjustment of equipment, supervise initial operation, and instruct Owner's personnel in the operation and maintenance of each proposal item for the number of eight (8) hour days. Notwithstanding Ovivo's performance of the above-referenced services, Ovivo shall not be held liable for any faulty workmanship or other defects in the Products' installation, or for other goods and/or services, performed by third parties unless such goods and/or services are expressly included under Ovivo's scope of work. If additional service is required over and above the Field Services described above, it will be furnished to the Purchaser and billed to him at the current rate for each additional day required, plus travel and lodging expenses incurred by the service personnel during the additional service days. It shall be the Purchaser's responsibility to provide for all necessary lubrication of all equipment prior to placing equipment in operation. All equipment must be in operating condition and ready for the Field Service Engineer when called to the project location. Should the Contractor not be ready when the Field Service Engineer is requested or if additional service is requested, the Ovivo current service rates will apply for each additional day required, plus travel and lodging expenses incurred by the service personnel during the additional service days. SURFACE PREPARATION AND PAINTING GENERAL INFORMATION If painting the Products is included under Ovivo's scope of work, such Products shall be painted in accordance with Ovivo's standard practice. Shop primer paint is intended to serve only as minimal protective finish. Ovivo will not be responsible for condition of primed or finished painted surfaces after equipment leaves its shops. Purchasers are invited to inspect painting in our shops for proper preparation and application prior to shipment. Ovivo Clvivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL Rev. 1 1 15 September no responsibility for field service preparation or touch-up of shipping damage to paint. Painting of fasteners and other touch-up to painted surfaces will be by Purchaser's painting contractor after mechanism erection. Clarifier motors, gear motors and center drives shall be cleaned and painted with manufacturer's standard primer paint only. It is our intention to ship major steel components as soon as fabricated, often before drives, motors and other manufactured components. Unless you can insure that shop primed steel shall be field painted within thirty (30) days after arrival at the jobsite, we encourage you to purchase these components in the bare metal (no surface prep or primer) condition. Ovivo cannot accept responsibility for rusting or deterioration of shop applied prime coatings on delivered equipment if the primed surfaces have not been field painted within thirty (30) days of arrival at the jobsite using manufacturers' standard primers. Other primers may have less durability. GENERAL ITEMS NOT INCLUDED Unless specifically and expressly included above, prices quoted by Ovivo do not include unloading, hauling, erection, installation, piping, valves, fittings, stairways, ladders, walkways, grating, wall spools, concrete, grout, sealant, dissimilar metal protection, oakum, mastic, field painting, oil or grease, electrical controls, wiring, mounting hardware, welding, weld rod, shims, leveling plates, protection against corrosion due to unprotected storage, special engineering, or overall plant or system operating instructions or any other products or services. Performance and payment security, including but not limited to bonds, letters of credit, or bank guarantees, are not included, but can be provided if purchased for an additional cost. MANUALS The content of any and all installation, operation and maintenance or other manuals or documents pertaining to the Products are copyrighted and shall not be modified without the express prior written consent of Ovivo. Ovivo disclaims any liability for claims resulting from unauthorized modifications to any such manuals or other documents provided by Ovivo in connection with the Project. WARRANTY AND CONDITIONS Ovivo standard Terms and Conditions of Sale is attached and made an essential part of this proposal. These terms and conditions are an integral part of Ovivo's offer of Products and related services and replace and supersede any terms and conditions or warranty included in Purchaser or Owner requests for quotation or specifications and cannot be changed without written approval from an authorized representative of Ovivo. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL Rev. 1 1 15 September 17 I. ACCEPTANCE. The proposal of OVIVO USA LLC ("SELLER"), as well as these term and conditions of applicable to the Products supplied sale (collectively the "Agreement"), constitutes SELLER's contractual offer of goods and associated services, and H. SOFTWARE. PURCHASER shall have a nonexclusive and nomraexsferable license to use any information PURCHASER's acceptance of this offer is expressly limited to the term of the Agreement. The scope and terms processing program supplied by SELLER with the Products. PURCHASER acknowledges that such program and and conditions of this Agreement represent the entire offer by SELLER and supersede all prior solicitations, the information contained therein is Confidential Information and agrees: a) not to copy or duplicate the program doscusxmre, agrennem s, and Landings mid representations between the parties. Any scope or term and 12. PATEN F INDEMNII Y. SELLER will defend at its own expense any suit instionted against PURCHASER conditions included in PURCHASF.R's acceptance/purchase order that are in addition to a different from this based upon claim that SELLER's Product hereunder in and of itself constitutes an infringement of any valid Agreement are hereby rejected. apparatus claim of any United States patent issued and existing as of the date of this Agreement, if notified 2. DELIVERY. Any statements relating to the date of shipment of the Products (as defined below) represent promptly in writing and given all information, assistance, and sole authority to defend and settle the sank, and SELLER'S best estimate, but is art guaranteed, and SELLER shall not be liable for any damages due to late SELLER shall indemnify the PURCHASER against such claim of infringement. Furthermore, in case the use of delivery. The Products shall be delivered to the delivery point or points in accordance with the delivery term stated the Products is enjoined in such suit or in case SELLER otherwise deem it advisable, SELLER stall, at its own in SF LLER's proposal. If such deliary is prevented or postponed by reason of Force Major, (as defined below), expense and discretion. (a) procure for the PURCHASER the right to continue using the Products, (b) replace the SELLER shall be entitled at its option to tender delivery to PURCHASER at the point or points of manufacture, same with non-infringing Products, (c) modify the Product so it becomes non-infringing, or (d) remove the and in default of PURCHASER's acceptance of delivery to cause the Products to be stored at such a point or points Products and refund the purchase price less freight charges and depreciation. SELLER shall not be liable for, and of manufacture at PURCI IASER'S expense. Such tender, if accepted, or such storage, shall consfimte delivery for PURCI IASER stall indemnify SELLER for, any claim of infringement related to (a) the use of the Products f all purples of this agreement. If shipment is postponed at request of PURCHASER, or due to delay in receipt of any purpose other than that for which it was furnished by SELLER, (b) compliance with equipment designs red shipping instructions, payment of the purchase price shall be due on notice from SELLER that the Products are furnished by SELLER or (c) use of the Products in combination with any other equipment The foregoing states ready fox shipment. Handling, moving, storage, insurance and other charges thereafter incurred by SELLER with the sole liability of SELLER for patent infringement with respect to the Products set respect to the products shall be for the account of PURCHASER and shall he paid by PURCHASER when 13. GENERAL INDEMNITY. Subject to the rights, obligations and limitations of liabilities of the parties invoiced. forth in this Agreement, PURCHASER shall protect and indemnify SELLER, its ultimate parent, its ultimate 3. TITLE AND RISK OF LOSS. SELLER shall retain the fullest right, title, and interest in the Products to the parent's subsidiaries and ®ch of their respective officers, directors, employees and agents, from and against all extent permitted by applicable law, including a security interest in the Products, until the full purchase price has claim, demands and causes of action asserted by any entity to the extent of PURCHASER's negligence or willful been paid to SELLER. The giving and accepting of drafts, notes and/or trade acceptances to cMdence the payments misconduct in connection with this Agreement. due shall not constitute or be construed as payment so as to pass SELLER's interests until said dmfs, notes and/or 14. DEFAULT, TERMINATION. In the event that PURCHASER becomes insolvent, commits an act of trade acceptances are paid in full. Risk of loss shall pass to PURCHASER at the delivery point bankruptcy or defauhs in the performance of any term or condition of this Agreement, the entire unpaid portion of 4. PAYMENT TERMS. SF.LI,F.R reserves the right to ship the Products and be paid for such on a pro rata basis, the purchase price shall, without notice or demand become immediately due and payable. SELLER at its option, as shipped. If payments are net made by the due date, interest at a rate of two percent (2%) per month, calculated without notice or demand, shall he entitled tesue for said balance and for reasonable legal fees, plus out-of-pocket daily, shall apply from the due date for payment. PURCHASER is liable to pay SELLER'S legal fees and all other expenses and interest; and/or to enter any place where the Products are located and to take immediate possession of expenses in aspect of enfiracing or attempting to enforce any of SELLER'S rights relating to a breach or threatened and remove the Products, with m without legal process; ander retain all payments made as compensation for the breach ,[the payment term by PURCHASER.. use of the Products: andor resell the Products, without notice or demand for and on behalf of she PURCHASER, 5, 'FAXES. Unless otherwise specifically provided in SELLER's quotation/proposal; PURCHASER shall pay and to apply the net proceeds from such sale (after deduction from the sale price of all expenses of such sale and all and/or reimburse SELLER, in addition to the price, for all sales, use and other taxes, excises and charges which expenses of retaking possession. repairs necessary to put the Products in saleable condition storage charges, laces, SELLER may pay or be required to pay to any government directly or indirectly in connection with the production, liens, collection and legal foes and all other expenses in connection therewith) to the balance then due to SELLER sale, transportation, and/or use by SELLER or PURCHASER, of any of the Products or services dealt with herein for the Produces and to receive from the PURCHASER the deficiency between such net proceeds of sale and such (whether the same may be regarded as personal or real property). PURCHASER agrees to pay all property and halance. PURCHASER hereby waives all imspass, damage and claim resulting from any such entry, repossession, other taxes which May be levied assessed or charged against or upon any of the Products on or after the date of removal, retention, repair, alienation and sale. The remedies provided in this paragraph err: in addition to and not actual shipment, or placing into storage for PURCHASER'S account. limitations of any other rights of SELLER. 6. MECHANICAL WARRANTY. Solely for the benefit of PURCHASER, SELLER warrants that new 15. CANCELLATION. PURCHASER may terminate this Agreement far convenience upon giving SELLER equipment and parts Manufactured by it and provided to PURCHASER (collectively, " Pndncts-) shall be free from thirty (30) days prior written notice of such fail and paying SELLER f all casts and expenses (including defects in material and workmanship. The warranty period shall be twelve (12) months from startup of the overhead) incurred by it in performing its work and closing out the same plus a reasonable profit thereon All such equipment not to exceed eighteen (IS) months from shipment. If any of SELLER'S Products fail to comply with costs and expenses shall be pad to SELLER within ten (10) days of the termination of the Agreement, or be the foregoing warranty, SELLER shall repair or replace free of charge to PURCHASER, EX WORKS SELLER'S subject to an additional late payment penalty of five percent (5%) ofthe total amount of costs anJ exp-. owed FACTORIES or other location that SELLER designates, any Product or parts thereof returned to SELLER, which 16. REMEDIES. The rights and remedies of the PURCHASER in connection with the good and services examination shall show to have failed under normal use and service operation by PURCHASER within the provided by SELLER hereunder are exclusive and limited to the rights and remedies expressly stated in this Waanty Period; provided, that if it would be impracticable for the product or part thereof to be resumed to Agreement, SELLER, SELLER will send a representative to PURCI IASER's job site to inspect the Product. If it is determined 17. INSPECTION. PURCHASER is entitled to make reasonable inspection of Products at SELLER's facility. after inspection that SELLER is liable under this warranty to repair or replace the Product or pan thereof, SELLER SELLER reserves the right to determine the reasonableness of the request and to select an appropriate time for such shall bear the transportation costs of (a) returning the Product to SELLER for inspection or sending its inspection. All emus of inspections not expressly included as an itemized part of the quoted price of the Products repraenmuive to the job site and (b) retailing the repaired or replaced Products to PURCHASER; however, fit is in this Agreement shall be paid by PURCHASER. determined after inspection that SELLER is nor liable under this warranty, PURCHASER shall pay those costs. For I& WAIVER. Any failure by SELLER to enforce PURCRASER's strict palmoo ice of any provision of this SELLER to be liable with respect to this warranty, PURCHASER must make its claim to SELLER with respect to Agreement will out coostiwte a waiver edits right to subsequently enu'orce such provision m any other provision of this warranty in writing no later than thirty (30) days after the dale PURCHASER discovers the basis for its this Agreement. warranty claim and in no event more than thirty (30) days after the expiration ofthe Warranty Period. In addition to 19. COMPLIANCE WITH LAWS. If applicable laws, ordinances, regulations or condition require anything any other limitation or disclaimer with respect to this warranty. SELLER shall have no liability with respect to any different from, or in addition to, that called for by this Agreement, SELLER will satisfy such requirements at of the following: (i) failure of the Products, a damages to them, due to PURCHASER's negligence or willful PURCHASER'S cannon request and expense. misconduct, abuse or improper storage, installation, application or Maintenance (as specified in any Manuals or 20. FORCE MA2EURF.. If SELLER is rendered unable, wholly or in material part, by rmson of Force Maj ore to written instructions that SELLER provides u) the PURCHASER); (it) any Products that have been altered or carry out any of its obligations hereunder, then on SELLER's notice in writing to PURCHASER within a repaired in any way wilhouu SELLER'S prior written authorization; (iii) The costs of dismantling and reinstallation reasonable time after the occurrence of she cause relied upon, such obligations sha11 be suspended. "Force Majeure' of the Products, (iv) any Pro du -is damaged while in transit m otherwise by accident; (v) decomposition of Products shall include, but not be limited to, acts of Gad, laws and regulations, strikes, civil disobedience or unrest, by chemical action, erosion or corrosion or wear to Products or due to conditions of temperature, moisture and din; lightning rue, food, washout, storm, communication lines failure, delays of the PURCHASER or PURCHASER's or (vi) claims with respect to parts that are consumable and normally replaced during Maintenance such as filter subcontractors, breakage or accident to equipment or machinery, wars, police actions, terrorism, embargm, and any media, filter drainage belts and the like, except where such parts are not performing to SELLER'S estimate of other causes that are not reasonably within the control of the SELLER. If the delay is the result of PURCI IASER's normal service life, in which case, SELLER shali only he liable for the pro rata cost of replacement of tbose pans action or inaction, then in addition to an adjustment in time. SELLER shall be entitled to reimbursement of costs based on SELLER'S estimate of what the remaining service life of those parts should hate been; provided, that incurred to maintain its schedule. failure of those parts did not result from any of the matters listed in clauses (i) through (v) above With regard to 21. INDEPENDENT CONTRACTOR. It is expressly understood that SELLER is an independent contractor, and third-party parts, equipment, accessories or components not o1' SELLER's design, SELLER'S liability shall be that neither SELLER nor its principals, partners, parents, subsidiaries, affiliates, employees or subcontractors are limited solely to the assignment of available third-puny warranties. THE PARTIES AGREE 'THAI' ALL remits, agents, partners, joint ventures or employees of PURCHASER in any way whatsoever. OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A 22. SEVERABILITY. Should any portion of this Agreement, be held to be invalid or unenforceable under PARTICULAR PURPOSE AND MERCHANTABILITY, WHETHER WRITTEN, ORAL OR applicable law then the validity of the remaining portions thereof shall not be affected by such invalidity or STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. All warranties enforceability and shall remain in full force and effect. Furb-Mme, any invalid or nuknf exible provision shall be and obligation of SELLER shall terminate if PURCHASER fails to perform its obligations under this Agreement modified accordingly within the confines of applicable law, giving maximum permissible effect to the parties' intentions including but not limited to any failure to pay any charges due to SELLER. SELLER'S quoted price for the expressed herein Products is haled upon this warranty. Any incrcasc in warranty, obligation may be subject in an incense in price. 23. CHOICE OF LAW. CHOICE OF VENUE. This Agreement shall he governed and construed in accordance 7. CONFIDENTIAL INFORMATION. Ad nonpublic information and data furnished to PURCHASER with the laws of the State of Utah, without regard to its riles regarding conflicts or choice of law. The parties hereunder, including but not limited to price, size, type and design of the Products is the sole property of SELLER submit to the jurisdiction and venue of the state and federal counts located in Salt Lake City, Utah. and submitted for PURCI IASER'S own confidential use solely in connection with this Agreement and is not to be 24. ASSIGNMENT. PURCHASER shall not assign or transfer this Agreement without the prior written coment made known or available to any third party without SELLER'S prior written consent. of the SELLER. Any attempt to Make such an assignment or transfer shall be null and void- SELLER shall have 8. PAINTING. The Products shall be painted in accordance with SELLER'S standard practice, and purchased the authority to msiym, or otherwise transfer, its rights and obligations in connection with this Agreement, in whole item such as moors, controls, speed reducers, pumps, me., will be painted in accordance with manufacturers' or in pan, upon pnor written notice to PURCI IASER. standard practices, unless otherwise agreed in writing. 25. LIMITATION ON LIABILITY. TO THE EX'T'ENT PERMISSIBLE BY LAW, SELLER SHALL 9, DRAWINGS AND TFCHNICAL DOCUMENTATION- When PURCHASER requests approval of thawings HAVE NO FURTHER LIABILITY IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE here commencement of manufacture, shipment may be delayed if approved drawings are not returned to COST OF CORRECTING ANY DEFECT S, OR IN THE ABSENCE OF ANY DEFECT, IN EXCESS OF SELLFR within fourteen (14) days of receipt by PURCHASER of such drawings for approval. SELLER will THE VALUE OF FILE PRODUCfS SOLD HEREUNDER. NOTWITHSTANDING ANY LIABILITIES furnish only general a rangemcnt, general assembly, and if required wiring diagram, erection drawings, OR RESPONSIBILITIES ASSUMED BY SELLER HEREUNDER, SELLER SHALL IN NO EVENT BE installation and operation-Maimeraince manuals for SELLER'S equipment (in English language). SELLER will RESPONSIBLE TO PURCHASER OR ANY THIRD PARTY, WHETHER ARISING LINDER CONTRACT, supply six (6) compete sets of drawings and operating instructions. Additional sets will be paid for by TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE FOR LOSS OF PURC'1 IASER. Electronic files, if requested from SELLER, will he provided in p4f. jpg or of format only. ANTICIPATED PROFITS, LOSS BY REASON OF PLANT SHUTDOWN, NON-OPERATION OR 10. SET OFF. This Agreement slall be completely independent of all other contracts between the parties and all INCREASED EXPENSE OF OPERATION, SERVICE INTERRUPTIONS, COST OF PURCHASED OR payments due to SELLER herunder shall be paid when due and shall not be setoff or applied against any money REPLACEMENT POWER, COST OF MONEY, LASS OF USE OF CAPITAL OR REV'ENUF. OR ANY due or claimed to be due from SELLER to PURCHASER on account ofany mho transaction or claim OTHER INDIRECT, INCIDENTAL, SPECIAL„ PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL except for archival or security purposes; b) not to use the program on any computer other than the computer with LOSS OR DAMAGE, WHETHER ARISING FROM DEFECTS, DELAY, OR FROM ANY OTHER which it is supplied: and c) to limit access to the program to those of its employees who are necessary to permit CAUSE WHATSOEVER. authorized use of the progmm PURCHASER agrees to execute and be bound by the terms of any software license RE 1`1510A D9 TE -SEPTEMBER 2010 Clvivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL Rev. 1 1 15 September 17 US MUNICIPAL & INDUSTRIAL FIELD SERVICE RATE SHEET Effective June 2016 Standard (Travel) Daily Rate (8 hour day) $ 1,200.00 Hourly Rate (4 hour minimum) $ 150.00 Standard (Labor) Daily Rate (8 hour day) $ 1,200.00 Hourly Rate (4 hour minimum) $ 150.00 Saturday Daily Rate (8 hour day) $ 1,800.00 Hourly Rate (4 hour minimum) $ 225.00 Sundays/Holidays * Daily Rate (8 hour day) $ 2,400.00 Hourly Rate (4 hour minimum) $ 300.00 Overtime *'I Hourly Rate - Standard Day $ 225.00 Hourly Rate - Sundays & Holidays $ 300.00 * For all hours worked over eight (8) hours per standard day and Saturdays Sunday & Holiday requests will be billed at the double-time rate UNLESS OTHERWISE ARRANGED; EXPENSES ARE CHARGED AT ACTUAL COST PLUS 10% Please Note • All of the rates provided are portal to portal. In addition, travel and living expenses will be invoiced at actual cost PLUS 10 % and documentation will be provided for these expenses. If a fixed Per Diem rate is required, it will be charged at $250.00 per day (lodging and meals) with the exception of the East Coast where the price will be $300.00). Travel/Labor on Saturday will be billed at the overtime rate. Travel/Labor on Sunday or Holidays will be billed at the double-time rate. • Use of Ovivo Fleet vehicles for travel will be charged at the rate of $0.54 per mile. CNivo USA, LLC 4246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Worldwide Experts Q2017044-CL i Water Treatment 7 SEPTEMBER 2017 ASHLAND WWTP ASHLAND, OR PROJECT Reciprocating Rake Classifier Replace f . 14' dia. Dorr Olive, . ' Serial #51625- AREA REPRESENTATIVE Treatment Equipment Company Jens Nielsen (12" 5 10f8-9955 lens@tec-nw.com nPw Chad Layton Phone (801) 931-3240 4246 Riverboat Road - Suite 300 Fax :1 1:1 Salt Lake CitV, Utah 84123-2583 chad.lavton@ovivowater.com PROPOSAL Q2017037-CL I b PROJECT SUMMARY: Ovivo USA, LLC proposes to furnish one (1) Reciprocating Rake Classifier for installation in a sloped concrete channel approximately 27-ft long by 1'3" wide. This is for one (1) existing Dorr Oliver" mechanism installed in 1999 under serial #51625-1. Ovivo is also providing turn-key removal/installation services as an option. Reciprocating Rake Ovivo will manufacture and supply one (1) drive unit platform required for drive unit conversion to include the following: • One (1) 27'x 1' 3" Reciprocating Rake Classifier • Reciprocating rake mechanism, 27' long (approx.) rake with blades • Supports, brackets & linkage components • Pivot shafts • Drive base • Guard • Crank • Motor (1 Hp) 230/460 volt, 3 phase, 60 Hertz, 1.15 SF, TEFC, 1800 RPM, class F ins. • Mechanical variable speed drive, 5:1 • Speed reducer, helical • Torque coupling with limit switch • Anchor bolts - 304 SS • Assembly fasteners - 304 SS • Equipment identification plate. • One (1) year warranty • O & M manual • Engineering • FCA factory, freight allowed to jobsite • Paint process is an SSPC-SP-6 metal prep followed by two (2) coats of Tnemec Series 69 primer and finish coat for a DFT total of 6-8 mils Items NOT Included • Grit Pumps and associated equipment • Controls of any type • Organics Return Pump • Pumps of any kind • Concrete or grout • Concrete work • Any piping, valves or supports not described above • Field sandblast, field applied primer, finish coats, or touchup • Lubricants • Spare parts Ovivo USA, LLC 14246 Riverboat Road, suite 300, salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL I b • Field welding • Flange protection • Dielectric insulation • Warranty for corrosion of the specified materials and coatings due to aggressive environmental conditions above Price for Reciprocating Rake mechanism as described above $ 94,500.00 Lead time is 24 weeks for materials acquisition & fabrication Replacement Labor Removal & Installation Services • Mobilization to site - slings, shackles, chain hoists/falls, rigging & related equipment • Remove existing Dorr Oliver" classifier • Install new Ovivo rake classifier • Align & time new classifier • Startup/checkout services • One (1) year warranty parts & installation • Demobilization of personnel and equipment • 10 hours per day Items NOT Included • Draining or cleaning of tank prior to start of removal or installation • Electrical disconnect/installation or alteration of existing electrical supply • Finish or touch up painting • Lubricants or drive unit oil • Disposal of any old lubricants/fluids • Overtime work hours or removal of old debris Price for Grit Classifier removal/installation services as described above $ 38,083.00 This is a prevailing wage project and those prices are reflected in this quote DELIVERY Ovivo intends to ship all Products as indicated above after receipt of approved purchase order and approved submittal drawings from Purchaser. However, the date of shipment of the Products represent Ovivo's best estimate, but is not guaranteed, and Ovivo shall not be liable for any damages due to late delivery. The Products shall be delivered to the delivery point or points in accordance with the delivery terms stated in this proposal. If such delivery is prevented or postponed by reason of Force Majeure, as defined in Ovivo's standard terms and conditions of sale, Ovivo shall be entitled at its option to tender delivery to Purchaser at the point or points of manufacture, and in default of Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 fax: (801) 931-3080 ovivowater.com PROPOSAL • September Purchaser's acceptance of delivery, to cause the Products to be stored at such a point or points of manufacture at Purchaser's expense. Such tender, if accepted, or such storage, shall constitute delivery for all purposes of this proposal. If shipment is postponed at request of Purchaser, or due to delay in receipt of shipping instructions, payment of the purchase price shall be due on notice from Ovivo that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by Ovivo with respect to the Products shall be for the account of Purchaser and shall be paid by Purchaser when invoiced. PRICING TERMS All prices quoted are in US Dollars. Prices are good for 45 days. After expiration of the pricing effective period, prices will be subject to review and adjustment. Prices quoted are FOB point of shipment, with freight included to an accessible point nearest the jobsite. Federal, state or local sales, use or other taxes are not included in the sales price. PAYMENT TERMS Payment terms are: One hundred percent (1009) payment due within forty five (45) days after Purchaser's receipt of invoice. Invoice will be submitted after all materials have been received at the job site or they have been successfully installed by an Ovivo contractor and the field service check-out and start-up procedure is finalized. Credit is subject to acceptance by the Ovivo Credit Department. Purchaser shall remit payment for proper invoices received from Ovivo in accordance with the payment terms stated above even if the Purchaser has not been paid by the Purchaser's customer (the "Owner"), if Purchaser is not the end-user of the Products. Payments are due within forty five (45) days after Purchaser's receipt of invoice. Overdue and unpaid invoices are subject to a service charge of 2% per month until paid. If Purchaser requests or causes cancellation, suspension or delay of Ovivo's work, Purchaser shall accept transfer of title and pay Ovivo all appropriate charges incurred up to date of such event plus Ovivo's overhead and reasonable profit. Additionally, all charges related to and risks incidental to storage, disposition and/or resumption of work shall be borne solely by Purchaser. Full payment for all work shall be due and payable forty five (45) days from the date work is placed into storage. TAXES Federal, State or local sales, use or other taxes are not included in the sales price. Such taxes, if applicable, shall be for Purchaser's account. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL BACKCHARGES In no event shall Purchaser/Owner do or cause to be done any work, purchase any services or material or incur any expense for the account of Ovivo, nor shall Ovivo be responsible for such work or expenses, until after Purchaser/Owner has provided Ovivo's PROJECT MANAGER full details (including estimate of material cost and amount and rate of labor required) of the work, services, material or expenses, and Ovivo has approved the same in writing. Ovivo will not accept Products returned by Purchaser/Owner unless Ovivo has previously accepted the return in writing and provided Purchaser/Owner with shipping instructions. "PURCHASE ORDER SUBMISSION" In an effort to ensure all purchase orders are processed timely and efficiently, please submit all purchase order documentation to the following department and address: Attn: Order Entry Administrator Ovivo USA, LLC 4246 Riverboat Road - Suite 300, Salt Lake City, Utah 84123-2583 Fax 801-931-3080 Tel. 801-931-3240 chad.layton@ovivowater.com ADDITIONAL FIELD SERVICE When included and noted in the Product pricing of each proposal item, Ovivo will supply the service of a competent field representative to inspect the completed installation and adjustment of equipment, supervise initial operation, and instruct Owner's personnel in the operation and maintenance of each proposal item for the number of eight (8) hour days. Notwithstanding Ovivo's performance of the above-referenced services, Ovivo shall not be held liable for any faulty workmanship or other defects in the Products' installation, or for other goods and/or services, performed by third parties unless such goods and/or services are expressly included under Ovivo's scope of work. If additional service is required over and above the Field Services described above, it will be furnished to the Purchaser and billed to him at the current rate for each additional day required, plus travel and lodging expenses incurred by the service personnel during the additional service days. It shall be the Purchaser's responsibility to provide for all necessary lubrication of all equipment prior to placing equipment in operation. All equipment must be in operating condition and ready for the Field Service Engineer when called to the project location. Should the Contractor not be ready when the Field Service Engineer is requested or if additional service is requested, the Ovivo current service rates will apply for each additional day required, Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL I Q2017037-CL 1 7 September 17 plus travel and lodging expenses incurred by the service personnel during the additional service days. SURFACE PREPARATION AND PAINTING GENERAL INFORMATION If painting the Products is included under Ovivo's scope of work, such Products shall be painted in accordance with Ovivo's standard practice. Shop primer paint is intended to serve only as minimal protective finish. Ovivo will not be responsible for condition of primed or finished painted surfaces after equipment leaves its shops. Purchasers are invited to inspect painting in our shops for proper preparation and application prior to shipment. Ovivo assumes no responsibility for field service preparation or touch-up of shipping damage to paint. Painting of fasteners and other touch-up to painted surfaces will be by Purchaser's painting contractor after mechanism erection. Clarifier motors, gear motors and center drives shall be cleaned and painted with manufacturer's standard primer paint only. It is our intention to ship major steel components as soon as fabricated, often before drives, motors and other manufactured components. Unless you can insure that shop primed steel shall be field painted within thirty (30) days after arrival at the jobsite, we encourage you to purchase these components in the bare metal (no surface prep or primer) condition. Ovivo cannot accept responsibility for rusting or deterioration of shop applied prime coatings on delivered equipment if the primed surfaces have not been field painted within thirty (30) days of arrival at the jobsite using manufacturers' standard primers. Other primers may have less durability. GENERAL ITEMS NOT INCLUDED Unless specifically and expressly included above, prices quoted by Ovivo do not include unloading, hauling, erection, installation, piping, valves, fittings, stairways, ladders, walkways, grating, wall spools, concrete, grout, sealant, dissimilar metal protection, oakum, mastic, field painting, oil or grease, electrical controls, wiring, mounting hardware, welding, weld rod, shims, leveling plates, protection against corrosion due to unprotected storage, special engineering, or overall plant or system operating instructions or any other products or services. Performance and payment security, including but not limited to bonds, letters of credit, or bank guarantees, are not included, but can be provided if purchased for an additional cost. MANUALS The content of any and all installation, operation and maintenance or other manuals or documents pertaining to the Products are copyrighted and shall not be modified without the express prior written consent of Ovivo. Ovivo disclaims any liability for claims resulting from unauthorized modifications to any such manuals or other documents provided by Ovivo in connection with the Project. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 I Fax: (801) 931-3080 ovivowater.com PROPOSAL • WARRANTY AND CONDITIONS Ovivo standard Terms and Conditions of Sale is attached and made an essential part of this proposal. These terms and conditions are an integral part of Ovivo's offer of Products and related services and replace and supersede any terms and conditions or warranty included in Purchaser or Owner requests for quotation or specifications and cannot be changed without written approval from an authorized representative of Ovivo. Ovivo USA, LLC 4246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com PROPOSAL Q2017037-CL September 1. ACCEPTANCE. -fhe proposal of OVIVO USA. LLC ("SELLER"). as well as these terns and conditions of applicable to the Products supplied. sale (collectively the "Agreement'), constitutes SELLER's contractual offer of goods and associated services, and 11. SOFTWARE. PURCHASER shall have a nonexclusive and nontransferable license to use any information PURCI IASER's acceptance of this offer is expressly limited to the terns of the Agreement. The scope and terms processing program supplied by SELLER with the Products. PURCHASER acknowledges that such programs and and cunditions of this Agreement represent the entire offer by SELLER and supmedc all prim solicitations, the information contained therein is Confidential Information and agrees: a) not to copy or duplicate the program discussions, agmments, understandings and representations between the parties. Any scope or terms and 12. P.k rEN1' INDEMNI f1. SELLER will defend at its own expose any sun imritutcel against PURCHASER conditions included to PURCHASER's au:eptanedpurctwe under that arc in addition to or different from this bassi upon claims that SELLER'S Product hereunder in and of itself constitutes an infringerneot of any valid Agreement are hereby rejected. apparatus claims of any United States patent issued and existing as of the date of this Agreement, if nxrified 2. DELIVERY. Any statements relating to the date of shipment of the products (as defined below) represent promptly in writing and given all information, assistance, and sole authority to defend and settle the same, and SELLER'S best estimate, but is not guaranteed, and SELLER shall not be liable for any damages due to late SELLER shall indemnify the PURCHASER against such claims of infringement. Furthrrme, in case the use of delivery. I'he Products shall be delivered to the delivery point or points in accordance with the delivery terns suited the Products is enjoined in such suit or in case SELLER otherwise deans it advisable, SELLER shall, at its own in SELLER'S proposal. If such delivery 6 prevented or postponed by reason of Force Majeure (as defined below), expense and discretion, (a) proeum for the PURCHASER the right to continue using the products, (b) replace the SELLER shall be entitled at its option to tender delivery to PURCHASER at the point or points of rtanufacture, same with non-infringing Products, (e) modify the Product so it becomes awn-infringing, or (d) remove the and in default of PURCHASER's acceptance of delivery to cause the Products to be stored at such a point or points Products and refund the purchase price less freight charges and depreciation. SELLER shall not be liable for, and of manufacture at PURCI IASER'S expense. Such tender, if accepted, or such storage, shall constitute delivery for PURCHASER shall indemnify SELLER for, any claim of infringement related to (a) the use of the Products fm all purposes of this agreement. If shipment is postponed at request of PURCHASER, or due to delay in receipt of any purpose other than that for which it was furnished by SELLER, (b) compliance with equipment designs nos shipping instructions, payment of the purchase price shall be due on notice from SELLER that the Products are furnished by SELLER or (c) use of the Products in combination with any other equipment. The foregoing states ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by SELLER with the sole liability of SELLER for patent infringement with respect to the Products respect to the Products shall be for the account of PURCHASER and shall be paid by PURCHASER when 13. GENERAL INDEMNITY. Subject to the rights, obligations and limitations of liabilities of the parties set invoiced. forth in this Agreement, PURCHASER shall pmtmt and indemnify SELLER, its ultimate parent, its ultimate 3. TITLE AND RISK OF LOSS. SELLER shall retain the fullest right, title, and interest in the Products to the parent's subsidiaries and each of their respective officers, directors, employees and agents, from and against all extent permitted by applicable law, including a security interest in the Products, until the full purchase price has claims, demands and causes of action asserted by any entity to the extent of PURCHASER's negligence or willful been paid to SELLER 'I he giving and accepting of drafts, notes and/or trade acceptances to evidence the payments misconduct in connection with this Agreement. due shall not constitute or be construed as payment so as to pass SELLER's interests until said drafts, notes and/or 14. DEFAULT, TERMINATION. In the event that PURCHASER becomes insolvent, commits an act of trade acceptances are paid in full. Risk of loss shall pass to PURCHASER at the delivery point. bankruptcy or defaults in the perfonrance of any term or condition of this Agreement, the entire unpaid portion of 4. PAYMENT TERMS. SELLER rsemes the right to ship the Products and be paid fm such on a pro rata basis, the purchase price shall, without notice or demand, become immediately due and payable. SELLER at its option, as shipped. If payments are not made by the due date, interest at a rate of two percent (2%) per month, calculated without notice or demand, shall be entitled to site for said balance and for reasonable legal fees, plus out-of-pocket daily, shall apply from the due date for payment. PURCHASER is liable to pay SELLER'S legal fees and all other expenses and interest; and/or to enter any place where the Products are located and to take immediate possession of expenses in respect of enforcing or attempting to enforce any of SELLER'S rights relating to a breach or threatened and remove the Products, with or without legal proesst aodtur retain all payments made as compensation for the breach of the payment terms by PURCI IASER.. use of the Products: and/or resell the Products, without notice or demand fir and on behalf of the PURCHASER, 5. 'TAXES. Unless otherwise specifically provided in SELLER's quotation/pruposal; PURCHASER shall pay and to apply the net proceeds from such sale (after deduction from the sale price of all expenses of such sale and all and/or reimburse SELLER, in addition to the price, for all sales, use and ether taxes, excises and charges which expenses of r Making possession, repairs necessary to put the Products in saleable condition storage charges, taxes, SELLER may pay or be required to pay to any government directly or indirectly in connection with the production, liens, collection and legal fees and all other expenses in connection therewith) to the balance then due to SELLER sale, transportation, and/or use by SELLER or PURCILASER, of any of the Products or services dealt with herein for the Products and to receive from the PURCHASER the deficiency between such tut proceeds of sale and such (whether the same may be regarded as personal or real property). PURCHASER agrees to pay all property and balance. PURCHASER hereby waives all trespass, damage and claims resulting from any such entry, repossession, other taxes which may be levied, assessed or charged against or upon any of the Products on or after the date of removal, retention, repair, alteration and sale. The remedies provided in this paragraph are in addition to and not actual shipment, or placing into storage for PURCHASER'S account limitations of any other rights of SELLER. 6. MECHANICAL WARRANTY. Solely for the benefit of PURCHASER, SELLER warrants that new 15. CANCELLATION. PURCHASER may tcrmlrote this Agreement for convenience upon giving SELLER equipment and parts manufacturod by it and provided to PURCHASER (collectively, "Products") shall be free from thirty (30) days prior written notice of such fact and paying SELLER for all costs and expenses (including defiers in material and workmanship. The warranty period shall be twelve (12) months from startup of the overhead) incurred by it in perfuming its work and closing out the same plus a reasonable profit thereon All such equprie t not to exceed eighteen (18) months from shipment. If any of SELLER'S Products fail to comply with costs and expenses shall be paid to SELLER within ten (10) days of the termination of the Agreement, or be the foregoing warranty, SELLER shall repair or replace fret of charge to PURCI IASEIL, EX WORKS SELLER'S subject to an additional late payment penalty of five percent (5%) of the total amount of costs and expenses owed. FACTORIES or other location that SELLER designates, any product or parts thereof returned to SELLER. which 16. REMEDIES. The rights and remedies of the PURCHASER in connection with the goods and smites examination shall show to have failed under normal use and write operation by PURCHASER within the provided by SELLER herennder are exclusive and limited to the rights and remedies expressly stated in this Warranty Period; provided, that if it would be impracticable for the Product or part thereof to be returned to Agreement. SELLER, SELLER will send a representative to PURCHASER's job site to inspect the Product. If it is determined 17, INSPECTION. PURCHASER is entitled to make reasonable inspection of Products at SELLER's facility. after inspection that SELLER is liable under this warranty to repair or replace Cite Product or part thereof, SELLER SELLER reserves the right to determine the reasonableness of the request and to select an appropriate time for such shall bear the transportation costs of (a) returning the Product to SELLER for inspection or sending its inspection. All costs of inspections not expressly included as an itemized pact of the quoted price of the Products representative to the job site and (b) returning the repaired or replaced Products to PURCHASER; however, if it is in this Agreement shall be paid by PURCHASER. determined after inspection that SELLER is not liable under this warranty, PURCHASER shall pay those coats. For 18. WAIVER Any failure by SELLER to enforce PURCHASER's strict performance of any provision of this SELLER to be liable with respect to this warranty, PURCHASER most make its claims to SELLER with respect to Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this warranty in writing no later than thirty (30) days after the date PURCHASER disco- the basis for its this Agreement. warranty claim and in no event more than thirty (30) days after the expiration of the Warranty Period. In addition to 19, COMPLIANCE WITH LAWS. If applicable laws, ordinances, regulations or conditions require anything any other limitation or disclaimer with rspect to this warranty, SELLER shall have no liability with respect to any different from, or in addition to, that called for by this Agreement, SELLER will satisfy such requirements at of the following: (it failure of the Products, or damages to them, due to PURCHASER's negligence or willful PURCHASER'S written request and expense. misconduct, abase or improper storage, installation application or maintenance (as specified in any manuals or 20. FORCE MAJEURE. If SELLER is rendered unable, wholly or in material part, by reason of Force Majeure to written instruetiore that SELLER prooicis to the PURCHASER); (ii) any Products that haee been altered or carry out any of its obligations hereunder, then on SELLER's notice in writing to PURCHASER within a repaired in any way without SELLER'S prior written authorization (iii) Theorists of dismantling and reinstallation reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended "Force Majeure" of the Products; (iv) any Products damagedwhile in trap it or otheaovise by acciderit; (v) dmtmpesition of Products shall include, but not be limited to, acts of (dud, laws and regulations, strikes, civil disobedience or wrest, by chemical action, erosion or corrosion or wear to Products or due to conditions of temperature, noistare and dirt; lightning, fire, flood, w host, storm, communication lines failure, delays of the PURCHASER or PURCI IASER's or (vi) claims with respect to pans that are consumable and normally replaced during maintenance such as filter subcontractors, breakage or accident to equipment m machinery, wars, police actions, terrorism embugas, and any media, filter ciainage belts and the like, except where such putts arc not perfimning to SELLER'S estimate of other causes that are not rwsombly within the control of the SELLER. If the delay is the result of PURCI IASER's normal service life, in which case, SELLER shall only be liable for the pro rata cost of replacemment of those pans action or inaction then in addition to an adjustment in time. SELLER shall be entitled to reimbursement of costs based on SELLER'S estimate of what the remaining service life of these parts should have been provided, that incurred to maintain its schedule. failure of those parts did net result from any of the reattm listed in clauses (i) through (v) du. c. With regard to 21. INDEPENDENT CONTRACTOR. It is expressly understood that SELLER is an independent contractor, and third-party parts, equipment, accessories or components not of SELLER'S design SELLER'S liability shall be that neither SELLER nor its principals, partners, parents, subsidiaries, affiliates, employees or subcontn ictrs arc limited solely to the assignment of available third-party warranties. THE PARTIES AGREE THAT ALL servants, agents, harmers, joint ventures or employees of PURCHASER in any way whatsoever. OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A 22. SEVERABILITY. Should any portion of this Agreement, be held to be invalid or unenforceable under PARTICULAR PURPOSE AND MERCHANTARILITI', WHETHER WRITTEN, ORAL OR applicable law then the validity of the remaining portions thereof shall not be affected by such invalidity or S1 'ATLTOR1', ARE EXCLUDED '1'0 THE FULLEST EXTENT PERMISSIBLE B1' LAW. All warranties unenforceability, and shall remain in full force and effect. Furttaanmc, any invalid or umetafrcable provision shall be and obligations of SELLER shall terminate if PURCHASER fails to perform its obligations under this Agreement modified accordingly within the confios of applicable law, gluing maximum perm i ible effect to the panic' intentions including but not limited to any failure to pay anv charges due to SELLER. SELLER'S quoted price for the oxp .,d herein. Products is based upon this warranty. Any increase in warnomy obligation may be subject to an increase in price. 23. CHOICE OF LAW, CHOICE OF VENUE. This Agreement shall be governed and construed in accordance 7. CONFIDENTIAL INF'ORMAT'ION, All nonpublic information and data furnished to PURCHASER with the laws of the Sure of Urah, without regard to its rules regarding conflicts or choice of law. The parties hereunder, including but not limited to price, size, type and design of the Products is the sole property of SELLER submit to the jurisdiction and venue of the sane and federal coarts located in Salt Lake City, Utah and submitted for PURCHASER'S own confidential use solely in connection with this Agreement and is not to be 24. .ASSIGNMENT. PURCILASER shall not assign or transfer this Agreement without the prim written consent node known or available to any third party without SELLER'S prior written cement. of the SELLER Any attempt to make such an assignment or transfer shall be null and void SELLER shall have 8. PAINTING. -1 he Products shall be painted in accurolance with SELLER'S standard practice, and purchased the authority to assign or otherwise transfer, its rights and obligations in connection with this Agreement, in whole items such as moors, controls, sped reducers, pumps, ac., will be painted in acco lance with manufacturers' or in part, upon prim written notice to PURCHASER. standard practices, unless otherwise agreed in writing. 25. LIMI'TA'TION ON LI:ABILIIY. TO FHE EXTENT PERMISSIBLE Bl LAW, SELLER SHALL 9, DRAWINGS AND TECHNICAL DOCUMENTATION. When PURCHASER requests approval ofdrawings HAVE NO F'URFHER LIABILHA IN CONNECTION WI'IH'1'HIS AGREEMENT' IN EXCESS OF THE before commencement of manufacture, shipment may be delayed if approved drawings are not returned to COST OF CORRECTING ANl' DEFECTS, OR IN THE ABSENCE OF ANl' DEF'ECT, IN EXCESS OF SELLER within fourteen (14) days of receipt by PURCHASER of such drawings for approval. SELLER will THE VALUE OF THE PRODUCTS SOLD HEREUNDER. NOTWITHSTANDING ANY LIABILITIES furnish only general arrangement, general assembly, and if required wiring diagrams, emetion drawings, OR RESPONSIBILITIFS ANSL'MED BY SELLER HEREUNDER, SELLER SHALL, IN NO EVENT HE installation and operation-maintenance manuals for SELLER'S equipment (in English language). SELLER will RESPONSIBLE TO PURCHASER OR.ANY THIRD PARTY, WHETHER:ARISING UNDERCONTRACT, supply six (6) complete sets of drawings and operating instructions. Additional sets will be paid for by TORT (INCLUDING NEGLIGENCE), STRICT LLABILITY, OR OTIIERWISF, FOR LOSS OF PURCHASER. Electronic files, if requested from SELLER, will be provided in pd . jpg or of first only. ANTICIPATED PROFITS, LOSS BY REASON OF PLAIT SHUTDOWN, NON-OPERATION OR 10. SET OFF. This Agreement shall be completely independent of all other contracts between the parties and all INCREASED EXPENSE OF OPERATION, SERVICE INTERRUPTIONS, COST OF PURCHASED OR payments due to SELLER hereunder shall be paid when due and shall not be setoffor applied against any money REPLACEMENT POWER, COST OF MONEY, LASS OF USE OF CAPITAL OR REVENUE OR ANY due or claimed to be due from SELLER to PURCHASER on account of any other transaction or claim OTHER INDIRECT, INCIDENTAL., SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL except for archival or security purposes; b) not to use the program on any computer other than the computer with LOSS OR DAMAGE, WHETHER ARISING FROM DEFECTS, DELAY, OR FROM ANY OTHER which it is supplied; and c) to limit accts to the program to those of its employees who are necessary to permit CAUSE WHATSOEVER authorized use of the program PURCHASER agrees to execute and be bound by the terns of any software license REVISION DATE - SEPTEMBER 2010 Ovivo USA, LLC ) 4246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com September US MUNICIPAL & INDUSTRIAL FIELD SERVICE RATE SHEET Effective June 2016 Standard (Travel) Daily Rate (8 hour day) $ 1,200.00 Hourly Rate (4 hour minimum) $ 150.00 Standard (Labor) Daily Rate (8 hour day) $ 1,200.00 Hourly Rate (4 hour minimum) $ 150.00 Saturday Daily Rate (8 hour day) $ 1,800.00 Hourly Rate (4 hour minimum) $ 225.00 Sundays/Holidays * Daily Rate (8 hour day) $ 2,400.00 Hourly Rate (4 hour minimum) $ 300.00 Overtime Hourly Rate - Standard Day $ 225.00 Hourly Rate - Sundays & Holidays $ 300.00 For all hours worked over eight (8) hours per standard day and Saturdays Sunday & Holiday requests will be billed at the double-time rate UNLESS OTHERWISE ARRANGED; EXPENSES ARE CHARGED AT ACTUAL COST PLUS 10% Please A-c.,,{,. • All of the rates provided are portal to portal. In addition, travel and living expenses will be invoiced at actual cost PLUS 10 % and documentation will be provided for these expenses. If a fixed Per Diem rate is required, it will be charged at $250.00 per day (lodging and meals) with the exception of the East Coast where the price will be $300.00). Travel/Labor on Saturday will be billed at the overtime rate. Travel/Labor on Sunday or Holidays will be billed at the double-time rate. • Use of Ovivo Fleet vehicles for travel will be charged at the rate of $0.54 per mile. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 ovivowater.com Purchase Order pri'Aal Fiscal Year 2018 Page: 1 of: 1 THIS PO NUMBER MUST APPEAR ON ALL INVOICES, AND SHIPPING DOCUMENTS. B City of Ashland I ATTN: Accounts Payable ~ 20 E. Main Purchase 2018103 4~ Ashland, OR 97520 Order # T Phone: 541/552-2010 O Email: payable@ashland. or. us E S C/O Wastwater Treatment Plant OVIVO USA, LLC H 4246 RIVERBOAT RD 1195 Oak Street D STE 300 P Ashland, OR 97520 O SALT LAKE CITY, UT 84123 Phone: 541/488-5348 R T Fax: 541/552-2364 O Vendor Phone Number Vendor:Fax Number Raging tlnn P bef -Qglwsry Referan'_ - _ David Gies Date Ordered Vendor'Number :Date Required raig r5mah -arm Qepartment/Location - - - 09/26/2017 3447 Cit Accounts Pa able Item# Descn tion/PartN Extended Price Rehab Rake Classifier at WWTP 1 Rehab rake classifier on headworks grit system at WWTP. 1 $45,519.0000 $45,519.00 Contract for WWTP (Rehab Rake Classifier on Grit Removal System) Beginning date: 09/20/2017 Completion date: 01/19/2018 Project Account: GL SUMMARY 086100 - 602400 $45,519.00 I By: e ~ Date: A,uKorize-d S ature PO Total $45,519.00 r 3 CITY OF ASHLAND REQUISITION Date of request: Required date for delivery: Vendor Name Ob°JV 0 t 1 <1i /,+j Address, City, State, Zip Contact Name & Telephone Number Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ invitation to Bid Co ies on file ( P ) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached Attach co of council communication If council approval required, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) 0 State of Oregon ❑ Direct Award Date approved by Council: ❑ Verbal/Written quote(s) or proposal(s) -(Attach copy of council communication) Contract # ❑ State of Washington Intermediate Procurement Sole Source Contract # GOODS & SERVICES Applicable Form 5 , 7 or 8) ❑ Other government agency contract $5,000 to $100,000 I Written quote or osal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES Intergovemmental A reemen $5,000 to $75,000 ❑ ~ecial Procurement 9 ❑ t Agency ❑ Form #9, Request for Approval y El Less than $35,000, by direct appointment El Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication) Description of SERVICES / Total Cost item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST Per attached quotelproposaf $ PrajeCLNuti6is4;r------ YOO c otint Nu~~.~r--- ------~ocouizt I•lsiml~eT `Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. C Di., c . 1;''i C6lh b:,';'c:Eon r4`; ^artfr,a,?t to a rove all hard r3 .:rig ..'a" t a Jra 11 l T Director Date Supcort -Yes I No By signing this req is' ' form, l certify th t he City's public contracting requirements have been satisfied. Employee: Department Head: 2~ Sc~ ~7 I (Eq alt~g ert a $ O) Department ManagerlSupervisor: City Administrator: (Equal to or greater than $25,000) Comments: ;5F' ~Ge Director- to or greater than 5,000) Date Form tt3 - Ranjiiciiinn CITY OF -ASHLAND NOTICE OF TRANSMITTAL TO: Chief O'Meara DATE: 9/27/2017 PROJECT: JOB NO.: SUBJECT: THE FOLLOWING ITEMS ARE BEING SENT TO YOU: ENCLOSED X UNDER SEPARATE COVER REMARKS: Please review and sign the attached requisition and contract for Ovivo USA Inc. Once finished please forward to Kari for processing. Let me know if you have any questions on this one! Thank you! Department of Public Works By: Tami De Mille-Campos Title: Administrative Supervisor PUBLIC WORKS Tel: 541-488-5587 20 E. Main Street Fax: 541488-6006 Ashland, Ore on 97520 TTY: 800-735-2900 1raLI shland.or. www.a us t FORM #s CITY OF -ASH L AND SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: Paula Brown, Public Works Director From: David Gies, Wastewater Date: September 20, 2017 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $45,519.00 Project name: Reciprocating Rake Classifier Rehab Description of goods and services: Repair grit reciprocating brake Background: Findings: The City of Ashland utilizes an OVIVO Grit Removal System. The reciprocating rake is broken into two pieces. OVIVO came to the WWTP and has submitted quotes to replace the existing system or repair the existing system. Based on cost, it has been determined to repair the existing system. OVIVO is the best company to handle this repair because they have all of the shop drawings for the existing equipment. They also have all of the bearings, bushings and rods needed to complete the repair. Utilizing any other company would require extra time and effort to recreate the existing equipment. Funds are available in 086100.602400 to pay for this repair. Market Research Overall finding: [In accordance with ORS 279B. 075, these are the examples of findings that should be addressed. Select at least one of the findings and prepare the determination as it specifically relates to the goods or services being procured. More than one finding can be addressed. The findings are as follows. Form #5 - Sole Source -Goods and Services - Less than $100,000, Page 1 of 2, 9/20/2017 Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. The existing grit system only needs to be partially repaired. Installing a new grit removal system is cost prohibitive. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. N/A Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. N/A Pursuant to ORS 27913.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. Form #5 - Sole Source -Goods and Services - Less than $100,000, Page 2 of 2, 9/20/2017