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HomeMy WebLinkAbout2020-04-14 - Agendas - FinalCITY OF 9im FAYETTEVILLE 4VARKANSAS MEETING AGENDA Water, Sewer, and Solid Waste Committee April 14, 2020 5:30 P.M. (Or immediately following Equipment Committee Session) This is a Virtual Meeting Committee: Chairman Mark Kinion; Council Member Sonia Gutierrez, Council Member Sloan Scroggin, Council Member Teresa Turk Copy to: Mayor Lioneld Jordan, Paul Becker, Kara Paxton, Susan Norton, Chris Brown, Alan Pugh, Terry Gulley, Peter Nierengarten, Jeff Coles, Brian Pugh, Mark Rogers, Corey Granderson, Aaron Watkins, Greg Weeks, Matthew Benton, Tim Luther, Andrea Foren From: Tim Nyander, Utilities Director CALL TO ORDER ROLL CALL OLD BUSINESS: NEW BUSINESS: 1. Purchase of Cellular Water Meters The City of Fayetteville currently utilizes approximately 19,000 drive -by radio -read water meters and 25,000 manual read meters for a total of approximately 44,000 meters. A radio - read meter can be read by a computer in a truck when it is in the vicinity of the meters and can collect hundreds of readings per second. When a radio -read meter fails, it does not send a read and must be read manually. The read rate has been declining over the years, and currently over 5,000 meters are not reading, placing a heavy strain on our meter readers. Because of this the department chose to install cellular meters (AMI) in apartment complexes. A cellular meter can send reads directly to the business office through the cloud and can be viewed 24/7. It can be used for move -ins and move outs without the need for rolling a truck The decision was made to replace these faulty meters with cellular meters rather than with a conventional meter with radio read capabilities. This was because the Department will soon be presenting to the Council the selection of a vendor to provide smart metering for the entire service area. Purchasing conventional meters and then trading them out with AMI before their life cycle is complete would not be a good investment of public money. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 To date we have purchased 3,500 cellular meters and 500 cellular endpoints. This has allowed us to install cellular meters at the Cliffs, the Links, the Appleby Apartments, Valley Lake Apartments, and the first portion of the Greens. With this last order of 1,000 meters we plan to complete the Greens, Paradise View, Oakshire I & 11 Apartments and the Stearns Street Apartments. making the total cellular project 5,000 meters. The department is requesting to purchase an additional 1,000 cellular meters ($196.960) which would allow us to complete Chestnut Apartments, Red Bud Apartments, Park Lake Apartments, and Wood Way Apartments. STAFF REQUESTS THIS BE FORWARDED TO THE CITY COUNCIL FOR CONSIDERATION FOR APPROVAL 2. Ozone Equipment Service Agreement with Pinnacle Ozone Solutions The Utility is requesting approval to enter into an equipment service agreement to perform corrective and/or preventative maintenance to ozone generating equipment used for disinfection at the Noland WWTP. Pinnacle will perform quarterly service visits, perform annual service items to the equipment, and perform bi-weekly remote monitoring of the system (26). The total cost of the service agreement is $24,920 per year. STAFF REQUESTS THIS BE FORWARDED TO THE CITY COUNCIL FOR CONSIDERATION FOR APPROVAL 3. Biosolids Management Site Solar House Repair The Biosolids Management Site utilizes a series of (6) six solar houses, approximately 48,000 total square -feet, to partially dry wet biosolids prior to the thermal drying process for production of Class -A, biosolids fertilizer. On May 18, 2019 a severe storm passed through the Fayetteville area, more specifically in the vicinity of the City's Biosolids Management Site located at 16464 East Wyman Road. The visible damage consisted of missing and damaged roof panels on the far interior end of every solar house; structural damage to several air intake doors; and missing or damaged end caps, roof caps, and metal battens. The solar houses are still in partial use for drying biosolids but with greatly reduced capacity due to the missing and damaged panels. A qualified inspector from the solar house manufacturer as well as the original installer performed a thorough inspection on March V, 2020. Their finding was that 90% of the roof panels were damaged. Besides the obviously blown out panels and damaged glazing bars, nearly every roof panel has been comprised; broken thru or cracked around the fasteners. In addition to the drying efficiency loss the rainwater that enters through the damaged roof causes the biosolids to go septic and release odors through the missing solar panel openings affecting BMS neighbors. The cost of repair to the solar houses are $618,319.61. STAFF REQUESTS THIS BE FORWARDED TO THE CITY COUNCIL FOR CONSIDERATION FOR APPROVAL 4. Rehab of the Secondary Clarifier Effluent Launder Troughs at Noland WWTP The Noland WWTP incorporates four (4) secondary clarifiers to settle out the solids from the aeration basins prior to filtration and ozonation. Flow leaving the circular clarifiers overtops a weir and enters a concrete channel at the perimeter of the clarifier, known as a `trough' or `launder.' These troughs are approximately 314-feet in length on each clarifier basin. These original concrete troughs have begun to experience degradation, and loss of material. Furthermore, the rougher edges created here allow algae to fasten better, increasing maintenance frequencies. City Staff has worked with Jacobs to prepare a specification and construction bid package for a cementitious coating of these troughs that will restore a smooth finish and stop the active degradation. This project is expected to cost between $80,000 and $100,000 subject to public bidding. A construction contract award will be presented to the committee in the future. FOR INFORMATION ONLY 5. Repair of the Secondary Containment Liner for the Bleach Tank at Noland WWTP The Noland WWTP utilizes a fiberglass bulk tank to store chemicals on -site. A crack has developed on the tank used to store bleach. This has resulted in a leak which has damaged the coating on the concrete containment barrier surrounding the tank. The Bleach Tank is being purchased through a material bid previously brought through committee. City Staff and Jacobs have worked together to prepare a construction specification and bid package for the secondary containment work. This portion of the project is expected to cost between $40,000 and $60,000 subject to public bidding. A construction contract award will be presented to the committee in the future. FOR INFORMATION ONLY 6. Thermal Dryer Repair at Biosolids Management Site The solar houses and thermal dryer are tandem processes that reduce the daily biosolids volume down to approximately 15,000 Ibs/day. of Class -A, Exceptional Quality fertilizer. The thermal dryer process nearly 75% of all biosolids annually. The biosolids drying process saves the city significant landfill costs annually, as well as allows for beneficial reuse of the biosolids material. The thermal dryer is out of service due to a failed bearing, which occurred on April 6, 2020. This bearing was replaced as part of the overhaul of the dryer in 2019 and should have a life span of 5 years or more. It is critical this part be purchased and installed as soon as possible. This downtime will require solids be sent to the landfill. At current production rates those costs are about $20,000 / week in tipping fees. This is an emergency item. A replacement was available and in stock. The bearings for both ends of the dryer shaft were ordered on April 8t". The cost of the new bearings is $40,064.90 plus applicable freight charges. It is estimated that delivery and installation will take less than 2 weeks from the time of the order. Installation will be done by Jacobs maintenance staff. Approval will be necessary from the City Council. STAFF REQUESTS THIS BE FORWARDED TO THE CITY COUNCIL FOR CONSIDERATION FOR APPROVAL 7. Pinnacle Ozone Solutions, LLC - Ozone Equipment Cleaning and Refurbishment for the Noland WWTP The Noland WWTP was upgraded from UV disinfection to ozone disinfection in 2014. The ozone disinfection system has several ozone generators that disinfect the wastewater as part of the treatment process. Pinnacle Ozone Solutions is the sole manufacturer and service provider for the brand of ozone generators (QuadBlock) that are installed at the Noland facility. They have submitted a quote for cleaning and refurbishment of the 12 ozone generators in the amount of $39,300.00 plus taxes. The quote includes two trips to the facility to remove, refurbish, and reinstall the 12 ozone generators. Staff recommends approval of cleaning and refurbishment services to properly maintain the ozone disinfection system. STAFF REQUESTS THIS BE FORWARDED TO THE CITY COUNCIL FOR CONSIDERATION FOR APPROVAL 8. Rate Study The City is preparing to conduct a comprehensive water and sewer rate study. The intent of the study is to establish water and sewer rates that fully recover the cost of providing service to customers, adequately provide for maintaining and expanding the City's infrastructure, and provide adequate reserves for future needs. The broad objective of the study is to adequately fund utility operations, capital costs, and bonded debt while minimizing rates to the greatest degree possible. The study will be based on a comprehensive review of the City of Fayetteville's water and sewer funds and budgets, comprehensive Water Master Plan, Wastewater Master Plan, planned wastewater facilities upgrades, customer classes, current usage data, future planned growth of the City of Fayetteville, and any other information deemed necessary. 9. Capital Projects Update Discussion of current capital projects in the design state or underway. 10. Overview of WWTP Monthly Report Discussion of February's Monthly WWTP Report PRESENTATIONS ATTACHMENTS Quote for Water Meters Pinnacle Service Agreement Proposal Solar Houses Repair Quote Thermal Dryer Bearings Quote Quadblock Refurbish Quote WWT — February Report 4 ADJOURN Next Water, Sewer, Solid Waste Committee meets on Tuesday, May 12', 2020, 5:30 p.m. QUOTATION FROM HENARD UTILITY PRODUCTS, INC. P.O. Box 9238 SEARCY, ARKANSAS 72145 PHONE (501)268-1987 FAX (501)268-7437 www.henardutility.com TO Fayetteville Water & Sewer Attn: Harlan Henson Email: hhenson@fayetteville-ar.gov WE ARE PLEASED TO QUOTE AS FOLLOWS: INQUIRY NO: 04102020-1 DATE 10 April 2020 TERMS Net 30 Days DELIVERY TBD PRICES ARE QUOTED F.O.B. Fayetteville, AR QTY. DESCRIPTION PRICE EA. T AMOUNT 1,000 Badger Model M25 — 5/8x3/4 Low Lead Bronze Positive $196.96 $196,960.00 Displacement Meter — Plastic Bottom — HR-E LCD 9 Dial Encoder — LTE-M Beacon Cellular Endpoint - US Gallons — Twist Tight Connector — Serial Numbers to be Embossed on Outside of the Lid — Visual Read of 100 Gallons. Sales Tax @ 9.75% $19,203.60 Total $216,163.60 *Quote Valid until 7/26/2020* *NOTE: Sale tax and freight must be added to your invoice when applicable. QUOTED BY: George Clayton 2emecAhenardutility.com Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC April 71", 2020 City of Fayetteville Atten: Mayor Lioneld Jordan 1400 N. Foxhunter Rd. Fayetteville, AR 72756 RE: Ozone Equipment Service Contact Proposal v1.0-2020 Fayetteville Waste Treatment Facility Dear Mayor Jordan, Pinnacle Ozone Solutions, LLC (Pinnacle) is pleased to offer this proposal for an Ozone Equipment Service Contract for the above referenced project. 1.0 System Specific Information The following is background information regarding this project: SITE INFORMATION FACILITY NAME: Fayetteville Waste Treatment Plant ADDRESS: Fayetteville, AR COVERED EQUIPMENT: Ozone Generators, Qty. 2 MTA Chillers, Qty. 2 2.0 Scope of Services Pinnacle will provide the listed services and consumables during the contract period as follows: 2.1. Quarterly Service Visits a) Four (4) services visits of up to eight (8) hours each by one (1) factory trained technician including onsite labor and travel to/from the site. Schedule of Quarterly Service visits to be coordinated with the City a minimum of one (1) week prior to performance of work. b) Inspection of all 'covered equipment'. c) Oxygen/Ozone System Leak Check d) Ozone Generator Output/Performance Verification e) Chiller Inspection (Physical Inspection, pH, coolant level, differential temperature verification, and coolant flow rate / pressure). f) Zero Check Ambient Ozone Analyzers. Re -Zero if required g) Service report including details of equipment condition, work performed, calibration certificates, and any recommendations for additional service and/or changes to system operation. Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC 2.2 Annual Service Items a) The following service items will be performed one (1) time per service contract year during one (1) of the regularly scheduled service visits. b) Validation of readings one (1) High -Range Ozone Concentration Analyzer (1) and up to three (3) Oxygen Mass Flow Meter(s) inside the ozone generator enclosure. Pinnacle will provide a quote for instrument recalibration services if required. 2.3 Online Remote Monitoring: Pinnacle recommends bi-weekly remote monitoring for the 2020 contract year. a) Bi-weekly (26 annual) check of system operation via remote interface via existing remote access capability. 3.0 On -Call Repair Services (Standard & Emergency) Pinnacle will provide on -call services for troubleshooting and/or repair of the covered equipment as follows: 3.1 Service Request: Provide a qualified engineer or technician (as required) on -site within 24 hours of a service request. 3.2 Labor Rates: Engineer: $170/hr. Technician: $115/hr. *Note: Labor Charges apply for both travel and time onsite. 3.2 Travel Expenses: • Mileage =$0.54/mile to and from Pinnacle office to the project site (or current year rate) • Travel, Meals, Lodging Expenses: Cost +15% as required for sites 3.3 Parts & Materials: A written estimate will be provided for any parts, materials, and/or consumables required to complete repairs to the system. Pricing will include any shipping charges incurred for delivery / return of parts and/or materials that are not covered under warranty. 4.0 Client Responsibilities The Client agrees to provide the following: 4.1 Parts & Materials: Client agrees to provide access to the site and equipment at the agreed time of service, and for the required duration of service conducted under this Agreement. Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC 4.1 Waste Materials: Client agrees to ownership, handling, and disposal of any waste materials generated as the result of equipment service completed under this Agreement. 5.0 Effective Date, Term, Renewal, and Schedule The service contract term shall commence on 5 1 2020 and extend for a period of one (1) calendar year. a) Unless otherwise cancelled in writing prior to the date of renewal, this service contract shall automatically renew upon expiration of the contract period. b) All scheduled service visits to be coordinated with the City a minimum of one (1) week prior to visiting the site and approved in writing or by email. 6.0 Pricing, Terms & Conditions The price for the Service Agreement as described herein is: Twenty -four -thousand -nine -hundred -twenty -US -dollars per year (US$ 24,920.00/yr). Service Agreement fee will be invoiced at the beginning of each service contract renewal. On -Call Services will be invoiced at the time of service. All invoicing is Net 30 days. All pricing and work performed under this Agreement shall be subject to Pinnacle's Standard Terms & Conditions of Sale, which are included with this proposal and incorporated by reference. 7.0 Closing Pinnacle Ozone sincerely appreciates this opportunity to provide technical service for your existing ozone system. We trust this proposal is responsive to your needs. Please feel free to contact us if we can be of any further assistance. Best Regards PINNACLE OZONE SOLUTIONS, LLC M411 1 1,•► Chuck Smith CEO Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 AAA A PINNACLE OZONE SOLUTIONS, LLC Project Authorization Upon both Parties endorsement below, the Client and Pinnacle / PRDL agree that the scope of work, price, and terms & conditions of this Agreement are acceptable to both Parties, and work is Authorized to Proceed. SIGNATURE: SIGNATURE: PRINTED NAME: PRINTED NAME: Lioneld Jordan Chuck Smith TITLE: TITLE: Mayor of Fayetteville CEO COMPANY: COMPANY: City of Fayetteville, Arkansas Pinnacle Ozone Solutions, LLC DATE: DATE: April 7, 2020 Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC Purchase Order Terms and Conditions 1. ACCEPTANCE. The purchase order of Pinnacle ozone Solutions LLC ("POS " or "Seller") attached hereto or which otherwise references these terms and conditions, or any Buyer purchase order which POS is accepting, is expressly subject to the herein terms and conditions and no others unless the same have been consented to in writing by POS . The placing of this order by Buyer and its acceptance of the articles being sold hereunder shall be conclusive evidence of Buyer's approval of and consent to the terms and conditions herein contained. 2. PRICES AND PAYMENT. All prices set forth in the purchase order are FOB Origin, POS's facilities, Cocoa Florida, USA, and, unless otherwise stated do not include cartage insurance, taxes, imposts, or other similar charges. All payments shall be made in accordance with the terms set forth in the purchase order. The maximum allowable service charge, under the laws of the State in which POS is located shall be applied to all past due accounts commencing from the due date of the invoice until paid. 3. PERFORMANCE/DELIVERIES. POS shall not be liable for delays in delivery, performance, or failure to perform, manufacture or deliver due to causes beyond its reasonable control; or acts of God, acts of the Buyer, acts of civil or military authority, Governmental priorities, fires, strikes, floods, epidemics, war, not delays in transportation or shortages; or inability due to causes beyond its reasonable control to obtain necessary labor, materials, utilities, components or manufacturing facilities. In the event of any such delay, the date of performance/delivery shall be extended for a period of time as may be necessary to compensate for any such delay. 4. WARRANTY. (a) POS warrants that the articles delivered hereunder conform to final specifications, drawings, and other description agreed in writing to be applicable and are free from defects in materials and workmanship. These warranties shall run to the Buyer, its successors, assigns and customers. (b) The responsibility of POS hereunder, and the sole and exclusive remedy of Buyer, its successors assigns or customers for a breach of any warranty hereunder, is limited to correction or replacement by POS at its plant without charge of any article or part which has been returned to POS and which is not in accordance with this warranty provided, however; (1) POS must be notified in writing of the defect or non -conformity within the warranty period, Buyer must obtain a Return Material Authorization (RMA) number from seller and the affected article or part returned to POS within thirty (30) days after discovery of such defect or conformity (2) if POS is unable to repair or replace defective or non -conforming articles or parts within a Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC reasonable time after receipt thereof, Buyer shall be credited for their value at the original purchase price. Pinnacle Ozone Solutions LLC 2971-A Oxbow Circle Cocoa, FL 32926 122011 Phone: (321) 631- 4580 Fax: (321) 631-4517Toll Free: (800) 632-3071 is not responsible for costs of removal and reinstallation. POS will not be held responsible for items returned without a RMA. Transportation is at the risk of the Buyer. (c) POS shall have the sole right to determine whether returned articles or parts shall be repaired or replaced. (d) POS's responsibility under these warranties shall expire 12 (twelve) months after delivery of the article, including any spares, to the Buyer or in the case of any part or component repaired or replaced by POS the warranty shall remain in effect for the remainder of the 12 (twenty four) month period from the date of shipment of the repaired or replaced part or component, whichever is longer. (e) Unless otherwise agreed, and except as may be necessary to comply with these warranties, POS reserves the right to make changes in its products without any obligation to incorporate such changes in any product manufactured, overhauled or repaired theretofore. (f) Buyer agrees to assume round-trip transportation costs (shipping and handling) for defective or non -conforming articles to and from POS's facility. (g) These warranties will not apply if the articles or any parts thereof have been subjected to (1) any maintenance, overhaul, installation, storage, operation, or use handling or environment which is improper or not in accordance with POS's instructions, (2) any alteration, modification, or repair by anyone other than POS or its authorized representative, or (3) any accident, misuse, neglect, or negligence after delivery by POS. The warranty shall not apply to any article to the extent that the defect or non -conformity is attributable to any part not supplied by or approved by POS. (h) POS's obligations under these warranties are conditioned on Buyer's obligation to maintain records which will accurately reflect maintenance performed on POS's equipment and establish the nature of any unsatisfactory condition of POS's equipment. POS, at its request, shall be given access to such records for substantiating warranty claims. (i) Except as set forth in paragraph (b), parts or components not manufactured by POS shall be in accordance with the standard warranty provisions of the manufacturer or supplier thereof, which warranty constitutes the sole obligation of POS and the sole remedy of Buyer. (j) No warranty is given with respect to articles or parts not overhauled or replaced by POS. Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 AA�� A ::111111m PINNACLE OZONE SOLUTJONS, LLC (k) ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, SUCH AS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED AND DISCLAIMED TO THE EXTENT THEY EXCEED THE WARRANTIES GRANTED HEREIN. THIS WARRANTY COMPRISES POS'S ENTIRE LIABILITY IN RELATION TO ANY FAILURE OR DEFECT TO THE EXCLUSION OF ALL OTHER LIABILITY IN TORT (WHETHER FOR NEGLIGENCE OR OTHERWISE) OR IN CONTRACT. IN NO EVENT SHALL POS BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. (1) No agreement extending this warranty shall be binding upon POS, unless in writing and signed by POS's duly authorized officer or representative. (m) The above warranty is the only warranty given unless other warranties are attached and thereby made a part hereof. 5. LIMITATION OF LIABILITY. POS's, liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this order, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any article covered by or furnished under this order shall in no case exceed the price applicable to the article or part thereof which gives rise to the claim. In no event shall POS be liable for special or consequential damages. Except as herein expressly provided to the contrary, the provisions of this order are for the benefit of the parties in the order and not for the benefit of any other person. 6. Limitation of liability. Notwithstanding anything else to the contrary, seller shall not be liable for any consequential, incidental, special, punitive or other indirect damages, and seller's total liability arising at any time from the sale or use of the equipment shall not exceed the purchase price paid for the equipment. These limitations apply whether the liability is based on contract, tort, strict liability or any other theory. 7. Cancellation. If you cancel or suspend your Order for any reason other than POS's breach, you shall immediately pay POS for work performed prior to cancellation or suspension and any other direct costs incurred by POS as a result of such cancellation or suspension. 8. Changes. POS shall not implement any changes in the scope of work described in POS's Documentation unless you and POS agree in writing to the details of the change and any resulting price, schedule or other contractual modifications. This includes any changes necessitated by a change in applicable law occurring after the effective date of any contract including these terms. Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC 9. Liens & Insurance. Title to the Equipment and risk of loss shall pass to you at the time the Equipment is delivered to the carrier for shipment, or when delivered to the location specified by you, whichever comes first. Prior to full payment of the purchase price, you shall not permit any lien, encumbrance or security interest to attach to the Equipment or be levied upon the Equipment under legal process or dispose of the Equipment or permit anything to be done that may impair the value of the Equipment. You shall insure the Equipment against risk of loss or damage by fire, including extended coverage, theft and such other casualties, in an amount equal to full replacement value. 10. Default & Remedies. Any of the following events will constitute an event of default under this Order: (a) your failure to pay any amount when due; (b) your failure to perform any covenant or obligation in this Order; (c) your giving any untrue or misleading representation or warranty or furnishing any untrue or misleading financial information; (d) your refusal to accept delivery of all or a portion of the Equipment, or rejection of all or a portion of the Equipment upon delivery; (e) your business failure, or failure or inability to pay debts in the ordinary course or as they become due, or insolvency within the meaning of the federal bankruptcy laws or state insolvency laws or otherwise; (f) the commission of any act of bankruptcy, assignment forthe benefit of creditors, composition of creditors or commencement of any proceedings, whether voluntary or involuntary, under any federal or state bankruptcy, reorganization or insolvency laws; or (g) the attachment or garnishment of, or levy or execution upon, your assets, property, business or income, or the appointment of a receiver or trustee of or for any part of your assets, property or business. Upon the occurrence of any event of default, POS shall have all the rights and remedies available under the Florida Uniform Commercial Code or other applicable law and all rights provided in this agreement, all of which shall be cumulative. Without limiting the generality of the foregoing, upon the occurrence of any such event of default, POS shall have the right not to continue to perform service activities as described in this Order. 11. Indemnity. You shall pay, hold harmless, indemnify and defend POS from and against any loss, liability, claims, suits and costs caused by, arising out of, or relating to any damage to property or injury or death of persons arising out of the unloading, storage, application, handling, use, disposal or service of the Equipment by POS or its Representative or affiliates except for that portion of damages attributable to the negligence of POS or its Representative or affiliate. Your indemnity obligation will survive the expiration, termination or cancellation of this Order. 12. Force Majeure. Under no circumstances shall either party be liable for any breach (except for breach of payment obligations) caused by extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or civil Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC disturbance, delay of carriers, failure of normal sources of supply, act of government or any other cause beyond such party's reasonable control. 13. General Provisions. All notices, requests, demands and other communications under this Order shall be in writing and shall be deemed duly given (a) if transmitted by facsimile, upon telephone confirmation of receipt of the transmission, (b) if sent by overnight courier, one business day after delivery to said courier, or (c) if mailed by first- class mail, postage prepaid, three business days after mailing, to you at the address on this Order and to POS, Attn.: General Counsel, 2971-A Oxbow Circle Cocoa, FL 32926 or such other address designated in writing from time to time. No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Agreement. If any of these terms is unenforceable, such term shall be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. You may not assign or permit any other transfer of the Agreement without POS's prior written consent. This Order shall be governed by and construed in accordance with the laws of Florida. 14. Taxes.- The amount of Federal, State or local taxes applicable to the sale, use or transportaion of the articles sold or the work performed hereunder and all duties, imposts, tariffs, or other similar levies shall be added to the prices and paid by the Buyer, except where the Buyer shall furnish an appropriate certificate of exemption there from. Buyer indemnifies and holds POS harmless from the payment or imposition of any tax imposed on any articles sold or used hereunder, or for any work performed hereunder under the provisions of any State Sale or Use Tax Act plus penalties or interest or attorney's fees connected with the imposition of any such sales or use tax in connection with the articles sold or sued or the work performed hereunder. 15. Export. If any article sold hereunder is for export, Buyer shall be responsible for arranging for transportation, insurance and compliance with local country export/import or re-export laws and clearances. 16. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. To the extent permitted by applicable law each party hereby waives any provision of law which renders any provisions hereof prohibited or unenforceable in any respect. 17. Applicable Law. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The parties hereto agree that any litigation arising out of this Agreement shall be in the State of Florida. Any legal action by Buyer for breach must be commenced within one Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 Alto', 1 1 11' PINNACLE OZONE SOLUTIONS, LLC (1) year from the date of the breach. Buyer agrees to pay all costs and expenses, including reasonable attorney's fees incurred by POS in any action to enforce its rights hereunder. The United Nations Convention on the Contracts for International Sale of Goods, 1980, and any amendment or successor thereto is expressly excluded from this Agreement. 18. Waiver. Failure by POS to assert all or any part of its rights upon any breach of this agreement shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach nor shall any waiver be implied from the acceptance of any payment or service. No written waiver of any right shall extend to or affect any other right POS may possess nor shall such written waiver extend to any subsequent similar or dissimilar breach. 19. Estimated Pricing. Estimated pricing is defined to mean an approximate calculation only. The final price may exceed the estimate price. 20. Intellectual Property Rights. POS retains all intellectual property rights in the articles including but not limited to any and all patent, trade secret, trademark or copyright rights. Buyer shall have no such rights by virtue of entering into this Agreement. Specifically, and without limiting the generality of the foregoing, Buyer agrees that it shall not, following its purchase of the articles hereunder, build, manufacture, fabricate or reverse engineer the articles, or sell any item so built, manufactured, fabricated or reverse engineered. 21. U.S. Export Control and Embargo Laws. Buyer shall bear all responsibility for complying with any and all export control and embargo laws and regulations of the United States and shall promptly provide POS with any requested export control documentation, including but not limited to any requested end user information. Buyer hereby certifies that any products, technology, or software disclosed or provided by POS will not be exported, reexported, sold, leased, or transferred in violation of: (a) the U.S. Export Administration Regulations; and (b) applicable U.S. trade and economic sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control. Buyer shall defend, indemnify and hold harmless POS for any Buyer failure to comply with such laws or regulations. 22. Shipment, Title, Risk of Loss.- The articles being sold hereunder shall be delivered to Buyer FOB origin and shall be deemed accepted by Buyer at POS's facility. Buyer shall take title at POS's facility upon acceptance and shall bear all risk of loss from and after that time. 23. Entire Agreement._Upon acceptance of this Agreement by Buyer, the provisions hereof (including the pertinent documents, drawings and specifications applicable hereto) shall constitute the entire Agreement between the parties and supersedes all prior prices, offers, negotiations and agreements relating to the subject matter hereof. Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926 City of Fayetteville, AR Contract for: Repair of Biosolids Facilities from Storm/Wind Damage Vendor: Thermal Process Systems, Inc. Term: Single Project, Referencing Property Insurance Claim# 5630039221 Location: Biosolids Management Site,16464 E Wyman Rd., Fayetteville, AR 72701 This contract executed this 74 day of , 2020, between the City of Fayetteville, Arkansas (City), 113 W Mountain, Fayetteville, Arkansas, 72701 and Thermal Process Systems, Inc. (TPS). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. TPS at its own cost and expense shall furnish all labor, materials, supplies, machinery, equipment, tools, supervision, bonds, insurance, tax permits, and all other accessories and services necessary to complete repairs related to claim number 5630039221, wind/storm damage to the six (6) biosolids solar buildings on or about May 18, 2019 per repair estimate in the amount of $618 319.61 LDS DOLLARS excl. Tax. 2. TPS is aware and understands the repair work associated with the biosolids facility is in reference to a claim filed by the City with its property insurance carrier and agrees: A. To coordinate with the City's insurance carrier for claim information including any supplemental claims that may need to be filed for additional repair work discovered during contracted work. B. To only begin repairs when authorized with a formal Notice to Proceed has been issued by the City. C. To work with the City to revise scope upon the City's finalized claim information with the insurance carrier. The City of Fayetteville shall pay for completion of each project based on prices indicated in TPS' estimate for repairs. Payments will be made after approval and acceptance of work and submission of invoice. Payments will be made approximately 30 days after receipt of invoice. The City reserves the right to withhold retainage in an amount not to exceed state contract limitations. 4. The Contract documents which comprise the contract between the City of Fayetteville and TPS consist of this Contract and the following documents attached hereto, and made a part hereof: A. Aanendix A- Scope of work and estimate for repairs from M B. A eendix B: TCP's Certificate of Insurance 5. These Contract documents constitute the entire agreement between the City of Fayetteville and TPS and may be modified only by a duly executed written instrument signed by the City of Fayetteville and TPS. 6. TPS shall not assign its duties under the terms of this agreement. TPS agrees to hold the City of Fayetteville harmless and indemnify the City of Fayetteville, against any and all claims for property damage, personal injury or death, arising from TPS' performance of this contract. This clause shall not in any form or manner be construed to waive that tort immunity set forth under Arkansas Law. City of Fayetteville, AR Contract for Repair of Biosolids Facilities Page 1 of 3 8. TPS shall furnish a certificate of insurance addressed to the City of Fayetteville, showing bound coverage of the following insurance which shall be maintained throughout the term of the Contract. Any work sublet, the contractor shall require the subcontractor similarly to provide worker's compensation insurance. In case any employee engaged in work on the project under this contract is not protected under Worker's Compensation Insurance, TPS shall provide and shall cause each Subcontractor to provide adequate employer's liability insurance for the protection of such of his employees as are not otherwise protected. The premiums for all insurance required herein shall be paid by TPS. a. Workmen's Compensation: Statutory Amount $1,000,000.00 b. Any Automobile Liability: Combined single limit $1,000,000.00 for each accident c. Property Damage Liability. $150,000,000.00 per occurrence with a $250,000.00 deductible d. Commercial General: Liability- $150,000.00 each occurrence 9. TPS shall furnish proof of licensure as required by all local and state agencies in addition to proof of licensure for any subcontractor associated with this contract. 10. Project Bonding: Performance and payment bonding. After execution of this contract by all parties, TPS shall provide a 100% separate performance and payment bond from a bonding company, licensed to do business in the state of Arkansas, to the City of Fayetteville after being file marked at the Washington County Circuit Clerk's Office. Bonds shall be provided within ten (10) calendar days after contract has been fully executed. All bonds shall be listed with the U.S. Treasury Department listing of approved surety's (T-List) and shall be rated A+ minimum by A. M. Best. 11. Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25-19-101 et. Seq.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this compliance. 12. Changes in scope or price: Changes, modifications, or amendments in scope, price or fees to this contract shall not be allowed without a prior formal contract amendment approved by the Mayor and the Fayetteville City Council in advance of the change in scope, cost or fees. 13. Jurisdiction: Legal jurisdiction to resolve any disputes shall be Washington County, Arkansas with Arkansas law applying to the case. 14. Arbitration/Mediation: The City will not agree to be forced to mediate or arbitrate any dispute. 15. Interest charges for late payments by the City: The City of Fayetteville does NOT agree to any interest or penalty for "untimely' payments. The City will pay all invoices within 30 calendar days of accepted invoice. 16. Lien Waivers: The contractor shall ensure that the City of Fayetteville receives lien waivers from all material suppliers, subcontractors, and sub -subcontractors. TPS shall have each subcontractor and sub -subcontractor and material supplier execute a written receipt evidencing prior to commencement of the work of the subcontractor or material supplier. City of Fayetteville, AR Contract for Repair of Biosolids Facilities Page 2 of 3 WITNESS OUR HANDS THIS DAY OF CITY OF FAYETTEVILLE, AR By: LIONELD JORDAN, MAYOR ATTEST: Kara Paxton, City Clerk Date Signed- City of Fayetteville, AR Contract for Repair of Biosolids Facilities Page 3 of 3 2020. THERM AL PROCE SYSTEMS INC. By: Aft Mr. and L. ressle , Presiden TPS ATTEST (if applicable). Ms. Brittney Fischer Company Secretary 627 E. 110t' Ave. Business Address Crown Point, IN 46307 City, State & Zip Code Date Signed Jzvil Thermal Process Systems REPAIR QUOTATION THERMO-SYSTEM° ACTIVE SOLAR DRYERTM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 11 OT" AVE. I CROWN POINT, IN 46307 10: (219) 663-10341 E: INFO@THERMALPROCESS.COM Tuesday, April 7, 2020 Reference: Thermal Process Systems, Inc. Offering No TPS-P200407 A Client: City of Fayetteville Contract for: Repair of Biosolids Facilities from Storm/Wind Damage Term: Single Project, Referencing Property Insurance Claim# 5630039221 Location: Biosolids Management Site, 16464 E Wyman Rd., Fayetteville, AR 72701 1. Part One: General Thermal Process Systems (TPS) is pleased to provide the following proposal to the City of Fayetteville, AR for the materials and labor for the re -glaze of the existing six (6) gutter connected a -frame Thermo -System® Active Solar DryerTM System (Project), per the correspondence with Thermo -System Product Manager: Mr. Alexander K. Kraemer (AKK). Should this proposal be accepted, TPS will complete the Project in accordance with the terms and conditions of this agreement. 2. Part Two: Materials A -Frame 2.1. Materials to re -glaze the roof only on six (6) existing gutter connected houses 42'0" wide by 204' long each, totaling 51,408 sq. ft. 2.2. New roof glazing to be 8 mm thick clear twin wall no drip polycarbonate. 2.3. Existing roof glazing system is extruded aluminum roof rafters for 8 mm thick structured sheet, spaced on 72" centers. TPS to provide new EPDM gaskets and stainless -steel screws on 9" centers. Existing rafters and caps to be re -used. 2.4. One hundred (100) pcs of new 8 mm thick bar cap w/ pvc gasket installed and punched on 9" centers by 288" long each. 2.5. Five (5) pcs extruded aluminum rafters by 288" long each. 2.6. Ten (10) pcs of 8 mm thick end rafter by 264" long each. 2.7. Ten (10) pcs of ridge flashing by 10'0" long each. 2.8. TPS to provide necessary fasteners, panel supports, and sealant. 2.9. Two (2) gable vent top rails, two (2) gable vent bottom rails, and six (6) mullions with caps. 2.10. Four hundred and fifteen (415) pcs of 71%" wide by 276" long 8 mm thick clear twin wall no drip polycarbonate. 2.11. Three (3) pcs of 71'/4" wide by 256" long 8 mm thick clear twin wall no drip polycarbonate. 2.12. Three (3) pcs of 71'/4" wide by 132" long 8 mm thick clear twin wall no drip polycarbonate. Page 1 of 8 Thermal Process Systems REPAIR QUOTATION THERMO-SYSTEM° ACTIVE SOLAR DRYER TM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 11 OT" AVE. I CROWN POINT, IN 46307 1 O: (219) 663-1034 1 E: INFO@THERMALPROCESS.COM 3. Part Three: Gable(s) Not included. 4. Part Four: Sidewall(s) Not included. 5. Part Five Installation/Labor TPS will provide the installation of the Project using sub -contractors, licensed and insured in the State of Arkansas. A COI and a copy of a valid Contractor's License shall be issued to the City upon approval of this Agreement. 5.1. TPS will be responsible to unload the materials from the truck(s) using the City's forklift. 5.2. TPS will provide two (2) scissor lifts for the duration of the Project. 5.3. TPS will erect and install all TPS supplied materials listed in Part Two. 5.3.1. When removing the old panels, the roof bars will be cleaned out, prior to the installation of the new panels. 5.3.2. The sludge and debris will mostly fall into the chamber. Removal of the debris is the responsibility of the City — reference Part Six. 6.5 5.4. TPS' labor is non -union. Should union labor, prevailing wage, or contractor license situations arise and/or exist, TPS will discuss the up charge with the City. Labor rates are construction crew specific based on best available pricing during COVID- 19. Based on availability, TPS reserves the right to postpone installation dates to utilize the specific construction crew intended for the project. 6. Part Six: Exclusions In addition to any other exclusions set forth in this Agreement, the following items are not included in this Agreement: 6.1. Site Preparation, & Special Inspections. 6.2. State Product Approvals & IBC Glazing Codes. 6.3. Engineered Drawings. 6.4. Setting of limits on all vent motors. TPS can assist Customer -hired electrician. 6.5. Dumpsters, disposal of old materials, trash removal, restroom requirements. 6.6. Power, and water supply are the responsibility of the City during project. 6.7. Removal of Biosolids from solar dryer chamber prior to the Project start date. 6.8. Sales Tax — refer to tax exemption. 6.9. Cleaning of the Project. Page 2 of 8 Thermal Process Systems REPAIR QUOTATION THERMO-SYSTEM° ACTIVE SOLAR DRYER TM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 110T" AVE. I CROWN POINT, IN 46307 1 O: (219) 663-10341 E: INFO@THERMALPROCESS.COM 7. Part Seven: Taxes TPS tax certificate is attached. Exemptions are listed. 8. Part Eight: Pricing Pricing for all labor, materials, supplies, machinery, equipment, tools, supervision, bonds, insurance and all other accessories and services necessary to complete repairs related to claim number 5630039221, wind/storm damage to the six (6) biosolids solar buildings on or about May 18, 2019 in the amount of: Total Contract Amount: US$ 618,319.61 Dollars excl. Tax Pricing is only valid for 30 days from Agreement date. Changes, modifications, or amendments in scope, price or fees to this contract shall only be allowed with prior formal contract amendment approved by the City in advance of the change in scope, cost or fees. 9. Part Nine: Payment Terms For the Materials & Labor - Should the contract amount not be paid in full upon the Effective Date, the following payment plan is required: 9.1. An initial payment of 40 % of the contract amount upon the Effective Date. 9.2. A 2nd payment of 50 % of the contract amount prior to shipment. 9.3. A 3rd payment of 10 % of the contract amount upon the roof being covered (less the final payment). 9.4. A final payment of US $10,000 due upon Substantial Completion. Once the City has approval and acceptance of work, the City shall make payments approximately 30 days after receipt of invoice. The City reserves the right to withhold retainage in an amount noted in 9.4, not to exceed state contract limitations. It is understood that the City will pay all invoices within 30 calendar days of accepted invoice. Although the City of Fayetteville does NOT agree to any interest or penalty for "untimely" payments, if full payment has not been received within 12 months of the Effective Date, the balance of the project can and will be subject to price adjustments due to changes in material costs, labor costs, freight costs or material storage. Any charges above the original contract amount shall be invoiced as the costs are incurred by TPS, and as materials are shipped, if such charges include a change in the materials for the Project. The City agrees that all such invoices shall be paid in full no later than thirty (30) days from date of invoice. Page 3 of 8 Thermal Process Systems REPAIR QUOTATION THERMO-SYSTEM° ACTIVE SOLAR DRYERTM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 1JOT" AVE. I CROWN POINT, IN 46307 1 O: (219) 663-10341 E: INFO@THERMALPROCESS.COM 10. Part Ten: Freight & Delivery Unless specified to the contrary, all prices quoted are F.O.B., F.C.A., source based on the respective method of delivery. Delivery of products will be made by a carrier selected by TPS, either by a single delivery or delivery in lots. Title and risk of loss arising from any cause pass to the City upon delivery to a carrier consigned to the City. TPS shall be responsible for the unloading of products consigned to the City. Specifically, trucks and containers have a two (2) hour timeframe to be unloaded from arrival. If the unloading takes longer than 2 hours, no additional costs & fees are to be charge to the City. Times of delivery & construction, when given, are estimated, but are not guaranteed. TPS shall not be liable to compensate the City for damages resulting from delays in shipment, delivery, or erection. In the event of any delay in delivery due to a Force Majeure Event, the City agrees either to accept delivery at such time as delivery can be effected, or, at its option, to compensate TPS for all costs of production (including, but not limited to costs of materials, labor, and overhead) incurred up to the time TPS receives written notice of City's desire to have production of the order stopped. 10.1. TPS is responsible for unloading Project materials & equipment shipped to the job site. The City shall provide a forklift. 10.2. In order to lower overall transportation costs, TPS shall arrange to have the materials shipped directly from the manufacturer to the Project Site. 10.3. Once the delivery company has accepted the material, TPS is responsible if there is any damage or loss. 10.4. Once the materials are accepted the City shall take on the responsibility of: 10.4.1. proper storing, 10.4.2. any damage and/or loss. 11. Part Eleven: Duration of Proposal & Confirmation Unless specified to the contrary, all prices stated in this proposal shall be valid for thirty (30) days from the date of the proposal, unless the proposal first is rescinded by TPS. If this proposal is signed by the City, such signed proposal shall be considered a Counteroffer to TPS and is not a binding agreement. TPS may then review the terms and conditions of the Counteroffer and decide, whether to accept the Counteroffer and thus enter into a binding contract. If TPS chooses not to accept the Counteroffer no contract has been formed. If TPS does accept the Counteroffer by signing below, the Counteroffer will be deemed accepted by TPS and shall become a binding legal contract. Page 4 of 8 Thermal Process Systems REPAIR QUOTATION THERMO-SYSTEM° ACTIVE SOLAR DRYER TM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 11 OT" AVE. I CROWN POINT, IN 46307 i O: (219) 663-1034 1 E: INFO@THERMALPROCESS.COM 12. Part Twelve: Cancellation 13 14 Orders for material or equipment cannot be cancelled after acceptance, either in whole or in part, nor is material returnable for credit or otherwise. Part Thirteen: Period of Limitations ANY CLAIM AGAINST TPS/SUBCONTRACTORS FOR ALLEGED BREACH OF ANY ASPECT OF THIS AGREEMENT AND ANY OTHER CLAIM REGARDING THE REPAIR OF THE PROJECT (INCLUDING WITHOUT LIMITATION ALL CLAIMS IN TORT OR OTHERWISE) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE PROJECT IS SUBSTANTIALLY COMPLETED (AS DEFINED BELOW). ANY CLAIM NOT BROUGHT WITHIN SAID ONE (1) YEAR PERIOD SHALL BE FOREVER WAIVED AND BARRED. Part Fourteen: Entire Agreement This Agreement constitutes the entire agreement of TIPS and the City. This Agreement supersedes any and all prior understandings and promises, written or oral, between TPS and the City. 15. Part Fifteen: Dispute Resolution 16 The parties agree that any and all disputes regarding this Agreement or the Project, brought in contract, tort, or otherwise, shall be determined and resolved solely and exclusively through one of the following two processes as designated at the time of the dispute by TPS in its sole, unfettered discretion: (1) litigation in a state or federal court located in Washington County, Arkansas with Arkansas law applying to the case., in which a judge and not a jury is the decider of all factual issues; or (2) arbitration in Washington County, Arkansas, in accordance with the then -existing rules of the American Arbitration Association. IF LITIGATION IS SELECTED BY TPS, THE CITY IRREVOCABLY AGREES TO A WAIVER OF ANY RIGHT TO A JURY. For the litigation option, the City irrevocably agrees and submits to personal jurisdiction in any state or federal court located in Washington County, Arkansas. For the arbitration option, judgment upon an award in arbitration shall be binding, and shall be entered in the Washington County, Arkansas Court or any other court of competent jurisdiction. As to both options, if TPS prevails in such litigation or arbitration, then the City shall pay all reasonable attorneys' fees and costs in connection therewith. Nothing herein contained shall bar the right of either party to obtain injunctive relief against threatened conduct that will cause loss or damages under the usual equity rules, including the applicable rules for obtaining preliminary injunctions, provided an appropriate bond against damages be provided. Part Sixteen: Miscellaneous Provisions By signing this agreement, the City agrees that it will use the structure and systems for only purposes that comply with the law, and warrant that they have all the appropriate and necessary, up to date, licenses and governmental approvals to so use the structure and systems, and will maintain those licenses or approvals. This Agreement shall be interpreted, construed, and enforced only under the laws of the State of Arkansas. The Parties further agree that any claims of Page 5 of 8 Thermal Process Systems REPAIR QUOTATION THERMO-SYSTEM° ACTIVE SOLAR DRYERTM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 11 V AVE. I CROWN POINT, IN 46307 1 O: (219) 663-10341 E: INFO@THERMALPROCESS.COM the City brought in law or equity, based on any theory of recovery (including without limitation warranty, tort, or otherwise), relating to the work performed under or ancillary to this Agreement or in any way in relationship to the services provided under this Agreement are and shall be governed solely by Arkansas law. This agreement shall be binding and inure to the benefit of the parties, their personal and legal representatives, their heirs and beneficiaries, and their assigns and successors -in -interest. The City may not assign this agreement without the prior written consent of TPS. In the event any provision hereof is found invalid or unenforceable according to its terms, such provision shall be enforced or severed to the extent possible without affecting the remainder of the Agreement. This letter is a proposal that, when executed by all parties subject to the above terms, will become the Agreement ("Agreement") entered into by Thermal Process Systems, Inc. ("TPS") and the City of Fayetteville ("the City"). This Agreement is effective (the "Effective Date") as of the date of TPS' signed acceptance of the City's signed proposal (the "Counter -Offer"), subject to TPS' acceptance of the City's credit application. Once fully signed, TPS will complete the Project in accordance with the terms and conditions of this Agreement and the City will be strictly bound by all the terms and conditions of this Agreement. 17. Part Seventeen: Warranty & Limitation on Liability TPS warrants that its products will be free from material defects for a period of one (1) year after the date the Project is Substantially Completed. This warranty shall not be extended beyond its original twelve-month term for any reason. Installation and operation of the goods or products in any manner other than that recommended in TPS' specifications or any other written communications shall void this warranty granted by TPS. This warranty shall also be rendered void, if the City fails to pay for the goods and/or service according to the payment terms hereunder or does not follow the recommended maintenance and/or construction procedures. If the City fails to provide written notice to TPS within the earlier of: (a) 30 days after the defect is first discovered or should have been discovered, or (b) one year after the Project is Substantially Completed, TPS shall not be obligated to honor the warranty claim. TPS makes no warranties as to items and components furnished and warranted by others or as to any item, which is furnished by TPS and altered, damaged or misused by others or by inclement weather, flooding, or other casualty. The City agrees that its sole recourse as to items and components supplied by others is to make a claim against the manufacturer of such products under that manufacturer's warranty, if any. The City shall have no claim against TPS for such product defect failures or otherwise in connection with such products. Attachment with wirelock, polylock, springlock &/or extrusions are not guaranteed to mechanically hold polyethylene or cladding, any failure associated with a polyethylene or cladded roof or vent with this method or similar method of attachment is not warrantied. Page 6of8 REPAIR QUOTATION THERMO-SYSTEM° Thermal Process Systems ACTIVE SOLAR DRYERTM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 1JOT" AVE. I CROWN POINT, IN 46307 1 O: (219) 663-1034 1 E: INFO@THERMALPROCESS.COM In the event of a claimed defect in any material or workmanship furnished by TPS, which is covered by the warranty provided above, the City agrees to promptly (and in no event later than 30 days after the defect is first discovered or should have been discovered) notify TPS in writing of the claimed defect. If such defect is covered by the warranty provided in the first bullet of this section (as determined by TPS in its sole discretion), TPS, at its option, will either repair or replace the defect and TPS' liability under the warranty is strictly limited to such repair or replacement without charge during the warranty period. If inspection, replacement, or repair is made at the City's premises, the City shall pay all labor, transportation, and lodging expenses. TPS reserves the right to inspect all materials and workmanship alleged to be defective or in non- conformance, and the City agrees to hold and protect all products or materials for which the City has given notice as stated above until the City is instructed to do otherwise by the City. While such products or materials are in the City's possession, the City shall not alter such products or materials and the City shall be liable for all alterations or damages to products or materials. Waiver of Subrogation —the City specifically and irrevocably waives all rights and actions against TPS/Subcontractors for any of Customer's damages caused in whole or in part by the Project or by TPS/Subcontractors' alleged commission of a tort or breach of this Agreement, to the full extent such damages are covered by property insurance or any other insurance. This irrevocable waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. Page 7 of 8 REPAIR QUOTATION THERMO-SYSTEM° Thermal Process Systems ACTIVE SOLAR DRYER TM THERMO-SYSTEM THERMAL PROCESS SYSTEMS, INC. 1 627 EAST 110T" AVE. I CROWN POINT, IN 46307 1 0: (219) 663-1034 1 E: INFO@THERMALPROCESS.COM 18. Signatures On behalf of the City of Fayetteville, AR, I accept this Agreement and agree to the terms and conditions of sale as stated on the preceding pages: Attest: ta Mr. Lioneld Jordan Mayor X Ms. Kara Paxton City Clerk Date: April 8, 2020 Date: April 8, 2020 On behalf of Thermal Process Systems, Inc., I accept this Agreement and agree to the terms and conditions of sale as stated on the preceding pages: X Mr. Richard Pressley President of TPS Date: April 8, 2020 Thank you for your order. When we have received all the following paperwork, we will be able to initiate the production of your order. 1. Signed Contract 2. Down Payment (corresponding to the terms of the contract) Page 8 of 8 - Request for Taxpayer Give Form to the =orm Identification Number and Certification requester. Do not Rev. November 201-1) ?apartmmn o} T" Trrraw ry send to the IRS. »Iwfwl itvanue spruce ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name fas shown on your income tax return). Name is required on;, i; i1 . • i Thermal Process Systems Inc 2 Business name/diso)garded entity name, if different from above c'3 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to rn following seven boxes. certain entities, not Individuals; see a o ❑ Individual/sole proprietor or ❑/ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate instructions on page 3): w single -member LLC Exempt payee code (if any) ai e ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► p Note: Check the appropriate box in the tine above foe the tax dassirfcation of the single -member owner. Do not check Exemption from FATCA reporting Co LLC if the LLC Is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is LLC code (If any L 5 another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member that 0- Is disregarded from the owner should check the appropriate box for the lax classification of its owner. Other (see instructions) ► (Appibs fo ersaunfs —I.—d—fsid0he US) a in 5 Address Dumber, street, and apt. or suite no.) See Instr Duns. Requafsfer's name and address (g3ti nall 627 East 110th Ave 8 City, state, and 7JP code Crown Point, IN 46307 7 List account fxrmborfsi Isere (optional) IMn Taxpayer Identification Number [TIN) Enter your TIN In the appropriate box. The 'FIN provided must match the name given an line 1 to avoid Social security number backup withholding. For individuals, this Is generally your social security number (SSN). Howrr, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later, For other ~ m —� wnfitiAc it is vnf,r emnlnver identification number (FINI. If you do not have a number. see How to pet a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer iderttlification number Number To Give the Requester for guidelines on whose number to enter. 8 4— 2 1 2 J 7 1 7 1 1 2 3 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waking for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a Failure to report all interest or dividends, or (c) the IRS has notfled me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, r=icvlialien of debt, contributions to an indi dual retirement arrangement (IRA), and generally, payments other than interest and dividends, you a[e not roylred4 sign the ct�ilicatfwl, L1 it you must provide your correct TIN. See the instructions for Part II, later. / A i �J A Sign 1 Signature of Here I U.S. person ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an Information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (Interest earned or paid) Date► 7/11/2019 • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1096-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 11-2017) Form ST-105 Indiana Department of Revenue State 4e065 General Sales Tax Exemption Certificate Indiana registered retail merchants and businesses located outside Indiana may use this certificate. The claimed exemption must be allowed by Indiana code. Exemption statutes of other states are not valid for purchases from Indiana vendors. This exemption certificate can not be issued for the purchase of Utilities, Vehicles, Watercraft, or Aircraft. Purchaser must be registered with the Department of Revenue or the appropriate taxing authority of the purchaser's state of residence. Sales tax must be charged unless AU information in each section is fully completed by the purchaser. Purchasers not able to provide all required information must pay the tax and may file a claim for refund (Form GA-110L) directly with the Department of Revenue. A valid certificate also serves as an exemption certificate for (1) county innkeeper's tax and (2) local food and beverage tax. Name of Purchaser: Thermal Process Svstems Inc s. Business Address: 627 E 110th Ave City: Crown Point State: IN ZIP Code: 46307 Purchaser must provide minimum of one ID number below.' c a Provide your Indiana Registered Retail Merchant's Certificate TID and LOC Number as shown on your Certificate. eo TID Number (10 digits): 0167304801 - LOC Number (3 digits) 001 a If not registered with the Indiana DOR, provide your State Tax ID Number from another State H `See instructions on the reverse side if you do not have either number. State ID Number: _ _ - State of Issue: N o Is this a n blanket purchase exemption request or a r single purchase exemption request? (check one) WO m Description of items to be purchased Equipment to Treat Wastewater - Biosolids Reduction -OEM Purchaser must indicate the type of exemption being claimed for this purchase. (check one or explain) E Sales to a retailer, wholesaler, or manufacturer for resale only. r Sale of manufacturing machinery, tools, and equipment to be used directly in direct production. L Sales to nonprofit organizations claiming exemption pursuant to Sales Tax Information Bulletin #10. (May not be used for personal hotel rooms and meals.) E Sales of tangible pin scmal property predominately used (greater then 50 percent) in providing public transportation - provide USDOT Number. A person or corporation who is hauling under someone else's motor carrier authority, or has a contract as a school bus operator, must provide their SSN or FID Number in lieu of a State ID Number in Section 1. USDOT Number: L Sales to persons, occupationally engaged as farmers, to be used directly in production of agricultural products for sale. Note: A farmer not possessing a State Business License Number may enter a FID Number or a SSN in lieu of a State ID Number in Section 1. L Sales to a contractor for exempt projects (such as public schools, government, or nonprofits). E Sales to Indiana Governmental Units (agencies, cities, towns, municipalities, public schools, and state universities). r Sales to the United States Federal Government - show agency name - Note: Note: A U.S. Government agency should enter its Federal Identification Number (FID) in Section 1 in lieu of a State ID Number. L Other -explain. I hereby certify under the penalties of perjury that the property purchased by the use of this exemption certificate is to be used for an exempt purpose pursuant to the State Gross Retail Sales Tax Act, Indiana Code 6-2.5, and the item purchased is not a utility, vehicle, watercraft, or aircraft. c o I confirm my understanding that misuse, (eithernegirgent or intentional), and/or fraudulent use of this certificate may subject both me personally and/or the business !eppty.171fe to the in sition o tax, interest, and civil and/or criminal penalties. Signature of Purchaser: Date Printed Name: Richard L Pressl Title: President The Indiana Department of Revenue may request verification of registration in another state if you are an out-of-state purchaser Seller must keep this certificate on file to support exempt sales. i - License No. 0359670520 1 State of Arkansas Commercial Contractors Licensing Board ROUGH BROTHERS INC. 5513 VINE ST CINCINNATI, OH 45217 i This is to Certify That ROUGH BROTHERS INC. ID #4281 is duly licensed under the provisions of Ark. Code Ann. § 17-25-101 et. seq. as amended and is entitled to practice Contracting in the State of Arkansas within the following classifications/specialties: BUILDING - (COMMERCIAL & RESIDENTIAL) This contractor has an unlimited suggested bid limit. from May 31, 2019 until May 31, 2020 When this Certificate expires. Witness our hands of the Board dated at North Little Rock, Arkansas: i`41�11 /A CHAIRMAN SECRETARY May 31, 2019 - srg �!coRa� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER {:DN PACT MARSH USA, INC. NAME' SHERIDAN MEADOWS CORPORATE PARK NORTH {A.rCO,NNo, Ext): _ (A C No]! 6500 SHERIDAN DRIVE, SUITE 114 E-MAIL WILLIAMSVILLE, NY 14221 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # CN102488395-ROUGH-GAWUP-19- INSURER A: Arch Insurance Company 11150 INSURED ROUGH BROTHERS, INC. INSURER B : Allianz Global Risks US Insurance Company 35300 5513 VINE STREET INSURER C : Arch Indemnity Insurance Company 30830 CINCINNATI. OH 45217-1049 INSURER D : Zurich American Ins. Co 16535 INSURER E : INSURER F : I COVERAGES CERTIFICATE NLIMRFR! NYC-009678139-14 RFVLSInKI NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED- NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS- INTRR TYPE OF INSURANCE I i S j POLICYNUMBER MMIDD cy EPF MMIO�DF�Y� LIMITS A X COMMERCIAL GENERAL LIABILITY : CLAIMS -MADE � OCCUR 11GPP0510105 04/01/2019 04101/2020 EACH OCCURRENCE $ 1,500,000 DAMAGE TO RENTED PREMISES Ea becurrancg $ 1,500,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1.500,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY1:1 28T 7� LOG PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER- A A AUTOMOBILE _ X LIABILITY ANY AUTO 11 CAB4996505 (ADS) 11CAB4996605 (MA) 04/01/2019 04/01/2019 04101/2020 M 01/2020 COM81NEDSINGLELIM17 $ 1,000,000 J,Ea acotdang - BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS 'Self Insured for Physical Damage' ( BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ X UMBRELLALIAB X OCCUR USL00042519 04/01/2019 04/01/2020 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION s25,000 $ A C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑N (Mandatory in NH) NIA 11WC14996205(ADS) 1 1 NYCATX 14WC14996305 ,, ( ) 04/01/2019 U4101120 00 04/01/2020 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Property PPRO113710-04 04/01/2019 04101/2020 Per "Occurrence" Limit 150.000,000 Other deductibles may apply per policy terms and conditions. Deductible 250,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Rough Brothers Inc. 5513 Vine Street Cincinnati, OH 45217 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Annette Borodzik (fix) f'A_ —12jplp�� ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD M5000 Chestnut Avenue ' Newport News, Virginia 23605 Bring Company, Inc. Tel: 757-247-6000 Fax: 757-247-6300 City of Fayetteville April 07, 2020 113 West Mountain Street Fayetteville, AR 72701 Contact: Jacobs Engineering David Dajani (479)443-3292 Subject: Quotation for Waste Treatment Plant Item Qty Description Price each Availability 1. 1 S1 BC 1200 FL C5 $18,252.80 4 days ARO S 1 series, bearing -cartridge with seals, 12 inch bore, floating (FL) type, C5 clearance for high heat application 2. 1 S 1 BC 1200 HD C5 $18,252.80 4 days ARO S 1 series, bearing -cartridge with seals, 12 inch bore, held (HD) type, C5 clearance for high heat application The above quotation is in U.S. currency, based upon the quantity shown, and is good for 30 days from this date. Should the above quantities change, a new quotation should be obtained. Pricing is based on F.O.B. our facilities in Newport News, VA. Thank you for the opportunity to quote your requirements. Feel free to contact Craft Bearing Company at any time should you have any questions or we may be of further assistance in any way. We look forward to hearing from you. Regards, Bob Kerwin Technical Sales Manager Craft Bearing Company, Inc. E-mail: BKerwin@craftbearing.com Cell: (757) 869-0823 Web site: www.craftbearing.com C IF Z AM IF-m- M r Bezar:rrq Compainy, l.tic_ Split Roller Bearings Made in the USA Confidentiality Statement: Information contained in this communication, including any attachments, are intended for the person or entity to which this letter is addressed and may contain confidential, proprietary, or otherwise privileged material. Review, re -transmission, dissemination, or other use of, or taking action on reliance upon this information by other than the intended recipient is prohibited. In the event you are not the intended recipient of this e-mail, kindly inform the sender and remove the information from your computer. all PINNACLE OZONE SOLUTIONS, LLC 2971-A Oxbow Circle Cocoa, FL 32926 Ph:321-631-4580 x302 Fx: 321-631-4517 Contact: Chuck Smith Quote -To ---------------------------------------------------------------------------------------------------------------------------------- Jacobs Engineering, Inc. Reference ------------------------------- ------------------------- Pinnacle Ozone Quote#: 031220-CES-01 1400 N Foxhunter Road Quote Date: 3/12/20 Fayetteville, AR 72756 Attn: Mr. Austin Ransfield Phone: 079)387-5968 email: austin.ramsfield@ acobs.com Qty P/N Descti tion Deliver Price each Extended 12 Gen II QuadBlocks Clean and Refurbish QuadBlock Entire Process: 8 weeks $2,450.00 $29,400.00 2 Labor and Travel Expenses for installing 12 Quads $4,950.00 $9,900.00 Note: Trip #1 was to remove the 12 QuadBlocks and ship to PTI. Trip #2 is to install the refurbished 12 QuadBlocks Total USD $39,300.00 Notes and Comments Pricing good until 5/30/20. Payment Terms: Net 30 upon shipment of QuadBlocks to Jacobs FOB: All Shipping Charges Included in Quotation Customer is responsible for all Customs Broker Fees, Duties and Sales Tax if applicable