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WASHOE COUNTY"Dedicated To Excellence in Public Seruice"

www.washoecounty.us

SrAFF RnponrBOARD MEETING DATE: November 15,2016

CM/ACMFinance

DARisk Mgt.

HRComptroller

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<ttM-N/A(k

DATE:

TO:

FROM:

October 2I,2016

Board of County Commissioners

Lydia Peri, Environmental Engineer II, Engineering & Capital Projects,Community S ervices Department, 9 5 4 -4 626, lperi@washo ecounty. us

THROUGH: Dwayne Smith, P.E., Division Director, Engineering & Capital Projects,Community S ervices Department, 328 -2043, desmith@washo ecounty. us

SUBJECT: Recommendation to approve an Agreement for Professional ConsultingServices between Washoe County and Parkson Corporation to provideengineering design and construction management services for the SouthTruckee Meadows Water Reclamation Facility EcoWash Filter Upgrades

[$493,560.00]. (Commission District 2.)

SUMMARY

The Community Services Department (CSD) is requesting approval of a professional

services agreement with Parkson Corporation (Parkson) to provide engineering designand construction management services for the South Truckee Meadows WaterReclamation Facility EcoWash Filter Upgrades Project.

Existing tertiary sand filters at the South Truckee Meadows Water Reclamation Facility(STMWRF) remove suspended solids and particulate matter from secondary effluent inorder to provide high quality effluent to Washoe County reclaimed water customers.

These filters are continuously backwashed to remove particles caught during the filtrationprocess. This contract supports the specialized engineering designtasks to address the

following project elements: replacement of existing filter media, and a complete upgrade

of the existing filter backwash system. The proposed EcoWash system upgrade allowsfilters to backwash intermittently, rather than continuously. EcoWash is a proven,

effective retrofit that will decrease the amount of backwash water, increase treatmentefficiency, reduce energy costs and will continue to deliver an effluent quality that willsatisfy Class A permit requirements. Existing sand media has been in operation longer

than its expected lifetime and has failed recent uniform coefficient tests; therefore, thecurrent media needs to be replaced tq ensure filters are operated at their full potential.

Previous engineering work with Carollo Engineers Inc., (Carollo) established the basis ofdesign and preliminary design phases. This contract phase includes fees for design work,construction management, and engineering services necessary during the constructionphase.

AGENDA ITEM #_b

Washoe County Commission Meeting of November lS,2016Page 2 of3

PREVIOUS ACTIONOn March l0,20l5,the Board of County Commissioners approved an agreement forconsulting engineering services with Carollo in the amount of $340,438 for the SouthTruckee Meadows Water Reclamation Facitity (STMWRF) 2015 Facility plan UpdateProject. This facility plan document created the framework to plan srMWRF,sinfrastructure investment requirements for the next 20-year planning horizon. Acomponent of the facility plan was a technical memorandum to provide a preliminaryanalysis of retrofitting existing filters at STMWRF with EcoWash technology with theintent of decreasing the volume of backwash water.

BACKGROUNDWashoe County owns and operates STMWRF, which provides sewer treatment toapproximately 13,000 homes and businesses within southern Washoe County, includingportions of the City of Reno. The facility was commissioned in 1990 and expanded in2003. Approximately $50 million in infrastructure improvements are planned over thenext several years at STMWRF, which will enhance treatment performance, maintainexisting infrastructure in reliable condition, and provide future wastewater treatmentcapacity.

In January 2016, Washoe County received a facility report prepared by Carollo titled"South Truckee Meadows Reclamation Facility (STMWRF) Facility Plan Update,,(Facility Plan). The Facility Plan provided a comprehensive assessment of cunent designcriteria and made improvement recommendations for the Capital lmprovement Program(CP). The Facility Plan cited several areas within STMWRF needing improvementincluding condition and functionality relating to: filter sand media and the filter backwashprocess. Filter backwash water currently runs continuously at STMWRF and is pumpedbackwards through the filter media to remove any suspended solids caught during thefiltration process. The 2015 Carollo memorandum proposed that the new intermiitentlyrun, rather than continuously run, EcoWash installation would likely reduce generatedbackwash water by 50 percent. The EcoWash system will also allow filters to operate asan enhanced filtration system providing effluent quality that satisfies dischargerequirements while reducing energy consumption.

A Carollo Engineers Inc., site visit in March 2015 recommended that afilter media sieveanalysis be performed to determine the viability of the existing media. In July 2016, filtersand media samples were analyzedby Parkson. Media did not pass on uniformitycoeffrcient tests; therefore, media replacement was deemed necessary to enhance overallfilter performance.

The contract proposed at this time supports the engineering design tasks to address thefollowing project elements: replacement of existing filter media, and acomplete upgradeof existing continuously backwashed filters to intermittently run filters. The contractproposed at this time supports the final engineering design and construction managementtasks.

Washoe County Commission Meeting ofNovember 15,2016Page 3 of3

FISCAL IMPACT

This project was identified and recommended for approval by the Board in the 2016-2017Capital lmprovement Program. Sufficient funds and budget authority exist in Fund 566,project number WR495121, account 781080. Revenues in support of this project areprovided from monthly sewer rate charges.

RECOMMENDATIONIt is recommended that the Board of County Commissioners approve an Agreement forProfessional Consulting Services between Washoe County and Parkson Corporation toprovide engineering design and construction management services for the South TruckeeMeadows Water Reclamation Facility EcoWash Filter Upgrades [$493,560.00].

POSSIBLE MOTIONShould the Board agree with staff s recommendation, a possible motion would be "Moveto approve an Agreement for Professional Consulting Services between Washoe Countyand Parkson Corporation to provide engineering design and construction managementservices for the South Truckee Meadows Water Reclamation Facility EcoWash FilterUpgrades [$493,560.00]."

AGREEMENT F'OR PROT'ESSIONAL CONSULTING SERVICES

THIS AGREEMENT is entered into between Washoe County, a political suMivision oftheState ofNevada ("County') and Parkson Corporation ('Consultant'), collectively (the "Parties").

WITtrIESSETH:

WHEREAS, County desires to engage Consultant to render certain consulting services inSupport of the "South Truckee Meadows Water Reclamation Facility EcoWash Filter UpgradesProject" (the "Projecf'); and

WHEREAS, County requires certain professional services in connection with the Projec! asdescribed in Exhibit "A", Scope of Work (the "services'); and

WHEREAS, Consultant represents that it is duly qualified, ready, willing and able toprovide the Services by virfue of its education, training and experience; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Partiesagree as follows:

ARTICLE 1 - EFFECTryE DATE

The effective date of this Agreement shall be November lO,2016.

CONSULTANT shall begin performance of services as provided herein upon notice toproceed and shall complete all Services identified in Exhibit A, Scope of Work in accordance withthe Standard of Care as set forth in Article 5 herein no later than June 30, 2017, unless thisAgreement is terminated sooner in accordance with its terms.

ARTICLE 2 - SERVICES TO BE PEPJORMED BY CONSI.]LTANT

Consultant agrees to perform and complete all Services identified in Exhibit A, Scope ofWork under this Agreement, and any amendment thereto in accordance with the Standard ofCare as set forth in Article 5 herein. Consultant shall be responsible for the quality, technicalaccuracy, completeness and coordination of all reports, information, specifications and otheritems and services furnished under this Agreement and any amendments hereto. County reservesthe right to inspect, comment on, and request revision o{, all Services identified in Exhibit A andany amendments thereto performed by Consultant prior to acceptance, and Consultant warrantsthat such Services shall be fit and sufficient for the purposes expressed in, or reasonably inferredfrom, this Agreement and any amendments hereto.

Failure to provide major deliverables, including, but not limited to, Services identified inExhibit A, Scope of Work, shall constitute a material breach of this Agreement, unless waived inwriting by the County.

ARTICLE 3 - COMPENSATION

3.1 Comoensation for Services

For Services defined in Section I abovg Consultant's compensation shall be determined ona time and material basis, in accordance with the Fee Schedute described in Exhibit .(8", which isattached hereto and incorporated by reference as part of ttre Agreemen! and shatl not exceed thesum of $493,560. Consultant shall satisfy its obligations hereunder without additional cost or

expense to County during the term of this Agreement other than the heretofore stated compensationand the fee schedule described in Exhibit B. The Fee Schedule may be renegotiated at the end ofone (1) year upon request by either the County or the Consultant. Renegotiated fees are subject toapproval by County's Board of County Commissioners. The actual costs charged for the work byConsultant in accordance with this provision shall be full compensation to Consultant for allServices and duties required by the Scope of Work, including but not limited to: costs of supplies,fa'cilities and equipment; costs of labor and services of employees, consultants and sub-consultantsengaged by Consultant; tavel expenses, telephone charges, typing, duplicating, costs ofinsurance,and all items of general overhead. Consultant shall submit billings on a monthly basis.

3.2 Compensation for Additional Services

If County requests Consultant to perform additional services, other than those required tobe performed under Services identified in Exhibit A, Scope of Work, the cost of such additionalservices shall be determined prior to commencing additional work. All additional services and

amount of payment must be authorized in writing by County prior to commencing any work forsuch services.

3.3 Methodsand Times ofPavment

Consultant shall submit to County monthly progress invoices indicating the number ofhours each employee provided services and other allowed direct expenses. Payment toConsultant for work on the Project shall be made within forty-five (45) days after receipt and

approval of Consultant's invoice, said approval not to be unreasonably withheld. Payment byCounty of invoices or requests for payment shall not constitute acceptance by County of workperformed on the Project by Consultant. No penalty shall be imposed upon the County forpayment(s) received by Consultant after forty-five days.

3.4 Dispute of Work

County shall notify Consultant in writing within thirty (30) days of receipt of the worlg orportion of work, which is not approved. For work, or portions of the work, which are

unapproved, the County and Consultant shall develop a mutually acceptable method to resolve

the dispute within thirty (30) days of receipt by the Consultant of notice from the County. If the

County and Consultant cannot reasonably agree to remedy the dispute of unapproved workwithin the thirty-day period, the work shall be terminated or suspended per Article 12.

ARTICLE 4 . TIME SCTIEDULE FOR COMPLETION

The Services identified in Exhibit A, Scope of Work on the Project shall be diligentlyperformed and be completed no later than June 30, 2017. Consultant shall be granted timeextensions for items within the phases of the Project in writing by County if the time schedules

cannot be met because of delays beyond Consultant's reasonable control, including, but notlimited to, County's failure to furnish information, or to approve or disapprove Consultant's workpromptly. Consultant will provide to County a monthly report including a schedule identifyingprogress or work completed, problems or diffrculties being encountered, work to be initiatedduring the following month and other useful information. This report will be submitted on the

first day of each month and will be in a format suitable for submittal to other interested agencies.

Consultant's failure to submit promptly the monthly progress report may oause delay in payment

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ARTICLE 5 . STANDARD OF CARE

Consultant shall exercise the same degree of care, skill, and diligence in the performanceof the Services as is ordinarily provided under similar circumstances and Consultant shall, at nocost to County, re-perform services which fail to satisfr the foregoing standard of care providedthat Consultant is notified in writing by County of the deficiency within six (6) months ofperformance of the deficient Services. Such re-performed Services may include, but not belimited to, comecting errors and omissions, or any other deficiencies in designs, drawings,specifications and reports. County reserves the right to inspect, comment on, and requestrevision of, all Services performed by Consultant prior to acceptance, and Consultant warrantsthat Services shall be fit and sufficient for the purposes expressed in and intended by thisAgreement and any amendments thereto. Failure to provide Services or re-performed Services inaccordance with the foregoing standard of care shall constitute a material breach of thisAgreement unless waived by the County. Review and approvals by County do not relieveConsultant of its responsibilities under this Article. Except as is otherwise provided for in thisArticle, the re-performance of Services is the Consultant's entire responsibility and the County'sexclusive remedy for Services rendered or to be rendered hereunder, and no additionalwarranties, guarantees or obligations are to be implied.

ARTICLE 6 - LMITATIONS OF RESPONSIBILITY

Consultant shall not be responsible for construction means, methods, techniques,sequences, procedures, or safety precautions and programs in connection with the Project. Inaddition, Consultant shall not be responsible for the failure of any other consultant,subcontractor, vendor, or other project participant to fulfill contractual or other responsibilities toCounty or to comply with federal, state, or local laws, ordinances, regulations, rules, codes,orders, criteri4 or standards. Consultant shall notify County ofany apparent unsafe conditions,methods or procedures that the Consultant may observe at the project site.

ARTTCLE 7. OPINIONS OF COSTAND SCHEDULE

Since Consultant has no control over the cost of labor, materials, equipment or servicesfurnished by others, including over any other consultants', subcontractors', or vendors' methods ofdetermining prices, or over competitive bidding or market conditions, Consultant's cost estimatesshall be made on the basis of qualification and experience.

Since Consultant has no conhol over the resources provided by others to meet contractschedules, Consultant's forecast schedules for completion ofServices shall be established based ongenerally acceptable schedules for and performance standards of similarly situated professionalsqualified and experienced to perform the Services. Consultant cannot and does not guarantee thatproposals, bids or actual project costs will not vary from its cost estimates or that actual scheduleswill not vary from its forecast schedules.

ARTICLE 8 - INDEPENDENT CONTRACTOR

Consultant undertakes performanc€ of the Services as an independent contractor and shallbe wholly responsible for the methods of performance, County shall have no right to supervise themethods used by Consultant. County shall have the right to observe such performance. Consultantshall work closely with County in performing Services under this Agreement.

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ARTICLE 9. PERMITS AND LICENSES

Consultant shall procure the permits, certificates, and licenses necessary to allow Consultant

to perform the Services. Consultant shall not be responsible for procuring permits, certificates, and

licenses required for any construction unless such responsibilities are specifically assigned to

Consultant in Exhibit A" Scope of Services.

ARTICLE 10 - COI.INTY'S RESPONSIBILITY

County shall provide any information authorized by law in its possession that is requested

by Consultant and is necessary to complete the Project. County shall assist Consultant in obtaining

access to public and private lands so Consultant can perform the Services. County shall examine all

studies, reports, sketches, estimates, specifications, drawings, proposals, and other documents

presented by Consultant and shall render decisions pertaining thereto within a reasonable time so as

not to delay ttre work of Consultant.

ARTICLE 11 - REUSE OF DOCUMENTS

All documents, including computer files, drawings, specifications, and computer

software, prepared by Consultant pursuant to this Agreement are instruments of service inrespect to the Project. They are not intended or represented to be suitable for reuse by County or

others on extensions of the Project or on any other project. Any reuse without writtenverification or adaptation by Consultant for the specific purpose intended will be at County's sole

risk and without liabitity or legal exposure to Consultant; and County shall indemnify and hold

harmless Consultant against all claims, damages, losses, and expenses including attorneys'fees

arising out of or resulting from such reuse. Any such verification or adaptation will entitle

Consultant to further compensation at rates to be agreed upon by County and Consultant.

Copies of all documents, including reports, computer files, drawings, specifications, and

computer software, prepared by Consultant pursuant to this agreement will be provided to the

County in electronic format accompanied by the appropriate documentation necessary to catalog

them in the context ofthis project.

When transferring data in electronic media format, Consultant makes no representation as

to long term compatibility, usability, or readability of documents resulting from the use ofsoftware application packages, operating systems, or computer hardware differing from those

used by Consultant at the beginning of the Project.

Because the data stored in electronic media format can deteriorate or be modified

inadvertently or otherwise without authorization of the data's creator, the party receiving

electronic frles agrees that it will perform acceptance tests or procedures within 60 days, after

which the receiving party shall be deemed to have accepted the data thus transfered. Any errors

detected within the 60-day acceptance period will be corrected by the party delivering the

electronic files. Consultant shall not be responsible to maintain documents stored in electronic

media format after acceptance by County.

ARTICLE 12 - TERMINATION OR EXTENSION OF CONTRACT

Either Party may terminate this Agreement by written notice to the other Party if the

other Party is in material breach or default of any provision of this Agreement and does not

remedy such breach or default, or provide satisfactory evidence that such default will be

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expeditiously remedied, within thirty (30) days after being given such notice. In the event ofsuch termination, County shall pay Consultant for all Services satisfactorily performed to thedate of termination.

County, in its sole discretion, shall have the right to terminate this Agreement or suspendperformance thereof for County's convenience upon written notice to Consultant, and Consultantshall terminate or suspend performance of services within thirly (30) days on a scheduleacceptable to County. In the event of termination or suspension for County's convenience,County shall pay Consultant for all Services performed in accordance with the terms of thisAgreement.

In the event that the County's governing body fails to appropriate or budget funds for thepurposes specified in this Agreemen! or that the County's governing body has been required, inits sole judgmenl to amend previous appropriations or budgeted amounts to eliminate or reducefunding for the purposes of this Agreemenf this Agreement shall be terminated without penalty,chargg or sanction.

ARTICLE 13 - NONDISCLOSURE OF PROPRIETARY INFORMATION

Consultant shall consider all information provided by County to be proprietary unless suchinformation is available from public sources, was known to Consultant prior to the execution of thisAgreement, was received by Consultant from a third-party source not under any obligation ofconfidentiality to the County, or is required by law or ordered to be disclosed in a regulatory orjudicial proceeding. Consultant shall not publish or disclose proprietary information for anypurpose other than the performance of the Services without the prior written authorization ofCounty or in response to legal process or as required by the regulations of public entities.

ARTICLE 14 -NOTICE

Any noticg demand, or request required by or made pursuant to this Agreement shall bedeemed properly made if personally delivered in writing or deposited in the United States mail,postage prepaid, to the address specified below:

To County:

David Solaro, DirectorWashoe Cognty Community Services1001 East th StreetReno,NV 89512

To Consultant:

Dianne Kaplan, ContractsParkson Corporation1401 W. Cypress Creek Road, Ste. 100Fort Lauderdale, FL 33309

{lltana.aPrAdrninist+ldsp-

Nothing contained in this Article shall be construed to restrict the transmission of routinecommunications between representatives of ConsulAnt and County.

ARTICLE 15 - LINCONTROLLABLE FORCES

Neither County nor Consultant shall be considered to be in default of this Agreement ifdelays in or failure of performance shall be due to uncontrollable forces the effect of which, by theexercise of reasonable diligence, the non-performing party could not avoid and is not reasonablyforeseeable at the time of entering into this Agreement. The term "uncontrollable forces" shallmean any event which results in the prevention or delay of performance by a parfy of its obligations

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under this Agreement and which is beyond the contol of the non-performing party. It includes, but

is not limited to, fire, flood, earthquakes, storms, lightning, epidemic, war, riot civil disturbance,

sabotage, inability to procure permits, licenses, or authorizations from any state, local, or federal

agerLcy or person for any of the supplies, materials, accesses, or services required to be provided byeittrer County or Consultant under this Agreement strikes, work slowdowns or other labor

disturbances, and judicial restraint. Consultant shall be paid for services performed prior to the

delay plus related costs incurred attributable to the delay.

Neither Party shall, however, be excused from performance if nonperformance is due to

uncontollable forces which are removable or remediable nor which the non-performing Party could

havg with reasonable dispatch removed or remedied. The provisions of this Article shall not be

interpreted or construed to require Consultant or County to prevent settle, or otherwise avoid a

strikq work slowdown, or other labor action- The non-performing Party shatl upon being prevented

or delayed from performance by an uncontrollable forcg immediately give written notice to the

other Party describing the circumstances and uncontrollable forces preventing continuedperformance of the obligations of this Agreement.

ARTICLE 15. GOVERNING LAW.VENUE

Nqrada larnr gwerns this Agrenant and all adversarial prooeedings aridng out dthisAgreenent or aridng o.rf of planning or qtsrucfing the Prcject outlitred in Artide2 -Servie to be Performed by Consultant. Venue fa all adversarial proceedings aris'ng otttof this Agleenrent or aridng out d planning or dr$ruding the Proied ofiljned in Artide 2

- Services to be Ferfamed by Cmultant $all be in Sate distrid q,rrt in Wa$e Cq,tty,Nqrada.

ARTICLE 1 7 - MISCELLANEOUS

17.l Nonwaiver

A waiver by either County or Consultant of any breach of this Agreement shall not be

binding upon the waiving Party unless such waiver is in writing. In the event of a written waiver,

such a waiver shall not affect the waiving part/s rights with respect to any other or further breach.

17.2 Swerability

lf any proridon of thisAgnernent is hdd to be unenforeble, then that prwidonis to be con$rued dther by modifying it to the minimum odent neceselry to make itenfaceable or disregarding it. lf an unenforcable proridon is modified or disregardedin accordanoe with this Artide 17, the red d the Agreanent is to rernain in effed asvwitten, and the unenfor@ble proridm is to rqnain as unitten in any circumdanecther than the in ufiidr the proddon is hdd to be unenforceable

17.3 Attorney Fees

The prevailing party in any dispute arising out this Agreement or Consultant's workdescribed in Exhibit A - Scope of Work, is entitled to reasonable costs and attorneys' fees.

ARTICLE 18 . INTEGRATION AND MODIFICATION

This Agreement represents the entire and integrated agreement between the Parties and

supersedes all prior negotiations, representations, or agreements, either written or oral. This

Agreement may be amended only by a written instrument signed by each of the Parties. Unless

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otherwise speoified in writing, if there is any inconsistency between the terms of this Agreementand any other agreement between the Parties, the terms of this Agreement shall contol.

ARTICLE 19. SUCCESSORS ANDASSIGNS

County and Consultant each binds itself and its directors, offrcers, partners, successors,executors, administrators, assigns and legal representalives to the other party to this Agreementand to the partners, successors, executors, administrators, assigns, and legal representatives ofsuch other party, in respect to all covenants, agreements, and obligations of this Agreement.

ARTICLE 20. ASSIGNMENT

Neither County nor Consultant shall assign, sublet, or transfer any rights under or interestin (including, but without limitation, monies that may become due or monies that are due) thisAgreement without the witten consent of the other, except to the extent that the effect of thislimitation may be restricted by law. Unless specifically stated to the contrary in any writtenconsent to an assignment, no assignment will release or discharge the assignor from any duty orresponsibility under this Agreement. Nothing contained in this paragraph shall preventConsultant from employing such independent consultants, associates, and subcontractors, as hemay deem appropriate to assist him in the performance of the Services hereunder.

ARTICLE 2I . THIRD PARTY RIGIITS

Nothing herein shall be construed to give any rights or benefits to anyone other than Countyand Consultant.

ARTICLE 22 - INDEMNIFICATION AND INSURANCE

Washoe County has established specific indemnification and insurance requirements foragreementVcontracts with consulknts, engineers, and architects to help assure that reasonableinsurance coverage is maintained. Indemnification and hold harmless clauses are intended to assurethat consultants accept and are able to pay for the loss or liability related to their activities. Exhibit"C" Insurance Specifications is included by reference. All conditions and requirements identifiedin this exhibit shall be completed prior to the commencement of any work under this Agreement.

ARTICLE 23 - LMITED LIABILITY

County will not waive and intends to assert available defenses and limitations contained inChapter 41 of the Nevada Revised Statues. Conhact liability of both parties shall not be subject topunitive damages. Actual damages for the County's breach of this Agreement shall never exceedthe amount of funds that have been appropriated for payment under this Agreemen! but not yetpaid, forthe fiscal year budget in existence at the time of the breach.

Consultant agrces to indemniff, hold harmless and defend County and the employees,oflicers and agents of County from any liabilities, damages, losses, claims, actions or proceedings,including without limitation, reasonable attorneys' fees and costs, to the extent that such liabilities,damages, losses, claims, actions or proceedings are caused by the negligence, etrors, omissions,recklessness or intentional misconduct of Consultant or the employees or agents of the Consultant(1) in the performance of the contract, or (2) which are, or are not, based upon or arising out of theprofessional services of Consultant, to the full extent allowed by law.

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More specifically and without limitation to the foregoing, in recognition of the limitationsprovided in NRS 338.155, Consultant is not required to defend County and the employees, offioers

and agents of ftre County with respect to ttre liabilities, damages, losses, claims, actions orproceedings caused by the negligence, errors, omissions, recklessness or intentional misconduct ofConsultant or the employees or agents of Consultant which are based upon or arising out of the

professional services of Consultant. However, if Consultant is adjudicated to be liable by a trier offact, the trier of fact shall award reasonable attorney's fees and costs to be paid to the County, as

reimbursement for the attorney's fees and costs incuned by County in defending the action, by

Consultant in an amourt which is proportionate to the liability of Consultant.

ARTICLE 24 - ORGANIZATION'S CERTIFICATION

Consultan! its principals and agents, to the best of its knowledge and belief:a) Are not presently debared, suspended, proposed for debarment, declared ineligible, or

voluntarily excluded from covered transactions by any Federal or state department or agency;

b) Have not within a three year period preceding this Agreement been convicted of or had a

civil judgment rendered against them for commission of fraud or a criminal offense in

connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local)

transaction or contract under a public transaction; violation ofFederal or State antitrust statutes

or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,

making false statcments, or receiving stolen property;c) Are not presently indicted for or otherwise criminally or civilly charged by a government

entity (Federal, State, or local) with commission of any of the offenses enumerated in (ii) above;

d) Have not within a three-year period preceding this Agreement had one or more public

transactions (Federal, State, or local) terminated for cause or default; and

e) Understand that a false statement on this certification may be grounds for rejection or

termination of this Agreement. In addition, under 18 USC Sec. 1001, a false statement may result

in a fine of up to $10,000 or imprisonment for up to 5 years, or both.

IN WTINESS WHEREOF, the parties have executed this Agreement.

V/ASHOE COUNTY:

Dated this _day of

--.2016By

KittyK. Jung,Washoe County Commission

CONSULTANT:

oatea tnis$Jay .f )LbkY 2016

Parkson CorporationAd*+inis+mtr*

Mc^.v\rt-.l1?-r'

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EXHIBIT ''A''

COOM BS. H OP/('NS CA M PA N Y ww w.c @ m b s lro p k i n s, c o m

2855 Milchell Drive, Suile 215 . Walnut Creek, CA 94598 . (925)g4Z-6ZJj t Fax (925) 94Z-6784

September 21,2016

Ms. Lydia PeriWashoe County-NV, South Truckee Meadows WRF

Re: Parkson DynaSand EcoWash System Equipmant

DearLydia:

The Coombs-Hopkins Company is pleased to submit this cost proposal to upgrade your existingParkson DynaSand filtration equipment at the South Truckee Meadows WRF. The Parkson Corporationhas created an upgrade to the DynaSand filter operations known as the EcoWash System. The EcoWashsystem includes proprietary system controls, which are important to the operational efficiency andflexibility of the process. The EcoWash system will allow the DynaSand frlters to operate as an enhancedfiltration system providing effluent quality to satis$ discharge requirements while reducing energyconsumption (and associated cost savings on power usage).

This equipment configuration is in accordance with the existing basin layout already on file withParkson Corp. The specified EcoWash systern will include the following components:

Parkson DynaSand EcoWash System - Complete Upgrade:. Eight(8) Cell Air Control Panels to replace existing;. Replacement of existing air lifts with new air lifu and air hoses;. Thirfy-two(32)DynaSensorassemblies;. Eight(8) pneumatic reject valves;. Two(2) pressure transducers;

' One(l) Cenkal Control Panel (includes basic SCADA communications) with FRP Enclosure.Purchase Price: $ 315,500.00

Parkson DynaSand Filter Media Replacement:

' Qty (570) tons of 1.4 mm ES, sub-angular filter media delivered in SuperSacks (mediainstallation by others);

' Media sample collected and sieve analysis completed by Parkson on June 29,2016. Mediasample failed to meet Parkson's specifications for uniformity coeffrcient outside acceptablerange.

Purchase Price: $ 178,560.00

Lump Sum Price: $ 4931560.00

In addition, note that the Parkson Aftermarket's Group can extend up to a $10,000 credit on thesixteen(16) airlifts thc County alrcady purchased for thc original systcm (equipmcnt purchase cost less a10-0lo restocking fee). Details of the return information were previously conveyed to Mr. Joe Howard byemail dated June 23, 2016.

I appreciate the opportunity to provide equipment information for this project. Please let me knowif you have any questions pertaining to the equipment or pricing attached. I can be reached at (92fl 9a7 -6733 or by email at brian@coombshopkins.com.

Sincerely,

Brian Villacorta, P.8., BCEEThe Coombs-Hopkins Company, Walnut Creek Office - California

EXHIBIT ''A'I

Pur# { c-.1Page I

Lrttlng WJt, ilgtl

QuotationNUMBER:

TO:

DATEI

REF.:

801501602 r.1

Lydia PeriEnvironmental Engineer I I

Washoe County CSD, Engineering andCapitalProjeds1001 E. Ninth Street, Bld AReno, NV89512Email : L.PeI@washoecountv. usPhone: 775-95+4626

September 21,2A16

Project Name:SPB Utilities Truckee MeadowsEcoWash UpgradeProject Location: Reno, NVOriginal Serial#: DSF-150199

Parkson Corporation is pleased to provide this quotation for the following:

ITEM I ONE (1) DYNASAND@ ECOWASH@ SYSTEM UPGRADE - Comptete Upgrade

# Existing Modules: 32# Existing Cells: 8Model: DSF-50 DBTF

1.A Equipment Description:

1. Eight (8) Cell Air Control Panels (CACP) to replace existing Air Control Panels(ACP). Each panelto control 1 Celland 4 Modules.

2. Thirty-two (32) DynaSensor units.3. Thirty-two (32) DynaSensor 50'long cables.4. Thirty-two (32) Dual Chamber 316 stainless steelAirlifts.5. Eight (8) Pneumatic Reject Valves.6. New Reject Piping (installation by ofiers).7. One (1) CentralControl Panel(CCP) with FRP enclosure.8. Panel includes basic SCADA communication and Remote Monitoring capabilities

(for additional plant capabilities and features detailed information is needed forpricing).

9. Two Pressure Transducers.

www.parkson.comtechn ology@parkson.com

PURCHASE PRICE:

All of the above for ............ ........ $315.000.00 USDAll of the above with 570 tons of filter media shipped in 3,000-4,000 pound

F.O.B. Shipping Point, freight included, taxes excluded.VALIDITY:

Purchase Price is valid for thirty (30) calendar days from Quotation date, for shipment ofEquipment within the timetable stated below.

PAYMENT TERMS:

50% down payment with order, 45o/o nat 30 days upon shipment of parts to site, 5% uponrebuild completion, not to exceed 90 days after shipment of parts should rebuild be delayedby other than Parkson.

$4ei!E90.00 usDSuperSacks.......

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SERVICES

Drawinos and lnstallation. ooeration and Maintenance flo&M) Manuals:

. ApprovalDrawings: waived. Certified Drawings: One (1) electronic included. lO&M Manuals: One (1) electronic includedAdditional manuals are available for $75 USD at time of order.

Pa rkson I nstallation and Sta rt-up Assista nce:

Parkson will fumish certified personnel to provide installation of certain components (as noted betow),start-up, and operator training. Services of a locally licensed electician will be required. Dates ofservice to be scheduled upon Buye/s written request.

r INSTALLATION (by Parkson):

o DynaSensor lnstallation (wiring by others)o Pressure Transducer lnstallation (wiring by others)o Replace existing Air Lifts with new Air Lifts and new air hoses

Mechanical Warrantv:

See the attached'Warrantlr Policy for Rebuilt Equipment".

TIMETABLE GUIDELINE:

Shipment Phase: Components shipped within 10-12 weeks following receipt of Purchase Orderin Parkson's office.

lnstallation Phase: Dates of service to be scheduled upon Buye/s written request. Typicallyrequiring a 2-3 week advance notice of desired on site dates. lnstatlation workwill be completed within 2-4 weeks ftom commencement.

Dates are subJect to confirmation upon receipt of written Purchase Order,

TERMS AND CONDITIONS:

Parkson's Standard Conditions of Sale, as stated on the attached, shall apply- Except for theWananty provision.

PATENTS:

The Equipment and/or process quoted herein may operate under one or more U.S. patents. ThePurchase Price includes a one-time royalty payment (if any), which provides the Buyer with immunityto operate the Equipment specified in the Quotation under any applicable patents.

BUYER/OWNER RESPONSI BILIW:

. lnstallation of Pneumatic Reject Valves and new Reject pipingr lsolation valves if required. Dumpster for all old parts. Services of a locally licensed electrician (see below). Cable trays if required

a. Allelectrical connection and interconnecting wiring.o. Replace existing Air Control Panels with (8) new CellAir Control Panels.c. lnstall(1) new Central Control Panel; requirement is 20 Amps at 120V.

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Please retum one s[ned copy of this Quotation, or your Purchase Ordel to Pakson Corporation atthe address below. Referto this ard retated

lssued By: Rob Troupe

PARKSON CORPORATION1401 West Cypress Creek RoadFort Lauderdale, FL 33309-1969

Accepted By: (Herein called the Buyer)

7/lz^h LLy-Name: Marty UngerTitle: RegionalSalesManagerPhone: 95+38&1757Fax 817-599-9725E-Mail: munoer@pprkson.comDate: September 21,2016

NameTitle:Date:

Enclosures: Standard Conditions of Sale, Quotation Addendum

Local Rep: Brian Villacorta

The Coornbs-Hopkins Company

2855 Mitchell Drive, Suite 215Walnut Creek, CA 94598Offce Phone: 925-947-6733Cell Phone: 925-989-6041Fax:925-947-67UEmail: brian@coombshopkins.com

cc: John Deogracias, Marty Unger, Brian Villacorta, Ryan Brice, RuiClaudioDSF Dynasand Eco-Wash 1 1/9/11 Supersedes {3/1 1

EXHIBIT ''AI'

Pa

Quotation Addendum

As a result of dramatic cost increases in the cost of both stainless and carbon steel, please be advisedthat the following provisions shalt be strictly enforced pursuant to the Equipmeni advertised in thisQuotation:

The Quotation's Purchase Price shall be firm for thirty (30) calendar days unless stated othenrrrisein the Quotation. Any Purchase Order issued beyond this timeframe may result in a PurchasePrice review by Parkson Corporation whereby the Purchase Price may be increased to cover theincreases in material costs. This Purchase Price review shall be at Parkson Corporation's solediscretion.

For those customers that have requested a firm Purchase Price commitment in excess of thirty(30) calendar days, Parkson has utilized an escalation clause tied to an appropriate commodityindex to determine the Purchase Price.

All Purchase Orders that have a delivery schedule stretching beyond six (6) months from the timea Purchase Order is placed will be subject to price escalation tied to a proportionate increase intotal material costs as a result of either stainless or carbon steel surcharges in effect at the timeParkson Corporation places its orders for any fabricated steel components for the Equipment.Parkson Corporation will notiff you of any changes in prices once all orders for said componentshave been completed.

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EXHIBIT ''A''

Standard Conditions of Salel. GENERAL: All relerences to Parkson (or any derivative thereofl shall mean Parkson Coryoration and all references to Buyer shall mean the q:stomernamed in a purche e order, quotation or prop'cal (collectively referred to herein as "quotation'). All quotations from Parkson shall be considered solicitationsof offem and all purchase orders placed by Buyer shall be considered offers, which can only be accepted in writirg by Parkson. Buyer shall eilher signParkson's quotation, or in the altemative, issue a non+onflic'ting purdrase order containing necessary information, such as site name, price schedule, typeand quantity of product, requested delivery date and delivery instructions. Parkson hereby objects to and rejects any and all additional or different teimsptopos€d by Buyer, whelher contained in Buye/s request for quotation, purchase order, purchasing or shipping release forms, Notwitrstanding any tennsor condi0ons hat may be induded in Buyeis purchase order form or other communicalions, Parksm's acceptance is conditional upon Buye/s assent tohe terms and condithns set forth herein. lt is agreed that sales are made only on lhe terms and conditions herein and any other lerms or conditions shallnot become a part of the agreement unless expressly agreed to in writing by Parkson. Parkson's failure to obiect to any terms or conditions contained inBuye/s purchase order or olher communication shall not be deemed to be acceptance of such terms or conditions. These terms and conditions shall bedeemed incorprated (as hough set forth in full) into any agreement entered into between Parlson and Buyer unless oherwise noted in writing, Parksonresewes the righl wittout any increase in price, to modifu tln design and specificalions of Parkson products, prurided lhat the modification do* notadversely afect lhe uiginal performance specifications as specified by Parkson or as Equested by Buyer. Shipments, deliveries and performance of workshall at all limes be sut{ecl to the approval of Parkon's Credit DepartmenL Pailaon may at any time decfine to make any shipment or detivery or performany uork except upon receipt of payrnent or s€curity or upn terns and crnditions safisfadory to Parkson.

[. PRICES, TERMS OF PAYMENT & TAGS: (a) PRICES: Unless expressly stated to be firm for a defnite period, Parkson's ofers are sutject to changewithout rptict, and in all cases are subject to witdraval at any tim€ before acknolledgment by Buyer. Quoted prices are firm fur only trirty (3,0) days,Orders placed afler thirty (30) days ae subject to price increases in Parkson's sole discretion. Prices on acknoa/edged orders are firm for the agreed upondelivery time. Custom$ requests to extend uiginally agreed upn delivery date(s) will be subject b prir:e escalation. lf a pdce is stated in the qrcta0on, itis based upon shipment of fie quanlities and quality requested by Buyer and on the basis of Parkon's intemal delivery schedule at $e time of preparationof said qtntation. (b)TERMS OF PAYMENT: Paymarb against invoices shall be due and payable thirty (30) days from the date of delivuy to a canier, orupon reca'pt of an invoice from Parkon, whicheverfrst occvrs. lfin Parkson's opinion, Buye/s financial condition does notjustiff continuation of productionorshipment on fie lerms of payment specified, Parkson may, upn wdtten notice to Buyer, cancel or suspend any outstanding order or part lhereoi unlessBuyer shall prompUy pay for all gmds delivered or shall make advance payments to Parkson as il at its optlon, shall determine. lf Buyer delays shiprnentfor any reason, date of readiness for shipment shall be deerned to be he date of shipment for payrnent purposes. lf Buyer delays manufacfure for anyreason, a payment shall be made based on purchase price and percentage ofcompletion, with the balance payable in accordance wilh he terms as slated.lf payments are not made in conformance wiBt he terms stated herein, the conlract price shall, withort prejudice to Parkson's right to immediale payrnenl,be increased by 1%% per month on lhe unpaid balance, not to exceed the maximum amount permitted by law. lf at any time in Parkson's judgnnnt Buyermay be or may becorne unable or unwilling to meet he terms specilied herein, Parkson may require satisfactory assurance or full or partial paym€nt as acondilion to commencing, or continuing manufacture, or in advance of shipmeni (c) TNGS: Except for tie arnounl if any, of tax stated in a parksonquotation, the prhss set forth therein are exclusive of any amount for federal, stale, local, excise, sales, use, property, in.country, import, VAT or similartaxes or duties. Sudt prices also exclude permit, license, customs and similar fees levied upon shipment of Parkson produc'ts.

lll. SHIPMENTISTORAGE: (a) SHIPMEI{T: The anticipated shipment date(s) set forth in the quotation h/are approximate and subject to change.Notwilhstanding other limitations set forth by Parkson, Parkson shall not be liable for any delays h shipment which are caused by events beyond the controlof Parkson indudirg, but not limited to, delays caused by inaccurate u inmmplete data, changes or revbions in the work to be performed, tardy approvalof drawings by Buyer, acts of Buyer or Buye/s agenl, Force Majeure, accidents, sfikes, inability to obtain labor or materials, or delay in lmnsportatim,Parkson shall have lhe right to extend the anth'pated shipment date for up to ten (10) business days, br any reason, provided Parkson shall give Buyerwritten notice of suci delay prior to the scheduled shipping date. Buye/s order will be crated for domestic buck shipment and Parkson assumes noresporsibilityfor bss of, or damage to, the equipment follo,rling delivery to a canier, who shall be deemed to be acting as agent for Buyel and the equipmentshall thereafter be at the Buye/s sole risk. lt 's Partson's policy to ship its equipment 'Bill Gollect,' and tre carrier will mail its invoice(s) direclly to Buyelsbilling address, unless otherwise agreed to in wri[ng. (b) STORAGE: Once Buyer has been nolrlid trat its order b ready for shipment, if Buyer requeststhat the order (in whole or in part) not be shipped until a later date, the equipment will be segregated from other inventory and Buyer shall execute Parkson'sTransfer ofTite form evidencing transfer of tiUe and transfer of risk of loss from Parkson to Buyer purcUant to Section lV below. ln the event that Br.ryershallrefuse to execute Parlaon's Transfer of Title form and/or if he fabricator is unable to withstand slorage of tre equipment Parkson shall have the @ht, at itssole discretion, to transfer the equipment to an interrnediate storage facility, all at Buye/s cost, whereby transfer of tiUe and risk of loss will be deemed topass, pursuant to &c'tion lV below, when the products are delivered to lhe canier at the factory. All costs associated with shipping the Euipment to saidstaage facility or from said storage facility to the job site (or any other site rquested by Buyer) shall be lhe responsibility of Buyer. Buyer shall reimburseParkson upon demand for any cosb incuned by Parkson in conneclion with said storage, including without limitation, steps taken to protect fre equiprnentfrom the elements, hanspo( storage lacility fees, insurance, etc, Any delay in shiprnent requested or caused by Buyeror ib agenh will not affectthe Termsof Payment above.

lV. TITLE & RISK 0F LOSS: Parkson's prices are F.0.8. Parlson's Faclory and are exclusive of taxes, shipping, handling and insurance. Tifle to allequipment and risk of loss, deterioration or damage shall pass to Buyer upon delivery to a carrier: except that a seorrity interest in tre equipnrent or aryreplacement shall remain in Pakson's name, regardless of nrode of attachment to really or olher property, until frre full purchase price has been receivedby Parkson. Buyer agrees to do all ac'ts necessary to perfecl and maintain said security interest and to protect Parkson's hterest by adEuately insuringthe products against loss or damage from any external cause, including during any staage or transprt, with Parkson named as insured or co-insured. Anydaim by Buyer against Parkson for shortage or damage occuning prior to delivery must be made in writing within ten (10) calendar days afla receipt of

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shipment and accompanied by an original trarsportation bill signed by fie carrier noting that carrier received goods from Parkson in the conditirn claimed,Parkson shall have the dght to ship all goods at one tinn or in portions, witrin the time for shipping provided in such order, unless specifically requested inwriting by the Buyer that these shiqms{s be made h total. Any shipments retumed to Parkson as a result of Buye/s unexcused delay or faiiureio acceptdelivery will require Buyer to pay all additional costs inruned by Parkson, including any storage costs as set foffrin Section lll above.

V. EREGTION: Unless olhenivise agreed in writing, producb are assembled, installed and/or erecled by and at the ful expense of Buyer.

Vl. CANCELLATIOiI & BREACH: Buyer agrees that Parkson products are specially manufac'lured goods that are not suitable for sale lo othea in theordinarymurseofbusiness. Therefore,purchaseordersplacedwithParksoncannotbecanceledwilhoutrecourse,norshipmentsofgoodsmadeup,orinprocess, be defened beyoM the original shiprnent dates specified, except with Parkson's written mnsent and upn terms which shill indemnify p'arkson

against all loss. ln the event of cancellation or the substantial brerch of the agreement bet$reen Buyer and Parkson, including without limitation, failing tomake payment when due, Buyer agrees that ParlGon will suffersedous and substantal damage which will be diffrcult, ff not impossibte, to measure, both atthe lime of entering lhe agreemenl and as of the time of such cancellation or breach. Therefore, the parlies agree that upon such carrcellalion orbreach,the Buyer shall pay to Parkson the suns set forth below which Parkson and Buyer do trereby agree shall mnslitule agreed and liquidated damages in suchevent:

a. lf cancellation or breach shall occur afler the acceptance of he purchase order but prior to mailirg d general anangernent drawings byParlson to Buyer, liquidated damages shall be 10% of the selling price.

b. lf cancellatrbn or breach shall occurwifrrin thirty (30) days ftrom the mailing of general arrangement drawings by parkson to Buyer, theliquidated damages shall be 30% of tte sellirB price.

c. lf the cancellalhn or breach occus after trirty (30) days from the mailing of general anangement drawlrgs by Parkson to Buyer, but priorto notification that he order is ready for shipment, the liquidated damages shall be the total of 30% of the selling prbe plus tire expensesincurred, cost of material, and reasonable value of he woft expended lo lill the respective order by Parksons engineerc and otreremployees, agents and representatives afler he mailing of general anangement drawings by Parkson to Buyer. All sums will be determinedat the sole reasonable dissetion of Parkson provided, turcver, that the total liquidated damages under his provisim shall not exceed lhetotal selling price.

d. lf canc'ellation or breach shall occur afier Parkson has notified Buyer that the order is ready for shipnnnt, then lhe liquilated damages shallbe the total selling pri:e.

Vll. DRAWNGS & SPECIFICATIONS: ln the event trat drawings are sent lo Buyer for approval after an order is placed, ttre drawings must be returnedmarked?pproved'or'ApprovedAsNoted"withintwenty(20)calendardaysafterreceiptunlessothenrvisenoted. lnlheevefltthatBuyeiswrittencommentsare not given witrin he twenty (20) day period, Parkson shall deem the itens approved.

Vtll. CORRECTIVEWORK&"BACKCHARGES'. lnnoeventshallanyuorkbedone,orservicesormaterialbepurchasedorexpenseohenriseincunedby the Buyer for the account of Parkson until after full and complete particulars (including an eslimate of material cost) have been submited in writing andapproved in writing by Parkson. Parlaon must be given the opportunity to discrss and researdr altemative mehods to loriyer fie costs involved inluchcorective work. Unless agreed-upon in writing by Parkson, Parkson will not be liable for labor cosb, overhead, adminislralive cosls, interest or any oherconsequential or indirect costs Buyer incurs. Returned items will not be accepted unless Parkson has previously agre€d to such retum in writing andsupplied wdtten retum-shipping instructions to Buyer.

D( SELECTI0N0FMATERIALSI BecauseallParlaonproducbarespeciallymanufacturedproducts,thematerial makerpofmanyofparkon'sproductsvaries ftom proiect to proiect. The determination of the materials' suitability and adaptability (including without limitalion, paints and/or coalings) to lhespecific needs oflhe Buyer's solely the Buyer's choice and responsibility.

X. C0NFIDENTIAL INFORMATION & IMPROIGMENTS: The design, construction, application and operation of Parkson's producls, services and relevantdocumentation embody proprietary and confidenUal information; therefore, Buyer will maintain this information in strict confiderrce, will not disclose il toothers, and will only use this information in conneclion with the use of the producb or to facilitate the provhion of services sold by Parkson. Buyer will notcopy or reproduce any written or printed materials or drawings furnished to Buyer by Parkson. Buyer agrees to immediately retuin all confidential materialtoParksonifrequestedinwritingbyParkson. BuyerwillrntcopyanyinformationprovidedbyParksonormakeanydesigndiawingsofParkson'sequipmentand will not permit ohec lo copy or.make any design drawings of the equipment Parkson shall have a royalty-free licens€ to make, use and seil, anychanges or improvements in the prodrcts invented or suggested by Buyer or its employees, Buyer acknorvledges that a remedy at law for any breach orattempted breach of this Seclion will result in a harm to Parkson for whhh monelary daruges alone will not be adequate. Buyer covenants afld agrees thatneiher it nor any of ils afliliates will oppose any demand for specific performance and injunclive and otha equitable relief in case of any such

-breach or

attempted breach. Notwithslanding anythirB lo the contrary herein, Parkson may seek enforcement of any breach of this Section withoui the necessity ofcornplying with the provisions regarding resolution of disputes herein.

Xl. FIELD SERVICE: Field Service included in lhe quotation will only be scfreduled upon written request and may be subjec't to credit approval. Should theBuyerhave outstanding balances due Parkm, no startup /feld service will be scheduled until such paymenls are received by Parkson, The Buyerassunrsall responsibility for he readiness ofthe system when it requests startup service. Should Parkson's Field Seruice Engineer anive at the jobsite and determinethat he system cannot be started up within a reasonable time, Parkson shall have the oplion to bring the Field Service Engineer home and bill tre Buyerfortime, tnavel and living expenses. Additional feld service is available from Parkson at the prevailing per-diem rate at lhe time of the request for service plusall travel and livhg experses, portal-to-portal. A purchase order or change order will be required pdor to scheduling thls additional service.

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Xll, LIMITATION 0F LIABILITY: Unless expressly agreed to in writing by Parkson, all damages not direct and actual in nature, inclgding without limitatlon,consequential, incidental, indirec[ exemplary and punitive damees, shall be expressly prohihited damages. Sudr prohibited damages inch.rde, but are noilimited to, lost rent or revenue; rental paymenb; cosb (hcreased or not) of administration or supervision; costs or delays suffereO by othens unable tocommence work or pmvide services as prevbusly scheduled for which a parly to this contracl may be liable; increased msts of bonorring funds devoted tothe projec't (including interest); delays in-selling atr or part of the project upon compleiion; damages caused by reason of Fone Majeure or acts of God (withthe broadest statutory or court of law definition possible); termination of agreemenb to lezu or buy all or part of lhe projec! whelher or not suffereo bdforecompletion ofservices or work; forfeited bonds, deposits, or other monetary cosb or penalties due to delay of the projec[ inlerest for any reason assessedto Buyfi inueased taxes (bderal, state, local, or intemational) due to delay or recharacterization of the projec{ bst tax credib or OeOuitirxrs due to delay;impairment of seodty; attomsy and olher lEal fees for any reason assessed to Buyer, loss of use of the Equipment or any associated Equipment, cosliof substitute Equiprnent, facilities or services, down time ctsB, claims of customers of Buyerfor such otha damages; or anyother indirect loss arising fromthe conduct of the parties. Parkson only agrees to responsibrility for damages from proven negligent and willful acts of ib direct employees only.

Xlll. APPLICABLE LAWS & GOIERNING LAW: To tre best of Parkson's knoryledge, Parkson producb comply with most laws, regulaliors and industrialpractices; howeYer, Pakson does not accepl responsibility fu any state, cig or other local lauv not specifically brought to Parksonb attention. For OSHAmmpliance, (1) Partson b only liable for those OSHA slandards that are in efiect as of the date of tre quotation, and to the extent they are applicable tothe performance of Parkson. (2) Parkson is only respnsible br the physical characieristics of the prodrrt(s) and not for lhe circumstances of he use ofhe product(s). (3) Parkson's liability through any noncompliance to OSHA shall be limiled to fre cost of modifying the produc{s) u replacing tie non-complying prodrc(s) or component(s) afrer receipt of prompt written no0ce of noncompliance. Ihe rights and obligations of Buyer and Padcon shall begovennd by and interpreted in accordance with the subtantive laraa of the state of Fbrida includirp he uniform commercial code d FlorirJa, exdudingconflicts of larv and doice of law principles.

XM. DISPITTE RESOLUTION: Any issue, difference, daim or dispute ('Action') Urat may arise out of or in connection with lhe project referenced in thequotation, including these terms and conditions, shall be first resolved by negotiation at the hQhest executive levels betureen the Buyer and Parkson. lfsaidnegotiation is unsuccessful, any said Action or any transactions contemplated hereby or in he Quotation shall be finally setted under BINDINGARBITRATION in Broward County, Florida. Any such arbitration shall be govemed by the Commercial Arbifation Rules of the American Arbittlatt'ooAssociation and shall be overseen by ore (1) single arbitrator. Buyer and Parkson shall agree upon a single arbitrator o1 if Buyer and Parkson cannot agreeupn an atitrator within thirty (30) days, lhen he Buyer and Parkon agree that the American Arbitration Associatim shall appoint a single arbikator. ln theevent that an Action is broqht, the prevailing pafl shall be entifled to be reimbuNed for, and/or have judgment entered with respect to, all of ib co6ts andexpenses, induding reasonable attorney's fees' and legal expenses. The award of the arbitrator shall be binding and may be entered as a judgment in anycourt of compelent judsdbtion.

)ff. PATENTS; Parkon shall indemnifi Buya against any iudgrnent for damages and costs which may be rendered agairst Buyer in a suit brought onacmunt of the alleged infrirBement of any United Stales patent by any product supplied by Parkson, unless (a) tre alleged infrirgenrent occurs as a resultof any alteralion or modification to lhe product or the use of lhe product in combination with the producls or services of any party other than Parkson, or (b)the productwas made in accordance with materials, designs orspecifications fumished ordesignated by Buyer, in which case Buyershall indemniff Parksonagainst,any judgnent for damages and costs which may be rendered against Parkson in any suit brurght on account of the alleged infringement of anyUnited States palent by st ch product or by such matedals, designs or specifications; provided that prompt written notice be given to the party fom whomindernnity is sot4ht of the brirqing of the suit and an opportunity be given to such party to seftle or defend it as lhat parly may see fil and that everyreasonable assislance in setfling or defending it shall be rendered. Parkson shall in no event be liabE to Buyer for special, indirect, incilental orconsEuenlial damages arisirg out of allegation of patenl infringement.

XVl. MECHANICAL WARRANTY: For a period of one (1) year following fie Equipment shipnent date ('Wananty Period), Parkson's Equiprnent is limitedlywananted lo b€ free from defeclive material and workmanship, under normal use and service and when installed, operated and maintained in accordancewih installation instruc'tions, this policy and maintenance/operating procedures. To make claim under this Warranty, Buyer must notifl Parhson witrin ten(10) business days after the date of discovery of any nonmnformity and make the affected Equiprnent immediately available for inspec{ion by Parlson orits service representative. Parkson Equipment may be deemed nonconforming only by an authorized Parkson representative. Retums r{lll not be acceptedunlesg Pa*son has authorized said retum in wtillno, lf Parksm's inspeclion indicates nonconforming materials and/or workmarnhip, the Equipmeniwill, at Parkson's option, either be repaired or replaced without charge. Upon receipt of Parkson's witten consenl Equipment may be promptly relurned toParkson, F.0.8. ib factory, Horcver, under ce(ain circumstances, Parkson may decide, in its sole discretion, to repair or replace the Equipment at treProject site. Buyer hereby agrees to provirle Parkson, ib employees and/or representatives, free of charge, on-site access to the Project site, and anynecessary utilities and plant personnel needed by Parkon for the purpose of repairirg and/or replacing nonconforming Equiprnent per this Wananty.

The followlnq will void this Wanantv:

(A) Equipment 's used for prposes other than those for which it was designed;(B) Equipment E not used in accordance with generally approved practices;(C) Disasters, whether natural or manmade, such as fire, flood, wind, earthquake, cav+in, lightning, war, or vandalism;(D) Unauthorized alterations to or moditicati$s of the Equipment not approved by Parkson, in writing;(E) Abuse, neglect or misuse of Equipment, including without limitation, operation of Equipment after a defect is discovered;(F) Operalion of Equipnent by pensons not properly trained for hat purpose;(G) Failure to operale lhe Equipment in accordance with Parkson's specifications, 0&M manuals or other written guidelines; and/or

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(H) Falure to pedorm regulu deailng, inspecllon, adjusfnent and/or preventative mahtenance.

8E AOVISED: Parkson ls not llable for any oonedive work or expenditure that has not been zullrodzed by Parksm in wdtin! pdor to $B commencemontof suci work and pdcr to commiltktg to sudr expendltures. lnspedim servie calls, reqrcsted by Buyer, where no eMdenca of nonconfuming matedalsandu workmanship b found, wlll be tnvdcsd to the Buyer at Padcon's ornenl pa diem, plus all tnavel ard lvlng expenses. Onslte labor and frelght arenot covered by lhls Warranty. Thls Wananty does not @ver nomal wear and lear. Folowlng a Wananty dalm, verlffcatlon d propa operatlon admainletancc is requked, Physhal damag due to extemal forces and/or acc-ldenl h mt mver€d by [rls Wananty, Ihe effeds oI cmmton ardunforsseeaHe hfluenl characlerlsllcs are ucluded from thls Waranty, Actlms by 3ti pililes h causlrq nmconbrmlty d 0re Equlpment ee not coveredunder lhis Wananty.

THE FOREGOING LIMITEO WARRANW !S EXCLUSIVE AND tN LIEU OF ALL OTHER GUARANTEES ANDWARRANTIES OF ANY KIND WHATSOEVER, WRITTEN, ORAL OR IMPLIED; ALL OTHER WARRANTIESINCLUDING WIrHOUT LIMITAnON AtlY WARRANW oF MERGHANTABILIW ANDTOR FITNESS FOR APARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

XVII. INITEMNIFICATION: Buy* eha[ mmply and rcquke lts employees to cornply wlth dl hs[udlms givar by Pailsor regardhg hslallalion, um

G*ctlt , il'l'lbXVll[ ]illSGELIAllEOlJSl Parksondoesnotas$imerespryElbfiityforrrcrwaranttheporfumanceoraccuracyofBnydsfurnisheddeslgr,deslgnqltelia,a specllioatlons. The parth agre€ that the foregohg tems ad condltlons constitute he entlre tems and condtlons between Buyer and Partson and lhatfiere ilB no oftu agraemenls, terms or condltons, erytessed or implied, unless olherwlse agreed to ln wrlllng by Parkson. The terms and mnditionsherein shall supersede any terms and condtions of any ottu document that may 4fly to tre transadion betweor the Buya and Parkson, This doq,rn€ritmay not be modiflEd or euperseded othq thil by an instument ln writing signed by bo{h Buyer ard Pailson. TIis docrment shall be binding upon andinure to the benefit d Buyer and Parkson and lhoir heirc, assignees, legal represenlatives and the poJrl Ovmu fr 0re proiect referenced in tre quotation,

The invdidity or non+nforceabtity d any pafllcular provlskxr of thls document shall not afrect tho otlnr povlsions herEof, and this documenl shafl beconslrued in all rerpeds as lf sudt hvalid or unonforceaHe provlsions were omitted.

Nt,

4of4 cNF-010 RevC-February2oo8

aCOOM BS.HOPKI NS COM PANY

2855 Mitchell Drive, Saite 215 . Walnut Creeb CA 9459A . (|2S)94Z-GZJJ . Fasc (925) 94Z-6204

October 17,2016Ms. Lydia PeriWashoe Counry CSD

Re: South Truckee Meadows Water Recovery Facility - Parkson Corp EcoW'ash Scope of Supply & pricing

Dear Lydia:

The Coombs-Hopkins Company (CHC) is pleased to submit this quote for the Parkson Corporation EcoWashFilter Upgrades at STMWRF.

Parkson DynaSand EcoWesh System - Complete Upgrade: $ 315,500.00. Eigh(8) Cell Air Control Panels to replace existing;. Replacement of existing air lifts with new air lifts and air hoses;. Thirty-two(32)DynaSensorassemblies;. Eight(8) pneumatic reject valves;. Two(2) pressure transducers;

' one( l) central control Panel (includes basic scADA communications) with FRpEnclosure.

EXHIBIT I'B'I

Parkson DynaSand Filter Media Replacement:. Qty (570) tons of 1.4 mrn ES, sub-angular filter media delivered in SuperSacks

(media installation by others);

' Media sample collected and sieve analysis completed by Parkson on lune29,2016-Media sample failed to meet Parkson's specifications for uniformity coefficientoutside acceptable range.

$ 178560.00

Lump Sum Total:$ 493,560.00

Brian Villacorta, P.E., BCEEThe Coombs-Hopkins Company, Walnut Creek Office - California

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ExhibitC

INSURANCE, HOLD HARMLESS AI\D II\DEMNIFICATION REQT]IREMENTS FORCONST]LTANT PROFESSIONAL SERVICE AGRBEMENTS

SOUTH TRUCKEE MEADOWS WATER RECLAMATION FACILITYECOWASII FILTER UPGRADES PROJECT

IIIDEMMFICATION

CONSULTANT Liabilitv

As respects acts, errons or omissions in the performance of CONSULTAIIT services, CONSULTANT agrees toindemnify and hold harmless COUNTY, its officers, agents, employees, and volunteers from and against any and allclaims, demands, defense costs, or liability to the extent caused by CONSULTANTS negligent acts, errors oromissions in the performance of its CONSULTANT senrices undei the terms of this agreement.

CONSULTANT firther agrees to defend COUNTY and assume all costs, expenses and liabilities of any nature towhich COUNTY may be subjected as a result of any claim, demand, action or cause of action arisingout of thenegligent acts, errors or omissions of CONSTILTAITIT or its Sub+onsultant in ttre performance of theirCONSULTANT services under the Agreement.

General Liabilitv

As respects all acts or omissions which do not arise directly out of the performance of CONSULTANT services,including but not limited to those acts or omissions normally covered by general and automobile liability insurance,CONSULTANT agrees to indemnify, defend (at COUNTYS option), and hold harmless COUNTY, its officers,agents, employees, and volunteers from and against any and all claims, demands, defense costs, or liability arising outof any acts or omissions of CONSULTANT (or Sub-consultant, if any) while acting under the terms of thitagreement; excepting those which arise out of the negligence of COUNTy.

kr determining the nature of the claim against COUNTY, the incident underlying the claim shall determine the natureofthe claim, notwithstanding ttre form of the allegations against COUNTY.

GENERALREQIIIREMENTS

COUNTY requires that CONSULTANT purchase Industrial Insurance (Workers' Compensation), General and AutoLiability, and CONSULTANT'S Erors and Ornissions Liability Insurance as described below against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the workhere under by CONSULTANT, its agents, representatives, employees or Sub-consultants. The cost of all suchinswance shall be borne by CONSULTANT.

INDUSTRIALINSURANCE

It is understood and agreed that there shall be no Industial Insurance coverage provided for CONSULTANT or anySub-consultant by COUNTY. CONSULTANT agr@s, as a precondition to ttre performance of any work under thisAgreernent and as a precondition to any obligation of ttre COUNTY to make any payment under this Agreement toprovide COL]NTY with a certificate issued by an insurer in accordance with NRS 6t68.627 and NRS 617110.

PARKSON CORPORATION T O/1 6

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If CONSULTANT or Sub-consultant is a sole proprietor, coverage for the sole proprietor must be purchased andevidence of coverage must appear on the Certificate of Insurance. Such requironent may be waived for a soleproprietor who does not use the services ofany employees, subcontactors, or independent contactors and completesan Affirmation of Compliance pursuant to NRS 6 1 68627.

Should CONSULTAIIT be selifunded for krdustial insurance, CONSULTANT shall so notiff COUNTY in writingprior to the signing of any agreement. COUNTY reserves the right to approve said retentions and *ay ,"questadditional documentation, financial or otherwise for review prior to tle signing of any agreement.

NIIIIIMIJM LIIVIITS OF INSURANCE

CONSULTANT shall maintain coverage and limits no less than:

General Liability: S1.000.000 per claim for bodily injury, personal injury and properry damage. IfCommercial General Liability Insurance or other form with a general aggregate limit is used, the genaalaggregate limit shall be increased to equal twice the required occurence limit or revised to apply separatelyto this project or location.

Automobile Liability: S1.000.000 combined single limit per claim for bodily injury and propertydamage. No aggregate limit may apply.

CONSULTANT Errors and Omissions Liability: N/A per claim and as an annual aggregate. Premiumcosts incurred to increase CONSULTAI\iTS insurance levels to meet minimum contact limis shall be bornebythe CONSULTANT atno cost to the COUNTY.

CONSULTAI{T will maintain CONSULTAI\T liability insurance during the term of this Agreement and fora period of three (3) years from the date of substantial completion of the project. kr the event thatCONSIILTANT goes out of business during the term of this Agreernent or the ftree (3) year period describedabove, CONSULTAIIT shall purchase Extended Reporting Coverage for claims arising out ofCONST LTANT'S negligent acts, errors and omissions committed during the term of the CONSULTAI{TLiability Policy.

Should COUNTY and CONSULTAItrT agree that higher CONSULTAIIT Coverage limits are neededwarranting a project policy, project coverage shall be purchased and the premium for limits exceeding theabove amount shall be borne by COUNTY. COTINTY retains the option to purchase project insurancethrough CONSULTAI{T'S insurer or its own source.

DEDUCTIBLES AI\D SELF-INSIIRED RETENTIONS

Any deductibles or self-insured retentions must be declared to and approved by the COUNTY Risk ManagementDivision prior to the start of work under this Agreement. COLINTY reserves the right to request additionaldocumentation, financial or otherwise prior to grving its approval of the deductibles and self-insured retention andprior to executing the underlying agreement. Any changes to the deductibles or self-insured retentions made duringthe term of this Agreement or during the term of any policy must be approved by the COLINTY Risk Manago priorto the change taking effect.

OTHER INSI]RANCE PROVISIONS

The policies are to contain, or be endorsed to contain, the following provisions:

2.

3.

PARKSON CORPORATION I O/ I 6

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1. GeneralLiabilityCoveraees

a. COLTNTY, its officers, agents, ernployees and volunteers are to be covered as additional insuredsas respects: liability arising out of activities perf,ormed by or on behalf of CONSULTANT, includingthe insured's general supervision of CONSULTANT; products and completed opoations oiCONSULTAIIT; or premises owned, occupied or used by CONSULTANT. The coverage shallcontain no special limitations on the scope ofprotection afforded to the additional insureds, nor shallthe rights ofthe additional insured be affected by the insured's duties after an accident or loss.

b. CONSULTANT'S insurance coverage shall be primary insurance as respects COIINTY, itsofficers, agents, employees and volunteers. Any insurance or self-insurance maintained byCOUNTY, its officers, agents, employees or volunteers shall be excess of CONSULTANTSinsurance and shall not contribute with it in any way.

c. Any failure to comply with reporting provisions of the policies shall not affect coverageprovided to COUNTY, its officers, agents, employees or volunteers

d. CONSULTANT'S insurance shall apply separately to each insured against whom claim is madeor suit is brought, except with respect to the limits of the insureds liability.

e. CONSLILTANT'S insurance coverage shall be endorsed to state that coverage shall not besuspended, voided, canceled or non-renewed by either party, reduced in coverage or in limits exceptafter thirty (30) days'prior written notice by certified mail, return receipt requested has been given ioCOLINTY except for nonpayment ofpremium.

ACCEPTABILITY OF INSI]RERS

Insurance is to be placed with insurers with a Best's rating of no less than A-: VII. COUNTY with the approval of theRisk Manager may accept coverage with carriers having lower Best's ratings upon review of financial informationconceming CONSULTAITT and insurance carrier. COUNTY reserves the right to require that the CONSULTANT'Sinsurer be a licensed and admitted insurer in the State of Nevadq or on the krsurance Commissioner's approved butnot admitted list.

VERIFICATION OF COVERAGE

CONSULTANT shall fumish COUNTY with certificates of insurance and with original endorsements affectingcovemge required by this exhibit. The certificates and endorsements for each insurance policy are to be signed by aperson authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms approved byCOLINTY. All certificates and endorsemen$ are to be addressed to the soecific COIINnI contractins deoartmeitand 4e received and aporqv?d bv COUNW before work commences COLINTY rese"ues ttre ,igtrt to requi.ecomplete, certified copies of all required insurance policies, at anytime.

SUBCONSULTANTS

CONSULTAIIT shall include all Sub-consultants as insureds under its policies or fumish separate certificates andendorsements for each Sub-consultant. Sub-consultant shall be subject to all of the requirementi stated herein.

PARKSON CORPORATION 1 O/1 6

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MISCELLATIEOUS CONDITIONS

CONSUL-TANT shall be responsible for and remedy all damage or loss to any property, including propertyof COUNTY, caused in whole or in part by CONSLILTAIIT, any Sub-consultant, or anyone employed,directed or supervised by CONSULTANT.

Nothing hoein contained shall be construed as limiting in any way the extent to which CONSULTANT maybe held responsible for payment of damages to penons or property resulting from its operations or theoperations ofany Sub-consultants under it.

kr addition to any other remedies COUNTY may have if CONSLILTANT fails to provide or maintain anyinsurance policies or policy endorsements to the extent and within the time herein required, COUNTY may,at its sole option:

a. Order CONSULTANIT to stop work under this Agreement and/or withhold any payments whichbecome due CONSULTANT here under until CONSULTAIT{T demonstates compliance with therequirements hereof;

b. Terminate the Agreernent.

2.

3.

PARKSON CORPORATION 1 O/ I 6