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HomeMy WebLinkAboutRES NO 145-2024RESOLUTION NO. 1 - © 0 2 RESOLUTION DETERMINING THAT THE SECONDARY CLARIFIER DRIVE UNITS REQUIRED FOR THE PROPER OPERATION OF THE SECONDARY CLARIFIERS 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 TWO HUNDRED THOUSAND DOLLARS ($200,000). WHEREAS, Wastewater Treatment Plant No. 3 (WWTP 3) has four secondary clarifiers that treat wastewater by allowing the separation of solids from the liquid through gravity and flow velocity reduction; and WHEREAS, the secondary clarifier drive units in service are manufactured by Ovivo USA, LLC (Ovivo); and WHEREAS, Coombs -Hopkins is the authorized representative of Ovivo, the sole source manufacturer of the secondary drive units, 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 replacing two drive units, for which Ovivo has submitted a quote attached hereto as Exhibit B and incorporated by reference herein; and WHEREAS, the Water Director recommends the Council find the purchase of replacement drive units for WWTP 3 can only be reasonably obtained from Ovivo, because Ovivo is the sole distributor of the required parts for the City's geographical area, and recommend the Council dispense with bidding requirements, in accordance with subsection D.2 of Section 3.20.060 of the Bakersfield Municipal Code. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as follows: 1. The above -recitals are true and correct and incorporated herein by reference. 2. Based on the facts included in the above recitals, the purchase of the required parts can only be reasonably obtained from Ovivo, because Ovivo is the sole distributor of the required parts for the City's geographical area. --Page 1• of 2 Pages— SAPlant 3\Contracts\0VIV0\0VIV0 - Resolution.docx OORIGINAL® 3. The expenditure- of funds for required parts shall not exceed TWO HUNDRED THOUSAND._, DOLLARS ($200,000); which provides for sales fax and 7% contingency above the quoted price. 4: The Finance Director is authorized to dispense with bidding in accordance with Section 3.20.060 of the Bakersfield. Municipal Code 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 OCT 22 2024 by the following vote: V' r :✓ CA�p COUNCILMEMBER ARIAS, GONZALES, WEIR, SMITH, FREEMAN -GRAY-, KAUR NOES` COUNaLMEMBER ABSTAIN: COUNCILMEMBER (RBS'ER�� COUNCILMEMBER J LIE DRIMAKIS, MMC CITY CLERK and Ex Officio Clerk of the Council of the City of Bakersfield APPROVED: OCT 2 T024 By KAREN GOH Mayor APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney By -- MATTHEW COLLOM Deputy City Attorney I --Page.2 of 2 Pages— S:\Plant 3\Contracts\0VIV0\0VIV0 - Resolution.docx ORIGINAL Ovivo USA, LLC 4246 Riverboat Road - Suite 300 Salt Lake City, Utah 84123-2583 USA Bakersfield WWTP # Bakersfield, CA Telephone: 801.931.3000 Facsimile: 801.931.3080 3 www.ovivowater.com A To Whom It May Concern: t October 2, 2024 Please know that Ovivo USA, LLC. (formerly EIMCO Water Technologies - EWT) is the OEM and "sole source" manufacturer for all replacement parts/equipment for EIMCO Water Technologies clarifiers in the municipal water and wastewater market. More specifically for this project, Ovivo USA, LLC possesses the Bills of Material, original equipment drawings, manufacturing details, etc. for the four (4)175' dia. C41) secondary clarifiers installed at Bakersfield WWTP #3 in 2007 under serial #CSW258-01. This information allows Ovivo to produce the required OEM replacement components which are direct replacements of the current equipment insuring accurate fit, function and maintenance procedures. No other manufacturer or business enterprise is legally authorized to claim this advantage. The authorized representative/distributor for Ovivo USA, LLC in California is: Coombs -Hopkins Carlsbad, CA Casey Rebmann 760 525-6139 casev@chcwater.com Respectfully, Chad Layton Product Manager— USA Rebuild Group Ovivo USA, LLC 801994-9266 chad.layton@ovivowater.com ��ORIGINA Lo EXHIBIT B WorldwideExperts 9" • in Water Treatment %�A-TERTECHNOLOGIES BAKERSFIEL® UI WTP #3 BAKERSFIEL®, CA PROJECT C j 1Mf ItrivF—Jinit Replacement or Rebuild or Serio- i i C L58-01 AREA REPRESENTATIVE Coombs Hopkins Casey Rebmann (760) 525-62 39 cases@chcwater.com NOTE: Pricing is only valid for 30 days from date listed on proposal. Ovivo will not accept purchase orders for this proposal past that date without reviewing pricing and delivery of items proposed. PROPOSAL 25 SEPTEMBER 2024 Y'm PROJECT SUMMARY: Ovivo USA, LLC is pleased to offer the following proposal to provide one (1) complete replacement Ovivo C60HT drive unit for current C60HT unit installed in 2007 under serial #CSW258-01. Ovivo is also providing a pricing option for complete drive unit rebuild at Ovivo authorized rebuild shop in Salt Lake City, UT. Ovivo C60HT Drive Unit Ovivo will manufacture and supply one (1) complete C60HT drive unit to include the following: • C60HT drive unit • Drive torque control unit with micro switches and actuating pin • Motor drive package (2 hp TEFC motor, reducer, sprockets, chain, and guard) • Ovivo paint scheme - (2) coats of Tnemec N69F epoxy @ 6-8 mils DFT (sky blue color) o Top coated with (1) coat of Tnemec 73 Endura Shield urethane @ 2-3 mils DFT o Topcoat is highly resistant to abrasion, wet conditions, corrosive fumes, chemical contact, and weathering • Installation fasteners & shim kit (304 SS) • 0 & M manual • Engineering • FCA freight • One (1) year mechanical warranty for new components only -12 months from initial operation, not to exceed 18 months from delivery. Ovivo is not providing any sort of guarantee or warranty regarding process or performance as part of this proposal Items NOT Included • Submittals • Startup/checkout services • Removal or installation services • Finish paint • Touch up paint • Lubricants or drive unit oil • Disposal of any old lubricants/fluids • Any other components not expressly listed above Price for one (1) C60HT drive unit complete as described above .................................... $ 86,620.00 Lead time is 10-12 weeks after receipt of PO & Ovivo acknowledgement Price for two (2) C60HT drive units complete as described above .............................. $173,240.00 Lead time is 10-12 weeks after receipt of PO & Ovivo acknowledgement Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 ovivowater.com ke-. r— 'C)RIGIN Lo PROPOSAL I Q2024003-CL ( 25 September 24 C60HT Drive Unit Rebuild Disassembly and Inspection • Completely disassemble drive into individual parts and components • Steam clean and inventory all parts Standard Rebuild • Blast clean bases, main gear, housings, covers, and end cap. Machined surfaces are protected or are not blasted • Replace all wear items i.e. bearings, bearing strip liners, bearing balls, seals, gaskets, keys, retaining rings, grease fittings, gauges, piping, and fasteners • Deburr and hand dress teeth of gearing, pinions, worm gear assemblies, worms, shafts • Polish all shafts • Ovivo paint scheme - (2) coats of Tnemec N69F epoxy @ 6-8 mils DFT (sky blue color) o Top coated with (1) coat of Tnemec 73 Endura Shield urethane @ 2-3 mils DFT o Topcoat is highly resistant to abrasion, wet conditions, corrosive fumes, chemical contact, and weathering • Replace drive control torque indication device • Replace motor drive pkg. (2 hp TEFC motor, reducer, sprockets, chain, and guard) • Drive unit freight to/from rebuild shop • One (1) year mechanical warranty for new components only -12 months from initial operation, not to exceed 18 months from delivery. Ovivo is not providing any sort of guarantee or warranty regarding process or performance as part of this proposal Non -Standard Rebuild items — NOT included • Submittals • Startup/checkout services • Removal or installation services • Drive unit load/off-load from truck • Finish paint • Touch up paint • Lubricants or drive unit oil • Disposal of any old lubricants/fluids • Replacement of gears, pinions or housings if required • 0 & M manual • Any other components not expressly listed above Price for C60HT drive unit rebuild complete as described above ................................. $ 69,259.00 Lead time is 6-8 weeks after drive unit arrives at Ovivo rebuild shop Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 Qy ovivowater.com- �- r PRICING TERMS All prices quoted are in US Dollars. Prices are good for 30 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. 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. Federal, state, or local sales, use or other taxes are not included in the sales price. Please note that there is currently a high degree of instability in the steel market, especially for certain material types. The prices listed in this document are based on today's costs. Beyond the expiration period stated above, we recommend contacting us for updated pricing. PRICE ESCALATION The prices submitted are based upon Purchaser's acceptance of this proposal by October 25, 2024 not to exceed 30 days from the date of this proposal. If a binding purchase order is not received by Ovivo prior to the above referenced date, prices and shipping dates are subject to review and adjustment by Ovivo. Additionally, due to the unpredictability of material and labor prices and availability, including but not limited to recent sharp increases in carbon steel, stainless steel, aluminum, other metal prices, electrical components, coatings, FRP, shipping, and labor prices in the North American and worldwide markets (the "Labor and Material Price(s)"), Ovivo, shall not assume responsibility for such possible escalations and impacts to schedule beyond the validity date of its proposal or between the date of the executed Contract and the procurement of such labor and material. Ovivo may increase the price of its proposal or require additional payment in the form of a change order due to any Labor and Material Price increase (a) that exceeds 5% per annum of the price of the specific labor or material in place on the date of Ovivo's proposal or (b) when product fabrication utilizing labor or materials does not commence until more than 6 months after the purchase order date, due primarily to actions of parties other than Ovivo. Furthermore, Ovivo is entitled to adjust its delivery date to account for such delay. Any Labor and Material Price increase shall be based on an industry -standard pricing measure or index for that particular labor or material that accurately represents the market increase, or, at Ovivo's reasonable discretion, actual increases incurred by Ovivo. The resulting cost and schedule impact shall be disclosed to the Buyer prior to fabrication. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 ovivowater.comrn '— `s r 'ORIGiNAIL' Notwithstanding the above, should requested shipment dates be extended primarily due to actions of parties other than by Ovivo or its suppliers, Ovivo reserves the right to charge 1.5% per month of the Contract Price for each month or partial month of delay, unless said delay is agreed to in writing by all affected parties. Any additional duties and tariffs invoked after the date of its proposal will be added to the total proposed price. PAYMENT TERMS Payment terms are: One hundred percent (100%) payment due within thirty (30) 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 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. 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 represents 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 Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 6 ,�, A K� U^ ovivowater.com 'n ¢" r 'ORIGINd' TAXES 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. 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. 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: Chad Layton 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. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 ovivowater.com 'OR)GINO 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 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. Post fabrication, all stainless -steel surfaces will be cleaned in accordance with ASTM A380 and be free of organic compounds, discoloration, and embedded and free iron. Abrasive media blasting may be utilized as part of this cleaning. All surfaces will be wet tested for 24 hours to ensure complete and thorough cleaning. Cleaning and retesting will repeat as required prior to release.of product. 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, Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 ovivowater.com c€'1 y � M 'ORIGINO 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. PERFORMANCE WARRANTY DISCLAIMER The performance of the Products is dependent upon many factors, including, but not limited to, the influent or feed quality and quantity, additives required, time, temperature, rates of change, sizing criteria used, operating conditions, etc. Therefore, Ovivo cannot assume any liability or responsibility for performance or process results that Purchaser is expecting or has predicted. No verbal or written information or advice given by any personnel of the Ovivo shall create a warranty or in any way increase the scope of the warranties. THE PARTIES AGREE THAT OTHER THAN ITS MECHANICAL WARRANTY SET FORTH IN THIS PROPOSAL, OR ANY PERFORMANCE WARRANTY SET FORTH ON OVIVO'S STANDARD ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY PROCESS OR PERFORMANCE RELATED WARRANTIES OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, WHETHER WRITTEN, ORAL, OR STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. 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. GENERAL NOTES The Infrastructure Investment and Jobs Act signed into law on November 15, 2021, includes substantive changes to Buy America requirements compared to those specified Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 ovivowater.com �� N 3- rn r 50RIGINALr in the preceding American Iron and Steel Act. While Ovivo fabricates and procures the vast majority of steel domestically for our equipment for the United States market, there are certain components that are either unavailable domestically or impractical to procure domestically through long-established supply chains, while meeting other project specifications, internal requirements, and project schedules. This challenge is further exacerbated by supply chain and labor shortages in pandemic and post pandemic times. As with previous legislation, we are awaiting any additional guidance for the US Environmental Protection Agency or other Agencies for further clarification relating to current Buy America requirements. As of now, the industry at large is unable to ascertain the parameters of the Buy America requirement. Thus, Ovivo cannot make any guarantee that its scope of supply will be in compliance with any Buy America requirements under the Infrastructure Investment and Jobs Act. Accordingly, any offer for sale, proposal, or budgetary quote/estimate submitted by or on behalf of Ovivo should not be construed as meeting such Buy America requirements unless explicitly stated otherwise. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080r� n ovivowater.com y I'-ce M 'GRIGINALo • • iwavtdv�de E.,_ MWa 11rca _1 TERMS AND CONDITIONS OF SALE 1. ACCEPTANCE. The proposal of Ovivo USA. LLC ("SELLER"), as well as these terms and conditions of sale (collectively the "Agreement"), constihdes SELLER'S 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 terms and conditions of this Agreement represent the entire offer by SELLER and supersede all other solicitations, discussions, agreements, understandings and representations between the parties. Any scope or terms and conditions included in PURCHASER's acceptance/purchase orderthat are in addition to or different from this Agreement are hereby rejected. 2. DELIVERY. Any statements relating to the date of shipment of the Products (as defined below) represent SELLER's best estimate, but is not guaranteed, and SELLER 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 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 tenderdeliveryto 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 agreement. 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 SELLER that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by SELLER with respect to the Products shall be for the account of PURCHASER and shall be paid by PURCHASER when invoiced. Delivery by SELLER of the Products shall constitute acceptance of the Products by PURCHASER, unless written notice of defect or nonconformity is received by SELLER within thirty (30) days of SELLER's delivery of the Products. 3. TITLE AND RISK OF LOSS. SELLER shall retain the fullest right, title, and interest in the Products to the extent permitted by applicable law, including a security interest in the Products, until the 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 so as to pass SELLER's interests until said drafts, notes and/or trade acceptances are paid in full. Risk of loss shall pass 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 rate basis, as shipped. If payments are not made by the due date, interest at a rate of two percent (2%) per month, calculated daily, shall apply from the due date for payment. PURCHASER is liable to pay SELLER's legal fees and all other expenses in respect of enforcing 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 of nonpayment SELLER reserves the further right to seek compensation from any third party in possession of the Products. S. TAXES. Unless otherwise specifically provided in SELLER's quotation/proposal; PURCHASER shall pay and/or reimburse SELLER, in addition to the price, for all sales, use and other taxes, excises and charges which SELLER may pay or be required to pay to any government 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 agrees to pay all property and other taxes which may be levied, assessed or charged against or upon any of the Products on or after 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 to PURCHASER (collectively, "Products") shall be free from defects in material and workmanship. The warranty period shall be twelve (12) months from startup of the equipment not to exceed eighteen (18) months from the earliest of the notice of readiness to ship or the actual shipment. If any of SELLER's Products fail to comply with the foregoing warranty, SELLER shall repair or replace free of charge to PURCHASER, EX WORKS SELLER's FACTORIES or other location that SELLER designates, any Product or parts 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 part thereof to be returned to SELLER, SELLER will send a representative to PURCHASER's job site to inspect the Product. If it is determined after inspection that SELLER is liable under this warranty to repair or replace the Product or part thereof. SELLER shall bear the transportation costs of (a) returning the Product to SELLER for inspection or sending its representative to the job 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, PURCHASER shall pay those costs. For SELLER to be liable with respect to this warranty, PURCHASER must make its claims to SELLER with respect to this warranty in writing no later than thirty (30) days after the date PURCHASER discovers the basis for its warranty claim and in no event mom than thirty (30) days after the expiration of the Warranty Period. In addition to any other limitation or disclaimer with respect to this warranty, SELLER shall have no liability with respect to any ofthefollowing: (i) failure of the Products, or damages to them, 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 provides to the PURCHASER); (ii) any Products that have been altered or repaired in any way without SELLER's prior written authorization; (III) The costs of dismantling and reinstallation of the 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 dueto conditions of temperature, moisture and dirt; or (vi) claims with respect to parts that are consumable and normally replaced during maintenance such as filter media, filter drainage belts and the like, except where such parts are not performing to SELLER's estimate of normal service life, in which case, SELLER shall only be liable for the pro rate cost of replacement of those parts based on SELLER's estimate of what the remaining service life of those parts should have been; provided, that failure of those parts did not result from any of the matters listed in clauses (i) through (v) above. With regard to third -party parts, equipment, accessories or components not 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 PARTICULAR PURPOSE AND MERCHANTABILITY, WHETHER WRITTEN, ORAL OR STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. All warranties and obligations of SELLER shall terminate if PURCHASER fails to perform its obligations under this Agreement including but not limited to any failure to pay any charges due to SELLER. SELLER's quoted price for the Products is based upon this warranty. Any increase in warranty obligation may be subject to an increase in price. 7. CONFIDENTIAL AND PROPRIETARY INFORMATION. All nonpublic or proprietary information and data furnished to PURCHASER hereunder, including but not limited to price, size, type, design and other technical or business information relating to the Products is the sole property of SELLER and submitted for PURCHASER's own confidential use solely in connection with this Agreement and is not to be made known or available to any third party without SELLER's prior written consent. S. SURFACE COATING. Any Product coating provided by SELLER shall be 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, general assembly, and it required, wiring diagrams, erection drawings, installation and operation - maintenance manuals for SELLER's equipment (in English language). SELLER will supply six (6) complete sets of drawings and operating instructions. Additional sets will be paid for by PURCHASER. Electronic files, if requested from SELLER, will be provided in pdf, jpg or tifformat only. 10. SET OFF. This Agreement shall be completely Independent of all other contracts between the parties and all payments due to SELLER hereunder shall be paid when due and shall not be setoff or applied against any money due or claimed to be due from SELLER to PURCHASER on account of any 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 on 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 necessary to permit authorized use of the program. PURCHASER agrees to execute and be bound by the terms of any software license applicable to the Products supplied. 12. PATENT INDEMNITY. SELLER will defend at its own expense any suit instituted against PURCHASER based upon claims that SELLER's Product hereunder in and of itself constitutes an infringement of any valid apparatus claims of any United States patent issued and existing as of the date of this Agreement, if notified promptly in writing and given all information, assistance, and sole authority to defend and settle the same, and SELLER shall indemnify the PURCHASER against such claims of infringement. Furthermore, in case the use of the Products is enjoined in such suit or in case 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 (it) remove the Products and refund the purchase price less freight charges and depreciation. SELLER shall not be liable for, and PURCHASER shall indemnify SELLER for, any claim of infringement related to (a) the use of the Products for any purpose other than that for which it was furnished by SELLER, (b) compliance with equipment designs not furnished by SELLER or (c) use of the Products in combination with any other equipment. The foregoing states the sole liability of SELLER for patent infringement with respect to the Products 13. GENERAL INDEMNITY. Subject to the limitations of liabilities of the parties set forth in this Agreement, each party shall protect and indemnify the other party, its parent and their respective officers, directors, employees and agents, from and against all claims, demands and causes of action asserted by, or in favor of, any entity to the extent of the indemnifying party's negligence or willful misconduct in connection with the performance of this agreement. 14. DEFAULT, TERMINATION. In the event that PURCHASER becomes insolvent, commits an act of bankruptcy or defaults in the performance of any term or condition of this Agreement, the entire unpaid portion of the purchase price shall, without notice or demand, become immediately due and payable. SELLER at its option, without notice or demand, shall be entitled to sue for said balance and for reasonable legal fees, plus out-of-pocket expenses and interest; and/or to enter any place where the Products are located and to take immediate possession of and remove the Products, with or without legal process; and/or retain all payments made as compensation for the use of the Products: and/or resell the Products, without notice or demand, for and on behalf of the PURCHASER, and to apply the net proceeds from such 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, storage charges, taxes, liens, collection and legal fees and all other expenses in connection therewith) to the balance then due to SELLER for the Products and to receive from the PURCHASER the deficiency between such net proceeds of sale and such balance. PURCHASER hereby waives all trespass, damage and claims resulting from any such entry, repossession, removal, retention, repair, alteration and sale. The remedies provided in this paragraph are in addition to and not limitations of any other rights of SELLER. 15. CANCELLATION. PURCHASER may terminate this Agreement for convenience upon giving SELLER thirty (30) days prior written notice of such fact and paying SELLER for all costs and expenses (including overhead) incurred by it in performing its work and closing out the same plus a reasonable profit thereon. All such costs and expenses shall be paid to SELLER within ten (10) days of the termination of the Agreement, or be subject to an additional late payment penalty of five percent (5%) of the total amount of costs and expenses owed. 16. REMEDIES. The rights and remedies of the PURCHASER in connection with the goods and services provided by SELLER hereunder are exclusive and limited to the rights and remedies expressly stated in this Agreement. 17. INSPECTION. PURCHASER is entitled to make reasonable inspection of Products at SELLER's facility. SELLER reserves the right to determine the reasonableness of the request and to select an appropriate time for such inspection. All costs of inspections not expressly included as an itemized part of the quoted price of the Products in this Agreement shall be paid by PURCHASER. 18. WAIVER. Any failure by SELLER to enforce PURCHASER's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. 19. COMPLIANCE WITH LAWS. If applicable laws, ordinances, regulations or conditions require anything different from, or in addition to that called for by this Agreement, SELLER will satisfy such requirements at PURCHASER's written request and expense. 20. FORCE MAJEURE. If SELLER is rendered unable, wholly or in material part, directly or indirectly, by reason of Force Majeure, to carry out any of its obligations hereunder, then on SELLER's notice in writing to PURCHASER within a reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended. "Force Majeure" shall include, but not be limited to, acts of God, epidemics and pandemics, acts of or delays caused by governmental authorities, changes in laws and regulations, strikes, civil disobedience or unrest, lightning, fire, flood, washout, storm, communicaflon lines failure, delays of the PURCHASER or PURCHASER's subcontractors, breakage or accident to equipment or machinery, wars, police actions, terrorism, embargos, and any other causes that are not reasonably within the control of the SELLER. If the delay is the result of PURCHASER's action or inaction, then in addition to an adjustment in time, SELLER shall be entitled to reimbursement of costs incurred to maintain its schedule. For the avoidance of doubt, 9 the cause relied upon has commenced prior to the Parties entered into a contracting relationship, it shall not render the cause void and/or not capable of being included within the definitions of Force Majeure, as listed within this Article 20. 21. DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be exclusively determined by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Rules") including, if appropriate, the Procedures for Large, Complex Commercial Disputes. The seat or place of arbitration shall be Salt Lake City, Utah. The arbitration shall be conducted and the award shall be rendered in English. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent(s) of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. If more than one arbitration is commenced under this Agreement and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator selected in the first -filed proceeding shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitrator. The Parties are bound to each other by this arbitration clause. Each related party may be joined as an additional party to an arbitration involving other parties under this Agreement. The award rendered by the arbitrator shall be final, non - appealable and binding on the parties and may be entered and enforced in any court where a party or its assets is located. Each party shall be responsible for its own attorney fees and other legal costs associated with the dispute resolution process. 22. INDEPENDENT CONTRACTOR. It is expressly understood that SELLER is an independent contractor, and that neither SELLER nor its principals, partners, parents, subsidiaries, affiliates, employees or subcontractors are servants, agents, partners, joint ventures or employees of PURCHASER in any way whatsoever. 23. SEVERABILITY. Should any portion of this Agreement, be held to be invalid or unenforceable under applicable law then the validity of the remaining portions thereof shall not be affected by such invalidity or unenforceabilily and shall remain in full force and effect. Furthermore, any invalid or unenforceable provision shall be modified accordingly within the confines of applicable law, giving maximum permissible effect to the parties' intentions expressed herein. 24. CHOICE OF LAW, CHOICE OF VENUE. This Agreement shall be governed and construed in accordance with the laws of the State of Utah, without regard to its rules regarding conflicts or choice of law. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake City, Utah. 25. ASSIGNMENT. PURCHASER shall not assign or transfer this Agreement without the prior written consent of SELLER. Any attempt to make such an assignment or transfer shall be null and void. SELLER shall have the authority to assign, or otherwise transfer, its rights and obligations in connection with this Agreement, in whole or in part, upon prior written notice to PURCHASER. 26. LIMITATION ON LIABILITY. TO THE EXTENT PERMISSIBLE BY LAW, SELLER SHALL HAVE NO FURTHER LIABILITY IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE AMOUNT PAID BY PURCHASER FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANY LIABILITIES 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, NON -OPERATION OR INCREASED EXPENSE OF OPERATION, LOSS OF DATA, SERVICE INTERRUPTIONS, COST OF PURCHASED OR REPLACEMENT POWER, COST OF MONEY, LOSS OF USE OF CAPITAL OR REVENUE OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING FROM DEFECTS, DELAY, OR FROM ANY OTHER CAUSE WHATSOEVER. 27. PRIVACY AND DATA PROTECTION. Seller has put in place rigorous safeguards and procedures regarding privacy and data protection, notably the Ovvo Privacy Policy (—.ovvowater.com/privacy-policy), and requires that Purchaser adhere to its data protection principles to the extent applicable to Purchaser. 28. DATA COLLECTION. PURCHASER consents to the collection of the Product's operational data and to the use of such data for the purpose of improving the Products and other purposes stated herein. PURCHASER further agrees that such data collection does not constitute a performance monitoring service or duty by SELLER. 29. INSURANCE. SELLER shall maintain that its current levels of insurance for the duration of the ProjecL as set forth in its standard certificate of insurance, available upon request 30. BONDS. Upon PURCHASER request within fifteen (15) calendar days of SELLER's receipt of an order, SELLER shall provide a bond in favor of PURCHASER, at PURCHASER's expense, by an institution, and in a form, approved in advance by SELLER. Any performance and/or payment bond agreed to be provided by SELLER will extend to supply of equipment and services for a period rat to exceed the first twenty four (24) months of the service or warranty period, and for a value not to exceed the total price of the contracL 31. PERMITS. PURCHASER shall be solely responsible to obtain and maintain in force all necessary permits with respect to any products to be provided by SELLER hereunder and any intended use by PURCHASER REVISED-Apr#2024 -Ch 1 ORIGINAL PROPOSAL I Q2024003-CL 12S September 24 1 US MUNICIPAL & INDUSTRIAL FIELD SERVICE RATE SHEET Effective January 2024 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 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 will be billed at the overtime rate. Travel/Labor on Sunday or Holidays will be billed at the double-time rate. 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 • Use of Ovivo USA Fleet vehicles for travel will be charged at the rate of $0.625 per mile. Ovivo USA, LLC 14246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 USA I Tel: (801) 931-30001 Fax: (801) 931-3080 d� ovivowater.com OORIGINALp,