HomeMy WebLinkAbout2024-021 Agrmt - Zenon Environmental CorporationFORM #3
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REQUISITION
CITY OF
-ASHLAND
Date of request: 01/10/2024
Required date for delivery: 0111012024
Vendor Name Zenon Environmental Corporation
Address, City, State, Zip 3239 Dundas Street West, Oakville, Ontario L6M 4B2 Canada
Contact Name & Telephone Number Jason Diamond - (905) 399-7055
Email address
jason.diamond@veolia.com
SOURCING METHOD
❑ Exempt from Competitive Bidding
❑ Invitation to Bid
Date approved by Council:
❑ Emergency
❑ Form #13, Written firdings and Authorization
❑ Reason for exemption:
❑ AMC 2.50
_(Attach copy of council communication)
❑ Written quote or proposal attached
❑ Written quote or proposal attached
If council approval required, attach copy of CC
❑ Small Procurement
❑ Request for Proposal
Cooperative Procurement
Not exceeding $5,000
Date approved by Council:
❑ State of Oregon
❑ Direct Award
_(Attach copy of council communication)
Contract #
❑ VerballWriften bid(s) or proposal(s)
❑ Request for Qualifications (Public Works)
❑ State of Washington
Date approved by Council:
Contract If
Attach copy of council communication
❑ Other government agency contract
Agency
Intermediate Procurement
❑ Sole Source
GOODS & SERVICES
OF Applicable Form (#5, 6, 7 or 8)
Contract #
Greater than $5,000 and less than $100,000
❑ Written quote or proposal attached
❑ Form A, Personal Services $5K to $75K
Intergovemmental Agreement
Agency
❑ (3) Written bids & solicitation attached
PERSONAL SERVICES
Date approved by Council: 12/5.23
❑ Annual cost to City does not exceed $25,000.
Greater than $5,000 and less than $75,000
Valid until: Date
Agreement approved by Legal and approved/signed by
❑ Less than $35,000, by direct appointment
City Administrator. AMC 2.50.070(4)
0 Special Procurement
❑ (3) Written proposals & solicitation attached
❑ Form #9, Request for Approval
❑ Annual cost to City exceeds $25,000, Council
❑ Form #4, Personal Services $5K to $75K
❑ Written quote or proposal attached
approval required. (Attach copy of council communication)
Date approved by Council:
Valid until: Date
Description of SERVICES Total Cost
s 1.500.820.00
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
1
1
ZW500D's Membrane filters, Equipment, Freight & Labor
1,500,820.00
❑ Per attached quotelproposal
Project Number _ _ _ _ _ _ - _ _ _ Account Number u e 1 0 0 0 . r 0 3 0 0 0
TOTAL COST
1,500,820.00
Account Number Account Number
'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support -Yes / No
By signing this requisition form, I certify that the CiiVs public contracting requirements have been satisfied.
Employee: (?114� Department Head: 1,11.2-4
�Z�
aterthan $5,000)
Department Manager/Supervisor: City Manager:
(Equa oorgreaterlhan$35,000)
Funds appropriated for current fiscal year: YES / NO
Finance Director- (Equal to or greater than $5,000) Date
Comments:
Form #3 - Requisition
(j)VEOLIA
Veolia Water Technologies & Solutions
Order Confirmation Center
3239 Dundas Street West
Oakville, Ontario, Canada L6M 4B2
NEW: nam.service.pocentral.wts@veolia.com
March 22, 2024
Via email: Tamixampos@ashland.or.us
Tami Campos
City of Ashland
20 East Main Street
Ashland, OR 97520
Subject: Ashland - Goods & Services Contract Agreement Acceptance
Dear Ms. Campos,
ZENON Environmental Corporation is pleased to acknowledge the acceptance of your above
referenced Goods & Services Contract Agreement.
Attached is a copy of the accepted Signed Agreement and proposal your records. If you could please
counter -sign as indicated on page 6, advise purchase order number and return one copy to our
attention via e-mail.
Steven Shuker has been assigned as your Veolia Project Manager. He will be contacting you shortly
to provide details of your order and to develop a final project schedule.
We greatly appreciate your business. Our measure of success is how well we deliver solutions that
help our customers meet their critical business objectives. We are glad to have an opportunity to
demonstrate this for City of Ashland.
Sincerely,
Kelly Rosbrook
Order Confirmation Center
"v J.veoha.corn
GOODS AND SERVICES AGREEMENT (GREATER THAN $35,000)
CONTRACTOR: Zenon Environmental Corporation
CITY OF CONTACT: Jason Diamond
-ASHLAND
20 East Main Street ADDRESS: 3600 Horizon Blvd. Trevose, PA 19053PHONE: 905-
Ashland, Oregon 97520 399-7055
Telephone: 541 /488-5587
Fax:541/488-6006 EMAIL: jason.diamond@veolia.com
This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of
Ashland, an Oregon municipal corporation (hereinafter "City") and Zenon Environmental Corporation,
(hereinafter "Contractor"), for Replacement of Two Membrane Filter trains at the Wastewater Treatment Plant.
1. CONTRACTOR'S OBLIGATIONS
1.1 Provide Replacement of Two Membrane Filter trains at the Wastewater Treatment Plant as set forth in
the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein.
Contractor expressly acknowledges that time is of importance for the membrane delivery date set forth
in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be
authorized except in the same manner as herein provided for authority to exceed the maximum
compensation. The goods and services defined and described in the "SUPPORTING DOCUMENTS"
shall hereinafter be collectively referred to as "Work."
1.2 Contractor shall obtain and maintain during the term of this Agreement and until City's final acceptance
of all Work received hereunder, a policy or policies of liability insurance including commercial general
liability insurance with a combined single limit, or the equivalent, of $2,000,000 (two million dollars)
per occurrence for Bodily Injury and Property Damage.
1.2.1 The insurance required in this Article shall include the following coverages:
• Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and products/completed operations coverage; and
• Automobile Liability; and
• Workers' Compensation.
1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and
shall:
• List as additional insured "the City of Ashland, Oregon, its officers, agents and employees"
with respect to claims arising out of the provision of Work under this Agreement;
• Apply as primary coverage for each additional insured;
• Contractor shall immediately notify the City of any change in insurance coverage.
Page 1 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation
Contractor shall supply a certificate of insw ce complying with the terms of this agreement by
the Effective Date of this Agreement; and
Be evidenced by a certificate of insurance.
1.3 Contractor shall, at its own expense, maintain Worker's Compensation Insurance in compliance with
ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of
its subject workers. As evidence of the insurance required by this Agreement, the Contractor shall furnish
an acceptable insurance certificate prior to commencing any Work.
1.4 Contractor agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status,
familial status or domestic partnership, national origin, age, mental or physical disability, sexual
orientation, gender identity or source of income, suffer discrimination in the performance of this
Agreement when employed by Contractor. Contractor agrees to comply with all applicable requirements
of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor agrees
not to discriminate against a disadvantaged business enterprise, minority -owned business, woman- owned
business, a business that a service -disabled veteran owns or an emerging small business enterprise certified
under ORS 200.055, in awarding subcontracts as required by ORS 279A. 110.
1.5 In all solicitations either by competitive bidding or negotiation made by Contractor for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each potential
subcontractor or supplier shall be notified by the Contractors of the Contractor's;obligations under this
Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws.
1.6 Living Wage Requirements: If the amount of this Agreement is $25,335.05 or more, Contractor is
required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined
in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who
performs 50% or more of the Work under this Agreement. Contractor is also required to post the notice
attached hereto as "Exhibit A" predominantly in areas where it will be seen by all employees.
2. CITY'S OBLIGATIONS
2.1 City shall pay Contractor the sum of $1,500,820.00 (one million five hundred thousand eight hundred
twenty thousand US dollars) as provided herein as full compensation for the Work as specified in the
SUPPORTING DOCUMENTS.
2.2 In no event shall Contractor's total of all compensation and reimbursement under this Agreement exceed
the sum of $1,500,820.00 (one million five hundred thousand eight hundred twenty thousand US dollars)
without express, written approval from the City official whose signature appears below, or such official's
successor in office. Contractor expressly acknowledges that no other person has authority to order or
authorize additional Work which would cause this maximum sum to be exceeded and that any
authorization from the responsible official must be in writing. Contractor further acknowledges that any
Work delivered or expenses incurred without authorization as provided herein is done at Contractor's
own risk and as a volunteer without expectation of compensation or reimbursement.
3. GENERAL PROVISIONS
3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from
Contractor and is free to procure similar types of goods and services from other Contractors in its sole
discretion.
3.2 Contractor is an independent contractor and not an employee or agent of the City for any purpose.
Page 2 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation
3.3 Contractor is not entitled to, and expressly waives all claims to City benefits such as health and disability
insurance, paid leave, and retirement.
3.4 Contractor shall not assign this Agreement or subcontract any portion of the Work to be provided
hereunder without the prior written consent of the City, such consent not to be unreasonably withheld.
Any attempted assignment or subcontract without written consent of the City shall be void. Contractor
shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons
employed by them, and the approval by the City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and the City.
3.5 This Agreement embodies the full and complete understanding of the parties respecting the subject
matter hereof. It supersedes all prior agreements, negotiations, and representations between the parties,
whether written or oral.
3.6 This Agreement may be amended only by written instrument executed with the same formalities as this
Agreement.
3.7 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement:
ORS 279B.220, 279B.230 and 279B.235.
3.8 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws
principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the
Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court,
in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party
expressly waives any and all rights to maintain an action under this Agreement in any other venue, and
expressly consents that, upon motion of the other party, any case may be dismissed or its venue
transferred, as appropriate, so as to effectuate this choice of venue.
3.9 Contractor shall defend, save, hold harmless and indemnify the City and its officers, employees and
agents from and against claims for physical damage to third party property or injury to persons,
including death, to the extent caused by the negligence of Contractor or its officers, agents, employees,
and/or assigns while engaged in activities under this Agreement. City shall likewise indemnify and hold
harmless Contractor from claims for physical damage to third party property or injury to persons,
including death, to the extent caused by the negligence of the City, its officers, agents, employees,
and/or assigns. In the event such damage or injury is caused by the joint or concurrent negligence of
Contractor and City, the loss shall be borne by each Party in proportion to its negligence. For the
purposes of this article (i) "Third party" shall not include City or any subsequent owner of the
Equipment, their subsidiaries, parents, affiliates, agents, successors or assigns including any operation
or maintenance contractor, or their insurer; and (ii) no portion of the Equipment is "third party
property"..
3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the
other's officers, employees or agents.
3.11 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,
such provision shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the
intent of Contractor and the City set forth in this Agreement.
Page 3 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation
3.12 Deliveries will be DDP Ashland WWTP, 1295 Oak Street, Ashland, OR, USA or other named place of
destination (Incoterms 2020). Contractor shall pay all transportation and handling charges for the Goods.
Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods
by the City. Contractor remains liable for warranties.
3.13 The City may inspect and test the Goods. The City may reject non -conforming Goods and require
Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor
does not cure any defects within a reasonable time, the City may reject the Goods and cancel this
Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its
rights under the Uniform Commercial Code, ORS Chapter 72 (UCC).
3.14 Contractor represents and warrants that the Goods are new, current, and fully warranted by the
manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from
defects in labor, material and manufacture. Contractor shall transfer all warranties to the City.
4. SUPPORTING DOCUMENTS
4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are
collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:"
• The Contractor's complete written Proposal Number 531996-3 dated 3/14/2024.
4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually
complimentary and supplementary wherever possible. In the event of a conflict which cannot be so
resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of
the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the
SUPPORTING DOCUMENTS, the several supporting documents shall be given precedence in the order
listed in Article 4.1.
5. REMEDIES
5.1 In the event Contractor is in default of this Agreement, City may, at its option, pursue any or all of the
remedies available to it under this Agreement and at law or in equity, including, but not limited to:
5.1.1 Termination of this Agreement;
5.1.2 Withholding all monies due for the Work that Contractor has failed to deliver within any scheduled
completion dates or any Work that have been delivered inadequately or defectively;
5.1.3 Initiation of an action or proceeding for specific performance, or declaratory or injunctive relief;
5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent, and City may pursue
any remedy or remedies singly, collectively, successively or in any order whatsoever.
5.2 Should Contractor be in default of this Agreement, in no event shall City be liable to Contractor for any
expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to
Contractor exceed the amount due, Contractor shall pay immediately any excess to City. upon written
demand provided.
6. TERM AND TERMINATION
6.1 Term
Page 4 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation
This Agreement shall be effective from the date of execution on behalf of the City as set forth below
(the "Effective Date"), and shall continue in full force and effect until December 31, 2025, unless sooner
terminated as provided in Subsection 6.2.
6.2 Termination
6.2.1 The City and Contractor may terminate this Agreement by mutual agreement at any time.
6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement
for any reason deemed appropriate in its sole discretion. Upon the termination of this Agreement
by City, City shall pay to Contractor (a) the portion of the Agreement price allocable to
Equipment completed, and (b) amounts for Services performed before the effective date of
termination.
6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior
written notice if the cause is not cured within that fourteen (14) day period after written notice.
Such termination is in addition to and not in lieu of any other remedy at law or equity.
7. NOTICE
Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in
writing to the other party either electronically via email, by personal delivery, by sending via a reputable
commercial overnight courier, or by mailing using registered or certified United States mail, return receipt
requested, postage prepaid, to the address set forth below:
If to the City:
City of Ashland — Public Works Department
Attn: Chance Metcalf
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5587
With a copy to:
City of Ashland — Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5350
If to Contractor:
Zenon Environmental Corporation
Attn: Jason Diamond Oason.diamond@veolia.com)
3239 Dundas Street West, Oakville, Ontario L6M 4B2 Canada
8. WAIVER OF BREACH
One or more waivers or failures to object by either party to the other's breach of any provision, term, condition,
or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach, whether
or not of the same nature.
9. CONTRACTOR'S COMPLIANCE WITH TAX LAWS
9.1 Contractor represents and certifies to the City that:
9.1.1 Contractor shall, throughout the term of this Agreement, including any extensions hereof, comply
with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
Page 5 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation
(ii) Any tax provisions imposed by apolitical subdivision of the State of Oregon applicable to
Contractor; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.1.2 Contractor further certifies that contractor is not in violation of any Oregon tax laws referenced in
ORS 305.380(4).
9.2 Contractor's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of
any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further,
any violation of Contractor's assertion, as set forth in this Article 9, shall constitute a. material breach of this
Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and any
other relief available under this Agreement, at law, or in equity.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized
representatives as of the dates set forth below.
CITY OF ASHLAND:
By:
Signature
Sabrina Cotta
Printed Name
Interim City Manager
Title
0.3/26/2024
Date
Purchase Order No.
Edits approved, 3.18.24 ^
Carmel Zahran, Assistant City Attorney (mil
Zenon Environmental Corporation
r
By:
Signature
Edana Essa
Printed Name
Contracts Manager
Title
03.20.2024
Date
(W-9 is to be submitted with this signed Agreement)
Page 6 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation
ACOR" CERTIFICATE OF LIABILITY INSURANCE
CERTIFICATE
DATE
(/2024
l��
3/
0212024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
CONTACT _
NAME:
MARSH USA, LLC.
PHONE
155 N. WACKER, SUITE 1200
aC No :
E-MAIL
ADDRESS:
Chicago, IL 60661
Attn: Veolia.CertRequest@marsh.com I Fax: 212-948-5053
INSURERS AFFORDING COVERAGE
NAIC #
INSURER A: Everest National Insurance Company
10120
ZENEC Trevos
INSURED ZENON Environmental Corporation
INSURER B: Everest Premier Insurance Company
16045
INSURER C: ACE Propedy and CasualtyInsurance Company20699
3600 Horizon Blvd
INSURER D :
Trevose, PA 19053-6742
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: CHI-010567197-01 REVISION NUMBER: 7
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
SUER
NUMBER
POLICPOLICY
MM/DDY EFF
POLICY MWDD EXP
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
RM5GL00068-241
01/01/2024
01/01/2025
EACH OCCURRENCE
$ 10,000,000
CLAIMS -MADE X❑ OCCUR
A Al TO RENED
M S
PREES Ea ocou ence
$ 1,000,000
MED EXP (Any one person)
$ 10,000
PERSONAL & ADV INJURY
$ 10,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
GENERALAGGREGATE
$ 25,000,000
POLICY JECOT- LOC
X
PRODUCTS -COMP/OP AGG
$ 10,000,000
$
OTHER:
A
AUTOMOBILE
LIABILITY
RM5CA00066-241(AOS)
01/01/2024
01/01/2025
COMBINED SINGLE LIMIT
Ea accident
$ 10,000,000
X
BODILY INJURY (Per person)
$
A
ANY AUTO
RM5CA00065-241 (MA)
01/01/2024
01/01/2025
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
Par accident
$
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
C
X
UMBRELLA LIAB
X
OCCUR
XEU G27927865 009
01/01/2024
01/01/2025
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
$ 1,000,000
EXCESS LIAB
CLAIMS -MADE
DED RETENTION $
$
_
B
B
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE Y/ N
OFFICER/MEMBER EXCLUDED? N�
(Mandatory in NH)
N /A
RM5WC00092-241 ADS
( )
RM5WC00094-241 (FL, ME, NJ)
RM5W000095-241 (WI, MA)
01/01/2024
01/01/2024
01/01/2024
01/01/2025
01/01/2025
01/01/2025
PER orH-
X STATUTE ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE -EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
If es, describe under
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
RE: Municipal Membrane ReplacementVeolia Proposal Number 531996, dated 19 December 2023
the City of Ashland, Oregon, its officers, agents and employees are included as additional insured (except as respects all coverage afforded by workers' compensation) where required by written contract but only
for liability arising out of the operations of the named insured. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured
and where required by written contract.
CERTIFICATE HOLDER CANCELLATION
City of Ashland
20 East Main Street
Ashland 97520
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
@ 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
9
Request for Taxpayer
Give Form to the
Form
(Rev. October2018)
Identification Number and Certification
requester. Do not
Department of the Treasury
send to the IRS.
Internal Revenue Service
► Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Zenon Environmental Corporation
2 Business name/disregarded entity name, if different from above
co
CD
Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
Ca
following seven boxes.
certain entities, not individuals; see
a
p
❑ Individual/sole proprietor or ❑✓ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusVestate
instructions on page 3):
aiIA
single -member LLC
Exempt payee code (if any) 5
�
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
o «
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
N
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
LLC that is disregarded from
code if an
( y)
a Uanother
not the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
w
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
v
❑ Other (see instructions) ►
(Applies to accounts m intalned outside the U.S.)
y5
Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional)
T)
3600 Horizon Blvd.
6 City, state, and ZIP code
Trevose, PA 19053
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
Social security number
backup withholding. For individuals, this is generally your social security number (S. However, fora
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
_ m -
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later.
or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter. (—
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
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Cat. No. 10231X Form W-9 (Rev. 10-2018)
Q VEOLIA
Membrane Replacement Proposal
City of Ashland,
Date:
March 14, 2024
To:
No. of Pages:
32 including cover
referred to here as Ashland or Buyer
Attention:
Ben Russell
Email:
ben. russell(cDashland.or. us
Plant
1295 Oak Street,
Address:
Ashland, OR 97520 USA
Telephone No.:
541 5522335
Jason Diamond
Email:
iason.diamond(a)veolia.com
From:
Regional Lifecycle Manager
Cell No.:
905 399 7055
Western USA
CC:
Shawn Clark (APSCO)
Membrane replacement for trains 3 & 4 and
Proposal No.:
531996-3
Subject:
four train ejector upgrade 1 P9
Original Project No.:
500127
Please provide corrections if inaccurate
City of Ashland Wastewater Treatment Plant
ZW500 tertiary treatment:
Plant
Trains 1 & 2 — 8 x ZW500Ds 20/20M cassettes with 350ftz membranes + 2 x
Data:
ZW500C 26M cassettes with 220ft2 membranes.
Trains 3 & 4 — 10 x ZW500C 26/26M cassettes with 220ft2 membranes.
Initial substantial completion date: October 17, 2002
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 1 of 32
QVEOLIA
Proposal Provisos
This proposal has been issued based on the information provided by the customer and on information currently available to Veolia
Water Technologies & Solutions 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 (EH&S) conditions, changes
in the reissued state/provincial disposal system permit, 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 pricing, guarantees, quoted specifications, or terms and conditions.
Confidential and Proprietary Information
The enclosed materials are considered proprietary property of Veolia Water Technologies & Solutions (Veolia). No assignments,
either implied or expressed, of intellectual property rights, data, know how, trade secrets or licenses of use thereof are given. All
information is provided exclusively to the addressee and agents of the addressee for the purposes of evaluation and is not to be
reproduced or divulged to other parties, nor used for manufacture or other means, without the express written consent of Veolia. The
acceptance of this document will be construed as an acceptance of the foregoing.
Trademarks
The following are trademarks of Veolia Water Technologies & Solutions and may be registered in one or more countries:
+100, ABMet, Absolute.Z, Absolute.Za, AccuSensor, AccuTrak, AccuTrak PLUS, ActNow, Acufeed, ALGAECAP, AmmCycle, Apogee,
APPLICATIONS ATLAS, AquaFloc, AquaMax, Aquamite, Aquaplex, AquaSel, Aquatrex, Argo Analyzer, AutoSDI, BENCHMARK, Betz,
BetzDearborn, BEV Rite, BioHealth, BioMate, BioPlus, BIOSCAN, Bio-Trot, Butaclean, Certified Plus, CheckPoint, Chem Feed,
ChemSensor, ChemSure, CHEX, CleanBlade, CLOROMAT, CoalPlus, COMP -METER, COMP -RATE, COMS (Crude Overhead
Monitoring System), Continuum, CopperTrol, CorrShield, CorTrol, Custom Clean, Custom Flo, Cyto3, DataGuard, DataPlus, DataPro,
De:Odor, DELTAFLOW, DEOX, DeposiTrol, Desal, Dianodic, Dimetallic, Dispatch Restore, Durasan, DuraSlick, Durasolv, Duratherm,
DusTreat, E-Cell, E-Cellerator, ELECTROMAT, Embreak, EndCor, EXACT, FACT -FINDER, Feedwater First, Ferrameen, Ferroquest,
FilterMate, Fleet View, FloGard, Flotrex, Flotronics, FoamTrol, FoodPro, Fore4Sight, ForeSight, FRONTIER, FS CLEAN FLOW,
FuelSoly, Full -Fit, G.T.M., GenGard, GEWaterSource, Glegg, Heat -Rate Pro, High Flow Z, HPC, HPD Process, HyperSperse, Hypure,
Hytrex, InfoCalc, InfoScan, InfoTrac, InnovOx, InSight, IONICS, IONICS EDR 2020, IPER (Integrated Pump & Energy Recovery),
iService, ISR (Integrated Solutions for Refining), JelCleer, KlarAid, Kleen, LayUp, Leak Trac, Leakwise, LEAPmbr, LEAPprimary,
Learning Source, LOGIX, LoSALT, M-PAK, MACarrier, Mace, Max -Amine, MegaFlo, Membrex, MemChem, Memtrex, MerCURxE,
MetClear, MiniWizard, MK-3, MOBILEFLOW, MobileRO, Modular Pro, ModuleTrac, MonitAll, Monitor, Monitor Plus, Monsal, MP-MBR,
MULTIFLOW, Muni.Z, NEWater, NGC (Next Generation Cassette), Novus, NTBC (Non Thermal Brine Concentrator), OptiGuard,
OptiSperse, OptiTherm, Osmo, Osmo PRO, Osmo Titan, Osmonics, Pacesetter, Pacesetter, Petroflo, Petromeen, pHlimPLUS,
PICOPORE, PlantGuard, PolyFloc, PowerTreat, Predator, PRO E-Cell, Pro Elite, ProCare, Procera, ProChem, Proof Not Promises,
ProPAK, ProShield, ProSoly, ProSweet, Purtrex, QSO (Quality System Optimization), QuickShip, RCC, RE:Sep, Rec-Oil, Recurrent,
RediFeed, ReNEW, Renewell, Return on Environment, RMS (Rackless Modular System), ROSave.Z, SalesEdge, ScaleTrol, Sea PAK,
SeaPRO, SeaSMART, Seasoft, SeaTECH, Selex, Sensicore, Sentinel, Sepa, Sevenbore, Shield, SIDTECH, SIEVERS, SmartScan,
SoliSep, SolSet, Solus, Spec -Aid, Spectrus, SPLASH, Steamate, SteriSafe, Styrex, SUCROSOFT, SUCROTEST, Super Westchar,
SuperStar, TFM (Thin Film Membrane), Therminator, Thermoflo, Titan RO, TLC, Tonkaflo, TraveLab, Trend, TruAir, TrueSense,
TurboFlo, Turboline, Ultrafilic, UsedtoUseful, Vape-Sorber, VeriFeed, VersaFlo, Versamate, VICI (Virtual Intelligent Communication
Interface), V-Star, WasteWizard, WATER FOR THE WORLD, Water Island, Water -Energy Nexus Game, WaterGenie, WaterNODE,
WaterNOW, WaterPOINT, WellPro.Z, XPleat, YieldUp, Z-BOX, Z-MOD, Z-PAK, Z-POD, ZCore, ZeeBlok, ZeeLung, ZeeWeed, ZENON,
and Z.Plex.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 2 of 32
C)VEOLIA
Table of Contents
1 Introduction................................................................................................................... 4
2 Veolia Scope & Price....................................................................................................4
3
Material Description......................................................................................................6
3.1
Membrane Modules..................................................................................................6
3.2
Cassettes..................................................................................................................6
3.3
Cassette Hanger Arms..............................................................................................6
3.4
Cassette Spool Components.....................................................................................6
3.5
Consumables............................................................................................................6
4
Ejector Upgrade............................................................................................................7
4.1
Ejector System Limitations........................................................................................7
5
Delivery.........................................................................................................................7
6
Veolia Support..............................................................................................................9
6.1
Off -Site Support........................................................................................................
9
6.1.1
Membranes.........................................................................................................
9
6.1.2
Ejector Upgrade..................................................................................................9
6.2
On -Site Technical Services.......................................................................................9
6.2.1
Standard For All Work Scope............................................................................10
7
ZeeWeed Configuration..............................................................................................11
8
Scope - Ashland..........................................................................................................11
8.1
Installation Preparation...........................................................................................11
8.2
Installation...............................................................................................................12
9
Solution Design Notes................................................................................................13
9.1
Permits...................................................................................................................13
9.2
Maintenance Notes for Replacement Membranes...................................................14
9.3
Technical................................................................................................................15
10
Health & Safety...........................................................................................................16
11
ZeeWeed Membrane Module Standard Warranty.....................................................16
12
Terms and Conditions of Sale...................................................................................19
13
Signed Agreement......................................................................................................22
Attachment A Air Ejector Fact Sheet....................................................................................23
Attachment B Air Ejector P&ID..............................................................................................24
Attachment C Veolia Standard Terms and Conditions........................................................25
Attachment D ZENON Environmental Corporation W9........................................................31
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 3 of 32
(DVEOLIA
1 Introduction
Veolia Water Technologies & Solutions is pleased to present this proposal at the request of City of
Ashland to provide membrane modules and cassettes to replace two ZW500C trains (trains 3 & 4) at
the City of Ashland Wastewater Treatment Plant (WWTP).
With the membrane replacement, Veolia has also provided pricing for an ejector upgrade.
Veolia is a proven leader in delivering tangible value to our clients over the life of the plant. Our
measure of success is how well we deliver solutions that help our clients meet their critical business
objectives.
Through long -acquired technical experience, Veolia has clearly distinguished itself from other
membrane manufacturers. A mature service culture and deep technical expertise are ready to serve
and support Ashland through this next membrane lifecycle.
2 Veolia Scope & Price
Veolia's scope includes the material and services outlined in the table below. The sections that follow
provide additional detail regarding each scope item.
Item Description
Part #
Quantity
Price
ZW500Ds 20/20M cassette with 350ft2 membrane
3144414
20
modules, section 3.1 & 3.2
2-year full replacement membrane warranty,
incl.
section 11
Hanger arms and hardware, section 3.3
20 sets
1,336,503
Cassette spools (permeate & aeration), section
20 sets
3.4
Consumables, section 3.5
lot
Air ejector assembly
3178079
4
12,572
Off -site support, programming/controls, drawing
incl.
49,600
updates, project management, section 6.1
International shipment, fees and duties, section 5
incl.
79,045
Freight, DDP City of Ashland WWTP, section 5
3095534
incl.
Material, off -site labor, delivery
Sub -total
1,477,720
On -site support, 1 FSR, 10 x 10-hr days on -site
135491
1 visit
23,100
plus travel & living, section 6.2
On -site support
Sub -total
23,100
All figures are in USD and exclude taxes, which will be
Total
applied at the time of invoicing. Please make purchase
Price
1,500,820
order to ZENON Environmental Corporation.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 4 of 32
(DVEOLIA
Proposal Notes:
o Veolia would like to note that under the current exceptional circumstances across global supply
chains and logistics networks, Veolia may not be in a position to guarantee and comply with the
planned schedule for product / project delivery or performance. Veolia reserves the right to
modify the schedule / contract accordingly. Veolia will promptly inform you of any changes which
may impact the contract or the project.
o Price Review. Notwithstanding the terms set forth herein or of any agreement or acceptance of
Seller's quotation, Seller reserves the right at any time and from time to time by notice in writing
to the Buyer to (a) determine periodic price reviews based on Goods' raw material increase
arising from currency devaluations (b) increase Prices (or impose temporary price adjustments)
based on increases in the cost of base components for the Goods or Services provided, where
the increase is due to increased global demand, limited supply, temporary product shortages,
allocation of supply, or such other similar inflationary pressures; and (c ) impose a surcharge
equal to any increase in the cost of the Goods or Services as a result of a modification of
exchange rates, duties, taxes or other levies imposed by public authorities.
o Veolia's proposed price for ZeeWeed membranes is subject to adjustment between the period
from the expiry of the proposal validity up to shipment of membranes according to upward
changes in the following indices:
o 40%: PPI Industry Index for Hungary: LINK to Industry Index
o 60%: PPI Chemical Industry for European Union: LINK to EU Chemical PPI
In the event that either index becomes unavailable, a suitable equivalent replacement index will
be agreed between the parties. The buyer has the right to request that the supplier supports any
price increase with market pricing data, within the bounds of commercial confidentiality.
o Shipment/Collection Delays: The membrane sale will be subject to price adjustment if not
collected within 1 month of Readiness for Shipment. After the one month of Readiness for
Shipment if Purchaser does not send his agreement to receive or collects the membranes
(depending on Incoterms), Seller is entitled to reallocate the membranes to another customer.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 5 of 32
QVEOLIA
Invoicing Schedule
,.Sub -Total
Materials and Off -Site Support Invoicing
An invoice will be issued upon acceptance by Veolia of customer
purchase order. Approximate percent calculation based on the
material, off -site labor, delivery sub -total of the purchase order.
30%
Shipment of membranes is contingent on receipt of this initial
milestone payment.
An invoice for the balance of the material, off -site labor, delivery
sub -total will be issued when membrane module shipping documents
70%
are supplied to the carrier.
On -Site Support Invoicing
A final invoice for the on -site support sub -total will be issued upon
100%
completion of installation.
3 Material Description
The following materials are provided within Veolia's scope of supply.
3.1 Membrane Modules
400 x ZeeWeed 500Ds 350ft' membrane modules.
3.2 Cassettes
20 x ZeeWeed 500Ds 20/20M cassettes.
Note: membranes from section 3.1 will be factory installed in the above cassettes, 20 membranes
per cassette.
3.3 Cassette Hanger Arms
40 hanger arms and associated hardware (2 hanger arms required per cassette).
3.4 Cassette Spool Components
20 sets of cassette spool components for both aeration and permeate spools (includes camlocks,
PVC pipe, elbows, hose clamps, etc.).
Note: cassette spool components do not include hose or fittings at the header end of the spools, as
these items are considered to be available at site.
3.5 Consumables
o 1 x o-ring lubricant;
o 4 x anti -seize lubricant (food grade).
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 6 of 32
(DVEOLIA
4 Ejector Upgrade
Veolia current standard system for entrained air removal from the permeate collection piping can be
used to upgrade the existing vacuum pumps used on the ZeeWeed Membrane system. This new
system uses an ejector mechanism to create a vacuum through a venturi process utilizing
compressed air, see Attachment A and Attachment B for additional details. There are many
advantages in using this system.
o A vacuum is created by a device that has no local moving parts with the exception of a solenoid
valve that is used to turn the vacuum on and off.
o When compared to typical vacuum pumps, this new system results in lower operation (energy)
costs, less maintenance, reduced noise and a simplified process.
o One ejector is installed on each train, reducing reliance on common equipment for plant
operation.
When using the ejector system, the vacuum is not continually on and is only activated when a train is
starting up, after a backpulse, or after a membrane integrity test (MIT). By having the vacuum only
active during these periods, less compressed air is used, lowering the demand on the air
compressors. Typically, this additional demand is not large enough to require a new air compressor.
Ejectors can be used in conjunction with the existing vacuum pumps. The ejectors would become the
primary vacuum system and the existing vacuum pumps would be left in place and used as a
backup. The ability of ejectors to be used in place of the vacuum pumps is site specific and cannot
be guaranteed under low TMP conditions. Code changes and valves can be used to switch between
the systems as needed.
4.1 Ejector System Limitations
While the ejector system does offer many advantages over vacuum pumps there are some
limitations to its operation to be noted in advance:
o The ejector system does not operate continuously. In some systems, the air may begin to collect
in the air separator during the production cycle, and eventually cause the permeate pumps to
lose prime.
o The ejector system is not able to create a full vacuum. With systems operating at low TMP the
ejectors may not have enough strength to operate effectively.
o The ejector system works most effectively in plants with no air separators. The ejectors can have
difficulty removing the large volumes of air that may collect in an air separator.
o Altitude and other site -specific factors may also have a negative impact on performance of an
ejector system.
5 Delivery
o Freight
o DDP - Delivery will be by standard ocean/ground on the basis of DDP Ashland WWTP, 1295
Oak Street, Ashland, OR, USA or other named place of destination; Incoterms 2020. DDP =
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 7 of 32
QVEOLIA
delivery duty paid. Partial shipments will be acceptable unless otherwise specified. Where
delivery cannot be accepted at this destination, Ashland shall specify an alternate, equivalent
destination without delay.
Due to varying origins and availability, non -membrane items included in this proposal may be
shipped separately from the membranes. Should separate shipments be required, where
possible, Veolia will strive to provide these items on or before the delivery of the membranes.
o Title & Risk - Title and risk of loss or damage to membrane modules, cassette frames,
ejector assemblies, hardware and crating shall pass to Ashland upon delivery at the named
place of destination.
o International Shipment, Fees, and Duties
o Origin - Delivery of ZeeWeed membranes originates from the Veolia Water Technologies &
Solutions, ZENON Membrane Products (ZEM), Blathy Otto u 4, Oroszlany, 2840 Hungary
facility. Costs to transport membranes into North America are included in Veolia's quoted
price.
o Export Documents - All ZeeWeed membrane module shipments into the USA require
clearance documentation from the EPA. Veolia will prepare and provide the required EPA
documentation to the Carrier.
o MPF - Merchandise processing fee is a fee assessed for formal custom entries based on
0.35% of the invoice value, with a minimum of USD $25 per formal entry and a maximum of
USD $485. On the basis of DDP terms, this fee will be paid by Veolia within the quoted price.
o Duty - Any new duty imposed after the date of this proposal is the responsibility of Ashland.
o Taxes - All applicable local, state, or federal taxes are the responsibility of Ashland, and will
be added at time of invoicing.
o Temperature - OF membranes cannot be allowed to freeze or overheat and may require
temperature -controlled freight and handling according to the season and the planned routing.
If required, the price of temperature control will be included within the firm quote on freight by
Veolia.
o Packaging — Factory -installed in operational cassettes.
o Unloading - may require one of or a combination of a loading dock, extended forks and an
experienced forklift driver at delivery destination. Please consult with Veolia at the time of
purchase order (PO) preparation on this.
shipping crate information
Notes:
• Only crates for membrane/cassette transport have been shown above to identify the largest and heaviest items that will
need to be unloaded;
• Smaller crates/skids will be used for hardware items (hanger arms, spool connection components, etc.).
o Availability - Delivery of membrane modules and cassettes is typically 10-20 weeks after
receipt of order.
With current global logistics and freight delays, delivery is estimated at 60 - 62 weeks after
receipt of order.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 8 of 32
(DVEOLIA
Definitive availability will be confirmed once a purchase order is received from Ashland and
acknowledgement of a purchase order is issued by Veolia.
6 Veolia Support
6.1 Off -Site Support
6.1.1 Membranes
1 Controls
Provide system controls programming adjustments as required for the new membranes.
2 Documentation
The base level of documentation updates will include:
o Summary of any significant changes to the current program or controls (HMI screens,
SCADA, etc.);
o Updated Controls Documents (CN, OSC, CLC) as appropriate and issued electronically;
o Field/hand markups of P&ID drawings
o Updated P&ID and GA drawings issued electronically.
These electronic updates should be filed in the O&M manual as interim documentation.
3 Project Management
Provide planning and off -site assistance during the membrane replacement project.
6.1.2 Ejector Upgrade
o Supply of installation instructions;
o Supply of SCADA and PLC control code modification;
o Update of control documents, electrical and mechanical drawings;
o Project management support.
6.2 On -Site Technical Services
The proposal includes a provision for technical services during installation and commissioning
process to support Ashland's staff as outlined in section 2. On -site services is positioned in the price
table (section 2) such that the price without this scope is easily defined should it not be required.
Please see section 8.2 for recommendations on the number of plant staff necessary to perform the
work.
4 Membranes
Installation and commissioning of membranes will be executed one train at a time to minimize down-
time and to return each train to beneficial use in a timely manner.
The following activities will be completed by plant staff in collaboration with Veolia on -site FSR
support:
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 9 of 32
(i)VEOLIA
o Remove existing membranes/cassettes;
o Install hanger arms and assembly of new cassette spools;
o Install the new membrane modules/cassettes;
o Revise programming and/or set -points as required;
o Perform bubble test where applicable to test membrane integrity and review trans membrane
pressure (TMP) on the installed membranes and compare to expected values for new
membranes; complete repairs/adjustments necessary to provide new membrane performance.
5 Ejector Upgrade
The following activities will be completed jointly by plant staff and Veolia personnel:
o Upload required revisions to the PLC program with adjusted set -points;
o Site alarm verification and provide updated CLSC.
6.2.1 Standard For All Work Scope
6 Operating Responsibility
Ashland retains control of the work site and retains final responsibility for the installation and
commissioning process.
Veolia will perform the services specified in the scope section of this document, but Veolia will not
operate the system. For the purposes of this agreement, the term "operate the system" shall mean to
run or control the functioning of the equipment or to otherwise conduct or manage the affairs of any
aspect of water or wastewater treatment or other functions at Ashland's site, and shall include
functions such as providing operators or laborers to adjust or control water treatment ("WT")
equipment, wastewater treatment ("WWT") equipment or sludge management facilities ("SMF"),
providing program oversight or directing on -site or contract operators/laborers to adjust or control
WWT or SMF, providing personnel responsible for or providing oversight of water treatment residual
quality, wastewater effluent quality, sludge quality, waste characterization, or waste disposal
activities, or providing personnel with continual or daily operational responsibilities with respect to
water or wastewater treatment, influent or effluent compliance monitoring, process monitoring,
government reporting or notification, or permit compliance.
Waiting Time - Any overtime or waiting times required due to unforeseen site events outside the
control of Veolia will be invoiced according to the prevailing Veolia service labor rates sheet,
available on request.
Reporting - Before leaving site, Veolia will record observations and discuss with operators
concerning the condition of the equipment, tasks accomplished during the visit, and key operating
and maintenance issues requiring further attention. Veolia will provide a copy of a written report
before leaving site and/or provide a service visit report to the plant operator within a reasonable
timeframe of the Veolia service representative's return to the office. In any case, Ashland will be
asked to sign a work order that describes the hours on site and tasks accomplished.
7 Veolia Duties for On -Site Services
o Veolia will coordinate its work under this agreement in a reasonable manner with the operating
staff of the facility.
o Veolia will maintain public liability and property damage insurance covering all operations
undertaken by Veolia and its sub -contractors with a limit of $5,000,000 inclusive for any one
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 10 of 32
(i)VEOLIA
accident or occurrence. If for any reason additional insurance coverage (e.g. general
construction/erection all risk, general liability) is required above and beyond Veolia's standard
insurance terms for on -site commissioning supervision, Ashland must inform Veolia in writing 60
days prior to work commencement at site. Ashland will be billed for all additional insurance costs
and processing fees.
o Veolia will maintain workers compensation and employers' liability coverage as per statutory
requirements.
7 ZeeWeed Configuration
proposed.
Configuration D.
Number of trains, plant
4
Number of trains as configured
2
2
Type of ZeeWeed membrane
ZW500C
ZW500Ds
ZW500Ds
Module surface area
ft2
220
350
350
Total number of cassette spaces per
train
10
10
Maximum number of modules per
cassette
26
20
20
Fully populated cassettes installed per
2
8
10
train
Total module count, train
52
160
200
Total surface area in operation, train
ft2
67,440
70,000
Total module count, plant
104
720
Total surface area in operation, plant
ft2
274,880
% surface area change from existing,
%
10.3%
plant
8 Scope -Ashland
8.1 Installation Preparation
Membranes
o Receive, off-load, handle and provide temperature -controlled storage of the equipment and
materials required for Seller to perform the duties outlined in the Seller's scope of supply. Prior to
off-loading, Buyer to confirm temperature indicators have not been tripped.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 11 of 32
QVEOLIA
o 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 a temperature of 5-30°C (41-86T). Membranes have a shelf life of 1 year before
requiring re -preservation and 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 customer's plant.
o Inspect, evaluate and make repairs as required for the membrane tanks, mounting brackets,
hoses and all connections prior to Veolia arriving at site.
o Provide all access structures (such as scaffolding) and mechanical lifting equipment including
cranes, forklifts and scissor lifts.
o Assure availability of a copy of the operating manual, all process and instrumentation drawings,
and all electrical drawings on site and accessible for reference.
o Maintain adequate insurance coverage for the risks of fire, theft, vandalism, floods and personal
injury to authorized or unauthorized visitors.
9 Ejector Upgrade
Veolia recommends performing a preliminary test before implementation of the ejector system on
your plant:
o Manually isolate one train from the vacuum system to see if the train can run without vacuum
for at least one production cycle;
o Look for air accumulation in the system and possible pump cavitation;
o If the train can run without vacuum for at least one complete production cycle (2 or 3 is
recommended) conversion to the ejector priming system is feasible;
o If the system does not have issues with maintain flow, additional steps to located and correct
vacuum leaks will be required to complete the conversion
8.2 Installation
10 Membranes
o Provide 1 or more plant personnel to work continuously for the full duration of the Veolia site
visits during installation and commissioning of the modules. Veolia recommends that at least one
of the personnel be experienced with the ZeeWeed system.
o Ashland will afford Seller's personnel free access and egress of the facility for all authorized
work. Ashland will provide reasonable access to workshop facilities with standard workshop tools
and equipment as is necessary to meet any repair and maintenance requirements of the system
during installation. Ashland will provide Seller's personnel reasonable access to the facility
amenities, including washrooms and break rooms.
o Provide adequate illumination and emergency lighting for all areas in which the Seller will be
executing the scope of supply. Provide all site utilities such as raw water, instrument quality air,
potable water and power required for operation of the proposed equipment included in this scope
of supply. Assure that adequate quantities of membrane cleaning and neutralizing chemicals are
on hand for wash procedures including sodium hypochlorite, sodium bisulphite, citric acid and
sodium hydroxide. Supply telephone/fax/modem access while Seller's staff members are on -site.
o Ashland will provide assistance to:
o Remove cassettes from the system as required;
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Membrane replacement proposal for the City of Ashland WWTP
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(i)VEOLIA
o Install new cassettes with factory installed membranes, including hanger arm installation and
assembly of new cassette spools.
o Ashland will:
o Dispose of all retired membrane modules and cassette components;
o Dispose of shipping and packaging materials unless specifically requested not to do so by
Veolia.
11 Ejector Upgrade
o Ejector mechanical and electrical installation requires minor piping and wiring changes;
o The vacuum system will be shut down but can be left in place to allow for overall validation of the
ejector system and to act as a backup over the long term. Hand valves may be needed to isolate
the vacuum pumps and to enable the ejector system to function properly.
o All mechanical and electrical installation should be completed prior to the FSR arriving onsite.
Installation items not completed in time may lead to FSR delays onsite. Any additional onsite
time, travel time and T&L expenses due to installation delays will be invoiced to Ashland.
o Ashland will be responsible to report to Veolia regarding any new 1/0 added by Ashland. This will
allow Veolia to verify that there is sufficient 1/0 available to accommodate the additional
equipment supplied by Veolia for this upgrade. Additional costs will be added if additional
hardware or support is required.
o Any integrated control system may require modifications as part of this work. Veolia has included
engineering support for required changes to the membrane control system. Ashland will be
responsible for any required updates to extended plant controls or SCADA that are not expressly
included in Veolia's scope
9 Solution Design Notes
9.1 Permits
12 Regulatory Requirements
Ashland is responsible to review and report to the permit granting agency on the impact of any of the
proposed changes on the regulatory permit. Veolia will provide the necessary manufacturer's
technical support on regulatory issues.
Please speak with your regional lifecycle manager (RLM) if there are any regulatory
requirements or concerns.
13 Utilization
Veolia understands that these modules are required as replacements for currently installed modules.
These modules are offered on the basis that the membrane modules will not be used to provide
expanded flow beyond the current plant flow rating. Veolia makes no guarantees, implied or
otherwise as to the performance of these modules in any other capacity than as replacement
membranes.
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Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 13 of 32
(i)VEOLIA
14 Production Interruption
After the purchase order is acknowledged, Veolia's project manager for the installation will consult
with Ashland to jointly develop the installation plan and work schedule with due regard for membrane
delivery to the plant and plant preparation.
9.2 Maintenance Notes for Replacement Membranes
At the time of any full plant or full train membrane replacement, it is recommended to evaluate
whether it is the right time to address any tank coating repairs which may be required.
15 Preferential Flow
Mixing a small proportion of new modules in trains with large amounts of older modules is not
recommended as it creates a risk of over -fluxing of new modules, which can shorten their lives. For
ZW500D membranes, the mixing of old and new modules in the same cassette makes slack
adjustment more difficult. Veolia 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. In this case, by replacing all
membrane modules on a per train basis, this risk has been neutralized.
16 Membrane Slack
Veolia's membranes are 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 same cassette. Digital pictures will allow for comparative analysis of the fiber slack over
time.
RecommendedMaximum Operating .
Temperature
0-24 °C / 32-76 OF every 2 years
25-30 °C / 77-86 OF once per year
>30 °C / > 86 OF twice per year
17 Membrane Repairs
All new modules are factory tested at our manufacturing facilities and are in good working order as
they are packaged and crated for shipment. On occasion, a limited number of modules arriving at
site may require repairs due to uncontrollable factors during shipping and receiving, in particular with
multi -modal shipments. Veolia recommends having one fiber repair kit on hand during the handling
and installation of the drinking water modules.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 14 of 32
QVEOLIA
9.3 Technical
Blowers
For the purposes of this proposal, the range of blower capacity has been assumed to be adequate
for this upgrade.
Should resheaving parts be required they will be supplied by Veolia at additional cost to Ashland.
Mechanical and electrical adjustments required to meet new air flow will be completed by Ashland or
their 3rd party designate. Veolia will assist Ashland in determining correct air flow requirements for
the new plant configuration.
Pre -Screen
To ensure effective operation and to maximize membrane life, Veolia recommends operation of a
pre-treatment screen, upstream of the pretreatment process, with mesh or punched -hole openings
less than or equal to 0.5 mm and with no possibility of bypass or carryover. All processes after this
screening must be covered and protected from outside elements such that no leaves, twigs or any
foreign material can enter the membrane tank.
10 Health & Safety
18 Ashland
o Ashland will provide orientation to Seller's personnel to ensure site -specific safety protocols are
known. Ashland will identify and inform Seller's personnel of any site -specific hazards present in
the workplace 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.
o Ashland will provide any site -specific or standard company operating procedures and practices
for Seller's personnel to perform work on site, if required by Ashland's policies. Such programs
may include, but are not limited to, general environmental health & safety (EHS), HAZOP, fire
protection, drug testing, incident notice, site conduct, standard first aid, chemical receiving,
electrical safety, etc. Ashland will provide a certificate of program completion for Seller's
personnel. This program will be fully documented, training materials will be provided, and
attendance list will be kept.
o 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 Veolia service
representative to complete a safety inspection checklist.
o Where confined space entry may be required, Ashland will provide early notice and will
collaborate with Veolia in planning adequate staffing and in advising the local fire/rescue
department as required.
o No time or cost provision has been made for preparations such as safety record clearances, drug
testing, insurance confirmations or pre -job -training in excess of 1 hour. Prior to finalizing the
Purchase Order and the work schedule, Ashland will advise Veolia 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 Veolia labor rate sheet.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 15 of 32
QVEOLIA
o Where certain short duration activities require two people for safety and the Veolia Service
representative is alone at site, Ashland will cooperate as required to assure that correct safety
precautions are taken.
o Ashland is responsible for the following environmental provisions:
o 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;
o Any special permits required for Seller's or Ashland's employees to perform work related to
the water treatment system at the facility;
o All site testing, including soil, ground and surface water, air emissions, etc.;
o Disposal of all solid and liquid waste from the Seller's system including waste materials
generated during construction, start up and operation.
o Ashland is responsible for provision of health and safety facilities to Seller's field service
representatives to the same extent that they are provided to Ashland's own employees, including
provision of:
o Eyewash and safety showers in the water treatment area;
o Chemical spill response;
o Security and fire protection systems per local codes.
19 Veolia
o All work on site will be performed in accordance with applicable law and will be performed
reasonably, in a clean and safe manner. The Veolia service representative will abide by the more
stringent of the applicable health, safety and environmental policies and procedures of either
Ashland or Veolia.
o Veolia will provide all applicable safety training required by Veolia policies or by state or national
health and safety regulations. The Veolia service representative will have undergone workplace
hazardous material information system (WHMIS) training and will come equipped with necessary
personal protective equipment (PPE).
o Emergencies - In emergencies affecting the safety of persons, work or property at the site and
adjacent thereto, Veolia will act, without previous instructions from Ashland, as the situation
warrants. Veolia will notify Ashland immediately thereafter.
11 ZeeWeed Membrane Module Standard
Warranty
This schedule sets out the warranty with respect to ZeeWeed 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 purpose or use or merchantability of these products. The
warranty provided herein will be the exclusive and sole remedy of Buyer. This warranty is not transferable.
Definitions
The follow terms shall have the meaning set forth below when used in the warranty document:
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 16 of 32
(DVEOLIA
a. "Buyer" means the party purchasing the ZeeWeed Modules from the Seller
b. "Seller" means a business component of, or legal entity within the Veolia Water Technologies &
Solutions business which is selling the ZeeWeed membranes.
20 Warranty Product
This warranty applies to only the membrane modules supplied under the contract of sale. Membrane module
means the hollow fiber ultrafiltration membranes and the potted plastic headers. 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.
21 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 2020 FCA Veolia
manufacturing facility.
All ancillary costs including but not limited to bagging, boxing, crating, freight, freight insurance, applicable
taxes, import duties, certifications, brokerage, receiving, forklift services, storage at site, reattachment
hardware, hose/clamp/camlock replacement, crane services, installation, fiber repair materials, glycerin
flushing, commissioning and waste disposal are the responsibility of Buyer.
22 Warranty Start Date
Membrane warranty will start on the earlier of:
a. The date that installation of the original membrane module(s) has been substantially completed, or
b. Three (3) months from the date of delivery of the original membrane module(s) to Buyer.
23 Warranty Duration
Total Warranty Duration: a total of 24 months of full replacement warranty coverage.
24 Notification 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:
a. A description of the defect giving rise to the claim;
b. Photographs showing the manufacturing defect;
c. The serial number(s) of the membrane module(s) which is (are) the subject of the warranty claim;
and
d. Operating data and repair history for the life of membrane modules which are the subject of a
warranty claim.
25 Verification of Claim
After receipt of written notification of a defect, the Seller will promptly undertake such investigations as, in
the Seller's opinion, are 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 (see section 11). The Seller may also
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Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 17 of 32
(i)VEOLIA
conduct reasonable tests and inspections at Buyer's plant or premises. If the results of 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.
26 Satisfaction of Claims
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.
27 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 as applicable to verify the subject of a warranty claim and can include but is not
limited to, operation data including 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.
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 and the serial number for each 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 are 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.
28 Limitation of Warranties
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 Seller's operations and
maintenance manual supplied to Buyer as part of the contract, including material failure to adhere to
the Seller's 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, in published product manuals and in specifications.
c. Failure to adhere to all transportation and storage requirements. ZeeWeed membrane modules may
be stored up to 12 months from date of receipt and must be transported and stored in original intact
packaging out of direct sunlight in ambient temperatures between 5-35 Degrees Celsius. Storage
beyond 12 months from date of receipt requires a written request to Veolia to maintain membrane
module warranties.
d. Introduction of destructive foreign materials and chemical agents into the membrane module.
e. Failure to maintain and provide system operating data and repair history for the life of membrane
modules which are the subject of a warranty claim.
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.
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Proposal number 531996 — revision # 3 — March 14, 2024 Page 18 of 32
QVEOLIA
g. Unauthorized alteration of any components or parts originally supplied by the Seller.
h. Intentional damage.
29 Return Procedure
In the event that the return of a membrane module is required pursuant to this warranty, Buyer will first
obtain a Return Goods Authorization (RGA) number from the Seller. Membrane module(s) shipped to the
Seller for warranty examination must be shipped freight prepaid in environmentally controlled freight and
storage with ambient air temperature between 5-35 degree Celsius. If Buyer desires temporary replacement
membrane module(s) to replace those alleged to be 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 or disposed of by Seller and the cost associated with any membrane
analysis and diagnostic work will be levied against the Buyer based on Veolia standard labor rates.
30 Disclaimer and Limitation on Liability
To the maximum extent permitted by law, 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 Buyer's customers for such damages, or for any special, consequential, incidental, indirect,
punitive or exemplary damages arising out of or relating to the performance or actual or alleged breach of
the agreement, regardless of whether a claim is based in contract (including warranty or indemnity), extra -
contractual liability, tort (including negligence or strict liability), statute, equity or any other legal theory.
12 Terms and Conditions of Sale
A - Specific Terms and Conditions of Sale
These terms take precedence over the general terms and conditions of sale.
1 Legal Entity for Contracting
ZENON Environmental Corporation is the legal business entity name of the Seller for this product, and means a business component of, or
legal entity within the Veolia Water Technologies & Solutions business (Veolia).
Please advise us if this Veolia entity is not set up in your purchasing system as a vendor and you do have another Veolia entity set up. We are
keen to make the purchase process as convenient as possible for Ashland.
short form: Where a short reference is required in this document, for convenience, we are called simply Veolia.
2 Payment
Veolia prefers to receive payment by wire transfer and will also accept payment by courier check.
Wire transfer information for ZENON Environmental Corporation
send details to: SHD WATS REMIT -NAM vtc.vwts.remit-nam.a11@.veolia.com
Bank of America Merrill Lynch
ACCT# 4426318136
C/O ZENON Environmental
ABA# 026009593
Corporation
SWIFT# BOFAUS3N
901 Main Street Dallas, TX 75202
ACH# 111000012
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 19 of 32
(i)VEOLIA
3 Payment Terms
On approved credit, payment terms are net 30 days from customer receipt of invoice. Please see the invoicing schedule in the price section. In
the event an invoice is issued on shipment of goods from a Veolia Hungarian production facility, payment terms will be extended by an additional
45 days to account for the additional transit time to the delivery location.
4 Proposal Validity
Prices quoted and proposal terms are valid up to thirty (30) days after the date of issue of this proposal unless confirmed with a purchase order.
5 Bonds
Performance or payment bonds are not included in the price. These bonds can be purchased on request but will be at an additional cost.
6 Assignment of Membrane Warranty
The Buyer will be entitled to assign to a subsequent owner of the membranes the warranties of the Seller under this Agreement, provided that a
prior written notification is sent to the Seller and the assignment agreement contains terms and conditions which provide the Seller with the
protections of the warranties and limitations on liability contained in the Agreement. Subject to Buyer's compliance with the foregoing
requirement, such warranty rights are expressly assignable by the Buyer to a subsequent owner of the membranes. Except as provided herein,
Buyer is not entitled to extend or transfer this warranty to any other party.
7 Flight Booking
Prices quoted for installation which include airfare are either based on timely confirmation of a visit schedule or based on receipt of a purchase
order in time to book any flights seven days in advance. Additional airfare charges related to late arrival of a purchase order will be extra and
billed through to Ashland without mark-up.
8 Warranty on Programming
Veolia warrants that the PLC program will conform to the specifications in the relevant sections of the CLSC and OSC (revised for the project)
and will be free from defects in workmanship when operated at all times in accordance with Veolia's written instructions. If any defects are found
and reported by Ashland within a period not exceeding twelve (12) months beyond the completion of the site acceptance test, Veolia will make
modifications to the PLC code as deemed necessary. Any changes requested by Ashland after this period will be at the customer's expense.
9 Purchase Order Guidelines
Please confirm that your purchase order has covered the following points. This will ensure accurate and prompt order entry, product delivery,
invoicing and accounts receivables processing and will prevent administrative delays for all parties.
o Documentation — Our strong preference is to receive a hard or digital copy of your purchase order (PO) rather than a PO number
alone. Your PO can be sent by email to nam.service.pocentral@veolia.com. If you are not able to provide a PO, please contact us for
alternatives.
o Veolia legal entity — Please be sure your purchase order is issued in the name of the specific Veolia legal entity outlined in the quote.
We will be glad to work with your purchasing department to set this entity up as an approved supplier/vendor. Please advise us if this
Veolia entity is not set up in your purchasing system as a vendor and you do have another Veolia entity set up.
o Quotation Number — Please reference the quotation number in your PC.
o Product — Please note which product(s) you wish to purchase along with the quoted price, particularly if quantities or scope differ from
the quotation.
o Taxes — Please provide any required tax exemption certificates. Please indicate if taxes have been added in your PO.
o Payment Terms — Please acknowledge the payment terms included with the quotation.
o Bill -to Address — Please include contact information for your accounts payable.
o Ship -to Address — Please clearly define the delivery location and the receiver's email & telephone. Please specify receiving hours and
any special off-loading requirements.
o Delivery Date — Please include your requested delivery date.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 20 of 32
(j)VEOLIA
B — General Terms and Conditions of Sale
Veolia's standard terms and conditions apply. See Attachment C.
Note to purchasing agent: The Veolia's standard set of commercial terms & conditions are written for moderate value transactions to allow an
efficient and rapid provision of services and parts. Where corporate agreement terms have been previously agreed, these may be brought
forward by either party and applied by mutual consent. If either of these terms sets are not immediately acceptable, please expect a typical 6-10
week cycle of mutual review to build agreement on changes.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024 Page 21 of 32
QVEOLIA
13 Signed Agreement
Through the issue of this proposal, Veolia signals their intent to enter into an agreement with Ashland.
Ashland and Veolia 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 Accepted by City of Ashland
Legal Entity: Corporation, also known as Legal Entity: also known as Ashland or Buyer
Veolia or Seller
Authorized
Signature
by:
Title:
Signature
Date:
Signature:
Purchase Order No:
If options were available,
which options selected
Upon acceptance of this proposal, please forward the following either
• by email with .pdf attachments or • by postal mail or • by fax.
1) this signature page completed
to:
2) a hard copy of your purchase order, and
3) any required tax exemption certificates
nam. service. oocentral aC) veolia. com or
Veolia Water Technologies & Solutions
attention: Contracts Administrator
Please contact
nam. service. oocentral as veolia. com for
correct address
or
fax no.: 905 465 3050
This agreement comes into force when Veolia has issued a formal acceptance of Ashland's Purchase order or
formal acceptance of this Ashland signed agreement.
doc control: author: RM filename: Ashland Tertiary 531996-3 400 x ZW500Ds 350ft' Mar 14 2024
last modified: 3/14/2024 12:29 PM technical review: JD commercial review: DP/JD DOA: Blkt
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 22 of 32
(i)VEOLIA
Attachment A Air Ejector Fact Sheet
An Air Ejector System is an upgrade from a vacuum pump system, allowing
you to increase productivity, save energy and reduce operating costs
What is an Air Ejector System?
• The Air Ejector System uses a venlun ejector
mechanism to create a vacuum utdizng plant
compressed air
• The Air Elector System creates vacuum without
moving parts except for a solenoid valve that is
used to tum the vacuum on and off
• An air elector is installed at the end of the
permeate line header for each train
• Two common applications for the Air Ejector
System are to replace or enhance an existing
vacuum pump system and to remove air
following a membrane integrity test (MITI
How does an air ejector work?
• Compressed air travels through nozzles and
creates vacuum The air within the system
discharges through the exhaust See graphic
Wow
Veoaa W"Of Technoioyies
Please —tad m vu
www wo0awatertechnob94• coin
How will using an Air Ejector
System help me?
• Extends the life of your existing vacuum pumps
by reducing their usage
• Reduces the operating and maintenance cost
associated with your existing vacuum pump
system Maintenance of the Air Ejector System is
inexpensive since there are no moving parts
• Pro -odes noise and energy reduction since the
Air Elector System is used Intermittently
• Increases flexibility since each train will have
independent air removal
• Increases productivity by venting air faster
following a MIT, thereby allowing you to restart
production quicker
What does the Air Ejector
System assembly look like?
• The picture below shows all of the individual
parts that make up the Air Ejector System
WATER TECHNOLOGIES
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Co"Vr S a Mr Ir4el NPT
CO 'P'eS Sed air I+ard iSC4.1—
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Page 23 of 32
QVEOLIA
Attachment B Air Ejector P&ID
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 24 of 32
QVEOLIA
Attachment C Veolia Standard Terms and
Conditions
As Amended March 14, 2024
1. Exclusive Terms and Conditions. Together with any other terms the Parties agree to in writing, these General
Terms and Conditions — together with the last proposal in order of time issued by the Seller — form the exclusive terms
("Agreement") whereby Buyer agrees to purchase, and Seller agrees to sell products and equipment (jointly "Equipment") and
to provide advice, instruction and other services in connection with the sale of that Equipment ("Services"). If Buyer sends to
Seller other terms and conditions to which Seller may not respond, including but not limited to those contained in Buyer's
purchase order, such shall not apply. This Agreement may only be revised by a change order approved in writing by both
Parties. All terms not defined herein shall be defined in Seller's proposal.
2. Equipment and Services. The Equipment to be delivered and the Services to be provided shall be as set out in this
Agreement. Unloading, handling, storage, installation, and operation of Buyer's systems or the Equipment are the responsibility
of Buyer. Buyer shall not require or permit Seller's personnel to operate Buyer's systems or the Equipment at Buyer's site.
3. Prices and Payment. Buyer shall pay Seller for the Equipment and Services in accordance with the payment schedule
(as set forth in Seller's proposal or, if applicable, in any special conditions agreed to in writing by the Parties). Unless otherwise
specified in writing, payment is due net thirty (30) days from the date of Seller's invoice. 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 Schedule, 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% (two per
cent) interest per month (not to exceed the maximum amount permitted by applicable law), 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.
4. Taxes and Duties Seller shall be responsible for all corporate taxes measured by net income due to performance
of or payment for work under this Agreement ("Seller Taxes"). Buyer shall be responsible for all taxes, duties, fees, or other
charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover,
use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related
thereto, imposed by any governmental authority on Buyer or Seller or its subcontractors) in relation to the Agreement or the
performance of or payment for work under the Agreement other than Seller Taxes ("Buyer Taxes"). The Agreement prices do
not include the amount of any Buyer Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional amounts
so that Seller receives the full Agreement price without reduction for Buyer Taxes. Buyer shall provide to Seller, within one
month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes. Buyer shall
furnish Seller with evidence of tax exemption acceptable to taxing authorities if applicable, prior to execution of the
Agreement by both Parties or issuance by the Seller of the order acceptance. Buyer's failure to provide evidence of
exemption at time of order will relieve Seller of any obligation to refund taxes paid by Seller.
5. Delivery, Title, Risk of Loss. Unless otherwise specified in this Agreement, Seller shall deliver all Equipment to
Buyer FCA (Incoterms 2010) Seller's facility. The time for delivery of the Equipment to Buyer shall be specified in this
Agreement. Seller's sole liability for any delay in delivery of the Equipment shall be as expressly set out in this Agreement. The
place of delivery specified herein shall be firm and fixed, provided that Buyer may notify Seller no later than forty-five (45) days
prior to the scheduled shipment date of the Equipment of an alternate point of delivery, Buyer shall compensate Seller for any
additional cost in implementing the change. If any part of the Equipment cannot be delivered when ready due to any cause not
attributable to Seller, Buyer shall designate a climate -controlled storage location, and Seller shall ship such Equipment to
storage. Title and risk of loss shall thereupon pass to Buyer, and amounts payable to Seller upon delivery or shipment shall be
paid by Buyer along with expenses incurred by Seller. Services provided herein shall be charged at the rate prevailing at the
time of actual use and Buyer shall pay any increase, and Buyer shall pay directly all costs for storage and subsequent
transportation. Failure by Buyer to take delivery of the Equipment shall be a material breach of this Agreement.
Title and risk of loss to the Equipment shall be transferred from Seller to Buyer at the point of delivery upon handover in
accordance with this Agreement. Title and risk of loss to the Services shall pass as they are performed.
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6. Warranties and Remedies. Seller warrants that Equipment shall be delivered free from defects in material,
workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with any mutually
agreed specifications. Seller's warranty does not cover the results of improper handling, storage, installation, commissioning,
operation or maintenance of the Equipment by Buyer or third parties, repairs 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 for:
(a) chemicals and Services, for six (6) months from their date of delivery or the provision of Services;
(b) consumables, including filters and spiral wound membranes (other than spiral wound membranes for process treatment),
the earlier of twelve (12) months from date of first use of fifteen (15) months from their date of delivery;
(c) spiral wound membranes for process fluid treatment, ninety (90) days from their date of first use;
(d) ultrafiltration membranes (ZW500, ZW700B, ZW1000, ZW1500), twelve (12) months from their date of delivery;
(e) Equipment other than chemicals and consumables, the earlier of, fifteen (15) months from delivery or shipment to storage,
or twelve (12) months from start-up/first use;
(f) software, ninety (90) days from the date of receipt;
(g) Equipment not manufactured by Seller, the warranty shall be the manufacturer's 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. Seller's sole responsibility and Buyer's exclusive remedy arising out of or relating to the
Equipment or Services or any breach of these warranties is limited to repair at Seller's facility or (at Seller's option) replace at
Seller's facility the defective item of Equipment, and re -perform defective Services. In performance of its obligations hereunder,
Seller will not control the actual operation of either Buyer's systems or the Equipment at the Buyer's site.
Warranty repair, replacement or re -performance by Seller shall not extend or renew the applicable warranty period.
The warranties and remedies are conditioned upon (a) proper unloading, handling, storage, installation, use, operation, and
maintenance of the Equipment and Buyer's facility and all related system in accordance with Seller's instructions and, in the
absence, generally accepted industry practice, (b) Buyer keeping accurate and complete records of operation and maintenance
during the warranty period and providing Seller access to those records, and (c) modification or repair of Equipment or Services
only as authorized by Seller in writing. Failure to meet any such conditions renders the warranty null and void.
The Buyer will be entitled to assign to a subsequent owner of the Equipment the warranties of the Seller under this Agreement,
provided that a prior written notification is sent to the Seller and the assignment agreement contains terms and conditions
which provide the Seller with the protections of the warranties and limitations on liability contained in the Agreement. Subject
to Buyer's compliance with the foregoing requirement, such warranty rights are expressly assignable by the Buyer to a
subsequent owner of the Equipment. Except as provided herein, Buyer is not entitled to extend or transfer this warranty to any
other party. The warranties and remedies set forth in this article 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.
7. General Indemnity. Seller shall indemnify and hold harmless Buyer from claims for physical damage to third party
property or injury to persons, including death, to the extent caused by the negligence of Seller or its officers, agents, employees,
and/or assigns while engaged in activities under this Agreement. Buyer shall likewise indemnify and hold harmless Seller from
claims for physical damage to third party property or injury to persons, including death, to the extent caused by the negligence
of the Buyer, its officers, agents, employees, and/or assigns. In the event such damage or injury is caused by the joint or
concurrent negligence of Seller and Buyer, the loss shall be borne by each Party in proportion to its negligence. For the
purposes of this article (i) "Third party" shall not include Buyer or any subsequent owner of the Equipment, their subsidiaries,
parents, affiliates, agents, successors or assigns including any operation or maintenance contractor, or their insurer; and (ii) no
portion of the Equipment is "third parry property".
8. Compliance with Laws and Permits. All permits, authorisations, and licenses which are required to construct, install
and/or operate Buyer's facility or equipment, to use the Equipment, or to manage and dispose of any wastes, discharges, and
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residues resulting from Buyer's 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 labelling of all Equipment after delivery of the Equipment, as well as for the proper
management and disposal of all wastes, discharges, and residues.
9. Buyer's Site Conditions. Buyer warrants that any data furnished to the Seller concerning conditions at Buyer's 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) is accurate and complete, and the Seller 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 (1) any
conditions at Buyer's site which materially differ from those indicated in the data furnished by Buyer, (2) any previously unknown
physical conditions at Buyer's 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 Agreement, and (3) the presence of any Hazardous Materials (as
defined below), the existence of a contaminated soil, unexploded ordinance, or archaeological remains. If such conditions
cause an increase in Seller's cost or in the time required for the performance of Seller's obligations, Seller shall be entitled to
an equitable adjustment in the Agreement price and an extension in the time for performance.
10. Hazardous Materials and Wastes. In the event that Seller encounters any Hazardous Materials (meaning toxic
substances, hazardous substances, pollutants, contaminants, regulated wastes, or hazardous wastes as such terms may be
defined or classified in any law, statute, directive, ordinance or regulations promulgated by any applicable governmental entity)
at Buyer's 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 Seller's work under this Agreement may safely proceed. At no time shall Seller be deemed to have taken
title to or the responsibility for the management or disposal of any wastes, Hazardous Materials, influent water, any resultant
product streams, wastewater streams, discharges, cleaning materials, or any other materials or substances processed by the
Equipment or otherwise located at Buyer's site. Seller does not take responsibility for and hereby expressly disclaims
responsibility for the characterization or disposal of wastes, Hazardous Materials, or for the identification, selection, or
management of disposal facilities for any wastes.
11. 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
contractors/suppliers or agents, any act (or omission) by any governmental authority, strikes, labour disputes, transportation
shortages, or vendor non-performance. The delivery or performance date 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 (one 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 "Termination". If Seller is delayed by any acts (or omissions) of Buyer, or -by the
prerequisite work of Buyer's other contractors or suppliers, Seller shall be entitled to an equitable adjustment in schedule, price
and/or performance, as applicable.
12. 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. Any such occurrence shall be
considered an excusable delay event. Buyer shall reasonably assist in the event of any such evacuation.
13. Confidentiality, Intellectual Property. Not withstanding public records law, both Parties agree to keep confidential
the other Parry's proprietary 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
(including the Equipment) supplied or developed under this Agreement. Buyer agrees that it will not file patent applications on
the Equipment or any development or enhancement of the Equipment, or of processes and methods of using the Equipment,
without Seller's express prior 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
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C)VEOLIA
Buyer, as well as any drawings, design or data delivered to and paid for by the Buyer, for the purposes of owning, financing,
using, operating and maintaining the relevant Equipment at Buyer's site. Such license may only be assigned to a subsequent
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 Seller's property. Seller provides to Buyer a
limited, non-exclusive and terminable royalty free project -specific license to such software for the use, operation or
maintenance at Buyer's site of any Equipment purchased hereunder to which the software is a necessary component. Buyer
agrees not to copy, sub -license, translate, transfer, reverse engineer, or decode the software.
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 an EU member state), or USA 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 and choice, either (i) settle or defend the claim and pay all damages and costs awarded in it against the Buyer, or (ii)
procure for the Buyer the right to continue using the Equipment or Service, or (iii) modify or replace the Equipment or Service
so that it becomes non -infringing, or (iv) remove the infringing Equipment and refund the price. The above paragraph shall not
apply to any misuse of Equipment or Equipment which is manufactured to the Buyer's 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 list of sub -sections (i), (ii), (iii), and (iv) and related terms state
the entire liability of the Seller for intellectual property infringement by any Equipment or Service.
14. Limitations on Liability. Notwithstanding anything else contained in this Agreement, to the maximum extent
permitted by law, and regardless of whether a claim is based in contract (including 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 AND OF= ITS INSURER 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, HOWEVER, SUCH LIMITATION OF LIABILITY EXCLUDES
AND SHALL NOT APPLY TO LOSS OR DAMAGES CAUSED BY SELLERS GROSS NEGLIGENCE, WILLFULL
MISCONDUCT AND CLAIMS WHICH ARE COVERED BY INSURANCE PROCEEDS RECOVERED FROM AN
INSURANCE POLICY REQUIRED TO BE CARRIED BY THE SELLER UNDER THIS AGREEMENT UP TO LIMITS
REQUIRED BY THIS AGREEMENT, OR FOR WHICH SELLER WAS REQUIRED TO PROVIDE UNDER THIS
AGREEMENT IF COVERAGE IS NOT IN FORCE;
b. 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 BUYER'S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES;
c. SELLER'S LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED
THAT BUYER MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT
DATE BY COMMENCING AN ACTION OR ARBITRATION, AS APPLICABLE UNDER THIS AGREEMENT, BEFORE
EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUT IN NO EVENT —
TO THE EXTENT PERMITTED BY APPLICABLE LAW — LATER THAN FIVE (5) MONTHS AFTER EXPIRATION
OF SUCH 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 or Services to a third
party, Buyer shall require the third party to agree to be bound by this article. If Buyer does not obtain this agreement for Seller's
benefit for any reason, Buyer shall indemnify and hold Seller harmless from all liability arising out of claims made by the third
parry in excess of the limitations and exclusion of this article.
15. Termination. This Agreement and any performance pursuant to it may be terminated by either Party, and the
consequences of such termination shall be as set out in the next paragraph, if the other Party
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a. becomes insolvent, makes an 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
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.
Upon the termination of this Agreement by Buyer for cause (i) Seller shall reimburse Buyer the difference between that portion
of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Buyer to complete
that scope, and (ii) Buyer shall pay to Seller (a) the portion of the Agreement price allocable to Equipment completed, and (b)
amounts for Services performed before the effective date of termination. Upon the termination of this Agreement by Seller for
cause Buyer shall pay to Seller within thirty (30) 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 all such costs
and expenses. Alternatively, if any schedule of termination payments has been agreed between the Parties, Buyer shall pay
to Seller within thirty (30) days of receipt of invoice the amounts set out in that schedule.
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 this article, without prejudice to Seller's 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 Seller's invoice(s). Performance of the Seller's obligations shall be extended for a period of time reasonably
necessary to overcome the effects of such suspension.
16. Governing Law, Dispute Resolution. This Agreement shall be governed by the substantive laws of the State of New
Y,aFk-Oregon. 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 (30) days after such notice, the complaining Party shall seek
remedies exclusively through arbitration. The seat of arbitration shall be the federal district court in Philadelphia, PA, and the
rules of the arbitration will be the Commercial Arbitration Rules of the American Arbitration Association, which are incorporated
by reference into this article.
Notwithstanding the foregoing, each Parry shall have the right to commence an action or proceeding in a court of competent
jurisdiction, subject to the terms of this Agreement, in order to seek and obtain a restraining order or injunction to enforce the
confidentiality intellectual property provisions set forth in the first two paragraphs of article 13; nuclear use restrictions set forth
in article 17, or to seek interim or conservatory measures not involving monetary damages.
17. No Nuclear Use. Equipment and Services sold by Seller are not intended for use in connection with any nuclear
facility or activity, the Buyer warrants that it shall not use or permit others to use the Equipment or Services for such purposes,
without the advance written consent of Seller. If, in breach of this, any such use occurs, Seller (and its parent, affiliates,
suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, and, in addition to
any other rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors)
harmless against all such liability.
18. Export Control. Seller's obligations are conditioned upon Buyer's compliance with all applicable trade control laws
and regulations including those of the United States, European Union, and France. Additionally, Buyer shall not sell, distribute,
disclose, release or otherwise transfer any item or technical data provided under this Agreement to: (i) any country designated
as a "State Sponsor of Terrorism" by the U.S. Department of State including, for this Agreement, the countries of North Korea
(ii) any entity located in, or owned by an entity located in, a "State Sponsor of Terrorism" country, North Korea, (iii) the region
of Crimea or (iv) any person or entity listed on the "Entity List" or "Denied Persons List", the list of "Specifically Designated
Nationals and Blocked Persons" maintained by any other applicable prohibited party list. The Buyer hereby certifies that the
work, technical data, software or other information or assistance furnished by the Seller or its Affiliates under this contract will
not be used in the design, development, production, stockpiling or use of chemical, biological or nuclear weapons either by the
Buyer or by any entity acting on the Buyer's behalf. The obligations of the parties to comply with all applicable trade control
laws and regulations shall survive any termination or discharge of any other contract obligations.
19. Changes. Each Party may at any time propose changes in the schedule or scope of Equipment or Services. 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. The scope, Agreement price, schedule, and other provisions will be
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equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change, after Seller's proposal
date, in Buyer's site -specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or
regulations. It shall be acceptable and not considered a change if Seller delivers Equipment (including Equipment replacement
under warranty) that bears a different, superseding or new part or version number compared to the part or version number
listed in the Agreement, provided that in no circumstance shall this affect any other of Seller's obligations including those set
forth in article 6.
20. Conflicts; Survival, Assignment. If there is any conflict between this Agreement and 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 remaining terms and conditions shall remain in full force and effect, and
this Agreement shall be interpreted and implemented in a manner which best fulfils Parties' intended agreement. Those
provisions which by their nature remain applicable after termination shall survive the termination of this Agreement for any
reason. Seller may assign or novate its rights and obligations under the Agreement, in whole or in part, to any of its affiliates
or may assign any of its accounts receivable under this Agreement to any parry without Buyer's consent, and the Buyer hereby
agrees, by signing this Agreement, to such assignment and to execute any document that may be necessary to complete
Seller's assignment or novation. This Agreement 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.
Seller may (i) manufacture and source the Equipment and any part thereof globally in the country or countries of its choosing;
and (ii) subcontract portions of the Services, so long as Seller remains responsible for such.
21. No third -party beneficiary. Except as specifically set forth in the article entitled "Limitations on Liability" and "No
Nuclear Use", 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.
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Attachment D ZENON Environmental
Corporation W9
'roan W-9
Request for Taxpayer
Give Form to the
015M,octobw20181
Identification Number and Certification
requester. Do not
Deperfinart of the
SMfYd the IRS.
Int p4v~ Ban�y
0-Go to www.irs.gov1FormW9 for ingnsCfions and One latish iMormatlon.
t Names {a sawn m your wico le tax Wwrri). Names a nequi ed on ern Ire; do not Ieaw this Ina bW*-
Zenon Environmental Corporation
2 Bueitese mrowderegarded So* far", If d1lar" tom above
3 Check appropriate box hog teowel tar daesacallm of the person whops name Is ordeal on line 1. Check oray wee of aloe
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instructions on Pape 3)r
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Exemp Peres coda of any) 5
❑ Line eablity aonpany. Entaa are tax ciusa fiwtion (C.0 capora<m• S.S corporation P.Patresshpl►
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Hoar Check the appropriate box m are We about for the tax CgssaeslYbn of tie eegl►mamba owner. Do not check
EwWon horn FATCA mpomV
LLC H ore LLC is chr.Aed as a sinye-nearbsr LLC that is disregarded trap tl ! owns wets the owner of the LLC is
cede
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another LLC that Is rosu t dWegardod m the oelwaa W U.S. Worst tax purpoe. cawnHsa, a singlet-marnber LLC
is dwrgarded horn "aa•>s should deck the appropn.ee box for the tax classification of is awns.
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6 AOOM Onber, cheat, and apt. of Nab no.) Bee tras&%CDonr:
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3600 Horizon Blvd.
a City. State, sad ZIP code
Trevose, PA 19053
7 List aowwA ournk.a(c) he% ilopbwrtlj
Taxpayer IdenflOwdon Number MM
Enter your TIN in the appropriate box. The TIN provided trust mochl the name given on lire t to avoid
>9owel
asebrtb
rxs•�fer
backup w0hheld-ng. For individuals, this is generally your social security number (SSM. However, Hon a
resident alien, soie proprietor, or disregarded amity, see the inettructbre for Pert I, later. For other
-
-FFM
d is your empiotiw identiawaton number fElMj. If you do not have a numlxw, lase How ro oW a
TIN, later. or
Under penalbes of perjury, I oKtNy that
1. The number shown an this form is my correct taxpayer Identification number Ow I am waatlng for a number to be Issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt lrcmm backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) ghat I am subject to backup withholding as a result of a failure to report all interest or devdwlds, or (c) the IRS Irea notified Ilse thal I am
no lager subject to backup withholding; and
3. 1 am a U.S. citizen or other US. person {defined below); and
e. The FATCA codejo entered an ties form (M any) Indicating that I am exempt from FATCA r93pa1rtsg is correct
Certl/eallen Instructlaas. You must goes out Item 2 above N you heroe been notMed M the IRS that you are currently eult"M to backup withholding became
you have failed to report at iderest and divfdands orr ywr tax return. For real estate transactions, item 2 does not apply. For mortgage ini wsst paid,
acquisition orabandonment of secured property, cancellation d debt, contributions to an individual retirement arrangement (ItAj and generally. payments
ogler than Interest and dkvkdends, you are am required to sign the certification, but you must pro xde your correct TIN. See the instructions for Part 11, later.
SikW* of
Hwe UEWp*P-1- _ 0omS, 1)I 192023
General Instructions
Sectnra retefecces are to the Iniemal Revenue Code unless otherwise
noted.
Future devebpmeette. For the latest information about dr vloprngMs
related to Farm W-9 and "Instn drone, such as (eglaiation enacted
after they were published, go to w ,Am.gov*;w7n"..
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your car&-4 taxpayer
Identification number {TIN) which may be your social am^ number
MM. individual taxpayer iderNifcation number (TIN), adoption
taxpayer Identilkmtiont number (ATIN), or employer Werrtalcatbn number
(EINI, to report on an Information return the amount paid to you, or other
amount reportable on an information retain. Examples of Information
returns mclade, but are not limited to, the following.
• Form 1099-INT (Interest samed or paid)
Cat. No. IM31x
• Form 1099-CRV Idlvdends, including those from stocks or mutual
funds)
• Form 1099-MISC {various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sakes and certain oiler
transecttorna by brokers)
• Farm 1099-5lpooceeds from real estate transociiarm)
• Form 1099-K Oterchnent card and third party network transactlorns)
• Form 10981rbome morlgags interest►. 1096.E (student loan inheres]),
1090-T Vultionl
• Form 1099-C (Canceled debt)
• Form 1099-A facqusdion or abandonment of Secured propeq)
Use Form W9 only if you are a U.S. person (Including a resident
elan), to p►ovide your correct TIN.
#you do not rahml Fam W-9 to rho requesterYWMl a TIN, you mkghf
be Subpct fo backup uiOftA rag. Sw What is tamp withholding,
laser.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Form W-91Ftw• 10-2019)
Page 31 of 32
C)VEOLIA
ZENON ENVIRONMENTAL CORPORATION
ADDENDUM TO FORM WA
Zenon Environmental Corporation awns or leases various properties in its business activities in addition
to the Trevose, PA property listed as the official Tax mailing address on lines 5 and 6 of Form W-9.
Specifically, Zenon Environmental Corporation operates from the following address:
3239 Dundas Street West
Oakville, Ontario, L6M 4132 Canada
This address should be used for your billing records.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the City of Ashland WWTP
Proposal number 531996 — revision # 3 — March 14, 2024
Page 32 of 32