HomeMy WebLinkAboutRES NO 111-2020f
RESOLUTION NO. 1 1 1 2® G
RESOLUTION DETERMINING THAT PARTS AND
SERVICES .REQUIRED FOR THE AIR DIFFUSERS
LOCATED AT WASTEWATER TREATMENT
PLANT NO. 3 CANNOT BE REASONABLY
OBTAINED THROUGH THE USUAL BIDDING
PROCEDURES AND AUTHORIZING THE
FINANCE DIRECTOR TO DISPENSE WITH
BIDDING THEREFOR, NOT TO EXCEED
$250,000.
WHEREAS, Wastewater Treatment Plant No. 3 (WWTP 3) has ten aeration basins
for the biological treatment of influent wastewater; and
WHEREAS, replacement parts and after-sales services for the AEROSTRIP air
diffusers installed in the aeration basins are only available from Ovivo USA, LLC (Ovivo)
as stated in the sole source letter attached hereto as Exhibit A and incorporated by
reference herein; and
WHEREAS, WWTP 3 is in need. of reskinning 590 air diffusers, for which Ovivo has
submitted a quote attached hereto as Exhibit B and incorporated by reference herein;
and
WHEREAS, Coombs Hopkins Company is the designated representative of Ovivo
units and its parts installed at WWTP 3; and
WHEREAS, the Public Works Director recommends the Council find the purchase
of replacement parts and services required to reskin the air diffusers located at WWTP 3
can only be reasonably obtained from Ovivo, because Ovivo is the sole distributor of
the required parts and services for the City's geographical area, and recommend the
Council dispense with bidding requirements, in accordance with subsection D.2 of
Section 3.20.060 of the Bakersfield Municipal Code.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as
follows:
The above -recitals are true and correct and incorporated herein by
reference.
2. Based on the facts included in the above recitals, the purchase of the
required replacement parts and services can only be reasonably obtained
from Ovivo, because Ovivo is the sole distributor of the required parts and
services for the City's geographical area.
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3. The expenditure of funds for required parts and services shall not exceed Two
Hundred Fifty Thousand Dollars ($250,000).
4. The Finance Director is authorized to dispense with bidding in accordance
with Section 3.20.060 of the Bakersfield Municipal Code
I HEREBY CERTIFY that the foregoing Resolution was passed and adopted, by the
Council of the City of Bakersfield at a regular meeting thereof held on
AUG 12 1010 by the following vote:
AYES: COUNCILMEMBER RIVERA GONZALES, WEIR, SMITH, FREEMAN, SULLIVAN,-R^-,�,R6E-R._
NOES: COUNCILMEMBER NQN,
ABSTAIN: COUNCILMEMBER
SENT: COUNCILMEMBER PAKLIF1
14c
J LIE DRIMAKIS, CMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED: AUG 12 1010
By
KAREN GOH
Mayor
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
dH
UA RUDNICK
Deputy City Attorney II
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Ovivo USA, LLC
4246 Riverboat Road, Suite 300
Salt Lake City, Utah
84123
USA
June 26, 2020
City of Bakersfield
8101 Ashe Road
Bakersfield, CA 93313
To whom it may concern:
EXHIBIT A
Telephone: 801.931.3000
Facsimile: 801.931.3080
www.ovivowater.com
19 Worldvvide Experts
in Water Treatment
Please be advised OVIVO USA, LLC (Formerly known as Eimco Water Technologies — EWT) is the
exclusive distributor for the marketing, sales and after-sales service of all AEROSTRIP® products in the
United States.
OVIVO USA, LLC's sole designated Sales Representative for your area is:
Coombs Hopkins Company
Brian Villacorta
2011 Palomar Airport Rd, Suite 303
Carlsbad, CA 92011
Purchase orders are to be made out to: Ovivo USA, LLC and will be invoiced directly.
Respectfully,
Karen Burns
Product Manager— Rebuild Group
Office Phone: (801) 931-3027
Office Fax: (801) 931-3080
Email: Karen.burns@ovivowater.com
AEROSTRIP® is a registered trademark of Aquaconsult Anlagenbau GmbH Austria.
EXHIBIT B
PROPOSAL
Worldwide Experts. Q1298- KB
014,n Water Treatment
25 JUNE 2020
BAKERSFIELD WWTP
BAKERSFIELD, CA
AREA REPRESENTATIVE
Coombs Hopkins Company
Brian Villacorta
925.989.6041
brain@chcwater.com
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PROJECT SUMMARY:
Ovivo USA, LLC (formerly EIMCO Water Technologies — EWTT") is pleased to offer the following
proposal to provide a variation of replacement diffusers and membrane kits with reskinning
services. This is for the existing Ovivo Aeration System.
ITEM I; MEMBRANE REPLACEMENT KITS INCLUDE THE. FOLLOWING:.(Per Kit)
- One (1) T3.5-18 Polyurethane membrane
- Two (2) Peripheral strip A short ends
- Two (2) Peripheral strip A long sides
- Double sided tape
- One (1) Rubber seal
- One (1) Lower membrane washer
- One (1) Upper membrane washer
- Chemicals (Silicone, Sikaflex adhesive, Sikaflex primer)
- Teflon tape
- Spare compression fittings (5% of total kits ordered)
- Removal or installation services (Available upon request)
- Anchors, hardware or compression fittings (existing to be reused)
- Stainless steel panel and stainless steel outer strips (existing to be reused)
- Pipe repair
- Tubing
- No components not specifically mentioned above
- T3.5-18 Diffusers to be rebuilt at our rebuild shop in San Diego, CA
- Supervision and labor to install new membranes on existing stainless steel panels,
tools and other construction equipment as needed
- Perform leak testing and repair leaks as necessary
- Transportation cost to/from rebuild facility (Does NOT include crating, which will be
required for shipment)
- Lead time is approximately 6 weeks after receipt of shipment to our rebuild shop in
San Diego, CA
- Crating (To be provided by the owner)
- Pipe repair
- Tubing
- Anchors, hardware and compression fittings (existing to be reused) Kc-
Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080
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Removal of old debris — Diffusers need to be free of debris and power washed prior
to shipment to the rebuild facility
Installation or removal of diffusers from basin (Services available upon request)
Startup or checkout services (Available upon request)
*The COVID-19 pandemic may cause disruptions in our normal business practices, capacity, and supply chain: Any schedule
statements made by Ovivo at this time are our best estimate and subject to change.
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.
PRICING TERMS
All prices quoted are in US Dollars. Prices are good for 60 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.
Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 O<L 9n
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PAYMENT TERMS
TAXES
Payment terms are: One hundred percent (100%) payment due within thirty (30) days
after Purchaser's receipt of invoice. Invoices will be submitted after all materials have
been received at the job site, not to exceed 30 days from delivery. 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 thirty (30) 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
thirty (30) days from the date work is placed into storage.
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.
*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:
Ovivo USA, LLC
4246 Riverboat Road - Suite 300,
Salt Lake City, Utah 84123-2583
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Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 8
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Tel. #: 801-931-3027
karen.burns@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.
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
Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 OA�C,p
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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.
PRICE ESCALATION
The prices submitted are based upon Purchaser's acceptance within 30 days of the date
stated on this proposal. If the above indicated order date is exceeded, prices and shipping
dates are subject to review and adjustment. Should shipment dates be exceeded because
of actions of parties other than by Ovivo, escalation of the selling prices at the rate of 1.5%
per month for each month or partial month of delay will be applied. This escalation will be
applied only if shipment is delayed by actions of parties other than by Ovivo.
STAINLESS STEEL AND ALUMINUM PRICE ESCALATION
Recently, we have experienced sharp increases in various metal prices. We are
continuously monitoring the markets but to remain competitive, we will not attempt to
cover all possible escalations from Bid Date to steel and aluminum order placement.
In addition, due to potential material cost fluctuations, the prices quoted in the proposal
may be increased based on the actual material cost at the time steel fabrication begins.
Steel fabrication is to begin no later than 3 weeks after submittal approval.
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I tKMS AND CONDITIONS OF SALE
1. ACCEPTANCE. The proposal of Oyivo USA, LLC ('SELLER"), as well as these terns and conditions of sale (collectively
the "Agrwment" ), constitutes SELLER'& contractual offer of goods and associated services, and PURCHASER's acceptance of
this offer is expressly limited to the terms of the Agreement. The scope and arms and conditions of this Agreement represent the
entire offer by SELLER and supersede all other solicitations, discussions, agreements, undersmndings and representations between
the parties. Any scope or terms and conditions included in PURCHASER's acceptance/purchase order that are in addition to or
different from this Agreement arc horeby rejected.
2. DELIVERY. Any statements relating to the date of shipment of the Products (as defined below) r present SELLER's best
estimme, hot is not guaranteed. and SELLER shall not be liable for any damages due to late delivery. The Products shall be
delivered to [he delivery paint or points in accordance with die delivery terms sorted in SELLER's proposal. If such delivery is
prevented or postponed by reason of Force Majeure (as defined below), SELLER shall be entitled at its option to tender delivery to
PURCHASER at the point or points of manufacture, and in default of PURCHASER'& acceptance of delivery to muse the
Products to be stored at such a point or points ofmanufacture at PURCHASER'& expense. Such tender, if accepted, or such storage,
shall constitute delivery for all purposes of this agreement. If shipment is postponed at request of PURCHASER. or due to delay in
rweipt of shipping instmetion" payment of the purchase price shall be due on notice from SELLER that the Products are ready for
shipment. Handling, moving, storage, insurance and other charges thereafter incurred by SELLER with respect to die Products
shallbe for the account of PURCHASER and shall be paid by PURCHASER when invoiced. Delivery by SELLER of the Products
shall constitute acceptance of the Produces by PURCHASER, unless written notice of defect or nonconformity is received by
SELLERvvidim thirty (30) days ofSELLER's delivery ofthe Products.
3. TITLE. AND RISK OF LOSS. SELLER shall retain the fullest right, title, and interest in die Products to the exam permitted
by applicable law, including a security interest in the Products, until die full purchase price has been paid to SELLER. The giving
and accepting of drafts, notes and/or trade acceptances to evidence the payments due shall not constitute or be construed as
payment sous la pass SELLER's interests until said drafts, notes and/or trade acceptances are paid in full. Risk of loss shal I pans to
PURCHASER at the delivery point.
4. PAYMENT TERMS. SELLER reserves the right to ship the Products and be paid for such on a pro rata basis, as shipped. If
payments arc not made by the due date, interest at a rate of Iwo percent (2%) per month, calculated daily, shall apply from the due
dale for payinent. PURCHASER is liable to pay SELLER'& legal fm and all other expenses in respect ofmforcing or attempting
to enforce any of SELLER's rights relating to a breach or threatened breach of the payment terms by PURCHASER. In the event
oftimpaymenl SELLER /serves the further right to seek compensation from any third party in possession ofthe Products.
S. TAXES. Unless otherwise specifically provided in SELLER's quotation/propwal; PURCHASER shall pay and/or reimburse
SELLER, in addition to [he price, for all sales, use and other taxes, excises and charges which SELLER may payor be required to
pay to any govcmment directly or indirectly in connection with the production, sale, transportation, and/or use by SELLER or
PURCHASER, of any of the Products or services dealt with herein (whether the same may be regarded as personal or real
property). PURCHASER ages to pay all property and other lases which may be levied, assessed or charged against or upon any
ofthe Products on or afler the date of actual shipment, or placing into storage for PURCHASER's account.
6. MECHANICAL WARRANTY. Solely for the benefit of PURCHASER, SELLER warrants that new equipment and parts
manufactured by it and provided toPURCHASER (collectively, "Products") shall be free from defwts in material and
workmanship. The warranty period shall be twelve (12) months from startup ofthe equipment not to exceed eighteen (ISI months
front the mrliesl of the notice of readiness to ship or the actual shipmml. If any of SELLER's Products fail to comply with the
foregoing womanly, SELLER shall repair or replace free of charge to PURCHASER, EX WORKS SELLER's FACTORIES or
other location that SELLER designates, any Product or pans thereof returned to SELLER, which examination shall show to have
failed under normal use and service operation by PURCHASER within the Warranty Period; provided, that if it would be
impracticable for the Product or pan thereof to be returned to SELLER, SELLER will send a representative to PURCIIASER'sjob
site to inspect the Product. If it is determined afler inspection that SELLER is liable under this warranty, to repair or replace the
Product or pan thereof, SELLER shall bear the transportation costs of (a) resuming the Product to SELLER for inspection o
sending its representative to the jab site and (b) returning the repaired or replaced Products to PURCHASER; however, if it is
determined after inspection that SELLER is not liable under this warranty, PURCIIASER shall pay those costs. For SELLER to be
liable with respect to this warranty. PURCHASER must make is claims to SELLER with respect to this warranty in writing no
lata than Witty (30) days after the date PURCHASER discovers the basis for its warmnly claim and in no event more than thirty
(30) days after the expiration ofthe Warranty Period. In addition to any other limitation or disclaimer with respect to this womanly,
SELLER shall have no liability with respcet to any of the following: (i) failure of the Products, or damages to than, due to
PURCHASER's negligence or willful misconduct, abuse or improper storage, installation, application or maintenance (as specified
in any manuals or written instructions that SELLER provids to the PURCHASER); (ii) any Products that have been altered or
repaired in any way without SELLER's prior written authorization; (iii) The costs ofelismantling and reinstallation ofthe Products;
(iv) any Products damaged while in transit or otherwise by accident; (v) decomposition of Products by chemical action, erosion or
corrosion or wear to Products or due to conditions of temperature, moisture and din; or (vi) claims with impact to pans dial are
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consumable and normally replaced during maintenre such as fhher media, filter drainage belts and the like, except where such
parts are not performing to SELLER's estimate of normal smite life, in which case, SELLER shall only be liable for the pro rata
cost of replacement of those pans based on SELLER's estimate of what the remaining service life of those pans should have been;
provided, Wal failure of those parts did not result from any of the matters listed in clauses (i) through (v) above. With regard to
third -parry parts, equipment, accessories or components nor of SELLER's design, SELLER's liability shall be limited solely to the
assignment of available third -party warranties. THE PARTIES AGREE THAT ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PAR'T'ICULAR PURPOSE AND MERCHANTABILITY,
WHETHER WRITTEN, ORAL OR STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY
LAW. All vwtrrantis and obligations of SELLER shall terminale if PURCHASER fails to perform its obligations under [his
Agreement including but not limited to any failure to pay my charges duo to SELLER. SELLER's quoted price for the Products is
based upon this warranty. Any increase in warranty obligation may be subject to a increase in price.
7. CONFIDENTIAL AND PROPRIETARY INFORMATION. All nonpublic or proprietary information and data famished to
PURCHASER hereunder, including but not limited to price, size, type, design and other technical or business information relating
ren the Products is the sole property of SELLER and submitted for PURCIIASER's own confidential use solely in connection with
this Agreement and is not to be made known or available to any third prey without SELLER's prior written consent.
R. SURFACE COATING. Any Product coating provided by SELLER shall W in accordance with SELLER's standard practice,
unless otherwise agreed in writing.
9. DRAWINGS AND TECHNICAL DOCUMENTATION. When PURCHASER requests to approve drawings before
commencement of manufacture, shipment may be delayed if approved drawings are not returned to SELLER within fourteen (14)
days of receipt by PURCHASER of such drawings for approval. SELLER will furnish only general arrangement, gmcml
assembly, and if required, wiring diagrams, erection drawings, installation and operation -maintenance manuals for SELLER's
equipment (in English langmge). SELLER will supply six (6) complete sets of dmvvings and operating instructions. Additional
sets will be paid for by PURCHASER Edcctronic files, if requested from SELLER will be provided in pdf, jpg orrif format only.
10. SET OFF. This Agreement shall be completely independent of all other contracts between the parties and all payments due to
SELLER heremdcr shall be paid when due and shall not be setoff or applied against my money due or claimed to be due front
SELLER to PURCHASER on account orally other transaction or claim.
11. SOFTWARE. PURCHASER shall have a nonexclusive and nontransferable license to use any information processing
program supplied by SELLER with the Products. PURCHASER acknowledges that such programs and the information contained
therein is Confidential Information and agrees: a) not to copy or duplicate the program except for archival or security purposes; b)
not to use the program an any computer other than the computer with which it is supplied; and c) to limit access to the program to
those of its employees who are accessary to permit authorized use of the program. PURCHASER agrees to execute and be bound
by the toms orally software license applicable to the Products supplied.
12. PATENT INDEMNITY. SELLER will defend at its own expense my suit instituted against PURCHASER based upon claims
that SELLER's Product hereunder in and ofiiself mntitutes an infringement orally valid
apparatus claims of any United States patent issued and existing as of the date of this Agreement, if notified prempdy in writing and
given all information, assistance, and sole authority to defend and setae the sync, and SELLER shall indemnify the PURCHASER
against such claim of infringement. Furthermore, in rose the use ofthe Products is rejoined in such suit or in rase SELLER otherwise
deems it advisable, SELLER shall, at its own expense and discretion, (a) procure for the PURCHASER the right to continue using the
Products, (b) replace the same with non -infringing Products, (c) modify the Product so it becomes non -infringing, or (d) remove the
Products and refund the purchase prim less freight Burges and depreciation. SELLER shall not be liable for, and PURCHASER shall
indemnify SELLER for, any claim of infingement related to (a) the use of the Products for any propose other than that for which it
was fianished by SELLER, (b) compliance with equipment designs not famished by SELLER or (c) use of die Produce in
combinationwith any otherequipment The foregoing states die sole liability of SELLER for patent infringement with respect to the
Products
13. GENTRAL INDEMNTIFY. Subject to the limitations of liability of the parties set forth in this Ageamm4 tach parry shall
proton and indemnity the other party, its parent and their respective officers, directors, employees and agents, from and against all
claims, drehands and causm of action asserted by, or in Favor of any entity to the extent of die indemnifying pushy s negligna or
willfiil misconduct in connection with the perf clumme of this ag7cement.
14. DEFAULT, TERMINATION. In the event that PURCHASER becomes insolvent, commis an act of bankruptcy or default in
the performance of any term or condition of this Ag emert, the mhtim unpaid portion of the purchase price shall, without notice or
demand, become inuncdiately due and payable. SELLER at is option, without notice or demand shall be mtidmi to sue for said
balance and fa remonable legal fes, plus out -of -packet expenses and intent and/or to enter any place wham the Products are
located and to take imntrdiate possessim of and rcrnove the Product, with or without legal process; and/or retain all payments made
as mmpermt o for the use of the Product: and/or resell the Products, without notice or demand for and on behalf of the
PURCHASER and to apply the net proceeds from &tell sale (after deduction from the sale price of all expenses of such sale and all
expenses; of retaking possession, repairs necessary to put the Products in saleable condition, singe chargs, tats, flans, collection and
legal fes and all other express in connection therewith) to the balance than doe to SELLER fm the Products and to receive from the
PURCHASER the deficiency between such net proccats of sale and such balance. PURCHASER hereby waives all trespass, damage
and claims resulting fain any such entry, repossession, removal, retention, repair, alteration and sale. The remedies provided in this
paragraph arc in addition to and not limitations ofany other rights of SELLER.
15. CANCELLATION. PURCHASER may terminate this Agreement for convenience upon giving SELLER thirty (30) days prim
written notice of such fact and paying SELLER for all cast and expenses (including overhmd) Incurred by it in pafonning its work
and closing out the sane plus a reasonable profit thrown. All such costs and expenses shall be paid to SELLER within ten (10) days
of the termination ofthe Agreement, or be subject to an additional late payment penalty of five percent (5%) ofthe total amoral of
costs and express owed
16. REMEDIES. The riEdits and ranedim ofthe PURCHASER in connection with the good and services provide) by SELLER
hounder arc exclusive and limited to the rights and romellis expressly stated in this Agamont
17. INSPECTION, PURCHASER is mulled to make reasonable inspection of Products at SELLER's facility. SELLER reserves the
right to doemine the reasmablmss ofthe request and to select an appropriate rine for such inspection. All costs of in pections not
expressly included as an itanized pari ofthe quoted price ofthe Products in this Agaenent shall be paid by PURCHASER.
IR WAIVER Any failure by SELLER to enforce PURCHASER's strict performance of any provisim of this Agreement will not
comaime a waiver of its right to subsequently enface such provision or any other provisin of this Agreement.
19. CONI PLIANCE WITH LAWS. If applicable lows, ordinances, regulations or conditions require anything different from, or in
addition to that mllod for by this Agreement. SELLER will satisfy such roquir mills at PURCHASER's written request and expense.
20. FORCE MAJEURF.. If SELLER is madmod wable, w1mlly or in material part, directly or indirectly, by masan of Force
Majeure. to carryout any of its obligations hereunder, than on SELLER's notice in writing to PURCHASER within a reasonable time
after the occurrence ofthe cause relied upon, such obligations shall be suspndeL "Force Majeure'shall include, but not be limited to.
acts of God, epidemics and pandemic, acts of or delays cased by governmental authorities, chnngm in laws and regulations, stnks,
civil disobodimcc a unrest, lightning, fire, flood, washout, storm, communication lines failure, delays of the PURCHASER or
PURCHASER's subcontractors, breakage or accident to equipment or machinery, wars, police actions, terrorism, enbugm. and any
other muss that are not reasonably within the control of the SELLER. If the delay is the result of PURCHASER's action a imaeion,
than in addition to an adjustment in time. SELLER shall be anted to reimbursaneat of mss inetaeed to maintain its schedule For
the awidanw ofdoubt, if the muse relied upon has commenced prim to the Parties entered into a contracting relationship, it shall not
rmda the muse wit and/ornot capable ofbeing included within the definitions of Form Majeure, as listed within this Article 20.
21. INDEPENDENT CONTRACTOR It is expressly understood that SELLER is an independent concaaa. and that neither
SELLER nor its principal; pampas, parents, subsidiaries, aRliatm employes or subrontractors am savants, agents pannus joint
vannas or employes of PURCHASER In any way wlhmsoevo.
22. SEVERABILITY. Should any portion of this Agreement, be held to be invalid a unmfacmble under applicable law then the
validity critic retaining portions therwf shall nor be of iceted by such invalidity or hmmforembility and shall remain in full f m and
effect. fiathormore, any invalid or mmforcmble provision shall be modified accordingly within the confirm of applimble law, giving
maximum permissible effect to the panic' intentions expressed herein.
23. CHOICE OF LAW, CHOICE OF VENUE, This Agrammaht shall be governed and construed in accordance with the laws of
the Static of Utah, without regard to its ndm regarding conflicts or choice of law. The parties submit to the exclusive jurisdiction and
venue of the state and federal courts loaned in Salt Lake City, Utah.
24. ASSIGNMENT. PURCHASER shall net assign or transfer this Agreement without the prior written consent of SELLER Any
attempt to make such an auighmeat a transfer shall be null and void SELLER shall have the authority to assign, a otherwise
mmstir, its rights and obligations in commotion with this Agreement, in whole or in pan, upon prim wrium notice to PURCHASER
25. LIMITATION ON LIABILITY. To the extent permlssdble by law, SELLER shall HAVE NO FURTHER LIABILITY IN
CONNECTION WfFH THIS AGREEMENT In excess of the amount paid by purchaser for the products giving rise to .such
lmldhty. Notnithsmnding any flabOdties or responsibilities assumed by SELLER hereunder, SELLER shall In no event be
responsible to PURCHASER or any third party, whether arising under contract, tort (including negligence), strict liability, or
otherwise, for loss of anticipated profits, loss by reason of plant shutdown, nonbpvmfion or harmased expense of operation,
lou of data, service Interruptions, cast of purchased or replacement power, cost of money, lou of use of capital or revenue or
any other Indirect, Ineldmind, spedaf punitive, exemplary, or consequential lou or damage, whether arising from dcfwts,
delay, or from any other mine whatsoever.
26. PRIVACY AND DATA PROTECTION. Seller has pill in plam rigorous safeguards and procedures regarding privacy and data
protection, notably the Ovivo Privacy Policy (ovivowalmeoMprivacy-policy), and requires that Purchaser adhere to is data protrcton
principles to the chump applicable to Purchases.
27. DATA COLLECTION. PURCHASER consuls to the collection of the Product's operational dare and to the use of such dam fn,
the purpose of improving the Products and other purposes stated herein. PURCHASER father ages that sued dam collation dos
end continue a perfomm uce menitaing service or duty by SELLER
28. INSURANCE SELLER shall maintain that its trepan levels of insurance for the duration ofthe Project, as secs forth in its standard
car ifinte of insrance, available upon request.
29. BONDS, If PURCHASER deans it nocessary, and within tar (10) days of PURCHASER's request, SELLER shall I provide me or
mere Bond in favor of PURCHASER at PURCHASER's space, by an institution, and in a faro, approved In advanm by
SELLER
30. PERMITS PURCHASER shall be solely responsible to ob lln and maintain in force all necessary permits with respect to my
products to be provided by SELLER hounder and my intended use by PURCHASER
REVISED —A/arch 2020
OP,K-
Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080 `tit
ovivowater.com r -
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OR;G:NAL
NORTH AMERICAN
FIELD SERVICE RATE SHEET
Effective January 2020
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 - Weekends & Holidays
$ 300.00
* Sunday and Holidays requests will be billed at the double time rate
** For all hours worked over eight (8) hours per standard day and Saturdays
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.
Travel/Labor on Saturday and all overtime, will be billed at the overtime rate. Travel/Labor on
Sundays or Holidays, will be billed at the double-time rate. -/f 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.
• Use of Ovivo USA Fleet vehicles for travel will be charged at the rate of $0.58 per mile.
a6AK-
Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-3000 1 Fax: (801) 931-3080
M
ovivowater.com
v U
ORiG,NAL