Loading...
HomeMy WebLinkAbout2011-326 Agrmt - GE Zenon Environmental Corp GE Water & Process Technologies Membrane Replacement 3239 Dundas Street West. Oakville,Ontario,Canada L6M 482 IProposal Tef:905465 3030 Fox 905 4653050 City of Ashland.OR Rate: November3 2011 TO° referred to here as Ashland or Buyer No.of.Pages: 14 Including cover _Attention- David Gies,Water Reclamation supervisor Embil: aiesd(�?oshlond.ocus. 20 E.Main Street Tefophopg No-'. 541552 2335 Address: Ashland,Oregon 97540 Fax No::I 541552 2364 USA _._5 5 Emall:_ Louro.8lack Qexom Regional Black 'Telephone Nb- 905 465 3030 x3715 From: Re stern USA Manager, Cell No.'d Cell 905 4643038 Western USA Fax No:: 9054653050- —Cc-- Scott Hortop,Ed Coulter,Julle Hatch PioposalNo:1 204523 Subject: Membrane Replacement-2^d Train Modules ONgihal Project No 500122 _ Ashland Waste Water Treatment Plant,Municipal Waste Water-Tertiary Treatment,500c,4 trains, Plant: 10 cassettes per train,26 modules per cassette,total module count=1,040,Substantial Completion Date Oct 17,2002,No current Warranty or GMRP appAmble. .F J f %:4c :' Cam • f a:. ' ' IJ r i i Ashland-Membrane Replacement-20d Train CGE November 3,2011 204523 - - Page 1 0114 f 3 i GE Water & Process Technologies Table of Contents 1 Background............................................................................................................................3 2 Scope-GE...............................................................................................................................3 2.1 Supply Membrane Modules................................................................................-.....................3 2.2 Membrane Module Warranty................................................................................_.........................3 2.3 Delivery.............................................................._._............................._.....................................................3 3 Scope-Ashland..........................................................................................._........................4 3.1 Maintenance Notes for Replacement Membranes.................................................................4 3.2 Installation Preparation................................................................_.....................................................5 3.3 Installation.._........................................................................._.._..................................................5 4 Product Support.....................................................................................................................6 5 Prices........................................................................................................................................7 6 Terms and Conditions of Sale..............................................................................................7 7 Seller's Warranty-ZeeWeed®Membrane Module 2 Year Full Replacement...........:................................................................:............................................11 8 Signed Agreement...............................................................................................................14 GE Water and Process Technologies as Seger submits the information contained in this document for evaluation only by Buyer. Buyer agrees not to reveal Its contents except to those in Buyers orgonizoUon as is necessary for evaluation Copies of this document may not be made without the prior written consent of Sellers Management. If the preceding is not acceptable to Buyer,this document shall be returned to Seller. This proposal has been issued, based on the information provided by Buyer and currently available to GE Water at the time of proposal issuance. Any changes or discrepancies In site conditions.Including but not limited to changes in system influent water characteristics,changes in Environmental Health and Safety conditions, changes in Buyer financial standing. Buyer requirements,or any other relevant change or discrepancy In the factual basis upon which this proposal was created may lead to changes in the offering,including but not limited to changes in scope of service,pricing,guarantees,quoted specifications,or terms and conditions. Ashland-Membrane Replacement-2n°Train ®GE November 3,2011 204523 Page 2 of 14 GE Water & Process Technologies 1 Background The City of Ashland is preparing to replace the original 500c-220 sq.ft,modules in the 10 cassettes of Train#2 with a comparable membrane module.At this time Ashland have declined the option of purchasing new hose lines(permeate and aeration)and on-site FSR assistance. Currently GE is able to provide a ZeeWeed®500c membrane module with increased surface area (13.5%)over the current membranes in service(250 sq.ft.vs.220 sq.ft.). The advantages of the increased surface area are: ❑ It allows the plant to operate the membranes at a reduced flux rate while maintaining flows which can result in longer periods between cleans(reducing nonproductive down-time)and may i increase length of overall time in service due to decreased operational stresses on the modules, i or, ❑ It allows the plant to operate the membranes at the some flux rate while providing increased flows. 2 Scope- GE 2.1 Supply Membrane Modules Supply 260 ZeeWeed®500c 250 sq.ft Membrane Modules,individually bagged,boxed and crated ready for ocean shipment 2.2 Membrane Module Warranty These ZeeWeed®Membrane Modules are supplied with a base 2 year Full Replacement Seller's Warranty against manufacturing defects.For details of the warranty coverage on the membrane modules supplied,please see section 7. 2.3 Delivery 0 CIP-Delivery will be on the basis of CIP Ashland W WTP,Ashland,OR.Incoterms®2010. Clp=Carriage&Insurance paid.Partial shipment will be acceptable unless otherwise specified. ❑ Origin-Delivery of ZeeWeed®membranes originates from the GE Water&Process Technologies,ZENON Membrane Products IZEMI.816thy Ott6 u 4.Oroszl6ny,21140 Hungary facility. ❑ Expert Documents-Ali ZeeWeeds membrane module shipments into the USA require clearance documentation from the EPA.GE Water will prepare and provide the required EPA documentation to the Carrier. ❑ Taxes and US Duty-A US Customs duty of 3.9%applies to all ZeeWeed®membranes. This duty alone is included in the price table and will be remitted by GE.Any other duties Ashland-Membrane Replacement-2e°Train ®GE November 3,2011 204523 Page 3 of 14 GE Water & Process Technologies imposed are the responsibility of Buyer.Any applicable sales or value added taxis not included. All applicable local,Provincial,or Federal taxes are the responsibility of Buyer. ❑ Temperature-t1F membranes cannot be allowed to freeze or overheat and may require temperature-controlled freight and handling according to the season and the planned routing. ❑ Av_ailablOW-Delivery of membrane modules is typically 20 weeks after receipt of order. Definitive Membrane Module availability will not be confirmed until a Purchase Order is received from Buyer and acknowledgement of a Purchase Order is issued by GE Water. 3 scope —Ashland 3.1 Maintenance Notes for Replacement Membranes At the time of any full plapt or full train membrane replacement,it is recommended to evaluate the appropriate timing of repairs or replacement of the following oncillory system components: ❑ Is it the right time to address any tank coating repairs which may be required? p Is it the right time to replace non-metal cassette components? ❑ Are any of the hoses,clamps,camlocks,comlock seals and couplings due for replacement? Preferential Flow Preferential flows can create a risk of over-Fluxing of new modules when they are installed in the some train with older modules.The mixing of old and new modules in the some cassette also makes management of slack adjustment more difficult.GE Water recommends that Buyer 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. By replacing all 260 membrane modules(10 cassettes of 26 membrane modules each)in Train #2 of Ashland W WTP,this risk has been neutralized. Membrane Slack GE'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.Usual 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. Ashland-Membrane Replacement-2rdTrain ®GE November3.2011 204523 Page 4of14 GE Water & Process Technologies Maximum Operating Temperature Recommended Slack Inspection Frequency 0-24 deg C/32-76 deg F Every 2 years 25-30 deg C/77-86 deg F Once Per Year >30 deg C/>86 deg F Twice Per Year 3.2 Installation Preparation ❑ 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. O Membrane Membranes must be stored in a sheltered area,protected from freezing, direct sunlight or extreme heat,and sealed as shipped until ready for use. Storage i should be in a dark,dry,level area at a temperature of 5-30°C(41-86°F).Membranes should not be stored longer than necessary prior to installation.Buyer is responsible for risk of loss of Seller's parts while in storage at the plant. 13 Inspect,evaluate and make repairs as required for the membrane tanks,mounting brackets,hoses and all connections prior to GE Water arriving at site. ❑ Provide all access structures such as scaffolding)and mechanical lifting equipment including cranes,forklifts and scissor lifts. 13 Assure availability of a copy of the Operating Manual,all Process and Instrumentation Drawings,and all Electrical Drawings on site and accessible for reference. 3.3 Installation O Isolate cassette(s)from the rest of the system as required, ❑ Remove cassettes from the system as required. • Clean each cassette as it is removed from the system. • Place new modules into each cassette. O Return the cassette to the system and re-commission cassette when able. ❑. Dispose of membrane module preservative as well as all retired membrane modules and cassette components. ❑ Dispose of shipping and packaging materials unless specifically requested not to,by GE. Ashland-Membrane Replacement_20d Train CGE November 3,2011 204523 Page 5 of 14 GE �4 Water & Process Technologies 4 Product Support One of the ways that GE Water has clearly distinguished itself from other membrane manufacturers is through the range of services and support offered to our customers based on the many years of experience in OF membrane filtration.Included with any membrane replacement are the following services: Local Support-GE Water has a global network of GE Water&Process Technologies service personnel that can deploy at short notice.These personnel have access to all the latest tools, procedures and equipment to provide the optimum assistance and support to plant operators. Techfilcnl Support-For the life of each system supplied by GE Water,plant operators have telephone access to a skilled GE Water technical support specialist who will assist Plant Operators in troubleshooting of system problems during business hours. `TetFinical Support-Hours of Operatib n&'Telephone,_, 'Nu- intiers DayGmr:Hours of operation: 8:30om to 5.00pm Monday to Friday,Eastern Time Zone Telephone,toll free in North America: GMT-5 1-566-271-5925 Telephone, outside,of North America; .,1905-465-3030 and ask for Technical Support Email address for Daytime Hours, GEWoter.TechnicaiSuppSjl@ae.com ZeMeeil®Users Group-As an on-going support to ZeeWeed®plants,an annual 2 day Zeet4reed®Users Group meeting is organized by GE Water consisting of formal meetings and a tour of the hosting ZeeWeed®plant. New technologies are introduced,current issues are tabled,and roundtable discussions ensue. The Users Group has become an excellent forum for experienced operators to keep current.to renew old acquaintances,to exchange the"tricks of the trade"with each other,and to impart their hard-won knowledge to newerZeeWeed® operators.Generous hospitality combines with Informal experiences and exercises to enhance the esprit de corps between domestic and intemational plant operators. All ZeeWeed®plants are invited to send operators representing the plant. GE Water covers conference,food,and hospitality expenses. The plant must cover the operator's travel and hotel expenses,and a small conference fee. GE Water supports this forum to facilitate interaction between ZeeWeed®Plant Operators and to provide a forum for real-world feedback to GE Water's management,design and operations staff. Ashlond-Membrane Replacement-2nd Train WE November 3,2011 204523 Page 6 of 14 GE Water & Process Technologies 5 Prices Total,Price I ;Qty Itegi tuSD 8 ,260 ;sli 2eeWeed 500c-250 sq.ft.Membrane Modules p/n 850133,- Freight based on single stack shipment,and Insurance.CIP Oakville '' 1 . to Ashland,OR,Incoterms®2010. 480,203.00 1 3.9%Customs Duty on 2eeWeed Membranes 1 6 Terms and Conditions of Sale i - i A-Specific Terms pnd Conditloiis of Sale l 1 Legal Entity for Contracting I ZENON Environmental Corporation is the name of the legal entity providing services and is an of Mate of GE Water&Process Technologies Canada. Purchase Orders and Checks should be mode out using the name 2ENON Environmental Corporation. Short Form:Where a short reference is required In this document,for convenience,we are called simply GE Water. 2 PaymentiTerms On approved credit,payment terms ore Net 30 Days and invoices will be issued on the fallowing schedule: • 30%with acceptance of Purchase Order.Shipment of membranes Is contingent on receipt of initial milestone payment. - 70%with membrane module shipping documents supplied to Carrier. 3 Price Validity Prices quoted are valid up to thirty 130!days after the date of issue of this proposal unless confirmed with a Purchase Order. 4 No Title to Process Materials At no time will Seller be deemed to hove taken title to Effluent Water,Influent Water,sewage sludge,Non-standard Substances,Hazardous Materials,harvested fibers or any other materials or substances processed at the site or treated by Seller pursuant to this Agreement.Seller does not take responsibility for or provide waste characterization,disposal facility selection,or disposal.Buyer Is responsible for oil wastes and waste disposal from the plant Wastes may include,but are not limited to water system reject waste,used RD or ullrofhltrotion membranes,clean-in-place related wastes and wastewaters,spent media,used granulated activated carbon, cartridge filters,equipment and consumables,lubricogor"l contaminated debris/rags,other maintenance related wastes,lab analysis residuals,and office waste. 5 Purchase Order Guidelines Please ensure 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. Ashland-Membrane Replacement-2b Train ®GE November 3,2011 204523 Page 7 of 14 i GE Water & Process Technologies ❑ Legal Entity-Please be sure your Purchase Order is issued In the name of the specific GE legal entity issuing this proposal cited in Section 6,item 1;Legal Entity for Contracting.We will be glad to work with your Purchasing department to set this entity up as an approved SupprierNendor. ❑ Hard Copy-Our strong preference is to receive a hard copy of your Purchase Order rather than o PO number alone. ❑ Proposal Number on-&&ate-Please reference the 6 digit Proposal Number and the Proposal Oate which are found In the footei of each page. ❑ Price-State the total price you are accepting for this order. ❑ Taxes.-Provide any required tax exemption certificates. ❑ Shlp;To Address-Please clearly define the plant site address or delivery location and the Receivers email& telephone.Specify receiving hours and any special off-loading requirements. ❑ Delivery Date-Please Include your requested delivery date or agreement start date. Ashland-Membrane Replacement-2m Train ®GE November3.2011^204523 Page 8 at 14 GE Water & Process Technologies B-General Terms and Conditions of Sale Note to Purchasing Agent; The following are GE Water's standard set of commercial terms 6 conditars,written for moderate value transactions to allow on efficient and rapid provision of services and parts If these terms are not immediately acceptable,pkose expect o typical 630 week cycle of mutual review to build agreement on changes. i L Exclusive Terms and Conditions.together with any other tens the price.sole of derwery of any products or services furnished hereunder. the parties agree to in switiM these Terms and Conditions of Sale farm Buyer shall furnish Selerwilh evidence of exemptionacceptoble to the toxing the exclusive terms rAgreement')whereby Buyer agrees to purchow, authorities if applicable. For mutt-yew agreements, pricing stated shall and Seller agrees to sell Goods and provide advice,Instruction and other remain firm for 12 months,after which Seller shall be entitled to odnst pricing services In connection with the sets of those Goads ('Semiceft upward an an annual bas's according to the designated formula used by Notwithstanding any pro skis communicated In any sway by Buyer to Seller in Buyer's country and which droll be notified to Buyer. Unless Seiler prior to this Agreement including any terms contained in any otherwise specified.all prices ore FOB point of shipment.Buyer agrees to request for quote by Buyer.Buyer agrees that this Agreement will control reimburse Seger for collection costs,hxtudkg M Interest per month.should the relationship by accepting Goods and Services from Seger,even B Buyer fail to timely pay.Buyer shall have no rights to any se(ofl of any Buyer sends to Seger other terms and conditions to which Seger may not nature relating to any payments due under the Agreement.Notwithstanding respond the terms set forth herein or of any agreement or acceptance of Seller's 2.Buyer Obligations.Seiler MR not control the actual operation of quotation.Seller reserves the fight at any time and from time to time by either Buyer's systems or Goods at the site, and unless otherwise nab In writing to Buyer to kl Increase Prices lot Impose temporary price specifically agreed In writing, installation of Goods shag be the adjustments)based on increases in the cost of!rose components for the responsibility of Buyer. Goads and SeMces provided hereunder are Goods or Services provided,where the Increase Is due to increased global { based upon the Information Buyer makes available to Seger,and Seller demand,limited supply,temporary product shortages,allocation of supply,of t reserves the right to utilize the most compact and feasible design such other similar inflationary pressures:and lb)Impose o surcharge equal to I compatible with sound engineering practices.and to make changes in any increase in the cost of the Goodson Services as o result of o modification detogs of design, construction and orfongement of Goods unless of exchange rates,loxes or other levies imposed by public oulhorgim precladed by limitations Wxludkrg,but not limited to actual space and S.Payment for Excessive Usage;lost and Damaged Goods If payment feedwaler/substance quality specifications)specified by Buyer In writing fat Goads Is based on some factor other than the actual amount of Goads at the time an order is placed.If no such Imitations ore specified.Seger delivered (e.g. payment is for a fired amount of based on usage or shag not be held responses for incompotigity of the Goods and productbnl then Buyer agrees to pay for of Goods b)consumed as a result Services due to changes in feedwaler/substance quailyspecgkolkns or of Buyer's follure to comply with Obligations as set forth in Section 2;or @I she conditions nor for Incompatibility with actual space w design lost or damaged after delivery to Buyer. Buyer shall provide Seger DO Imitations.which were not Initially disclosed by Buyer and become Information necessary to calculate amounts due and enable Seller to oudil apparent at a later date.For Services to be accurate and Goods to work those records. as intended.Buyer must WIRI the following obligations Mb®galfons'k(a) 6.Consigned Goods Buyer shag bear all risk of loss and damage to all provide Seger complete and accurate Information and dote relevant to consigned Goods in Bu the scope of work to be provided,such ors Information related to Buyer$ d Y�Possession ll control.w the right Buyer's site conditions,systems,related equipment and processes,feedwater or exercise of reasonable cove. Setter shell hove Ute right renter Buyers other substances to be treated or measured with the Goods.Including prer11Ke5 0[08 reasonable times W inspect such Goods and related records. {{ any hidden,unopporent.or charging conditions that may orfecl the Upon request. Buyer agrees to return such Goods to Seger pursuant to effectiveness of the Goods;(b)operate or related systems and the Goods Sellers sblpping Instructiom within the agreed to control parameters or, if crone,within industry 7.limited Warranties.Seller warrens that the Goods shag conform to customary operating conditions:(c)maintain all related systems and Published Specifications and stroll be free from defects in material and Goods in good operating condition and repok;and Id)maintain and workmanship when,at all times.operated In accordance with Seders written handle Goods In o proper and safe manner.d Buyer fags to fulRl the Instructions;and that the Services will be performed with the degree of stiff foregoing Obligations,Seller shag be relieved of any obligogon;with which con reasonably be expected from a setter engaged in a comparable respect to warranties or any other commitment made to Buyer In business and providing comparable services under comparable f writing,and Seller shop have no gab3ty,fa any Inns,damage of Injury circumstances.Under no circumstances do Services Include the operation, which Buyer maysustoin ortorwhich Buyermay be gable.Buyer is so* inspection or maintenance of Buyers systems or acting as o licensed responsible for the operation W Buyers systems,Including ensuring that operator as defined by local regulatory authorities the systems ore operated and maintained ptopedy and campy with as Unless otherwise provided In any Warranty Schedule that may be laws.Nis.regulaUors,license conditions and orders. Seger will not attached hereto.the foregoing warranties are void:(a)far Chemical,the operate, inspect or maintain Buyer's systems or act as o Ikensed earlier of the shelf-He of the product or 6 months from their dote ofdeovery opemtwwderuedbytocolreguktoryouthorities. or the provision of Services; thl for Cansrxnobes, Including Falters and S.Delivery. Title and risk of loss or damage to Goods as well as Membranes,12 months from their dole of delivery.k)fat Goads other than containers and looks In which Goods we contained,except as provided Chemical and ConwmotiLm the eaf ier of.IS months from receipt.or 12 for in port 6 of this subsection But of General terms 6 Cendfions shag months from start-up?rst use.Unless expressly agreed in a 'Performance pass to Buyer upon delivery to carrier of designated shipping point Warronly Document'signed between the parties an a separate basis.them's Delivery dotes Indicated by Seger are only approximate. Quotations and no performance womanly an Goods and Services or warranty on process proposal drawings provided by Seger shav any general style, rewBs For Goods not manufactured by Seiler,the mminly shag be the arrangement and approximate dimensions and weight. manufacturer's transferable worronty only. Any claim for breach of them 4. Payment and Prices. Unless otherwise specified in railing, warranties must be promptly notified In writing or the claim will be void. payment is due net Utility IlOi dogs from the dole al Sellers Invoke.If Sellers sole responsiWily and Buyers exclusive remedy arising out of or Seller shag hove any doubt at any time as to Buyer's ability to pay.Seger to.at S ll the Goods or Services or any breach of these Goods or l urnd of may decline to make deliveries except on receipt of satisfactory security. tor'at Sellers price of then replacement of non-conforming Goods a refund of { The prices quoted herein do not include taxes Buyer shag be directly purchase Seervices o isw or a refund of the omgountdpoid a the ervicoes of issuer No responsible,and reimburse Seller,for the gross amount ofany present or allowance will be made far repairs or alterations made by Buyer without future sales,use,excise,value-added,or other similar lox applicable to Ashland-Membrane Replacement-2^d Train ®GE. November 3,2011 204523 - Page 9 of 14 t O� r GE Water & Process Technologies Seller's written consent or approval.Goods may not be returned to Seller engineer,w decade the software. Unless otherwise expressly agreed by without Sellerls written permission. Seiler will provide Buyer with a Seger.Ws license shall terminate and the software shot be returned to Seiler 'Return Material Order number to use for returned goads. Buyer•as the upon termination of this Agreement.or the material breach of the terms in original purchaser.Is not entitled to extend or transfer this warranty to this section. 6 Re in any other party. The foregoing warranties we in lieu of and exclude all Agt6d, n ":Seams in^""'ems•Mi" act,MW PDA �'Ff othervntabilyoroflutory. for assarularprpose.uhg anyworronry of d�igryipeii merdhontoblgryor of fMas for o porticulorpwpose. lteigeol. S.Use of Equipment Tanks,and Containers.Semi-bulk containers 12. UW WUan on t.lobglty.Except where expressly communicated to (SBCSI awned by Sege shall be used only for the storage of Goods Seiler,Seller shot have no IbbRy for Incompatibility of Goods with Buyer's approved by Seger oral Buyer shall return to Seiler all SBCs owned by the actual span or design limitations. To the extent permitted by low,the total Seger in an'empty'condition,as defined by appropriate transport or Nobility of the Seger for at c oims arising out of or rotating to the performance environmental regulotbns. Title to, and risk and ownership of at or breach of this Agreement or use of any.Goods or Services shag not exceed equipment, product containers fe,g., pons• drums, recyclable the annual contract value of lids Agreement.Seller shall not be Robb for any Intermediate bulk conlalners'1801 and tanks supplied to Buyer shag advice.Instruction•assistance or any services that ore not required under this pass to Buyer as provided for In section 3 of Nis set of Terns 6 Agreement of for which Seger does not charge Buyer.In no event will either CondiUas,except Not returnable SKI;shall remain property of Seger, pony be liable to the other lw lost profits or revenues,cost of copilot or unless otherwise stated In Selerss documentation. replacement of increased operating costs,lost or decreased production, 9. Compliance with Laviq Permits. Buyer Is responsible for claims of Buyer's Customers for such damages or any similar or comparable compliance with oil lows and regulations oppGnble to the operation of damages,or for any Incidental,special•consequential or indict damages of Its systems and to the storage,use,handling Installation.maintenance. my type or kind,irrespective of whether wising train actual or al" removal•registration and labeling of oil Goods(rain and after Buyers breach of warranty,imlemnNcalkin,product Nobility or strict liability,w any receipt of the Goads,aswdl as far the proper management enddBuyerl other legal theory.If Buyer ts supplying Setlen'S Goods or Services to a third of all wastes and residua associated with the Goods including but not Irby Bude shot require Ute lord party lo agree lo be hound r any douse. fimlted to containers,excess or off-spec product,testbtg wastes leg. H Buyer dos cool ify en ho agreement le wroth benefit liability arty reason, spent or expired lob reagents and tat Ishii and signing manifests for Buyer chat Indemnity orb hotel Seller harmless limitations at.ons an orisMg oil of waste transport and disposal.Buyer agrees to engine that of Goods and cWfns mode by the(hid party In excess of Ute gmtauons and exchsbn of Services provided to Buyer for export are exported only in compliance this clause. with oppUnble export control laws and regulations.Permits and Scam 13.ConMct%Survhml,Assignment.If there is any conflict between this which are required to operate apparatus or equipment or to use the Agreement and any written proposal or quotation provided by Seiler.then the Goods.shag be procured by Buyer of Buyer's sale expense.Buyer shall terns and conditions set forth In the proposal or quotation shag prevail If any be responsible for and procure otl permlK licenses, exemptions, term or condition of this Agreement or any accompanying terms and authorizations and opp ovals necessary to the operation of Its systems. conditions are held inualld or Megat then such terms and conditions shag be indudng but not Malted to permits related to liquid and solid waste reformed to be made legal or valid,or deleted,but the mmohurq leans and funding ling and discharge,ale and water emissions,sound,safely,etc conditions shot remain in full force and effect and the Agreement shot be Seger shot not be table if any such permit. Nurse, exemption, interpreted and implemented in o manner which best fulfills our Intended authorization or approval is delayed,denied.(evoked.ratticted,violated agreement.This Agreement may only be assigned by Seger to any ofllote. or not renewed and Bayer shag not be relieved thereby of its obligations; 14. Termination and Cancellation. This Agreement and any to pay Seger In ocaordancewith this Agreement. performance pursuant to it may be terminated or suspended by either party 10.Force Mejeure.Neither party will be responsible to the other H the other party to)Is the subject o f bankruptcy or Insolvency proceedings;or land no event of default will be deemed to have oawred) it M defaults in is material oltgotiors under 1146 Agreement and such default uaconfratoble evens make it impracticable or commerdoty is not aced within lhiryf30)days.Upon the lamination of Uds Agreement b) unreasonable for ether poly to perform under the terms of this Buyer ogres to pay far aN Goods In Buyer's possession or for which Idle has Agreement,provided no fora mojeure shall apply to Buyer's obggo0pn passed to Buyer,at current prices or at such other prices as have been to pay in a timely manner for Goads and Services. Scheduled delivery agreed to in writing;and(b)all amounts owing.H arty.for the equipment or data ore subject to extension when o force mojewe event occum tanks refuting to gorse Goods shag Immediately became due and shall be L Can denaallty wi In actual Froperrttyy��BBOoih porlfs ogree to glib sviteIn ' I�1 cloys of receipt of an Invoke. In the event of G1L ep conAden W I the other pony's proprklory rh&i puhfic infomrotlen,H cancellation of on order by Buyer,a concelotion charge wild be mode against (� any which may be acquired In connection with this Agreement Buyer ha»•in Drapalbn to the work completed by Soler,or obligated against the win rare without Sellers advance written consent subject Goods to order plus any cancellation charges assessed against Seger by Sellers toting,analysis,or any type of reverse engineering.Seger retails an wppges. { / Intellectual property rights including copyright which it has in of 11 Governing Low and Dispute Resolution.This Agreement f�6-t n 16V1_drovings and data or Wier defwerebles supplied or developed under governed by the substantive lows of the Slate of a UN rLF pA N this Agreement without dd Buyer's right to use know drawings and data Convention c on the nil this Agree Son of Goods shat cool apply.in the event e ll �5 for its oven use svof se ling the oo&Buyer ct to that Soler d o dispute concerning this Agreement the ent level re tarty shall notify of h in the business of selling the Goods subject lo this Agreement and other party In raiWg thereof. Management level representatives of bosh agrees that It will awl file patent applications on the Goods,or processes parties shall mend of an agreed location to attempt to resolve the dispute In and methods of using the Goods, without Sellers express written good faith.Should the dispute not be resolved within Ildnty 001 days after w I permission.Buyer further agrees that In any event any such patents will such notice,the co mplotni g party shat seek remedies exclusively through /not be asserted against Seger or its Customers based upon purchase arbitration. The soot of arbitration shat be the federal district court In and uu of such Goods. 1 and the rules of the orblUOlbn will be the Commercial Y pptad bitrotlon Rules of the American Pull mlon AssociaWn, which ore y� d ' tic-of-srseh Incorpwoted byreference Into this douse. litillaliolleft led ^ 1-_ alit. sotsvore Seger aims oM grounds pursuant to this Agcnenent shot . - r remoter terminable property.Seger provides f Buyer o Muted,no Agree sine � and terminable Benmse to such knlmvore for the term of this Agreement Buyer ogres rot to copy, sub-lxzrse. translate, transfer. reverse 9GJo5 land-Membrone Replacement-2ne Train ®GE November 3,2011 204523 Page 30 of 14 o 7>G` s k0 i 0 GE Water & Process Technologies 7 Seller's Warranty - ZeeWeed® Membrane:Module 2 Year Full Replacement This schedule sets out the warranty with respect to ZeeWeed®Membrane Modules('Membrane Modulesy.No other warranties,expressed or implied are made in connection with the sale of these products,including,without limitation,warranties as to fitness for any particular purpose or use or merchantability of these products.The warranty provided herein will be the exclusive and sole remedy of Buyer,and in no event will the Seller be liable for any special,direct,indirect or consequential damages,including,without limitation,loss of profits This warranty Is not transferable. i Product This warranty applies to only the Membrane Modules supplied under the Contract of Sale.Membrane Module means a complete Membrane Module.This warranty does not cover air piping to the Membrane Module,permeate piping from the Membrane Module,piping connection fittings,connecting hardware and cassette frames with their associated components Including but not limited to spacers,aerator tubes,aerator assemblies,screen,module dummies or module blanks. Identif catiom Membrane Modules are shipped by the Seller with a serial number Identification which confirms their place In the cohort set of Membrane Modules covered by this Membrane Module warranty. 2 Seller ZENON Environmental Corporation is the name of the Seller and is the Seger offering this warranty.The Seller may assign this warranty to other GE affiliates. 3 Buyer Buyer means City of Ashland. 4 Project Project means the 260 membrane modules sold under this proposal#204523. 5 Contract of Salle Contract of Sole means the sales contract governing the sale of Membrane Modulels)for the Project between Buyer and the Seller or its GE affiliate. 6 Scope.of Warranty The Seger 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 sholl be the responsibility of Buyer. All replacement Membrane Modules will be shipped on the basis of INCOTERMS 2000 EXW GE Manufacturing facility. Ali ancillary costs including but not limited to bagging,boxing,crating,freight,freight insurarice,applicable taxes, import duties,brokerage,receiving,forklift services,storage at site,re-attachment hardware,hosetclomptcamlock replacement,crane services,installation,fiber repair materials,glycerin gushing,commissioning and waste disposal ore the responsibility of Buyer. Full Replacement-Full Replacement means that in the case of a valid warranty claim for o Membrane Module failure,Buyer receives a replacement Membrane Module and does not pay for the value of use of the Membrane Module prior to failure. Ashland-Membrane Replacement-2n^Train ®GE November 3,2011 204523 Page 11 of 14 OGE Water & Process Technologies Prorated geplocoment-Prorated Replacement means Buyer pays for actual use of a membrane module from which Buyer has derived value over time.Prorated Replacement allows the Seller to pay reasonable compensation under warranty for any product use not enjoyed by Buyer due to premature failure. The ratio of Full Replacement to Prorated Replacement in this Warranty is set out in Item 8 of Section 7. 1 Warranty Start Date This warranty will start on the earlier of. a)The date that installation of the original Membrane Modulels)has been substantially completed,or b)Six months from the date of shipment of the original Membrane Module(s)to Buyer. 8 Warranty Duration Total Warranty Ouratlon:a total of 24 months composed of a Base Period and an Extended Period. Base Period with Full Replaceihent 24 months AD purchasers of ZeeWeeds Membrane Modules are entitled to this Bose Period of Full Replacement warranty coverage without purchasing on extended Sellers Warranty. Extended Perlod with'Full Replacement:a total of 0 months following the Base Period Replacement Membrane Modules are covered by warranty only to the extent of the warranty of the original Membrane Module which has been replaced.At all events,this warranty shall expire and be of no force or effect 24 months following the.Warranty Start Date. 9 Notification of,CUm All claims filed under this warranty shall be mode in writing by Buyer within 30 days of identifying a defect Buyer shall provide the following information: 1) A description of the defect giving rise to the claim; 2) Photographs showing the manufacturing defect 3) The serial number(s)of the Membrane Module(s)which is lore)the subject of the warranty claim and 41 Operating data and repair history for the life of Membrane Modules which are the subject of a warranty claim. 10 Verification of Claim After receipt of written notification of a defect,the Seller will promptly undertake such investigations as,in the Sellers 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.The Seller may also conduct reasonable tests and inspections at Buyers 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 ail tests. Inspections,and associated travel. 11 Satisfaction of Claims, The Seller witl hove 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 Modulels)that may embody design and efficiency Improvements Buyer consents to the supply of replacement Membrane Modules which may be of a different design than original Membrane Modules 12 operating,information To maintain the Membrane Module warranty,membrane system operation records from initial start-up date until claim must be maintained by Buyer and made available to the Seller upon request.Records must be provided in sufficient detail to verify uninterrupted compliance with the Sellers Operations and Maintenance Manual prepared Ashland-Membrane Replacement-2n0 Train' ®GE November 3,2011 204523 Page 12 of 14 0 GE Water & Process"Technologies by the Seller and supplied to Buyer as part of the Contract.At a minimum,operation data must include information on feed water quality,temperatures,flows,trans-membrane pressures•aeration rates,permeate quality,cleaning intervals•cleaning chemical concentrations,elapsed time since start-up,relevant onolyticol data and reporting of any screen bypass events. Buyer shall maintain and share access to a single reference copy in electronic form of o Membrane Module mop containing the history of activity by Membrane Module.Buyer shall log its procedures performed related to a Membrane Module including relocation of Membrane Modules,repairs,replacements and any other noteworthy events. Buyer authorizes the Seller to conduct any reasonable review of operation and maintenance records or to inspect facilities where Membrane Modules are installed,upon reasonable notice to Buyer.Such reviews and/or inspections ore intended to also assist the Seller and Buyer in detection of membrane system faults and to optimize the care and operation of the Membrane Modules, 13 Limitation of Warranties occurrence of any of the following as reasonably determined by the Seller will void this worronly. 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. c. Failure to ensure correct operation and/or functioning of the screening equipment d. Introduction of destructive foreign materials into the Membrane Module tanks.Destructive foreign materials may include natural or human-made materials that are Introduced Into the membrane system Influent channel or tanks originating from construction and maintenance activities or from inadequate pretreatment or from aquatic species including dams and snails or from damage to the tank or tank coating.Sand and other materials that are naturally present in the Influent will not be considered destructive foreign materials.Buyer shall be responsible to maintain correct function of the screen mechanism and to flush tanks of accumulated sand at the tank bottom. e. Failure to install and maintain operating data acquisition and electronic data transmission functions at the plant f Physical abuse or misuse•incorrect removal or installation of Membrane Modules by non-Seller personnel Including fiber damage caused by operator error in handling of Membrane Modules or cassettes. g. Unauthorized alteration of any components or parts originally supplied by the Seller. h. Intentional damage. 14 Return Procedure In the event that the return of a Membrane Module is required pursuant to this warranty,Buyer will first obtain o Return Goods Authorization iRGA)number from the Seller.Membrane ModuleW shipped to the Seller for warranty examination must be shipped freight prepaid.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 dawn where the Membrane Module is subsequently found to be performing as warranted or where a Membrane Module failure is not covered under the warranty will be returned to Buyer,freight collect Ashland-Membrane Replacement—2^ Train OGE November 3,2011 204523 Page 13 of 14 GE Water & Process Technologies 8 Signed Agreement Ashland and GE Water acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions specified in it Offered by ZENON Environmental Corporation. Accepted by City of Ashland Legal Entity: also known as GE Water or Seller Legal Entity. a.k o.Ashland or Buyer Authorized Authorized Signature By. Jim Imrie Signature ft, FLAYS BY: +� Title: Manager,Global Lifetyde Services Title: Signature Signature Date: _ )00-ZhXO(k Date: 1 159 �t Signature: x Signature: x Purchase Order No: Agreement Start Date: Upon acceptance of this proposal,please forward the following either by email with.pdf attachments or•by postal moll or•by fax Jim Imrie Jim.imrie@qe.com 11 this signature page completed Manager,Global Llfecycte Services to, GE Water&Process Technologies 21 a hard copy of your purchase order,and 3239 Dundos Street West, 31 any required tax exemption certificates' Oakville,Ontario,Canada L6M 482 Fox No. 905 465-3050 Wben both signatures have been made,a scanned copy of the Agreement vol be emalled with the order acknowledgement to Buyer. 0p Cnen,r,.! null,a W F,'enam.• A51101td 7045731Ien1Innne Rep'ocemenI;Jm'l if dui lust F1001etl 3 No,embel 2011 Cnmmefpal Re.,?, 5N Rt, CnA J ApIRVed as to form Ashland-Membrane Replocement-2n0 Troin CGE November 3,2011 204523 Page 14 of 14 CITY RECORDER Page 1 / 1 �. CITY OF CITY fl ASHLAND PO NUMBER >` 20 E MAIN ST. 12120/2011 10601 ASHLAND, OR 97520 (541)488-5300 VENDOR: 012643 SHIP TO: AShland WWTP GE-ZENON ENVIRONMENTAL CORP, GE WATEI (541)488-5348 14506 COLLECTIONS CENTER DRIVE 1295 OAK STREET CHICAGO, IL 60693 ASHLAND, OR 97520 FOB Point: Req.No.: Terns: Net Dept.: Req.Del.Date: Contact: David Gies Special Inst: Confirming? No Quanti °;.Unit. - .;E'� .. Description ` `' `b J,_ ;,. bift Price -`' - Ext.Price.. Supply ZeeWeed 500c-250 sq It 480,203.00 Membrane Modules p/n 850133 Quantity: 260 Freight based on single stack shipment and insurance. CIP Oakville to Ashland OR, Incoterms 2010 3.9% Customs Duty on ZeeWeed Membranes Per attached Membrane Replacement Proposal No. 204523 Special Procurement Approved by City Council 12/06/2011 SUBTOTAL 480 203.00 BILL TO:Account Payable TAX 0,00 20 EAST MAIN ST FREIGHT 0.00 541-552-2028 TOTAL 480,203.00 ASHLAND, OR 97520 `Account Number -,•`Project Number„ „'"r �.A mount, AccounbNumtierBroject Number -s : - .',.:,Amount'.;_. E 675.08.19.00.70420 432 182.70 E 675.08.38.00.70420 48 020.30 !L TJ // VENDOR COPY AuthOrized Signature 7v' FORM,#3 CITY OF , A i'C'4.;11G; 'r'!7P a Pl.li'GY12Jse Order , ASHLAND REQUISITION Date of request: Required date for delivery: FEE] Vendor Name . W fr'r f r'ncvSS T/rc n</-51&4 Conn,/c/ Address,City,State,Zip 3-;?-3 l Contact Name&Telephone Number Fax Number �o�✓ ��c ONT e wa La. t<�cr SOLICITATION PROCESS ❑ Exempt from Competitive Bidding ❑ Emereencv ❑ Written Findings(Form attached) ❑ Invitation to Bid (Copies on file) ❑ Written findings attached ❑ Quote or Proposal attached Date approved by Council: ❑ Quote or Proposal attached ❑ Small Procurement Cooperative Procurement Less than$5.000 ❑ Reguest for Proposal (Copies on file) ❑ State of Oregon Note:Total contract amount,including any Date approved by Council: Contract# amendments may not exceed$6,000 ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract# GOODS&SERVICES ❑ Written Findings(Form attached) ❑ Other government agency contract $5.000 to$100,000 ❑ Quote or Proposal attached Agency ❑ (3)Written quotes attached Contract# PERSONAL SERVICES Special Procurement ❑ Intergovernmental Agreement $5,000 to$75.000 Wdtten Findings(Form attached) Agency ❑ Less than$35,000,by direct appointment Quote or Proposal attached Contract# ❑ (3)Written proposals attached Date approved by Council: 06 —// Date approved by Council: Description of SERVICES Total Cost Item # Quantity Unit Description of MATERIALS Unit Price Total Cost of G D 2err eel Soa C a!a</✓/cs (L0 f rr of 00., .OL? TOTAL COST .❑ Per attached QUOTE $ Project Number • Account Numbere 37.00. -7O`/d°o Aeceent Nun iber - • - . y 020#30 Account NumbeO Dy -/99a -20Y.?DOJUSesat-Number _./ZJja,/3x.70 `Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Attach extra pages if needed. By signing this requisition form,l certify that the information provided above meets the City's public contracting requirements,and the documentation can be provided upon request __ Employee Signature: aniz A4!7� Department Head Signature: Additional signatures(if applicable): Funds appropriated for current fiscal year S,/ NO Finance Director Date Comments: