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X61 AGENDA BILL CITY OF BREMERTON 6F CITY COUNCIL SUBJECT: Purchase, Removal and Study Session Date: February 8, 2017 Installation of two(2) EIMCO C4OHT COUNCIL MEETING Date: February 13, 2017 Secondary Clarifier Drive Units from Ovivo Department: PW&U/VVVVTP USA, LLC of Salt Lake City, UT Presenter: Pat Coxon Phone: (360 473-5448 SUMMARY: The two current EIMCO secondary clarifier drives have been in operation since the Westside wastewater plant's inception in June 1985 (32 years), and they have reached the end of their life. We requested proposals from Ovivo USA,WesTech Inc. and RSG LLC,for the purchase, removal and installation of two (2) new OEM EIMCO C4OHT 110 foot diameter drives. In the received proposals, Ovivo USA was the only vendor who was able to supply the new OEM EIMCO C4OHT 110 foot diameter drives. WesTech Inc. and RSG LLC were only able to offer reconditioned EIMCO drives, as well as new drives from different manufacturers, which would entail modifications to both secondary clarifiers. Based on this, it is our recommendation to purchase two(2) EIMCO C4OHT 110 foot diameter drives from Ovivo USA, which would also include the removal of the old drives and the installation of the new drives, in the amount of$160,041.18. ATTACHMENTS: 1)Ovivo USA; 2) LLC,WesTech Inc; 3) RSG LLC proposals. FISCAL IMPACTS (Include Budgeted Amount): The two secondary clarifier drives purchase, removal and installations is budgeted through the 2017 WW CIP, and has a budgeted amount of $150,000. The total cost for the purchase, removal and installation of two C4OHT 110' secondary clarifier drives is$160,041.18, and the remaining $10,041.18 will be funded through the WWTP/PS Capital Improvement Program. STUDY SESSION AGENDA: a No Presentation D Full Presentation STUDY SESSION ACTION: D Consent Agenda 0 General Business D Public Hearing RECOMMENDED MOTION: Move to approve the purchase, removal, and installation of two(2) EIMCO C4OHT secondary clarifier drive units from Ovivo USA, LLC of Salt Lake City, UT. COUNCIL ACTION: [7]Approve ❑ Deny ❑Table ❑ Continue ❑ No Action Form Updated 01/07/15 315 PUBLIC WORKS AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation("City"), and OVIVO USA, LLC ("Contractor"), whose mailing address is 4246 Riverboat Road, Suite 300, Salt Lake City, Utah 84123 The parties agree as follows: 1. CONTRACTOR SERVICES. The Contractor shall perform the following services for the City: all services described in the Contractor's Proposal dated January 26, 2017. 2. TIME OF COMPLETION. Contractor shall complete the work within one hundred & eighty (180) calendar days from the date of issuance of the City's Notice to Proceed, or as otherwise agreed in writing by the parties. 3. COMPENSATION. The City shall pay the Contractor the total amount of $147,232.00 plus any applicable Washington State Sales Tax, for the work and services contemplated in this agreement. The City shall pay the Contractor fifty percent (50%) of the Contract amount upon completion and acceptance of the work by the City, and the remainder upon fulfillment of the conditions listed below and throughout this agreement. A. Performance Bond. Pursuant to Chapter 39.08 RCW, the Contractor shall provide the City a performance bond for the full contract amount to be in effect until sixty (60) days after the date of final acceptance, or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor and Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later, however not to exceed twenty four(24)months from the date of issuance of the Bond. B. Defective or Unauthorized Work. The City reserves its right to withhold payment from Contractor for any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this agreement; and extra work and materials furnished without the City's written approval. If Contractor is unable, for any reason, to satisfactorily complete any portion of the work, the City may complete the work by contract or otherwise, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Contract price specified above. The City further reserves its right to deduct the cost to complete the Contract work, including any Additional Costs, from any and all amounts due or to become due the Contractor. C. Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PUBLIC WORKS AGREEMENT—Page 1 of 10 between City of Bremerton and Ovivo USA, LLC PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY CONTRACTOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 4. INDEPENDENT CONTRACTOR. Contractor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Contractor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors. The Contractor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers, agents, employees and sub- contractors. 5. TERMINATION. The City may terminate this agreement for good cause. "Good cause" shall include, without limitation, any one or more of the following events: A. The Contractor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of the Contract work. B. The Contractor's failure to complete the work within the time specified in this agreement. C. The Contractor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Contractor's persistent disregard of federal, state or local laws, rules or regulations. E. The Contractor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this agreement for good cause, the Contractor shall not receive any further monies due under this agreement until the Contract work is completed. 6. PREVAILING WAGES. Contractor shall file a "Statement of Intent to Pay Prevailing Wages," with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. 7. CHANGES. The City may issue a written work change directive for any change in the Contract work during the performance of this agreement. If the Contractor determines, for any reason, that a change order is necessary, Contractor must submit a written change order request to the City's project manager within two (2) business days of the date the Contractor knew or should have known of the facts and events giving rise to the requested change. If the PUBLIC WORKS AGREEMENT—Page 2 of 10 between City of Bremerton and Ovivo USA, LLC City determines that the change increases or decreases the Contractor's costs or time for performance,the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Contractor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Contractor shall proceed with the change order work upon receiving a written work change directive or change order from the City. If the Contractor fails to require a change order within the time allowed,the Contractor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Contractor disagrees with the equitable adjustment the Contractor must complete the change order work; however, the Contractor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Contractor. If the Contractor disagrees with anything required by a work change directive or change order, including any direction, instruction, interpretation, or determination by the City, the Contractor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Contract's protest. b. The nature and circumstances that caused the protest. c. The provisions in this agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Contractor's records needed for evaluating the protest. 3. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Contractor's Duty to Complete Protested Work. In spite of any protest, the Contractor shall proceed promptly with the work as the City has ordered. C. Contractor's Acceptance of Changes. The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate PUBLIC WORKS AGREEMENT—Page 3 of 10 between City of Bremerton and Ovivo USA, LLC acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Contractor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Contractor also waives any additional entitlement and accepts from the City any written order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Contractor completely waives any claims for protested work and accepts form the City any written order (including directions, instructions, interpretations, and determination). 8. CLAIMS. The Contractor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this agreement; or, if(and only if) no such provision is applicable,unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Contractor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Contractor's written claim must include the information set forth regarding protests in Section 7.A.2.a.-e. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Contractor must, in any event, file any claim or bring any suit arising from or connected with this agreement within 120 calendar days from the date the contract work is complete. 9. WARRANTY. The Contractor shall correct all defects in workmanship and materials within two years from the date of the City's acceptance of the Contract work, not to exceed thirty (30) months from shipment of equipment ("Warranty Period") . When defects are corrected, the warranty for that portion of the work shall extend for one year form the date such correction is completed and accepted by the City, not to exceed the original Warranty Period. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. For Contractor to be liable with respect to this warranty, City mustmake its claims to Contractor with respect to this warranty in writing no later than thirty (30) days after the date PUBLIC WORKS AGREEMENT—Page 4 of 10 between City of Bremerton and Ovivo USA, LLC City discovers the basis for its warranty claim and in no event more than thirty(30) days after the expiration of the Warranty Period. In addition to any other limitation or disclaimer with respect to this warranty, Contractor shall have no liability with respect to any of the following: (i) failure of the Products, or damages to them, due to City's negligence or willful misconduct, abuse or improper storage, application or maintenance (as specified in any manuals or written instructions that Contractor provides to the City); (ii)any Products that have been altered or repaired in any way without Contractor's prior written authorization; (iii)any Products damaged by accident; (iv)decomposition of Products by chemical action, erosion or corrosion or wear to Products or due to conditions of temperature, moisture and dirt; or(v)claims with respect to parts that are consumable and normally replaced during maintenance, except where such parts are not performing to Contractor's estimate of normal service life, in which case, Contractor shall only be liable for the pro rata cost of replacement of those parts based on Contractor'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(iv) above. 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 Contractor shall terminate if City fails to perform its obligations under this Contract including but not limited to any failure to pay any charges due to Contractor. 10. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officer, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,losses or suits including all legal costs and attorney fees, arising out of or in connection with the performance of this agreement, except to the extent of injuries and damages caused by third party or the City's negligence or misconduct. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officials, employees, agents and volunteers,the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. PUBLIC WORKS AGREEMENT—Page 5 of 10 between City of Bremerton and Ovivo USA, LLC 11. INSURANCE. The Contractor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, subconsultants or subcontractors. Before beginning work on the project described in this agreement, the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and employer's liability. 3. Excess Liability insurance with limits not less than $1,000,000 per occurrence and aggregate. Any payment of deductible or self insured retention shall be the sole responsibility of the Contractor. The City, its officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. PUBLIC WORKS AGREEMENT—Page 6 of 10 between City of Bremerton and Ovivo USA, LLC 12. MISCELLANEOUS. A. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement or any sub-contract hereunder, the Contractor, its sub-contractors, or any person acting on behalf of such Contractor or sub-contractor shall not, by reason of race, religion, color, sex, national origin, or the presence of any sensory, mental, physical disability, or sexual orientation discriminate against any person who is qualified and available to perform the work to which the employment relates. B. Compliance with Laws. Contractor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this agreement. C. Work Performed at Contractor's Risk. Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this agreement. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Nonwaiver of Breach. The failure of the City to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect E. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Contractor under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. F. Attorney's Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties' performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 10 of this agreement. G. Written Notice. All communications regarding this agreement shall be sent to the parties at the addresses listed on the signature page of this agreement, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this agreement. H. Assignment. Any assignment of this agreement by the Contractor without the written consent of the City shall be void. PUBLIC WORKS AGREEMENT—Page 7 of 10 between City of Bremerton and Ovivo USA, LLC p I. Modification. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. J. Severability. If any one or more sections, sub-sections, or sentences of this agreement are held to be unconstitutional or invalid,that decision shall not affect the validity of the remaining portion of this agreement and the remainder shall remain in full force and effect. K. Entire Agreement. The written provisions and terms of this agreement, together with any attached Exhibits, shall supersede all prior verbal statements by any representative of the City and shall supersede all provisions of Contractor's Proposal dated January 26,2017 that conflict with this agreement. This agreement and any attached Exhibits contain the entire agreement between the parties. Should any language in any Exhibit to this agreement conflict with any language contained in this agreement, the terms of this agreement shall prevail. L. Limitation of Liability. To the extent permissible by applicable law, Contractor shall have no further liability in connection with this Agreement in excess of the cost of correcting any defects, or in the absence of any defect, in excess of the value of the equipment supplied hereunder. However, notwithstanding any other provision of the Agreement to the contrary,in no event shall Contractor be liable for any punitive, exemplary, special, incidental, or consequential loss or damage suffered by City, or any other party, in connection with this Agreement. These limits shall not apply to third party claims based on injury, death, or property damage. These limits shall not apply to claims which are based on the willful misconduct, gross negligence, or fraud of the Contractor. IN WITNESS WHEREOF,the parties below have executed this agreement. CONTRACTOR THE CITY OF BREMERTON 6P: ice- Print Name: CAACi Lay/a r't Print N '?: PA- k/ .L r Title: /I'`'4,7 Ave fori -1 Title: LLi:t OA./ DATE hot 7 DATE 03/20.9/7 Notices to be sent to: Notices to be sent to: CONTRACTOR: CITY OF BREMERTON: J VO LAS/`} LLC- VeLT �o X vl Li 2oc.f ,PO..cl s"i4e ,ftro 11.00 OitsI- Aue.. S $ Go lmac G.'717 , t1 t" P4(12 3 _ z ra 3 Bremerton,WA G 8 3 l Z Rd/ 93/- 32.,/ (360) 413-$LiLg $dt 93 1- 3o 8 o ( Fay) (360) 1-0 3 - SKCS-(facsimile) PUBLIC WORKS AGREEMENT—Page 8 of 10 between City of Bremerton and Ovivo USA, LLC s ' APPROVED AS TO FORM: Bremerton City Attorney ATTEST: (...// Bremerton City Clerk R:\LEGAL\Contracts\FORMS\ShortForm.P W.Agr.doc PUBLIC WORKS AGREEMENT—Page 9 of 10 between City of Bremerton and Ovivo USA, LLC ♦ Tnj :' m ..,0 a,- ro' ', . ., 40 © - 6' ani. c 44 8 16 a m v a VI 2 4.5, rD va to (LF gt o 0 10 o' cn 10 m 0 30 ac ny CEELEE 1 i- m1' w g' a "5K w (U S S a a o < .A o = .- ? A ro a j "7 LT ro i fib ro d G " ,, Ct r ..° r v * ¢ r zn n �vy r. x o w i iw, L '.m a O ukm 3 ro O o a ° --'2i N 5 w F. 6 n. r. f1 /P N y • _cC• co :. N ° a •H io roIle 0. d ^�� eL w O. `a -.-ri a m to N 1 0� q8q o 4) 77 i rt C0 , yo ® c.' O T 0 i - n C5. 5 - ,v ^ 'auo5 a) w a = w v - �— cQ s F7a = 3 0. w 0 c r -. .4 -9wo mm a4imm m ° �. o n fD (U 8 n w c d N tpvD In C0 _ �,' 7 �n Ai p N ...... .� f" N= n C n ^. {Lizmin 7�D� » O < rbPoO CC.P�ppC O i n 0 D O (/1 l .,9 3 CO `� O ' N n u�i w ^ ♦T7 dat & E 72 o '- Cr Iwo. �p n QL f"d ? CP y r m n o Go co v n 9 F w a 0. San? C fM v" Bi r. a * RA g n n K 0 R. I Al S a ``, m C-71 ,NhS'i A W , N 2 d iJ N Opo W a 4 r ri' �' 5 co rt,a n . ° 0 4 `° =r 4 a ¢, o 1- 3 ° a 4s o n 2 ( > M N m ! m t 7 71 CI PROPOSAL2O1 7O°6 C L OV I-1 Worldwide Experts In Water Treatment26 JANUARY 2017 , IiistY 444";• 4' ''''4' BREMERTON WW_ _TP BREMERTON, WA 41),PV'fi4: r ° f-44,A if PROJECT (2) C4OHT Drive Unit Replacements for (2) 110'dia. EliVICO C3s Clarifiers $ i Serial #23046-03A/B AREA REPRESENTATIVE Treatment Equipment Company Jens Nielsen (253) 508-9955 jens@tec-nw.com t . •. r i : II Chad Layton ...' Ovivo USA,LLC Phone - Suite 300 4246 Riverboat Road 0 Fax 931-324 (801)(801)931-3080 corn Salt Lake City,Utah 84123-2583 chad layton@ovivowater PROPOSAL I Q2017006-CL I 26 January 17 PROJECT SUMMARY: Ovivo USA, LLC(formerly EIMCO Water Technologies—EWTTM) is pleased to offer the following proposal to provide two (2) complete new C4OHT drive units as direct replacements for current C4OHT drive units. Ovivo is also including drive removal & installation services. This for two (2) existing 110'dia. EIMCO C3S clarifiers installed in 1983 under serial#23046-03A/B. Ovivo C4OHT Drive Unit Ovivo will manufacture and supply two (2) complete C4OHT drive units to include the following: • Basic C4OHT drives rated to match existing C4OHT drive units • Drive torque control unit with micro switches and actuating pin • Motor drive package (1 hp TEFC motor, reducer, sprockets, chain and guard) • Ovivo paint scheme,two(2) coats of Tnemec Series N69F epoxy @ 6-8 mils DFT o Top coated with (1) coat of Tnemec Series 73 Endura Shield urethane paint @ 2-3 mils DFT(sky blue color) o Top coat is highly resistant to abrasion, wet conditions, corrosive fumes, chemical contact and weathering • Installation fasteners&shim kit (304 SS) • 0 & M manual • Two (2)year warranty • FOB ship point freight prepaid and allowed • Engineering Items NOT Included • Finish or touch up painting • Lubricants or drive unit oil Drive Unit Labor Removal &Installation Services We Include: • Site mobilization • Crib up rake arms • Remove walkway • Remove existing C4OHT drive unit • Install new C4OHT drive unit • Reinstall walkway • Re-leveling of rakes & mechanism • Crane, mats, rigging and related equipment • Two (2)year warranty parts& installation • Demobilization of personnel and equipment • 10 hours per day • Field service startup/checkout—Ovivo service technician visit for two (2)trips of one (1) day each onsite to perform check-out and inspect C4OHT drive unit installations and provide operator training Ovivo USA,LLC I 4246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-30001 Fax:(801)931-3080 ovivowater.com PROPOSAL I Q2017006-CL 26January17 Items NOT Included • Draining or cleaning of tank prior to start of 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 two(2)C4OHT drives w/install services complete as described above $ 147,232.00 Lead time is 6-8 weeks based on current inventory levels 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 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 Ovivo USA,(IC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com PROPOSAL l Q2017006-CL 126 January 17 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. **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.lavton@ovivowater.com 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 PROPOSAL I Q2017006-CL 126 January 17 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 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. Ovivo USA,LLC 1 4246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-30001 Fax:(801)931-3080 ovivowater.com PROPOSAL I Q2017006-CL 126January17 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 I 4246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com PROPOSAL I Q2017006-CL 26 January 17 1.ACCEPTANCE Tice proposal of OVIVO USA,LLC("SELLER"),as well as these terms 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 PURCHASER's acceptance of this offer is expressly limited to the terms of the Agreement. The scope and terms processing program supplied by SELLER with the Products.PURCHASER acknowledges that such programs 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 discussions,agreements, understandings and representations between the parties. Any scope or terms and 12.PATENT INDEMNITY.SELLER will defend at its own expense any suit instituted against PURCHASER conditions included in PURCHASER'S acceptance/purchase order that are in addition to or different from this based upon claims that SELLER's Product hereunder in and of itself constitutes an infringement 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 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 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.Furthermore,in case the use of delivery.The Products shall be delivered to the delivery point or points in accordance with the delivery terms stated the Products is enjoined in such suit or in rase SELLER otherwise deems it advisable,SELLER shall,at its own in SELLER's proposal. If such delivery is prevented or postponed by reason of Force Majeure(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 PURCHASER'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 for 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 not 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 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 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.The 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 performance of any term or condition of this Agreement,the entire unpaid portion of 4.PAYMENT TERMS.SELLER 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 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 sue 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 arc 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 process;and/or retain all payments made as compensation for the breach of the payment terms by PURCHASER.. use of the Products:and/or resell the Products,without notice or demand,for and on behalf of the PURCHASER, 5.TAXES 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,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 PURCHASER,of any of the Products or services dealt with herein for the Products 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 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 arc 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 new15.CANCELLATION.PURCHASER may terminate this Agreement for convenience upon giving SELLER equipment and parts manufactured 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 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 mut the same plus a reasonable profit thereon.All such equipment 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 hair or replace free of charge to PURCHASER,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 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 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 the 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 part 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 costs.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 must 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 discovers 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 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,or damages to them,due to PURCHASER's negligence or willful PURCHASER'S written request and expense. misconduct,abuse 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 instructions that SELLER provides to the PURCHASER);(ii)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 without SELLER'S prior written authorization;(in)The costs 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 damaged while in transit or otherwise by accident;(v)decomposition of Products shall include,but not be limited to,acts of God,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 dirt; lightning,fire,flood,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,embargos,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 PURCHASER'S normal service life,in which case,SELLER shall only be liable for the pro rata cost of replacement of those parts action or inaction,then in addition to an adjustment in time,SELLER shall be entitled to reimbursement of costs based on SFI.1 FR'S estimate of what the remaining service life of those parts should have 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 of 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-party warranties.THE PARTIES AGREE THAT ALL servants,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 unenforceability and shall remain in full force and effect.Furthermore,any invalid or unenforceable provision shall be and obligations 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 based upon this warranty.Any increase in warranty 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 INFORMATION. Al nonpublic information and data furnished to PURCHASER with the laws of the State of Utah,without regard to its roles 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 courts 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. PURCHASER shall not assign or transfer this Agreement without the prior written consent 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 assign,or otherwise transfer,its rights and obligations in connection with this Agreement,in whole items such as motors,controls,speed reducers,pumps,etc.,will be painted in accordance with manufacturers' or in part,upon prior written notice to PURCHASER. standard practices,unless otherwise agreed in writing. 25.LIMITATION ON LIABILITY.TO THE EXTENT PERMISSIBLE BY LAW,SELLER SHALL 9.DRAWINGS AND TECHNICAL DOCUMENTATION.When PURCHASER requests approval of drawings HAVE NO FURTHER LIABILITY IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE before commencement of manufacture,shipment may be delayed if approved drawings are not returned to COST OF CORRECTING ANY DEFECTS,OR IN THE ABSENCE OF ANY DEFECT,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, erection drawings, OR RESPONSIBILITIES ASSUMED BY SELLER HEREUNDER,SELLER SHALL IN NO EVENT BE installation and operation-maintenance manuals for SELLER'S equipment(in English language) SELLER will RESPONSIBLE TO PURCHASER OR ANY THIRD PARTY,WHETHER ARISING UNDER CONTRACT, supply sic (6)complete sets of drawings and operating instructions. Additional sets will be paid for by TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR LOSS OF PURCHASER.Electronic files,if requested from SELLER,will be provided in pdf,pig or of format only. ANTICIPATED PROFITS, LOSS BY REASON OF PLANT SHUTDOWN, NONOPERATION 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 setoff or applied against any money REPLACEMENT POWER,COST OF MONEY,LOSS 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 access 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 terms of any software license RE[Z4ONDATE—SEPTEMBER 2010 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 PROPOSAL l Q2017006-CL 1 261anuary 17 NORTH AMERICAN FIELD SERVICE RATE SHEET Effective January 1, 2013 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 * Except Christmas Day and New Year's Day ** For all hours worked over eight (8) hours per day 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 on Saturday, Sunday or Holidays, and after 8 hours per day will be billed at the overtime rate. • Use of Ovivo Fleet vehicles for travel will be charged at the rate of$0.56 per mile. Ovivo USA,LLC l 4246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com •ou! 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