Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2012-297 Agrmt - GE Zenon Environmental Corp
l L ° Water & Process technologies Membrane Replacement 3239 Dundos Street West, Oakville, Ontario, Canada L6M 4B2 Pro p o s a I Tel: 905 465 3030 Fax: 905 465 3050 Uate: - `F+ ( _ gust 31, 2012 City of Ashland, Oregon Au rredtohereasAshlondorBuyer No. ofPages: ~ 21 including cover "r To: [2 Attention: vid lies, Water Reclamation Supervisor Email: i aiesd@ashland.orus . Main Street Telephone fto.: 541552-2335 Address; land, Oregon, USA 97540 Fax fvo.: 5415522364 364 ' "Adam Calling T Fnuul Adani.Collitiq@ge..com - from Regional Lifecycle Manager I Cell No 7606857959 ; - Western USA 8 Fax No _ 8585507469 -Proposal No.: ~ 595616 Subject: Membrane Replacement- Train #3 _ Originol Projer,t No.: 500127 Plant Ashland Wastewater Treatment Plant, Municipal Wastewater Tef4a ry Treatment, S00c, 4 trains, 10 cassettes per I i from 26 modules per cassette, total module count 1,040, Substo nGal Completion Date Oct 17, Y r~¢ f. i7 i Ashland - Membrane Replacement OGE August 31, 2012 595616 Page 1 of 21. . y ` Water s Process Technologies Tallfe of Contents i Introduction ..........................................................................................................................................3 1.1 Benefits of new ZeeWeed(D membrane modules .........................................................................................3 2 Scope =GE ..............................................................................................................................................5 2,1 Membrane Modules ..................................................................................................................................................5 2.2 Cassette Frames .........................................................................................................................................................5 2.3 Hardware... ....................................................................................................................................................................5 2.4 Controls ..........................................................................................................................................................................5 2.5 Membrane Module Warranty ................................................................................................................................5 2.6 Project Management ................................................................................................................................................5 2.7 Delivery ...........................................................................................................................................................................5 2.8 On Site Technical Advisory Services - PLC code changes .....................................................................6 2.8.1 GE Duties for On Site Services .................................................................................................................................6 3 Scope - Ashland ....................................................................................................................................6 3.1 Maintenance Notes for Replacement Membranes ......................................................................................6 3.2 Installation Preparation ..........................................................................................................................................7 3.3 Installation ....................................................................................................................................................................7 4 Product Support ...................................................................................................................................8 5 Health FA Safety .....................................................................................................................................8 6 Prices ....................................................................................................................................................10 7 Terms and Conditions of Sale ...........................................................................................................11 8 Seller's Warranty - ZeeWeed® Membrane Module ........................................................................17 9 Signed Agreement ..............................................................................................................................20 Attachment A ZeeWeed® 500d Cassette Fact Sheet ..........................................................................21 GE Water and Process Technologies as Seller submits the information contained in this document for evaluation only by Buyer. Buyer agrees not to reveal its contents except to those in Buyer's organization os is necessary (or evaluation. Copies of this document may not be made without the prior written consent of Seller's Management. If the preceding is not acceptable to Buyer. this document shall be returned to Seller. This proposal has been issued, based on the information provided by Buyer and currently available to GE at the time of proposal issuance. Any changes or discrepancies in site conditions, including but not limited to changes in system influent water characteristics, changes in Environmental Health and Safety conditions, changes in Buyer financial standing, Buyer requirements, or any other relevant change or discrepancy in the factual basis upon which this proposal was created may lead to changes in the offering, including but not limited to changes in scope of service, pricing, guarantees, quoted specifications, or terms and conditions. Ashland - Membrane Replacement OGE August 31, 2012 595616 Page 2 of 21 K Water & Process Technologies Introduction The City of Ashland, Oregon is prep oring to replace the originoI 500c-220 ft' modules in the 10 cassettes of Train N 3 with a comparable membrane module. Further to recent discussions and Ashland's request for the supply of additional membranes. GE is pleased to offer the fallowing 2 replacement options: Option 1- Supply 10 fully populated 26-module cassettes of ZeeWeed° 500c membranes with a total of 260 S00c membranes, and 6 fully populated 20-module cassettes of ZeeWeedm 5004 membranes modules with a total of 200 SOOd membranes, crated and ready for ocean shipment. Option 2 - Supply 16 fully populated 20-module cassettes of 2eeWeedO 500d membranes modules with a total of 320 SOOd membranes, crated and ready for ocean shipment. The following table illustrates the surface area comparisons by module and cassette between Ashland's existing SOOc 220 ft2 cassettes and the proposed 500c 250 ft2 and 5004 350 ft2 cassettes. Existing Zw-soor. iNew2N/-:i00r Flew ?V-500d Item Cassette Cassette cassette Surface Area per Module__ 220 ftz 250 ft2 350 rte _Modules per Cassette 26 26 20 Surface Area per Cassette - fullypapulated 5,720W _ 6,500 ftz 7,000 ft_ At this time Ashland has declined the option of on-site FSR assistance for instollotion of the new membrane cassettes. 1.1 Benefits of new ZePWePd1D mernbrane (nodules Original ZeeWeed, S00c 220 ft2 modules replaced with new ZeeWeedT, 500c 250 ft2 modules Currently GE is able to provide a ZeeWeed° 500c membrane module with increased surface area (13.5%) over the current membranes in service (250 ft2 vs 220 fill. The advantages of the increased surface area ore: U It allows the plant to operate the membranes at a reduced flux rote while maintaining flaws which can result in longer periods between cleans (reducing nonproductive down-time) and may increase length of overall time in service due to decreased operational stresses on the modules, or, U It allows the plant to operate the membranes at the some flux rate while providing increased flows. Original ZeeWeedO500c 22.0 ft' modules replaced with ZeeWced(?, 500d 350 ft2 modules Upgrading from ZeeWeed° 500c to ZeeWeedO500d modules offers the following advantages: U Choices in membrane surface area per module and per cassette each delivering higher surface area density. This allows either a flow/capacity expansion in the some footprint (equipment permitting) or the sonic flow/capacity in a reduced footprint with fewer modules or at lower flux. C1 Vacuum applied to both top and bottom headers gives the 500d -7% lower pressure drop resulting in higher design flux rates than o 500c in the some application. Ashland- Membrane Replacement mGE August 31, 2012 595616 Page3 of 21 r- y > Wester St Process Technologies 0 Each module slides in/out with an individually removable design. Improves and simplifies access for maintenance. ~I Advanced module support method (MARS). CI GE investments in R&D will continue to move the 500d technology platform forward whereas 500c features will be maintained as is. U Upgrading from the 500c module to the standard 500d module can require increased tank levels to accommodate the taller 5004 cassettes, which may be critical in facilities with limited tank height. However, GE's 5004 20M short cassettes, specifically designed for 500c retro-fit projects, eliminate this threat. The following picture shows the variations in dimensions between the 500c cassette shown on the right, to the 500d 20M short cassette - shown on the left. VIII}- l - %11149 IS/o.0 )1 I~.% 1210>J I ILW.O I t _ A m.~p O4Y ! ~ 5 11l,b EB> I I J5.1 I 730.0 F~ 0 - r zv+w~o~ cv nv:mc U Ashland is responsible to confirm that the height increase is workable for movements throughout the plant as required. l Cassette lifting weight requirements change from 2,983 Ibs for the 500c to 3,327lbs for the 5004 Ashland is responsible to verify crane capacity. * A fact sheet with additional information on the 5004 20M cassette con be found in Attachment A at the end of this document. * If purchased, the new 500d modules should be tested for integrity at 10 psi. The modules ore capable of testing at 11 psi where LT2 compliance is required by regulating authorities. By virtue of replacing the existing 500c cassette frames with either new 500c cassette frames or 500d 20M short cassette frames, all of the plastic components in the cassette will be new. Please be aware that should populated membrane cassettes be purchased, these will arrive on-site on their sides and appropriate space and equipment will need to be mode available to safely upright the cassettes for installation. Ashland - Membrane Replacement mGE August 31, 2012 595616 Page 4 of 21 ' Water & {-process Technologies 2 scol)e - GE 2.1 Membrane Modules Option 1- Supply 10 fully populated 26-module cassettes of ZeeWeed° 500c membranes with a total of 260 500c membranes, and 6 fully populated 20-module cassettes of ZeeWeedO SOOd membranes modules with a total of 200500d membranes, crated and ready for ocean shipment. Option 2 - Supply 16 fully populated 20-module cassettes of ZeeWeeda 500d membranes modules with a total of 320 500d membranes, crated and ready for ocean shipment. 2.2 Cassette Frames Supply SOOc and 500d cassette frames in the quantities detailed in either option 1 or option 2 above. 2.3 Hardware Supply associated cassette hardware as follows: L Hoses and fitting sets for 500c and 500d cassettes G.1 Lifting brackets for SOOd 20M cassettes Ll Hanger arms for 500d 20M cossettes ❑ Lifting brackets for 500d 20M cassettes 2A Controls Provide system controls programming adjustments as required for the new membranes including adjustment of set points for permeate and air flow. 2.5 Membrane Module Wan-nnty These ZeeWeed° Membrane Modules are supplied with a base 2 year Full Replacement Seller's Warranty against manufacturing defects. For details of the warranty coverage on the membrane modules supplied, please see Section 8. 2.6 Project Management Planning and off-site assistance during the membrane expansion project. 2.7 Delivery CJ CIP - Delivery will be by standard oceon/ground on the basis of CIP Ashland WwTP, Ashland, OR, Incoterms° 2010. CIP=Carriage & Insurance Paid. Partial shipments will be acceptable unless otherwise specified. • Origin - Delivery of ZeeWeed° membranes originates from the GE Water & Process Technologies, ZENON Membrane Products IZEMI, 8l6thy Otto u 4, Oroszlany, 2840 Hungary facility. • Title & Risk -Title and risk of loss or damage to membrane modules, cassette frames and crating shall pass to Ashland upon delivery to carrier of designated delivery origination point. Ashlond - Membrane Replacement ©GE August 31, 2012 595616 Poge 5 of 21 Water & Process 'iechnologies I1 Export Documents -AllZeeWeedO membrane module shipments into the USA require clearance documentation from the EPA. GE will prepare and provide the required EPA documentation to the Carrier. 1 MPF - Merchandise Processing Fee is a fee assessed for formal custom entries based on 0.21% of the invoice value, with a minimum of USD $25 per formal entry and a maximum of USD $48S. L1 Taxes and US Duty -AUSCustoms duty of3.9%applies tooilZeeWeedOmembranes. This duty alone is included in the price table and will be remitted by GE. Any other duties imposed ore the responsibility of Ashland. Any applicable sales or value added tax is not included. All applicable Local, State, or Federal taxes are the responsibility of Ashland. L I Temperature - UFmembranes connot be allowed to freeze or overheat and may require temperature-controlled freight and handling according to the season and the planned routing. U Availability - Delivery of membrane modules is typically 20 weeks after receipt of order. Definitive Membrane Module availability will not be confirmed until a Purchase Order is received from Ashland and acknowledgement of a Purchase Order is issued by GE. 2.8 On Site Technical Advisory Services - PI-C code changes GE will provide 1 Field Service Representative IFSR) on-site for 16 hours I2 x 8-hour days) to download and test the PLC code changes required for this membrane replacement initiative. Ashland retains final responsibility for the installation and commissioning process. Any overtime or waiting times required due to unforeseen site events outside the control of GE will be invoiced according to the prevailing GE Service Labor Rates Sheet, avoiloble on request. If for any reason additional insurance coverage Ie.g. General Construction/Erection All Risk, General Liability) is required above and beyond GE's standard insurance terms for onslte commissioning supervision, Ashland must inform GE in writing 60 days prior to work commencement at site. Ashland will be billed for all additional insurance casts and processing fees. 2.8.1 GE Duties far On Site Services 0 GE will coordinate its work under this agreement in a reasonable monner with the operating staff of the facility. I ~I GE will maintain public liability and property damage insurance covering all operations undertaken by GE and its sub-contractors with a minimum limit of $3,000,000 inclusive for any one accident or occurrence. 11 GE will maintain Workers Compensation and Employers'Liability coverage as per statutory requirements. 3 Scone - Ashland 3.1 Maintenance Noises for Replacement Membranes At the time of any full plant or full train membrane replacement, it is recommended to evaluate the appropriate timing of repairs or replacement of the following ancillary system components: - - - - - Ashland - Membrane Replacement 6GE August 31, 2012 595616 Page 6 of 21 Water & Process Technologies L I Is it the right time to address any tank coating repairs which may be required? U Are any of the clamps, comlocks, com lock seals and couplings due for replacement? Preferential Flaw Preferential flows con create a risk of over-fluxing of new modules when they are installed in the some train with older modules. The mixing of old and new modules in the some cassette also makes management of slack adjustment more difficult. GE recommends that Ashland plan membrane module replacement on a complete cassette and complete train basis wherever possible to achieve both optimal performance and best value from the new membrane modules. Membrane Slack GE's membranes ore supplied and shipped with an initial factory fiber slack designed to optimize membrane air scouring during operation as well as accommodate a degree of shrinkage. Membranes shrink in length early in their lifecycle when exposed to higher temperature water. The pace of shrinkage slows with age. With the installation of new membranes, the requirements for slack adjustment start a new cycle. Due to the wide variety of operating environments in which our products can be utilized, it is difficult to generally predict the rate of shrinkage. If membranes operate in a condition of insufficient slack for an extended period of time, irreversible damage to the fiber-urethane bond may occur- Please refer below to the recommended inspection frequencies based on your plant's membrane tank operating temperature. Visual inspections should begin during the membrane installation and be repeated over time on the some cassette. Digital pictures will allow for comparative analysis of the fiber slack over time. Ftaximum Operating Temperature Recommended Slack Inspection Frequency 0-24°C/32-76°F Every 2yea rs 25-30°C/77.86°F Once Per Year >30°C/>86°F Twice Per Year Bubble Test Pressure Since the original modules were installed, improvements in our manufacturing process have increased the permeability of the 500 series membranes. With that improvement, the bubble test pressure is reduced to 2 psi horizontally and 3 psi vertically. After the membranes are shipped, a formal notice of this change of procedures will be issued as an Addendum to the Operating Manual. 32 Installation i I-ei)arCltion u Receive, off-load, handle and provide temperature controlled storage of the equipment and materials. 1:1 Membrane Membranes must be stored in a sheltered area, protected from freezing, direct sunlight or extreme heat, and sealed as shipped until ready for use. Storage should be in a dark, dry, level area at o temperature of 5-30°C 141-86°FI. Membranes should not be stored longer than necessary prior to installation. Ashland is responsible for risk of loss of Seller's parts while in storage at the plant. L:I Inspect, evaluate and make repairs as required for the membrane tanks, mounting brackets, hoses and all connections. 3.3 Installation to Isolate cassettes from the rest of the system as required. Ashland - Membrane Replacement @GE August 31, 2012 595616 Page 7 of 21 0 Whir & Process Technologies' W Remove targeted cassettes from the system as required. Cl Install new cassette in the system. ❑ Dispose of membrane module preservative as well as all retired membrane modules and cassette components. Dispose of shipping and packaging materials unless specifically requested not to by GE. 4 Procluct Suivort One of the ways that GE has clearly distinguished itself from other membrane manufacturers is through the range of services and support offered to our customers based on the many years of experience in OF membrane filtration. Included with any membrane replacement ore the following services: local Support - GE has a global network of GE Water & Process Technologies service personnel that can deploy at short notice. These personnel hove access to all the latest tools, procedures and equipment to provide the optimum assistance and support to plant operators. Technical Support- For the life of each system supplied by GE, plant operators have telephone access to a skilled GE technical support specialist who will assist Plant Operators in troubleshooting of system problems during business hours. Technical Support- Hours of Operation &Telephone Numbers Daytime Hours of Operation: 8:30om to 5:00pm Monday to Friday, Eastern Time Zone GMT-5 Telephone, toll free in North America: 1-866-271-.5142 5 Telephone, outside of North America: 1905465-3030 and ask for Technical Support Email address for Daytime Hours: GEWoter.Technicolsunooft@ge.com ZeeWoed Users Group -As on on-going support toZeeWeed°plants, an annual 2dayZeeWeedaUsers Group meeting is organized by GE consisting of formal meetings and a tour of the hosting ZeeWeedO plant. New technologies are introduced, current issues ore tabled, and roundtable discussions ensue. The Users Group has become on excellent forum for experienced operators to keep current, to renew old acquaintances, to exchange the 'tricks of the trade' with each other, and to impart their hard-won knowledge to newer ZeeWeedo' operators. Generous hospitality combines with informal experiences and exercises to enhance the esprit de corps between domestic and international plant operators. All ZeeWeed° plants ore invited to send operators representing the plant. GE covers conference, food, and hospitality expenses. The plant must cover the operator's travel and hotel expenses, and o small conference fee. GE supports this forum to facilitate interaction between ZeeWeede) Plant Operators and to provide a forum for real-world feedback to GE's management, design and operations staff. 3 Health & Safety Ashland 0 Ashland will identify and inform Seller's personnel of any hazards present in the work place that could impact the delivery of seller's scope of supply and agrees to work with Seller to remove, monitor, and control the hazards to a practical level. Ashland - Membrane Replacement ©GE August 31, 2012 595616 Page 8 of 21 Wader & Process Technologies 'l Ashland will provide training to Sellers personnel on all relevant and standard company operating procedures and practices for performing work on site. Such training programs may include, but are not limited to, general environmental health &Safety IEHSI, HAZOP, fire protection, drug testing, incident notice, site conduct, standard first aid, chemical receiving, electrical safety, etc. Ashland will provide o certificate of training for Seller's personnel. This program will be fully documented, training materials will be provided, and attendance list will be kept. U If any type of lifting devices will be used on site, Ashland will provide proof of its maintenance, inspection and certification documentation upon request and will assist the GE Service Representative to complete a safety inspection checklist. 1:1 Where confined space entry may be required, Ashland will provide early notice and will collaborate with GE in planning adequate staffing and in advising the local fire/rescue department. 1-1 No time or cost provision has been made for preparations such as safety record clearances, drug testing, insurance confirmations or pre-job-troining in excess of 1 hour. Prior to finalizing the Purchase Order and the work schedule, Ashland will advise GE of any pre-job or pre-mobilization requirements. Where these requirements exceed 1 hour, this time will be charged to Ashland at rates set out in the prevailing GE Labor Rates Sheet. t,A Where certain short duration activities require 2 people for safety and the GE FSR is alone at site, Ashland will cooperate as required to assure that correct safety precautions are taken. U Ashland is responsible far the following safety and environmental provisions: a Firstaid, emergency medical, and chemical spillresponse. Eyewash and safety showers in the water treatment area. Security and fire protection systems per local codes. Environmental use and discharge permits for all chemicals at Ashland's facility either listed in this document or proposed for use at a later date. Any special permits required for Sellers or Ashland's employees to perform work related to the water treatment system at the facility. All site testing, including soil, ground and surface water, air emissions, etc. C Disposal of all solid and liquid waste from the Seller's System including waste materials generated during construction, start up and operation. GE U All work on site will be performed in accordance with applicable low and will be performed reasonably, in a clean and safe manner. The GE FSR will abide by the more stringent of the applicable health, safety and environmental policies and procedures of either Ashland or GE. Cl GE will provide all applicable safety training required by the health and safety policies. The GE Service Representative will have undergone Workplace Hazardous Material information system IWHMISI training and will come equipped with necessary Personal Protective Equipment IPPEI. U Emergencies - In emergencies affecting the safety of persons, work or property at the site and adjacent thereto. GE will act, without previous instructions from Ashland, as the situation warrants. GE will notify Ashland immediately thereafter. Ashland - Membrane Replacement ®GE August 31, 2012 595616 Page 9 of 21 ° Water ~t Process Technologies Prices Option 1-10 x ZW-500c 250 ftz 26-module cossettes+6 x ZW-500d 350 W20-module cassettes 1"otal Price 4tY_ - Rem - U5D$ 260 Supply ZeeWeedO500c,250ft2Membrane Modules, ,populated in10cassettes 120,. tTply2eeWeed0500d 350 ft' Membrane Modules, populated in 6 cassettes 16 supply ZeeWeed°c 1ssetteframes-10x500c,6x S00d _ 16 Cassette Hardware including hoses and fittings, hanger arms and lifting brackets _ 1 Controls programming adjustments _ 1 Brokerage at Us/Canada border $842,860 1 US EPA documentation fee 1 US Merchandise processing fee 1 US Customs Duty 3.9% 1 Site visit- 2 days on site todownload and test PLC code changes 1 Freight based on single stockshipment, and insurance. CIP Ashland, OR, IncotermsO 2010. _ Fee per additional day on site if required - $1,950 MME Option 2 -16 x 2W-500d 350 ft?20-module cassettes Total Price Qty _ Item l_ISDS~ 320 Supply ZeeWeed0500d 350(1= Membrane Modules, populated in 16 cassettes 16 SupplyZeeWeeclOcassette frames -for 500dmodules _ 16- Cassette Hardware including hoses and fittings hanger arms and lifting brackets tttt----1 Controls programming adjustments I1 Brokerage of US/Conodo border USEPAdocumentotion fee $864,540 1 US Merchandise processing fee 1 U5 Customs Duty 3.9% 1 Site visit- 2 days on site to download and test PLC code changes 1 Freight based on single stock shipment, and Insurance. Cl P Ashland, OR, IncotermsO 2010. Fee per additional day on site if required _ _ E3,950 1:: o. 8 is' c aa. wl. ..s I 1 I64-~ ate. r kP. Please make Purchase Orders out to ZENON Environmental Corporation. Ashland - Membrane Replacement OGE August 31, 2012 595616 Page 10 of 21 Water C( Process Technologies Terms and Conditions of Sale A - Specific Terms and Conditions of Sale 1 Legal Entity for Contracting ZENON Environmental Corporation is then am e of the legal entity providing sef vices and is an affiliate of GE Water & Process Technologies Canada. Purchase Orders and Checks should be made out using the name ZENON Environmental corporation. Short Form: Where a short reference is required in this document, for convenience, we are called simply GE. 2 Payment Terms on approved credit, payment terms are Net 30 Days and invoices will be issued on the following schedule: 30% with acceptance of Purchase Order. Shipment of membranes is contingent on receipt of initial milestone payment 70% with membrane module shipping documents supplied to Carrier. 3 Price Validity Prices quoted are valid up to thirty 1301 days after the date of issue of this proposal unless confirmed with a Purchase Order, 4 Bonds Performance or Payment Bonds are not included in the price. These bonds can be purchased on request but will be at additional cost. S No Title to Process Materials At no time will Sellerbe deemed to have taken title to Effluent Water, Influent Water, sewage sludge, Non-standard Substances, Hazardous Materials, harvested fibers or any other materials or substances processed at the site or treated by Seller pursuant to this Agreement. Seller does not take responsibility for or provide waste characterization, disposal facility selection, or disposal. Ashland is responsible for all wastes and waste disposal from the plant. Wastes may include, but are not limited to water system reject waste, used RD or ultrofiltration membranes, clean-in-place related wastes and wastewaters, spent media, used granulated activated carbon, cartridge filters, equipment and consumables, lubrication/oil contaminated debris/rags, other maintenance related wastes, lob analysis residuals, and office waste. 6 Put chose OrdcrGuidelines Please ensure that your Purchase Order has covered the following paints. This will ensure accurate and prompt order entry, product delivery, invoicing and accounts receivables processing and will prevent administrative delays for all parties. U Legal Entity- Please be sure your Purchase Order is issued in the name of the specific GE legal entity issuing this proposal cited in Section 7, Item 1: Legal Entity for Contracting. We will be glad to work with your Purchasing department to set this entity up as on approved Supplier/Vendor. u Hurd Copy- Our strong preference is to receive a hard copy of your Purchase order father than a PO number alone. J Proposal Number and Date- Please reference the 6 digit Proposal Number and the Proposal Date which are found in the footer of each page. J Price - State the total price you are accepting for this order. n Taxes - Provide any required tax exemption certificates. 11 Ship-To Address- Please clearly define the plant site address or delivery location and the Receiver's email & telephone. Specify receiving hours and any special off-loading requirements. ci Delivery Date- Please include your requested delivery dale or agreement start date. Ashland - Membrane Replacement (9)GE August 31, 2012 595616 Page 11 of 21 Water & Process Technologies B - Gefie[,(II rel'n15 (111 (1 Conditions of Stile Note to Purchasing Agent: The following are GE's standard set of commercial terms & conditions, written for moderate value transactions tool low an efficient and rapid provision of services and parts. If these terms are not immediately acceptable, please expect a typical 6-10 week cycle of mutual review to build agreement on changes. 1) Definitions. All terms not defined herein shall be defined in the Form ofAgreement or the Special Conditions. 2) Exclusive Terms and Conditions. Together with any other terms the parties agree to in writing, these General Terms and Card! tions foran the exclusive terms l"Agreement") whereby Buyer agrees to purchase, and Seller agrees to sell Equipment and to provide advice, instruction and other services in connection with the sale of that Equipment ("Services"). Notwithstanding any provisions communicated in anyway by Buyer to Seller prior to this Agreement including any terms contained in any request for quote by Buyer, Buyer agrees that this Agreement will control the relationship by accepting Equipment and Services from Seller, even if Buyer sends to Seller other terms and conditions to which Seller may not respond. This Agreement may only be revised by a change order approved in writing by both parties. 3) Equipment and Services. The Equipment to be delivered and the Services to be provided shall be as set out in this Agreement. 4) Prices andPayment. Buyer shaIIpaySetlerfortheEquipmentandServices inoccordancewith IhaPayment 5cheduIa. Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Seller's invoice. If Seller shall have any doubt at any time as to Buyer's ability to pay, Seller may decline to make deliveries except on receipt of satisfactory security. Seller may require a letter of Credit or other payment guarantee, in which case the stated amount of the guarantee will be adjusted by Buyer in the event of any currency-based adjustment to prices or payment amounts per the Payment 5chedIIIe, and Buyer shall deliver the adjusted guarantee within five (5) days of request by Seller. Buyer agrees to reimburse Seller for collection costs, including 2% interest per month, should Buyer fail to timely pay. Buyer shall have no rights to make any deduction, retention, withholding or setoff relating to any payments due under this Agreement. S) Taxes and Duties. Unless expressly stated, the prices quoted herein do not include any taxes or duties. Buyer shall be directly responsible, and reimburse Seller, for the gross amount of any present or future bond, sales, use, excise, value- added, or other similar tax or duty applicable to the price, sale or delivery of any Equipment or services furnished hereunder. Buyer shall furnish Seller with evidence of tax exemption acceptable to taxing authorities if applicable. 61 Delivery. Unless otherwise specified in this Agreement, Seller shall deliver all Equipment to Buyer FCA llncoterms 2010) Sellers facility. The time for delivery of the Equipment to Buyer shall be specified in this Agreement. Sellers sole liability for any delay in delivery of the Equipment shall be as expressly set out in this Agreement. The place of delivery specified hereinsha11befirm andfixed, provided that8uyermaynotifySeIIernolate rthan45days prior tothascheduled ' shipment date of the Equipment of as alternate point of delivery. Provided the parties agree to a change order to take into account any additional cost or delay incurred by Seller in implementing this change, the alternate place of delivery sha11become theagreed illaceofdelivery for a] I purpo ses unde r th is Ag ree ment. Fo ilure by Buyer to take d elivery of the Equipment shall be o material breach of this Agreement. i 7) Title and Risk of Loss. Title and risk of loss to the Equipment shall be transferred front Seller to Buyer upon delivery in accordance with this Agreement. Title and risk of loss to the Services shall pass as they are performed. 8) Shipment to Storage. If any part of the Equipment cannot be delivered when ready due to any cause not attributable to Seller. Sal ler may ship such Equipment to storage. If such Equipment is placed in storage, then lit title and risk of loss - shall thereupon pass to Buyer if it had not already passed; Iii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Sellers invoicels); (iii) all expenses incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be payable by Buyer upon submission ofSellers invoicels);IvltheServices provided herein shall be subsequently changed to the rate prevailing at the time of actual use and Buyer shall pay the net increase; and NO when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of time Equipment. 9) Worrantlesond Remedies. Seller warrants that the Equipment shall conform to any specifications set out in this Agreement and shall be free from defects in material and workmanship; and that the Services shall he performed with the degree of skill which con reasonably be expected from a seller engaged in a comparable business and providing Ashland - Membrane Replacement ®GE August 31, 2012 595616 ^ Page 12 of 21 Water Process Technologies comparable services under comparable circumstances. Sellers warranty does not cover the results of improper handling, storage, install ation, commissioning, operation or maintenance of the Equipment by Buyer or third parties, repoirs or alterations made by Buyer without Seller's written consent, influent water which does not comply with agreed parameters, or fair wear and tear. Unless otherwise expressly provided in this Agreement, the foregoing warranties are valid: a. for chemicals and Services, for 6 months from their date of delivery or the provision of Services; b. for consurnables, including Filters and Membranes, 12 months from their date of delivery, c. for Equipment other than chemicals and consurnables, the earlier of, 15 months from delivery or shipment to storage,-or 12 months from start-up/first use. For Equipment not manufactured by Seller, the warranty shall be the manufacturers transferable warranty only. Any claim for breach of these warranties must be promptly notified in writing, and Buyer shall make the defective item available to the Seller, or the claim will be void. Sellers sole responsibility and Buyers exclusive remedy arising out of or relating to the Equipment or Services or any breach of these warranties is limited to repair or lot Sellers option) replacement of defective items of Equipment, and re-performance of defective Services. Buyer shall make maintenance and operation records available to the Seller upon request during the warranty period. Buyer is not entitled to extend or transfer this wafronty to any other party. The foregoing warranties and remedies are in lieu of and exclude all other warranties and remedies, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose. Unless otherwise expressly stipulated in this Agreement, Seller gives no warranty or guarantee as to process results or performance of the Equipment, including but not limited to product quality, flow, production, capacity, membrane life, chemical consumption, regulatory compliance or energy consumption. 101 Buyers Responsibilities. Unless otherwise stipulated in this Agreement, the unloading, handling, storage and installa [ion of the Equipment shall be the responsibility of the Buyer. Seller will not control the actual operation of either Buyers systems or the Equipment at the Site. Buyer shall also: a. provide Seller with complete a nd accurate data concerning all relevant conditions at the Site, including but not limited to any existing Buyer facility, equipment or processes, influent water or other substances to be treated or measured with the Equipment; b. operate and maintain its facility and all related systems in good operating condition and within the agreed parameters or, if no parameters have been agreed, within generally accepted industry practice; C. operate and maintain the Equipment in accordance with Sellers operations and maintenance manuals or where 'such manuals are silent, in accordance with generally accepted industry practice. If Buyers fails to fulfill the foregoing obligations, Seller shall be relieved of any obligations with respect to warranties or any other commitments underthis Agreement, ondSeller shall have no liability foranyloss, damage or injurywhich I Buyer maysustain as a result. I 25' J "I YiY 11) General Indemnity. Seller shall indemnify and hold harmless Buyer from claims forphysical da age to third party OC~c L,.. rca' property or injury to persons, including death, to the extent caused bythe negligence of Sell ror itsofficers,agents, c.~z },r„ AJ employees, and/or assigns while engaged in activities under this Contract. Purchosersltall ikewiseindemnifyandhold ~e 1Cp- C) (H In armlessSellerfrom claiFirs for physical do in age to third party propertyor injuryto persons, in cludingdeath,to tha extent caused by the negligence of the Buyer, its officers, agents, employees, and/or assigns. In the event such damage 3c'' or injury is caused by the joint arconcurrenI negligence of Seller and Buyer, the loss shall be borne by each Party in proportion to its negligenca.'Third party' shall not include Buyer or any future owner of the Equipment, their subsidiaries, parents, affiliates, agents, successors or assigns including any operation or maintenance contractor, or their insurer. No portion of the Equipment is "third party property" for the purposes of this Article. 12) Compliance with Laws and Permits. All permits and licenses which ore required to construct, install and/or operate Buyers facility or equipment, to use the Equipment, or to manage and dispose of any wastes and residues resulting from Buyers use of the Equipment, shall be obtained and maintained by Buyer at Buyer's sole expense. Buyer is responsible for compliance with all laws and regulations applicable to the storage, use, handling, installation, maintenance, removal, registration and labeling of all Equipment after delivery of the Equipment, as well as for the proper management and Ashland - Membrone Replacement ®GE August 31, 2012 595616 Page 13 of 21 Water & Process Technologies; disposal of all wastes and residues. If any change in applicable laws, codes or standards occurring after the date of Sellers proposal to Buyer requires a change to the Equipment or to the performance of the Services, and it is technically feasible to comply with such change, the Seller shall be entitled to an equitable adjustment to price and schedule. 13) Site Conditions. Seller shall be entitled to assume that any do to furnished by the Buyer concerning conditions at the Site is accurate and complete, and reserves the right to utilize the most appropriate design compatible with generally accepted engineering practices, and to make changes in details of design, manufacture and arrangement of Equipment unless precluded by any limitations specified in this Agreement. Seller shall notify Buyer of III any conditions at the Site which materio Ily differ from those indicated in the data furnished by Buyer, (2) any previously unknown physical conditions at the site of an unusual nature, not revealed by previous investigations and differing from those ordinarily encountered in the type of Work provided for in this Contract, and (3) the presence of any Hazardous Materials (as defined below), unexploded ordinance, or archaeological remains. If such conditions cause an increase in Seller's cost or in the time required for the performance of Sellers obligations, Seller shall be entitled to an equitable adjustment in the Contract Price and an extension in the time for performance. 141 Hazardous Materials and Wastes. In the event that Seller encounters any Hazardous Materials Imeoning toxic substances, hazardous substances, pollutants, contaminants, regulated wastes, or hazardous wastes as such terms may be defined or classified in any law, statue, directive, ordinance or regulations promulgated by any applicable governmental entity) at the Site, other than Hazardous Materials introduced by Seller or that are otherwise the express responsibility of Seller under this Agreement, Buyer shall immediately take whatever precautions are required to legally eliminate such Hazardous Materials so that the Sellers work under this Agreement may safely proceed. At no time shall Seller be deemed to have taken title to or the responsibility for the disposal of any wastes, Hazardous Materials, influent water, any resultant product streams, wastewater streams, cleaning materials, or any other materials or substances processed by the Equipment or otherwise located at the Job Site or the Project Site. Seller does not take responsibility for and hereby expressly disclaims responsibility for the characterization of wastes, Hazardous Materials, or for the identification or selection of disposal facilities for any wastes. 151 Excusable Delays. Seller shall not be liable nor in breach or default of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of Seller, including, but not limited to: acts of God, natural disasters, unusually severe weather, fire, terrorism, war (declared or undeclared) epidemics, material shortages, insurrection, act (or omissions) of Buyer or Buyer's suppliers or agents, any act for omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance dote shall be extended for a period equal to the time lost by reason of delay or non-performance, plus such additional time as may be necessary to overcome the effect of the delay or non-performance. If delivery or performance is delayed for a period exceeding 180 lone hundred and eighty) days, either Party may terminate this Agreement without further liability provided that Seller shall be paid an amount equal to that which would be payable to Seller under the Article entitled 'Termfnationfor Cause°. If Seller is delayed by any acts for omissions) of Buyer, or by the prerequisite work of Buyers other contractors or suppliers, Seller shall be entitled to on equitable adjustment in schedule, price and/or performance, as applicable. 161 Emergencies. If the safety of Seller's personnel is threatened or likely to be threatened by circumstances outside the reasonable control of Seller, including but not limited to war, armed conflict, civil unrest, riots, terrorism, kidnapping, presence of or exposure to hazardous materials, unsafe working conditions, or by the threat of such circumstances or a lack of adequate protections against such circumstances, Seller shall be entitled to take all necessary steps to ensure the security and safety of its personnel including the evacuation of personnel until such circumstances no longer apply. 17) Intellectual Property. Both portiesagree tokeep confiidentialtheother portysproprietary non-public information, if any, which may be acquired in connection with this Agreement. Buyer will not, without Seller's advance written consent, subject Equipment to testing, analysis, or any type of reverse engineering. Seller retains all intellectual property rights including copyright which it has in all drawings and data or other deliverables supplied or developed under this Agreement,. Buyer acknowledges that Seller is in the business of selling the Equipment subject to this Agreement and agrees that it will not file patent applications on the Equipment, or processes and methods of using the Equipment, without Sellers express written permission. Buyer further agrees that in any event any such patents will not be asserted against Seller or its other Buyers based upon purchase and use of such Equipment. Seller grants to Buyer a non- exclusive, non-terminable, royalty free license to use the intellectual property embedded in Equipment delivered to and paid for by the Buyer, as well as any drawings, design or data delivered to and paid for by the Buyer, for the purposes of Ashland - Membrane Replacement OGE August 31, 2012 595616 Page 14 of 21 ° Water & (process technologies owning, financing, using, operating and maintaini rig the relevant Equipment at the Site. Such license may only be assigned to a future owner of the Equipment or to an operations and maintenance subcontractor. Such license does not extend to the re-creation of the Equipment or the manufacture of spares or consumables by Buyer or third parties. Any software Seller owns and provides pursuant to this Agreement shall remain Sellers property. Seller provides to Buyer a limited, non-exclusive a nd terminable royalty free project-specific license to such software for the term of this Agreement. Buyer agrees not to copy, sub-license, translate, transfer, reverse engineer, or decode the software. Unless otherwise expressly agreed by Seller, this license shall terminate and the software shall be returned to Seller upon termination of this Agreement, or the material breach of the terrys in this section. Seller shall indemnify and hold harmless Buyer from any rightful claim of any third party that any Equipment or Service infringe a patent in effect in the USA, an EU member state or country of delivery (provided there is a corresponding patent issued by the USA or on EU member state), or U.S. copyright or copyright registered in the country of delivery. If the Buyer notifies the Seller promptly of the receipt of any such claim, does not take any position adverse to the Seller regarding such claim and gives the Seller information, assistance and exclusive authority to settle and defend the claim, the Seller shall, at its own expense, either (i) settle or defend the claim and pay all damages and costs awarded in it against the Buyer, or III) procure for the Buyer the right to continue using the Equipment or Service, or liii) modify or replace the Equipment or Service so that it becomes non-infringing, or liv) remove the infringing Equipment and refund the price. The above paragraph shall not apply to any Equipment which is manufactured to the Buyers design, or to alleged infringement arising from the combination, operation, or use of any Equipment or Services with other Equipment or services when such combination is part of any allegedly infringing subject matter. The foregoing states the entire liability of the Seller for patent infringement of any Equipment or Service. 18) Limitations on Liability. Notwithstanding anything else contained in this Agreement, to the maximum extent permitted bylaw, and regardless of whether a claim is based in contract linciuding warranty or indemnity), extra-contractual liability, tort (including negligence or strict liability), statute, equity or any other legal theory: a. The total liability of the seller for all claims arising out of or relating to the performance or breach of this agreement or use of any equipment or services shall not exceed the total price paid by buyer under this agreement or, in the case of an agreement for services with a term of more than one year, the annual price payable by buyer under this agreement; b. Seller shall not be liable for any advice, instruction, assistance or any services that are not required under this agreement or for which seller does not charge buyer; c. In no event shall seller be liable for any loss of profit or revenues, loss of production, loss of use of equipment or services or any associated equipment, interruption of business, cost of capital, cost of replacement water or power, downtime costs, increased operating costs, claims of buyers customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages; d. All liability on the part of seller shall terminate at the expiry of the applicable warranty period. For the purposes of this article, "Seller" shall mean Seller, its affiliates, subcontractors and suppliers of any tier, and their respective agents and employees, individually or collectively. If Buyer is supplying Seller's Equipment of Services to a third party, Buyer shall require the third party to agree to be bound by this clause. If Buyer does not obtain this agreement for Sellers benefit for any reason, Buyer shall indemnify and hold seller harmless from all liability arising out of claims made by the third party In excess of the limitations and exclusion of this clause. 19) Suspension by Seller. Seller shall have the right to suspend performance upon written notice to Buyer in any case where Seller would have the right to terminate the Agreement under the following Article, without prejudice to Sellers right to terminate this Agreement for cause. Any cost incurred by Seller in accordance with any such suspension (including storage costs) shall be payable by Buyer upon submission of the Sellers invoicels). Performance of the Sellers obligations shall be extended for a period of time reasonably necessary to overcome the effects of such suspension. 201 Termination for Cause, This Agreement and any performance pursuant to it may be terminated or suspended by either Party, and the consequences of such termination shall be as set out in the next Article, if the other Party a. becomes insolvent, makes on assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; or Ashland - Membrane Replacement OGE August 31, 2012 595616 _ Page 15 of 21 Water & Process Technologies b. fails to make any payment when due or to establish any payment security required by this Agreement, or commits a material breach or defaults in its material obligations under this Agreement, and such default is not cured within thirty (30) days of written notice from the other Party. 21) Consequences of Termination. Upon the termination of this Agreement by Seller far cause, or by Buyer without cause, Buyer shall pay to Seller within thirty (301 days of receipt of invoice the price of all Equipment or Services delivered at the date of termination, plus an amount equal to all costs and expenses incurred in the engineering, sourcing, financing, procurement, manufacture, storage and transportation of the Equipment including materials, work in progress and any cancellation charges assessed against Seller by Seller's suppliers including reasonable overhead and profit on oil such costs and expenses. Alternatively, if any schedule of termination payments has been agreed between the Parties, Buyer sholl pay to Seller within thirty (30) days of receipt of invoice the amounts set out in that schedule. 22) Governing Law and Dispute Resolution (US Sales). This Agreement shall be governed by the substantive laws of the State of-Newa!erk.In the event of a dispute concerning this Agreement the complaining party shall notify the other party in writing thereof. Management level representatives of both parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (301 days after such notice, the complaining party shall seek remedies exclusively through orbitration. The seat of arbitration sha 11 be the federal dis act tour m hiledelphia,-PR, and the rules of the arbitration will be the Commercial Arbitration Rules of the American Arbitration Association, which are incorporated by reference into this clause. Governing Low and Dispute Resolution (International Salesl This Agreement shall be governed by the substantive lows of England and Wales. In the event of any dispute arising out of or in connection with this Agreement, either party may notify the other party in writing thereof, and management level representatives of both parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, either party may refer the dispute to arbitration, and the dispute shall be finally settled by arbitration in London in the English language under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. 231 No Nuclear Use. Save as expressly permitted by this Agreement, the Buyerwarrants that it shall not use or permit the use of the Equipment in connection with any nuclear installation or activity,. Seller shall have no liability whatsoever for any nuclear or other damage, injury or contamination arising in connection with any such use. 24) Export Control. Buyer acknowledges that all US-origin equipment, software and data ore potentially subject to US export control laws and undertakes not to divert or re-export such items from the agreed final destination except in accordance with those laws. 251 Global Sourcing. Seller may manufacture and source the Equipment and any part thereof globally in the country or countries of its choosing, provided that the Equipment complies with all the requirements specified in this Agreement. 261 Changes. All changes to the Equipment or Services shall be subject to mutual agreement via a written change order or variation, which shall only become effective once signed by both Parties. 27) Conflicts., Survival, Assignment. If there is any conflict between this Agreement a nd any written proposal or quotation provided by Seller, then the terms and conditions set forth in this Agreement shall prevail. If any term or condition of this Agreement or any accompanying terms and conditions are held invalid or illegal, then such terms and conditions shall be reformed to be made legal or valid, or deleted, but the femo ining terms and conditions shall remain in full force and effect, and this Agreement shall be interpreted and implemented in a manner which best fulfills our intended agreement. This Agreement may be assigned by Seller to any affiliate of Seller, but shall not otherwise be assigned by either Party without the other Party's prior written consent, and any assignment without such consent shall be void. 28) No third party beneficiary. Except as specifically set forth in the article entitled "Limitations anLiability°, this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement. 29) Entire Agreement. This Agreement embodies the entire agreement between Buyer and Seller and supersedes any previous documents, correspondence or agreements between them. No modification, amendment, revision, waiver, or other change shall be binding on either Party unless agreed 1n writs ng by the Party's authorized representative. Any oral ar written representation, warranty, course of dealing, of trade usage not specified herein sha11 not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of the other Party not contained in this Agreement. Ashland - Membrane Replacement GGE August 31, 2012 595616 Page 16 of 21 t ~yY ,r Wcjter & Process Technologies Seller's Warranty - ZeeWeedo Membwrie Module 2 Year Full Replacelrrent This schedule sets out the warranty with respect to Zee WeedO Membrane Modules ("Membrane Modules''). No other warranties, expressed or implied are made in connection with the sale of these products, including, without limitation, warranties as to fitness for any particular purpose or use or merchantability of these products. The warranty provided herein will be the exclusive and sole remedy of Buyer, and in no event will the Seller be liable for any special, direct, indirect or consequential damages, including, without limitation, loss of profits. This warranty is not transferable. 1 product This warranty applies to only the Membrane Modules supplied under the Contract of Sale. Membrane Module means a complete Membrane Module. This warranty does not cover air piping to the Membrane Module, permeate piping from the Membrane Module, piping connection fittings, connecting hardware and cassette frames with their associated components including but not limited to spacers, aerator tubes, aerator assemblies, screen, module dummies or module blanks. Identification: Membrane Modules are shipped by the Seller with a serial number identification which confirms their place in the cohort set of Membrane Modules covered by this Membrane Module warranty. 2 Seller ZENON Environmental Corporation is the none of the Seller and is the Seller offering this warranty. The Seller may assign this warranty to other GE affiliates. 3 Buyer Buyer means The City of Ashlond, Oregon. h project Project means either the membranes sold under this proposal ft 595616. 5 Contract of Sale Contract of Sale means the sales contract governing the sale of Membrane Module(s) for the Project between Buyer and the Seller or its GE affiliate. 6 Scope of Warranty The Seller warrants that its Membrane Module(s) will be free of defects due to faulty materials or errors in manufacturing workmanship. Regular Membrane Module inspection and normal fiber repair shall be the responsibility of Buyer. All replacement Membrane Modules will be shipped on the basis of INCOTERMS 2010 EXW GE Manufacturing facility. All ancillary costs including but not limited to bagging, boxing, crating, freight, freight insurance, applicable taxes, import duties, brokerage, receiving, forklift services, storage at site, re-attachment hardware, hose/clamp/comlock replacement, crane services, installation, fiberrepair materials, glycerin flushing, commissioning and waste disposal are the responsibility of Buyer. Full Replacement - Full Replacement means that in the case of a valid warranty claim for a Membrane Module failure, Buyer receives a replacement Membrane Module and does not pay for the value of use of the Membrane Module prior to failure. Prorated Replacement - Prorated Replacement means Buyer pays for actual use of a membrane module from which Buyer has derived value overtime. Prorated Replacement allows the Seller to pay reasonable compensation under warranty for any product use not enjoyed by Buyer due to premature failure. The ratio of Full Replacement to Prorated Replacement in this Warranty is set out in Item 8 of Section 8. Ashland - Membrane Replacement ®GE August 31, 2012 595616 Page 17 of 21 , Water fit Process Technologies J 7 Warranty Start Dote For original membranes, this membrane warranty will start on the earlier of: a. The date that ins tollation of the original Membrane mod ule(s) has been substantially completed, or b. Six months from the date of shipment of the origino I Membrane Module Is) to Buyer. For replacement or expansion membranes, this membrane warranty will start on the earlier of., o. The date of installation, or b. 1 month from the date of delivery to site. 8 Warranty Duration Total Warranty Duration: a total of 24 months composed of a Base Period and an Extended Period. Base Period with Pull Replacement: 24 months All purchasers of ZeeWeed0 Membrane Modules are entitled to this Base Period of Full Replacement warranty coverage without purchasing on extended Seller's Warranty. Extended Period with Full Replacement: o total of 0 months following the Base Period Replacement Membrane Modules ore covered by warranty only to the extent of the warranty of the original Membrane Module which has been replaced. At all events, this warranty shall, expire and be of no force or effect 24 months following the Warranty Start Date. 9 Notificotion of Claim All claims filed under this warranty shall be made in writing by Buyer within 30 days of identifying a defect. Buyer shall provide the following information: 11 A description of the defect giving rise to the claim; 21 Photographs showing the manufacturing defect; 3) The serial numberls)oftheMembrane Modulels)which isfare) the subject of the warranty claim; and 4) Operating data and repair history for the life of Membrane Modules which are the subject of a warranty claim. 10 Verification of Claim After receipt of written notification of a defect, the Seller will promptly undertake such investigations as, in the Seller's opinion, ore necessary to verify whether a defect exists. The Seller reserves the right to require additional data as necessary to validate claims. Buyer may, in the course of these investigations, be requested to return Membrane Module(s)to the Seller for examination. The Seller may also conduct reasonable tests and inspections at Buyers plant or premises. if the results of j the Investigation do not validate the defect claimed, Buyer will reimburse the Seller for all reasonable expenses associated with said investigation, including expenses for all tests, inspections, and associated travel. 11 Sutisfactionof Clalnts The Seller will have the right to satisfy claims under this warranty in a flexible manner. Such flexibility may include the repair of existing Membrane Modules or changes in operating protocols or Membrane Module replacement or by upgrading failed Membrane Modules with newer Membrane Module(s) that may embody design and efficiency improvements. Buyer consents to the supply of replacement Membrane Modules which may be of a different design than original Membrane Modules. 12 Operating Information To maintain the Membrane Module warranty, membrane system operation records from initial start-up date until claim must be maintained by Buyer and made available to the Seller upon request. Records must be provided in sufficient detail to verify uninterrupted compliance with the Seller's Operations and Maintenance Manual prepared by the Seller and supplied to Buyer as port of the Contract. At a minimum, operation data must include information on feed water quality, temperatures, flows, trans-membrane pressures, aeration rates, permeate quality, cleaning intervals, cleaning chemical concentrations, elapsed time since start-up, relevant analytical data and reporting of any screen bypass events. Ashland - Membrane Replacement OGE August 31, 2012 595616 Page 18 of 21 a Water & Process Technologies Buyer shall maintain and share access to a single reference copy in electronic form of a Membrane Module map containing the history of activity by Membrane Module. Buyer shall log its procedures performed related to a Membrane Module including relocation of Membrane Modules, repairs, replacements and any other noteworthy events. Buyer authorizes the Seller to conduct any reasonable review of operation and maintenance records or to inspect facilities where Membrane Modules are installed, upon reasonable notice to Buyer. such reviews and/or inspections ore intended to also assist the Seller and Buyer in detection of membrane system faults and to optimize the care and operation of the Membrane Modules. 13 Limitntion of Wort antie.s occurrence of any of the following as reasonably determined by the Seller will void this warranty: a. A material failure to operate the membrane system in accordance with sellers operations and Maintenance Manual supplied to Buyer as part of the Contract, including material failure to adhere to the Sellers specified Membrane Module cleaning procedures and the use of anything other than Seller-approved Membrane Module cleaning agents. b. Failure to adhere to the preventive maintenance program as presented in the Seller's Operations and Maintenance Manual. C. Failure to ensure correct operation and/or functioning of the screening equipment. d.. Introduction of destructive foreign materials into the Membrane Module tanks. Destructive foreign materials may include natural or human-rpade materials that are introduced into the membrane system influent channel or tanks originating from construction and maintenance activities or from inadequate pretreatment or from aquatic species including clams and snails or from damage to the tank or tank coating. Sand and other materials that are - naturally present in the influent will not be considered destructive foreign materials. Buyer shall be responsible to maintain correct function of the screen mechanism and to flush tanks of accumulated sand at the tank bottom. e. Failure to install and maintain operating data acquisition and electronic data transmission functions at the plant. f. Physical abuse or misuse, incorrect removal or installation of Membrane Modules by non-Seller personnel including fiber damage caused by operator error in handling of Membrane Modules or cassettes. g. Unauthorized alteration of any components or parts originally supplied by the Seller. h. Intentional damage. 14 Rt UPn Procedure In the event that the return of a Membrane M odule is required pursuant to this warranty, Buyer will first obtain o Return Goods Authorization (RGA) number from the Seller. Membrane Module(s) shipped to the Seller for warranty examination must be shipped freight prepaid. If Buyer desires temporary replacement Membrane Module(sl to replace those alleged lobe defective and returned to the Seller for warranty examination. Buyer shall be responsible for the cost associated with any such replacements until examination of the returned Membrane Modules pursuant to this warranty is complete. Any Membrane Module examined by Seller as part of a warranty claim where the Membrane Module is subsequently found to be performing as warranted or where a Membrane Module failure is not covered under the warranty will be returned to Buyer, freight collect. Ashland - Membrane Replacement @GE August 31. 2012 595616 Page 19 of 21 m Water & Process Technologies Signed Agreement Ashland and GE acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions specified in it. Offered by ZENON Environmental Corporation Accepted by The City of Ashland, Oregon _ Legal Entity: Also known as GE or Seller Legal Entity: Also known as Ashlandlor Buyer Authorized Authorized Signature By: Jim Imne Signature Title: Manager, Global Lifecycle Services Title: - Signature Signature Date: OV j-2~ Date: Signature: Signature: X x Purchase Order No: Agreement Start Dale: Upon acceptance of this proposal, please forward the following either • by Jim Imrie Jim.lmrieQge.cam email with pdf attachments or • by postal mail or • by fax Manager, Global Lifecycle Services 1) this signature page completed to: GE Water& Process Technologies 21 a hard copy of your purchase order, and 3239 Oundos Street West, 3) any required lax exemption certificates Oakville, Ontario, Canada L6M 402 Fox No.: 905 465-3050 When both signatures have been made, a scanned copy of the Agreement will be emailed with the order acknowledgement to Ashland. . oved as to Ilium I Ashland - Membrane Replacement OGE August 31, 2012 S9S616 Page 20 of 21 Attachment A ZeWteedl/, 5004 Cassette rcict 5@ieefr Water & Process Technologies Mpg a ~eeWeed'` 4 500® Cassette sazt.y~ 9 v u i a ®'1 T 4Rr rEF t- A k. 4 t f 1 ~I ,i lpj I s ~l Product um(i P Length 1 (A) Height 10 mmlin) rum (in) mm (in) linl 48.1 1.745 (68.71 Y,112183.11 2.536 199.81 2Ci 1 011 2.504198.61 20.75 738129.1) 1744164.71 , ~^~'T^•~^~ ~ {1 i 16f4s 2.141 (84.31 . r v Note: Drawing of 48M Cassette Fla.. 41 of 2w 14in. Nof permeate 1CUx. Shipping - Application Product Air Connection wa"ht• Liftingtveiyht'• i Modules 2w Modules Connection k (lb) hg 1161 1.729 1.959 - 4.064 48P1 48 24 1x 0'ven. pipe 2a3-pipe 13.812) 14.320-9.039) Msr, 16M 16 8 1 x 4- Ff4M half Gouphng 714 756-1.464 lxa FttPT half (1.5741 11.66]-3.254) 16Ms"' 16 8 2x3- F14PT half coupling coup:mg 677 1.366 _ (IA931 12.946) 64M 64 32 1x8-hats. Pipe 2r. 3' pipe 2.033 2,375-4.38/0 144831 (533]-10.09) KomMBR 20,11 20 30 11. 4'F(aPi half coupling 800 870-1.553 11S F@PT half (3.]641 11.918_ 3.53_t._ 20pi5"' 20 10 2x 3'FNPT half coupling coupbng 754 1.509 11.6621 13.327) • Crated with nrodmum nun47er of modules varies with number of modules, module cudoce oreo and soLds accumulation 1GMs and 2rrMs are intended for lelroft application!., a version vnh a 1 x 4- Fl-IPT pelmeole connection is ovoJob'e as o ausarn order _ ZENON Membrane solution: Global Headquarters CcA-Oi% Onlaria. Canada ne"v',e. PA ~1-993-c6~a3U -1-215-355-3i-0 ' Ea s.. : -~:O.4t.lrGi E'4:Ir: UT-:r/. A'I ni<::IP:Ir•t'1 •ir[:a+r..<!C4r.rro!i..4~CG'41='frn:i lvr4y.;: rtain<i-r m..e«: ,r 1. 1 -r Page CITY RECORDER CITY OF ASHLAND DATE PO NUMBER 20 E MAIN ST. 11/28/2012 11313 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 012643 SHIP TO: Ashland Public Works GE - ZENON ENVIRONMENTAL CORP, GE WATEI (541) 488-5587 14506 COLLECTIONS CENTER DRIVE 51 WINBURN WAY CHICAGO, IL 60693 ASHLAND, OR 97520 FOB Point: Req. No.: Terms: Net Dept.: Req. Del. Date: Contact: David Gies Special Inst: Confirming? NO Quantity Unit Description Unit Price Ext. Price _ Membrane Replacement Modules 864,540.00. Per attached aqreement (see paqe 10) ' Option 2 - 320 ZeeWeed 500d Modules Includes freight to Ashland, OR Special Procurement Approved by Council November 6, 2012 SUBTOTAL 864 540.00 BILL To: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00' 541-552-2010 TOTAL 864,540.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 675.08.19.00.70420 778 086.00 E 675.08.38.00.70420 86 454.00 VENDORCOPY Authorized gnature FORM #3 CITY OF ASHLAND REQUISITION Date of request: Required date for delivery: Vendor Name tL ~/+i~Ci' ~0"~lf`Sp3rGw^/ ;rs - ~'c c~~tr Address, City, State, Zip Contact Name & Telephone Number Fax Number SOURCING METHOD ❑ Exemntfrom Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written uote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract # ❑ Verbaltwritten quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other govemment agency contract $5,000 to $100.000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes attached Saecial Procurement Contract # PERSONAL SERVICES ❑ Form #9. Request for Approval IntergovernmentalAnreement $5.000 to $75,000 ❑ Written quote or proposal attached ❑ Agency ❑ Less than $35,000, by direct appointment Date approved by Council: Date original contract approved by Council: ❑ 3) Written proposals attached Valid until: Date (Date) Description of SERVICES Total Cost Item # Quantity Unit Description of MATERIALS Unit Price Total Cost { ❑ Per attached quote/proposal - TOSAL COS . Project Number Account Account Number Account Numbe '!i4)-''''Y V '/,,700 `Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. 1\ Fz,/ lT Director in collaboration with department to approve all hardware and software purchases: ITDirector Date Support -Yes/No By signing this requisition form, t certify that the City's public contracting requirem is have been satisfied. Employee Signature: /~GiE1r7 c5( Department Head Signature Additional signatures (if applicable): (Equal to ongreaterthan $5,000) Funds appropriated for current fiscal yeas :YES'/ NO X-~° . Z,/ Finance Director-(Equal toorgre erthan$5,000) Date' Comments: Form #3 - Requisition