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HomeMy WebLinkAbout2024-028 PO 20240251 Zenon Environmental Corp.BCity of Ashland L ATTN: Accounts Payable L 20 E. Main Ashland, OR 97520 T Phone:541/552-2010 O Email: payable@ashland.or.us Purchase Order Fiscal Year 2024 Page: 1 of: 1 THIS PO NUMBER MUST APPEAR ON ALL INVOICES, AND SHIPPING DOCUMENTS. Purchas Order # e 20240251 V E ZENON ENVIRONMENTAL CORP. H C/O Public Works -Operations 3239 DUNDAS STREET WEST I 90 North Mountain Ave. D OAKVILLE, ON L6M4B2 P Ashland, OR 97520 O Email: SHD-WATS-REMIT-NAM@SUEZ.COM T Phone: 8-5353 R Fax:541/552- 552-2329 O Vendor Phone Number Vendor Fax Number Requisition Number Delivery Reference 760 305-0146 Chance Metcalf Date Ordered Vendor Number Date Required Freight Method/Terms Department/Location 01/23/2024 821 1 FOB ASHLAND OR/NET30 Public Works De artment Item# Descri tion/PartNo QTY UOM Unit Price Extended Price Zw500D's membrane filters, equip, freight & labor 1 Zw500Ds membrane filters, equipment, freigght & labor 1.0 $1,477,645.00 $1,477,645.00 Sole source - approved by Council 12/5/20Z3 Vendor agreement Project Account: GL SUMMARY *********#***** 081000 - 703000 $1,477,645.00 By Date: Authorized Signature PO Total $1,477,645.00 (j)VEOLIA Veolia Water Technologies & Solutions Order confirmation Center 3239 Dundas Street West Oakville, Ontario, Canada L6M 4B2 NEW: tiara.service.pocentral.vfts@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 G, 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 rneet their critical business objectives. We are glad to have an opportunity to demonstrate this for City of Ashland. Sincerely, r Kelly Rosbrook Order Confirmation Center %wm.veohaxom GOODS AND SERVICES AGREEMENT (GREATER THAN $35,000) CONTRACTOR: Zenon Environmental Corporation CITY OF CONTACT: Jason Diamond -AS H LAN D 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: iason.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 insurance complying with the terns 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.I 10. 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 27913.220, 27913.230 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 videmnify 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.diamend@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 a political 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 03/26/2024 Zenon Environmental Corporation By: Signature Edana Essa Printed Name Contracts Manager Title 03.20.2024 Date Date v-9 is to be submitted with this signed Agreement) Purchase Order No. Edits approved, 3.18.24 Carmel Zahran, Assistant City Attorney 0 Page 6 of 7: Goods and Services Agreement between the City of Ashland and Zenon Environmental Corporation Acc"R" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDONYYY) 03121/2024 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 pollcy(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 Ileu of such endorsements . PRODUCER CONTACT NAME' MARSH USA, LLC. PNONE 155 N. WACKER, SUITE 1200 aC Net: ADP 1L Chicago, IL 60661 AM: VeDha.CertRequesgmarsh.com I Fax: 212-948-5053 INSURERS AFFORDING COVERAGE NAIC i INSURERA: EverNt NalWal Insurance Company 10120 ZENEC Trevor INSURED ZENONEnvironmental Corporation INSURERB: Everest Premier Insurance Company 16045 INSURER C : ACE Pmpito and CasuallyInsurance C&Wany 20699 36M Horizon Blvd INSURER D: Trevose, PA 1905M742 INSURER E : INSURER F : CAVFRAGFS CERTIFICATE NtIMRER! cF11.n1w7w.IH REVISION Nl1MBER: 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. ILTR TYPE OF INSURANCE AODL S BR POLICY NUMBER MMIDDY EFF POLICY EXP LIMITS A X COMMERCIALGENERALLIABRITY RMSGLOM-241 OV0112024 01101/2025 EACHOCCURRE14CE $ 10,000,000 CLAIMS -MADE X❑ OCCUR DAMAGE TO RENTE PREMISES Ee occur ©nce $ 1,000,000 MED EXP Any one person $ 10,000 PERSONAL & ADV INJURY $ 10,00010W GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 25,000,000 X POLtCY JECT r LOC PRODUCTS - COMP/OP AGG $ 10.000,000 $ OTHER: A AUTOMOBILE LIABILITY RM5CA00068.241(ADS) 01/01/2024 0110t/2025 C tgOINED1SINGLELIMIT $ 10,000,000 BODILY INJURY (Per person) S A X ANY AUTO RM5CA00065.241 (MA) 0IM 112024 0110111015 BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY r— PROPERTYOAMAGE P r cddent $ $ C X UMBRELLALIAB X OCCUR XEU G27927865 009 0110112024 01101/2025 EACH OCCURRENCE $ 1,000,000 AGGREGATE S 1,000,000 EXCESS LIAS CLAIMS -MADE DED RETENTION $ S B B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICERIMEMBEREXCLUDEO9 (Mandatory In NH) NIA RM5WC00092.241(ADS) RM5WC00094.241(FL, ME, NJ) RM5WC00095-241(W), MA) 01/0112024 0110112024 01/0112024 01/01025 Ot/Oi/2025 01/01/2025 X I STATUTE ER E.L. EACH ACCIDENT - $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE- POLICY LIMIT $ 1 Ir yes descnbe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS IVEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is requtrsd) RE: Murrapal Membrane ReplacementVeofa Proposal Number 5319W, 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 Ilablity arising out of the operations of the named Insured. This Insurance Is primary and non-mntrlbu6ory over any eldsfing Insurance and limited to liability arising out of the operations of the named Insured and where requked by written contract UtKIIFK:AIt MULUtK UANUMLLAIJUN CityofAshland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 East Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ashland 97520 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE —%%� 'LZS�'� —4f-0dr ©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 Y (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 M m 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes, certain entities, not individuals; see o ❑ Individual/sole proprietor or 9 C Corporation ❑ S Corporation ❑ Partnership ElTrust/estate Instructions on page 3): single -member LLC Exempt payee code (r any) 5 O. o �'� ❑ Umited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnershlp) 0- 0 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 c N •.CC LLC If the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC Is code (if any) another LLC that is not disregarded from the owner for U.S. federal tax purposes. OthervAse, a single -member LLC that te Is disregarded from the owner should check the appropriate box for the tax classification of its owner. 8 ❑ Other (see instructions) ► (xppW toxc 13 misUk-Pdowua the us) to 5 Address (number, street, and apt. or suite no.) See Instructions. Requester's name and address (optional) 3600 Horizon Blvd. 6 City, state, and ZIP code Trevose, PA 19053 7 List account numbers) here (optlonal) 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 (SSN. However, for a resident alien, sole proprietor, or disregarded entity, sea the instructions for Pert 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 ) Employer Identification number Number To Give the Requester for guidelines on whose number to enter. F_ ___1 F__T_T_T__(— ©total©I©�lo©i©r� lj j 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. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not requiredjq sin the certification, but you must provide your correct TIN. See the Instructions for Part 11, later. sign signature of / Here I U.S. person)- Date �" - �- Date► 02/02 2024 Generallnstrub#1ons `I/ Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer Identification number (TIN) which may be your social security number (SSN), Individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. It you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) 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: bett.russell(a)ashland.or.tis Plant 1295 Oak Street, Telephone No.: 541 5522335 Address: Ashland, OR 97520 USA Jason Diamond Email: jason.diamond@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 20120M cassettes with 350ft2 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 VWVfP 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, ABMel, Absolute.Z, Absolute.Za, AccuSensor, AccuTrak, AccuTrak PLUS, AclNow, Acufeed, ALGAECAP, AmmCycle, Apogee, APPLICATIONS ATLAS, AquaFloc, AquaMax, Aquamite, Aquaplex, AquaSel, Aquatrex, Argo Analyzer, AutoSDI, BENCHMARK, Betz, BetzDearborn, BEV Rile, BioHealth, BioMate, BioPlus, BIOSCAN, Bio-Trot, Butaclean, Certified Plus, CheckPoint, ChemFeed, ChemSensor, ChemSure, CHEX, CleanBlade, CLOROMAT, CoalPlus, COMP -METER, COMP -RATE, COMS (Crude Overhead Monitoring System), Continuum, CopperTrol, CorrShield, CorTrol, Custom Clean, Custom Flo, Cyto3, DalaGuard, 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, FllterMate, 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, MACarder, Mace, Max -Amine, MegaFlo, Membrex, MemChem, Memtrex, MerCURxE, MetClear, MiniWizard, MK-3, MOBILEFLOW, MobileRO, Modular Pro, ModuleTrac, Mon!IAll, 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, Petrofio, Petromeen, pHlimPLUS, PICOPORE, PlantGuard, PolyFloc, PowerTreat, Predator, PRO E-Cell, Pro Elite, ProCare, Procera, ProChem, Proof Not Promises, ProPAK, ProShield, ProSoly, ProSweet, Purlrex, QSO (Quality System Optimization), QuickShip, RCC, RE:Sep, Rec-011, Recurrent, RediFeed, ReNEW, Renewell, Return on Environment, RMS (Reckless 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 Weslchar, SuperSlar, TFM (Thin Film Membrane), Therminator, Thermoflo, Titan RO, TLC, Tonkeflo, Travel-ab, 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 Q 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........................................................26 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 C)VEOLIA 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. 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 631996 — revision # 3 — March 14, 2024 Page 5 of 32 QVEOLIA Invoicing, Approximate % of 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 350ft2 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 (i)VEOLIA 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), 1316thy Ottb u 4, Oroszl6ny, 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 6 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 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. 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 QVEOLIA 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 . on Data Units replacement 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 10 10 train Maximum number of modules per 26 20 20 cassette 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 8 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 (i)VEOLIA 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 5-300C (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; Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 12 of 32 Q 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. Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland VWVTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 13 of 32 QVEOLIA 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. FrequencyMaximum Operating Recommended Slack Inspection 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 (DVEOLIA 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. 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 Veolla 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 QVEOLIA 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 Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 17 of 32 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. Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 18 of 32 (i)VEOLIA 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.all(aveolia.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 631996 — 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 PO. 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 receivers 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 Q VEOLIA B — General Terins 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 (i)VEOLIA 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: x 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. vocentral0veolia.com or Veolia Water Technologies & Solutions attention: Contracts Administrator Please contact nam. service. oocentrahaveolia.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. doe. control: author: RM filename: Ashland Tertiary 531996.3 400 x ZW5000s 350fi' Mar 14 2024 last modified: 3/14/2024 12:29 PM technical review: JO 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 verlturi ejector mechanism to create a vacuum utilizing plant compressod a'r. • The Air Ejector System creates vacuum without moving parts except for a solenoid vahe that is used to turn the vacuum on and off. • An air Etoclor 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 (MIT) 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 below. veoaa WoOt T2<Mob�4s Pleases cmtad In ru nr�N.vtoYwatart/cMobyYl a tom How will using an Air Ejector System help me? • Extends the fife 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. • Provides nolse and energy reduction since the Air Ejector System is used intermittently. • Increases flexibility since each train will have Independent air removal • Increases productivity by vanting 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 indrvidffat parts that mako 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 COrfressed a01 Irtei '.': hPT COT Vft SVd air 1—d IY_lal� VaNv i Cwp'" d air kkl ricer COIYressed ail snlerlcrd THIS 19 THE ONLY PLC OUTPUT REOUIREO Fernaate r—k, pr--Mc I clot-)W'r 1' F;MO rhh •acuvn 0w02 n'errrufe trade raM KoWr n Tahc 1' Pernrase hesx. coryeGton A Page 23 of 32 (DVEOLIA 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 OVEOLIA 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 Seiler agrees to sell products and equipment Qointly "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. Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 25 of 32 (i)VEOLIA 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. Setters 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 Sellers facility or (at Sellers 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 Buyers systems or the Equipment at the Buyers 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 Buyers facility and all related system in accordance with Sellers 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 Buyers 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 party property'. 8. Compliance with Laws and Permits. All permits, authorisations, and licenses which are required to construct, install and/or operate Buyers facility or equipment, to use the Equipment, or to manage and dispose of any wastes, discharges, and Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 26 of 32 (j) VEOLIA 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 Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 27 of 32 QVEOLIA 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 (1), (ii), (iii), and (iv) and related terms state the entire liability of the Seiler 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 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 party in excess of the limitations and exclusion of this article. 16. 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 Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 28 of 32 Q VEO LIA 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 (li) 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 Sellers 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 Sellers right to terminate this Agreement for cause. Any cost incurred by Seller in accordance with any such suspension (including storage costs) shall be payable by Buyer upon submission of the Sellers invoice(s). Performance of the Sellers 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 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 Party 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 Buyers 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 Buyers 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 Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Page 29 of 32 O VEOLIA 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 party 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. 22,E^tire Acgfeement-. agr r aacSelteF are _ : ! • _ . ! . .: ! �::. • ! ! _ ! : .. _ ! : • ! j►•T.■TTJ1R.l:SilR.tST:tT.1r7T.T.T-111RTJ LT.RaSTJ7�LT' Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision It 3 — March 14, 2024 Page 30 of 32 C)"VEOLIA Attachment D ZENON Environmental Corporation W9 s.9 Request for Taxpayer Form olvo Fora, to the QV-,. Identification Number and Certification requester. Do not y sand to the IRS. INtrrwl Rwadrr 5vstq ► 00 to w%v%vJmgov1FormW9 for iMtnrotlons and use W"t Inlormstion. t fWrr(a shunmlourMearesfa Men). Hamsarsl[.iadmasa lnr, ao rhal lss.s tuts lr�btrk Zenon Environmental corporation 13,4noss rwns rom, 06ittrot from &Love uGerh rPproprWa box ter todtraf tar tlaasccatah o1 M tArtah afgso rwns h W sro0 on Inns 1. rlheek edy orw q M e FxrnPera (cadet 8WI Gdy h g� Fo" seven Oozes. canasta enites, rot V4104AW to it [3Irdh1lsn61rle pmprkW or (I C cap.,a — El Cofrvraem ❑ Pstrrshp ElrNsl/b>Tde wvucdars m pate 4fj avgN mtrrbor LLC Da rpt sayes cods N sa)1 5 ❑ lirtitcd iablAy cortpa+y. Frier •Ins W citsaificat:�rh IC C carpxatm, S•3 ccrsorakut P-Pstrhadhpl ► 'af NOIK Ceecx tlh0 tppoprWo Oox h M W suc.a W me LL[ eletacaran net M inptrmns'rhbcr Weser. 0o rat MKk EW V W Isom rATCA "Pow" LLC 0 an LLC Is cheiacd as a dnprrrearber LLC oral Is dmalluded Morn the owrhs unless We vaner of Ise LLC's code M wo rgaw Ile shot It not aWoitardod even to owner to Use. Worst to pvrpooss.Osemgo. a s1r4s~h4f UC Is 6seWded ko� the arms should duck ea sppropriam box for No W cUsa fiuUon of is aw. w. tMAer Itso nstmoorol ► r5hw r w:a.ue.rwes.+fne.a w van • Address Otrebor, stet. and W. or tots ns4 eaa hsbuceav, 1109461er's Rome ono Sodom fopaaeb 3W Horizon Blvd. • City, strata, sd ZIP code Trevose. PA 100 T lkt scoot" mmtp(N two NDtand) 11 ax entlfica on un*er Ester your TIN in tits appropriate box. The TIN provided must match the name given on line to avoid EocW saswibrwar Isar backup wdhhciding. For n6vlduale, this is Watally y0ur social security number M% Holy*van, for a resident alien, solo proprietor, on disregarded entity. we the Instructions for Pars t later. For other - onklies, it is Your wwlmw idenkrrcalion number (ElM- If you do not haw a number. too How fo oat s TIN, later. Note: h the account Is in more ten one name, see the Ireuucbons tor line 1. Aso see Whet Name aad Mandan To Quo the Rogl»skr for gtiddines own Moso nvnbr to enter. tYWe(pereltes of per)ury. I certify that 1. TM number shown on this lam Is my correct ta.'payvr idc+mifica. on nlnbm (or I am waling for a number to be Issued to me); and 2. 1 am not sublect to lockup tWhholding because: (a) I ail exempt from backup wdtN`ulding, or (b) I nave not been notified by the Internal Revenue Service (IRS) trot I am subiad to backup witdvUrg as a result of a fa0xe to repent all IrAwest or drAdonds, or (c) t1w IRS has noticed me that I am no longer PAW Io backup witM,o(dm0; and 3. 1 am a U.S. Calm Of other U.S. person (defined below); and a. The FATCA code(s) entered on the farm Of any) Indestng that I am exempt from FATCA reporting IS correct Cortlkaton Instruetlors. You must cross out Item 2 above d you teve been noticed by the IM that you are wrsmly subject to barAvp wtWsddlrg because you Ives failed to report al Idrast and divkknds on your tax return. For real astata trsrsoctbns, horn 2 does not apply. For mcrttio0o Interest paid, acquisition or eberdoatent of stowed property. encellstion of debt, contrdAfons to on WNUA retirement awe Bement (Irta), and gerseraly. payments other than Interest and dt"nds, you re not tequled to dgn the oprtikekan, but you must prosde youw correct Tilt See the Inslructom for Pan II, late. Sign elesulwa of Here u6 ssoon► cap► 91A9;7023 General Instructions Sect )on refe(moLa we to the Internal Revenue Code unless otherwise noted. rvtwo dsyslopmsnt* For the IOWA infommation about dr:Noprronls retitled to Form W-9 and its Instructions. such as legislation erected after they wars published, go to vemv-ksgov/FamN9 Purpose of Form An Individwl or snW lForm W 9 requester) ubo Is rowired to file an Infrnnstion return with the IRS must obtain your correct taxpayer Identificaton number MM which may be your social security number (SSW, ► divsdusl taxpayer identification number Gnu, adoption taxpayer Idenufleation member (ATIN). or employer Idefxmkatbn number (EIM. to report on an Information return the rnourhl paid to you, or other amount reportable on an Warratlon return. Examples of Information returns include, but re rot Mewed to, the following. e Form i D99-WT (interest warred or p" Cal. N). I on IX • Form 1000dMV (dividends, Including those Isom stocks or mutual fuxfy a Form 1009-MISC (wanes types of Income, prism, awards, a gross proceeds) s Form 1099.9 (stock or mutual ftx)d sales ant certain other bnsadiona by brokers) s Form 1099-S (proceeds Ian rest estate tnamactlaa) s Form 1009-K (merchant card rW third party net%%onu tramactbns) *Form 1098 promo matlTsgo IMorssl}.1090-E (student Ism nlrosl), 1099•T (tuition) s Form 1090-C (canceled debt) Form 1099-A (acquisklon or ebandorrnent of stcwed property) Use Form W9 any it you ape a U.S. person (nduding a resdot aten), to provide ydta correct TIN. droudo nW fsaim Form W-9 to the regsmsfer wxh a TIN, you nyht besv4WI toWaW rylthho0$ng. Soto 1'hhat Is backup m7Mcldng, Lifer. Veolia Confidential and Proprietary Information Membrane replacement proposal for the City of Ashland WWTP Proposal number 531996 — revision # 3 — March 14, 2024 Fom W-y p4v. IPtolll) Page 31 of 32 Q VEOLIA ZENON ENVIRONMENTAL CORPORATION ADDENDUM TO FORM W-9 Zenon Environmental Corporation owns of 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 Vilest 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 it 3 — March 14, 2024 Page 32 of 32