FY2024-26 LTP Replacement Membranes from Veolia - Zenon Environmental CorporationCONTRACT TRANSMITTAL FORM
RETENTION SCHEDULE: CL -09 CONTRACTS
Records related to obligations under contracts, leases, and other agreements between the borough and
outside parties, successful bids, and proposals. Each department maintains the file while the contract is active.
once inactive, retain procurements for another 4 years and retain contracts, leases, or agreements involving
real property for another 11 years.
DEPARTMENT: Engineering and Facilities
CONTRACT NO.: FY2024-26
CONTRACT TITLE:
LTP Replacement Membranes from Veolia
VENDOR OR SERVICE PROVIDER: Veolia
CONTACT PERSON: Patricia Valerlo
Administrative contracts are contracts approved by the manager within the spending authority allowed by
code. Assembly approved contracts are beyond the manager's spending authority and require approval by
the Assembly during a meeting.
APPROVED BY: MANAGERO ASSEMBLY O
TYPE OF CONTRACT: Procurement
EXTENSION OPTIONS: N/A
EXPIRATION DATE:
DATE OF APPROVAL: 2/15/24
PURGE DATE FOR PROCUREMENT (Exp. + 4 yrs): 2/15/2028
OR
PURGE DATE FOR INVOLVING REAL PROPERTY (Exp. +11 yrs):
If there's no expiration date, give the process on how or when this record should be purged or flagged
for review. This is a purchase once items arrive contract is complete.
FILL OUT BELOW IF THE RECORD AMENDS, EXTENDS, OR IS A CHANGE ORDER TO A CONTRACT
CATEGORY: Select Category
APPROVED BY: MANAGER O ASSEMBLY O DATE OF APPROVAL:
TYPE OF CONTRACT: Procurement
EXTENSION OPTIONS:
EXPIRATION DATE:
PURGE DATE FOR PROCUREMENT (Exp. + 4 yrs):
OR
PURGE DATE FOR INVOLVING REAL PROPERTY (Exp. +11 yrs):
If there's no expiration date, give the process on how or when this record should be purged or
flagged for review.
\\dove\borough\CL\U - RECORDS\FORMS\contract transmittal form NJ.docx Rev. 12/23
Contract FY2024-26
(D VEOLIA
Veolia Water Technologies & Solutions
Order Confirmation Center
3239 Dundas Street West
Oakville, Ontario, Canada L6M 4B2
NEW: nam.service.pocentral.wts@veolia.com
March 18, 2024
Via email: bprice(cDkodiakak.us
Brian Price
Kodiak Island Borough
1203 Monashka Bay Road
Kodiak, AK 99615
Subject: Kodiak Island Borough Acceptance — PO 2024-00000102
Dear Mr. Brian Price,
Zenon Environmental Corporation is pleased to acknowledge the acceptance of your above
referenced purchase order.
Attached is a signed copy of the accepted purchase order and proposal for your records
Adam Foest has been assigned as your Veolia Project Manager. He will be contacting you shortly
to provide details of your order and to develop a final project schedule.
We greatly appreciate your business. Our measure of success is how well we deliver solutions that
help our customers meet their critical business objectives. We are glad to have an opportunity to
demonstrate this for Kodiak Island Borough.
Sincerely,
Kelly Rosbrook
Order Confirmation Center
www.veolia.com
C/) KODIAK ISLAND BOROUGH KODIAK ISLAND BOROUGH Purchase Orde
.a 1203 MONASHKA BAY ROAD — 710 MILL BAY ROAD No. 2024-0000010
KODIAK, AK 99615 p KODIAK, AK 99615
o ATTN: LEACHATE TREATMENT PLANT ATTN: FINANCE DEPARTMENT DATE 02/29/2024
(907) 486-9344 (907) 486-9323
VENDOR 11838 - ZENON ENVIRONMENTAL CORP
o
SUEZ WATER TECHNOLOGIES & SOLUTION
4636 SOMERTON ROAD
p� FEASTERVILLE-TREVOSE, PA 19053
Contract #/Reference:
PURCHASE ORDER NUMBER MUST APPEAR ON
ALL INVOICES, SHIPPERS, BILL OF LADING AND
CORRESPONDENCE
DELIVER BY:
SHIP VIA:
FREIGHT TERMS:
PAGE: 1 of 1
ORIGINATOR: Brian Price
1.0000 Each Operating Supplies - FREIGHT & MISC. Charges 17,000.0000 $17,000.00
530-731-702 450.110 - Operating Supplies 17,000.00
1.0000 Each Operating Supplies - ZW500D 430 ft12, Spare Hardware, 283,000.0000 $283,000.00
O-ring Lube, & Tech. Support
530-731-702 450.110 - Operating Supplies 283,000.00
Special Instructions
1. Shipment maybe refused 3. Substitutions will not be
if the Purchase Order Number accepted without prior
is not shown on outside of package. approval.
2. Exempt from State/Local 4. Partial shipment will be
and Federal taxes. accepted if invoiced
separately.
5. C.O.D or collect shipments
will not be accepted.
6. Receiving hours are 8:00 AM
to 5:00 PM Monday - Friday.
SUBTOTAL $300,000.00
SALES TAX 1 $0.00
TOTAL DUE 1 $300,000.00
7. An Equal Opportunity Employer. It is our policy to comply with all
applicable State and Federal laws prohibiting discrimination in
employment based on race, age, color, sex, religion, national origin,
disability or other protected classification.
(j) VEOLIA
Membrane Replacement Proposal
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 1 of 24
Date:
January 19, 2024
Kodiak Island Borough
No. of
24 including cover
To:
referred to here as Kodiak or Buyer
Pages:
Attention:
Jena Hassinger
Email:
ihassinper(@kodiakak.us
Plant
710 Mill Bay Road,
Telephone
907 486 9348
Address:
Kodiak, AK 99615 USA
No.:
Jason Diamond
Email:
iason.diamond(@veolia.com
From:
Regional Lifecycle Manager
Cell No.:
905 399 7055
Western USA
CC:
Dave Conrad, Carl Royall, Joe Buckman (APSCO), Dan Kelly
Membrane replacement options:
Proposal No.:
578905
Subject:
1. Full plant;
2. One train;
3. One cassette.
Original Project No.:
U-500551
Please provide corrections if inaccurate
Kodiak Island Borough Leachate Treatment Plant, municipal landfill leachate
Plant
wastewater treatment.
Data:
ZW500D plant, 2 trains, each train consists of 2 x 34/48M cassettes with 370ft2
modules.
Substantial completion date: November 2, 2015.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 1 of 24
(i)VEOLIA
Proposal Provisos
This proposal has been issued based on the information provided by the customer and on information currently available to Veolia
Water Technologies & Solutions at the time of proposal issuance. Any changes or discrepancies in site conditions, including but not
limited to changes in system influent water characteristics, changes in environmental health and safety (EH&S) conditions, changes
in the reissued state/provincial disposal system permit, changes in buyer financial standing, buyer requirements, or any other
relevant change or discrepancy in the factual basis upon which this proposal was created may lead to changes in the offering,
including but not limited to changes in pricing, guarantees, quoted specifications, or terms and conditions.
Confidential and Proprietary Information
The enclosed materials are considered proprietary property of Veolia Water Technologies & Solutions (Veolia). No assignments,
either implied or expressed, of intellectual property rights, data, know how, trade secrets or licenses of use thereof are given. All
information is provided exclusively to the addressee and agents of the addressee for the purposes of evaluation and is not to be
reproduced or divulged to other parties, nor used for manufacture or other means, without the express written consent of Veolia. The
acceptance of this document will be construed as an acceptance of the foregoing.
Trademarks
The following are trademarks of Veolia Water Technologies & Solutions and may be registered in one or more countries:
+100, ABMet, Absolute.Z, Absolute.Za, AccuSensor, AccuTrak, AccuTrak PLUS, ActNow, Acufeed, ALGAECAP, AmmCycle, Apogee,
APPLICATIONS ATLAS, AquaFloc, AquaMax, Aquamite, Aquaplex, AquaSel, Aquatrex, Argo Analyzer, AutoSDI, BENCHMARK, Betz,
BetzDearborn, BEV Rite, BioHealth, BioMate, BioPlus, BIOSCAN, Bio -Trot, Butaclean, Certified Plus, CheckPoint, 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, DataGuard, DataPlus, DataPro,
De:Odor, DELTAFLOW, DEOX, DeposiTrol, Desal, Dianodic, Dimetallic, Dispatch Restore, Durasan, DuraSlick, Durasolv, Duratherm,
DusTreat, E -Cell, E-Cellerator, ELECTROMAT, Embreak, EndCor, EXACT, FACT -FINDER, Feedwater First, Ferrameen, Ferroquest,
FilterMate, Fleet View, FloGard, Flotrex, Flotronics, FoamTrol, FoodPro, Fore4Sight, ForeSight, FRONTIER, FS CLEAN FLOW,
FuelSoly, Full -Fit, G.T.M., GenGard, GEWaterSource, Glegg, Heat -Rate Pro, High Flow Z, HPC, HPD Process, HyperSperse, Hypure,
Hytrex, InfoCalc, InfoScan, InfoTrac, InnovOx, InSight, IONICS, IONICS EDR 2020, IPER (Integrated Pump & Energy Recovery),
iService, ISR (Integrated Solutions for Refining), JelCleer, KlarAid, Kleen, LayUp, Leak Trac, Leakwise, LEAPmbr, LEAPprimary,
Learning Source, LOGIX, LoSALT, M-PAK, MACarrier, Mace, Max -Amine, MegaFlo, Membrex, MemChem, Memtrex, MerCURxE,
MetClear, MiniWizard, MK -3, MOBILEFLOW, MobileRO, Modular Pro, ModuleTrac, MonitAll, Monitor, Monitor Plus, Monsal, MP -MBR,
MULTIFLOW, Muni.Z, NEWater, NGC (Next Generation Cassette), Novus, NTBC (Non Thermal Brine Concentrator), OptiGuard,
OptiSperse, OptiTherm, Osmo, Osmo PRO, Osmo Titan, Osmonics, Pacesetter, Pacesetter, Petroflo, Petromeen, pHlimPLUS,
PICOPORE, PlantGuard, PolyFloc, PowerTreat, Predator, PRO E -Cell, Pro Elite, ProCare, Procera, ProChem, Proof Not Promises,
ProPAK, ProShield, ProSoly, ProSweet, Purtrex, QSO (Quality System Optimization), QuickShip, RCC, RE:Sep, Rec-Oil, Recurrent,
RediFeed, ReNEW, Renewell, Return on Environment, RMS (Rackless Modular System), ROSave.Z, SalesEdge, ScaleTrol, SeaPAK,
SeaPRO, SeaSMART, Seasoft, SeaTECH, Selex, Sensicore, Sentinel, Sepa, Sevenbore, Shield, SIDTECH, SIEVERS, SmartScan,
SoliSep, SolSet, Solus, Spec -Aid, Spectrus, SPLASH, Steamate, SteriSafe, Styrex, SUCROSOFT, SUCROTEST, Super Westchar,
SuperStar, TFM (Thin Film Membrane), Therminator, Thermoflo, Titan RO, TLC, Tonkaflo, TraveLab, Trend, TruAir, TrueSense,
TurboFlo, Turboline, Ultrafilic, UsedtoUseful, Vape-Sorber, VeriFeed, VersaFlo, Versamate, VICI (Virtual Intelligent Communication
Interface), V -Star, WasteWizard, WATER FOR THE WORLD, Water Island, Water -Energy Nexus Game, WaterGenie, WaterNODE,
WaterNOW, WaterPOINT, WellPro.Z, XPleat, YieldUp, Z -BOX, Z -MOD, Z-PAK, Z -POD, ZCore, ZeeBlok, ZeeLung, ZeeWeed, ZENON,
and Z.Plex.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 2 of 24
(j) VEOLIA
Table of Contents
1
Introduction................................................................................................................... 4
2
Veolia Scope & Price....................................................................................................5
3
Material Description......................................................................................................6
3.1
Membrane Modules..................................................................................................6
3.2
Hardware..................................................................................................................
7
4
Delivery.........................................................................................................................7
5
24/7 Emergency Telephone Technical Support..........................................................8
6
Veolia Support..............................................................................................................9
6.1
Off -Site Support........................................................................................................
9
6.2
On -Site Technical Advisory Services......................................................................10
7
ZeeWeed Configuration..............................................................................................10
8
Scope - Kodiak............................................................................................................11
8.1
Installation Preparation...........................................................................................11
8.2
Installation...............................................................................................................11
8.3
Empty Shipping Frame Preparation........................................................................11
9
Solution Design Notes................................................................................................12
9.1
Permits...................................................................................................................12
9.2
Maintenance Notes for Replacement Membranes...................................................12
9.3 Technical................................................................................................................13
10 Terms and Conditions of Sale...................................................................................14
11 Signed Agreement......................................................................................................16
Attachment A Veolia Standard Terms and Conditions........................................................17
Attachment B ZENON Environmental W-9............................................................................23
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 3 of 24
(i)VEOLIA
1 Introduction
Veolia Water Technologies & Solutions is pleased to present this proposal at the request of
Kodiak Island Borough to provide wastewater membrane modules for the following options
at the Kodiak Island Borough Leachate Treatment Pant:
o Option 1 — full plant replacement;
o Option 2 — single train replacement;
o Option 3 — single cassette replacement.
Current membranes in the plant are ZW500D 370ft2 modules. As this product is now retired,
Veolia will provide our most recent ZW500D product, the RX12, with 430ft2 of surface area.
This module is a direct replacement into the existing cassettes and will not require any
physical modifications.
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 Kodiak through this next membrane lifecycle.
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.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 4 of 24
(j) VEOLIA
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.
ScopeOption
1
Opt=ion•.
ZW500D 430 ft2 membranes (30
module shipping frame)
3184788
4 2 1
20% membrane discount
included
Membrane warranty
2 -year full replacement
Spare ZW500D element endcap keys
3040447
5
5
5
Spare permeate o -rings
3033690
20
20
20
O-ring lubricant
3089920
1
1
1
Off-site support
included
24/7 Emergency Telephone Technical
Support
3066598
3 years
Delivery
DDP Kodiak Island Borough
Leachate Treatment Plant
Total Price
283,000
1 164,690
1 105,365
All figures are in USD and exclude taxes, which will be applied at the time of
invoicing. Please make purchase order to ZENON Environmental Corporation.
Proposal Notes:
o Delivery. At the time of the proposal writing, Veolia has only been able to obtain freight
estimates for a full truck load to the site regardless of the number of membranes
shipped. Should Kodiak provide a PO for one of the options above, Veolia will
investigate all possible shipping arrangements, including direct to site from our Hungary
facility, to minimize the freight costs to Kodiak.
o Price Review. Notwithstanding the terms set forth herein or of any agreement or
acceptance of Seller's quotation, Seller reserves the right at any time and from time to
time by notice in writing to the Buyer to (a) determine periodic price reviews based on
Goods' raw material increase arising from currency devaluations (b) increase Prices (or
impose temporary price adjustments) based on increases in the cost of base
components for the Goods or Services provided, where the increase is due to increased
global demand, limited supply, temporary product shortages, allocation of supply, or
such other similar inflationary pressures; and (c) impose a surcharge equal to any
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 5 of 24
(DVEOLIA
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 collect
the membranes (depending on Incoterms), Seller is entitled to reallocate the
membranes to another customer.
Invoicing Schedule
Approximate % of
Sub -Total
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
30%
the purchase order. 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
70%
shipping documents are supplied to the carrier.
Total
100%
3 Material Description
The following materials are provided within Veolia's scope of supply.
3.1 Membrane Modules
ZeeWeed 500D 430ft2 wastewater membrane modules as follows:
o Option 1 — quantity 120 (4 x 30M shipping frames);
o Option 2 — quantity 60 (2 x 30M shipping frames);
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 6 of 24
(DVEOLIA
o Option 3 — quantity 30 (1 x 30M shipping frame).
3.2 Hardware
o 20 x #118 EPDM permeate spigot o -rings;
o 5 x ZW500D element end cap keys;
o 1 x o -ring lubricant (food grade).
4 Delivery
o Freight
o DDP - Delivery will be by standard ocean/ground on the basis of DDP Kodiak Island
Borough Leachate Treatment Plant, 710 Mill Bay Road, Kodiak, AK, USA or other
named place of destination; Incoterms 2020. DDP = delivery duty paid. Partial
shipments will be acceptable unless otherwise specified. Where delivery cannot be
accepted at this destination, Kodiak 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, shipping
frames and crating shall pass to Kodiak upon delivery at the named place of
destination.
o International Shipment, Fees, and Duties
o Origin - Delivery of ZeeWeed membranes originates from the Veolia Water
Technologies & Solutions, ZENON Membrane Products (ZEM), Blathy Otto u 4,
Oroszlany, 2840 Hungary facility. Costs to transport membranes into North America
are included in Veolia's quoted price.
o Export Documents - All ZeeWeed membrane module shipments into the USA
require clearance documentation from the EPA. Veolia will prepare and provide the
required EPA documentation to the Carrier.
o MPF - Merchandise processing fee is a fee assessed for formal custom entries
based on 0.35% of the invoice value, with a minimum of USD $25 per formal entry
and a maximum of USD $485. On the basis of DDP terms, this fee will be paid by
Veolia within the quoted price.
o Duty - A US Customs duty of 3.9% applies to all ZeeWeed membranes shipped
individually or in shipping frames; not in operational cassette frames. On the basis of
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 7 of 24
(DVEOLIA
DDP terms, this duty will be paid by Veolia within the quoted price. Any new duty
imposed after the date of this proposal is the responsibility of Kodiak.
o Taxes - All applicable local, state, or federal taxes are the responsibility of Kodiak.
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 — While the intent is to ship membranes in factory installed in 30M
shipping frames, membranes may be delivered individually bagged, boxed and
crated or a combination of the two methods depending on availability and urgency of
delivery.
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 (estimated per shipping frame)
o Availability - Delivery of membrane modules and LEAPmbr upgrade cassette
refurbishment components is typically 10-20 weeks after receipt of order.
With current global logistics and freight delays, delivery of membrane modules is
estimated at 62 - 64 weeks after receipt of order.
Definitive membrane module availability will be confirmed once a purchase order is
received from Kodiak and acknowledgement of a purchase order is issued by
Veolia.
5 24/7 Emergency Telephone Technical
Support
Veolia's 24/7 telephone technical support provides a team of specialists available to help
keep your system online and in production in the event of the system operating outside of
specified conditions.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 8 of 24
(DVEOLIA
Calls during business hours
Plant operators have telephone access to a skilled Veolia technical support specialist who
will assist plant operators in troubleshooting of system problems such as electrical
(PLC/HMI), mechanical and process control issues.
Plant operators can call the daytime hours telephone number at any time during business
hours and ask for technical support.
They can be reached using the following contact information:
Telephone: 1 905 469 7723 or 1 866 271 5425
Email (daytime hours only): technicalsulyort(aveolia.com
Daytime hours: 08:00 — 18:00, Eastern Time Zone GMT -5, Monday to Friday
Calls after-hours — emergency telephone technical support
Our technical support team is always on call and is equipped with system information to
effectively talk a plant operator through an emergency, potentially averting loss of plant
production and expensive call outs. The telephone technical support group maintains
access to all plant drawings for rapid reference during 24/7 support calls. The telephone
technical support group has portable computers equipped to access the plant control
system remotely, in order to gain a better understanding of the situation, and to make any
necessary adjustments to control set -points or software. Remote access requires a high-
speed internet connection at your facility and requires that you have permissions set up in
advance. The technical support specialist will manage the resources needed within Veolia
to assist you in resolving your plant issues. All client issues are tracked through to
resolution using Veolia's state-of-the-art issue tracking software.
6 Veolia Support
6.1 Off -Site Support
Controls
Provide minor system adjustments or provide Kodiak with the adjustment information
needed for the new membranes surface area.
Documentation
The base level of documentation updates will include:
o Summary of any control/programming changes required;
o Markups of relevant P&ID drawings.
These updates should be filed in the O&M manual.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 9 of 24
(j) VEOLIA
Project Management
Provide planning and off-site assistance during the membrane replacement project.
6.2 ,.i -Site i echnical Advisory Services
Please note that on-site technical advisory assistance for the installation and
commissioning process has not been included in the scope of this proposal. Veolia strongly
recommends that Kodiak consider having at least one experienced person on site during
the commissioning process. Upon request, Veolia will provide Kodiak with a quotation.
7 ZeeWeed Configuration
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 10 of 24
... .
Configuration Data
41L
. . n
ConfigurationProposed
After Full Plant
U 'ts;
Llmi;
Replacement
Number of trains, plant
2
2
Number of trains as configured
2
2
Type of ZeeWeed membrane
ZW500D
ZW500D
Module surface area
ft2
m2
370
430
Total number of cassette spaces per
2
2
train
Maximum number of modules per
48
48
cassette
Fully populated cassettes installed per
0
0
train
Flex cassettes installed per train
2
2
Installed number of modules per flex
34
30
cassette
Total module count, train
68
60
Total surface area in operation, train
ft2
m2
25,160
25,800
Total module count, plant
136
120
Total surface area in operation, plant
ft2
m2
50,320
51,600
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 10 of 24
(i)VEOLIA
8 Scope - Kodiak
8.1 Installation Preparation
o Receive, off-load, handle and provide temperature -controlled storage of the equipment
and materials required.
o Membranes must be stored in a sheltered area, protected from freezing, direct sunlight
or extreme heat, and sealed as shipped until ready for use. Storage should be in a dark,
dry, level area at a temperature of 5-30°C (41-860F). Membranes should not be stored
longer than necessary prior to installation. Kodiak is responsible for risk of loss of
Seller's parts while in storage at the plant.
o Inspect, evaluate and make repairs as required for the membrane tanks, mounting
brackets, hoses and all connections.
8.2 Installation
All tasks required for the onsite installation of the membranes, including removal of existing
modules, installation of new modules and disposal of all materials, including:
o Prepare shipping frames for return to Veolia, see section 8.3.
o Load shipping frames onto the truck for return to Veolia — Veolia will be responsible
for organizing the logistics of delivery back to Veolia.
8.3 Empty Shipping Frame Preparation
All shipping frames returning to Veolia must be clean and packaged appropriately for trans-
oceanic transport in shipping containers.
All wooden packaging material used for international shipments must conform to current
phytosanitary standards to reduce the risk of introduction and spread of quarantine pest
species associated with the movement in international trade of wood packaging material
made from raw wood.
All wood packaging material used to transport shipping frames internationally, must comply
with ISPM15 which is the standard for phytosanitary measures and be properly stamped
indicating compliance with the standard. Failure to comply with the standard may lead to
shipment refusal and subsequent project delays. For detailed information on ISPM15
please visit the ISPM15 website.
Whenever possible, save and re -use the wooden skids that the shipping frames arrived on
for return freight purposes.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 11 of 24
(i)VEOLIA
9 Solution Design Notes
9.1 Permits
Regulatory Requirements
Kodiak 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.
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
Production Interruption
After the purchase order is acknowledged, Veolia's project manager for the installation will
consult with Kodiak 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 the appropriate timing of repairs or replacement of the following ancillary system
components:
o Is it the right time to address any tank coating repairs which may be required?
o Is it the right time to replace non-metal cassette components?
o Are any of the aeration or permeate connection hoses, clamps, camlocks, camlock
seals and couplings due for replacement?
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 Kodiak 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 either a cassette, train or
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(j) VEOLIA
plant basis, this risk has been minimized. Of those 3 options, train or full plant replacement
will maximize the lifespan of new membranes.
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.
Bubble Test Pressure
The bubble test pressure for the purchased membranes is 2 psi horizontally and 3 psi
vertically.
9.3 Technical
Hoses & Fittings
Veolia has assumed for this proposal that the current aeration and permeate cassette
connections for the ZW500D cassettes do not need replacing at this time. If this is not so,
please advise Veolia and request that they be added to this proposal.
Blowers
To avoid making adjustments to the blowers, the intent is to leave the current aeration tube
configuration in the cassettes as is, regardless of the decrease in membrane count per
cassette.
MLSS Concentration
MLSS concentration in the membrane tank during annual average, max month, and max
week flows must not exceed 10 g/L and during max day and peak hour flows must not
exceed 12 g/L.
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Pre -Screen
Trash and non -biodegradable solids, such as hair, lint, grit and plastics may foul or damage
the membranes if allowed to pass into the membrane chamber. Veolia recommends that an
internally -fed screen with mesh or punched -hole openings less than or equal to 2 mm with
no possibility of bypass or carryover be operated upstream of the new membranes to
ensure effective operation and to maximize membrane life.
10 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 name of the Seller, 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 Kodiak.
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(a)-veolia.com
Bank of America Merrill Lynch
ACCT# 4426318136
C/O ZENON Environmental
ABA# 026009593
Corporation
SWIFT# BOFAUS3N
901 Main Street Dallas, TX 75202
ACH# 111000012
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.
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Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 14 of 24
(DVEOLIA
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 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 Kodiak 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 Kodiak after this
period will be at the customer's expense.
8 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. pocen tral(a� veolia. com. If you are not
able to provide a P0, 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 P0.
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
P0.
o Payment Terms — Please acknowledge the payment terms included with the quotation.
o Bill -to Address — Please include contact information for your accounts payable.
o Ship -to Address — Please clearly define the delivery location and the receiver's email & telephone. Please
specify receiving hours and any special off-loading requirements.
o Delivery Date — Please include your requested delivery date.
B — General Terms and Conditions of Sale
Veolia's standard terms and conditions apply. See Attachment A.
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.
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Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
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(j)VEOLIA
Through the issue of this proposal, Veolia signals their intent to enter into an agreement with
Kodiak. Kodiak 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
Legal Entity: Corporation, also known as
Veolia or Seller
Accepted Kodiak Island Borough
by Legal
Entity: also known as Kodiak or Buyer
Authorized
Signature
by:
Title:
Signature
Date:
Signature:
Purchase Order No:
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
3- aZLi
DAVI® CONUD
0 2
nam. service. aocentral & veolia com
or
Veolia Water Technologies &
Solutions
attention: Contracts Administrator
Please contact
nam. service. pocentral(D veolia com
for correct address
or
fax no.: 905 465 3050
This agreement comes into force when Veolia has issued a formal acceptance of Kodiak's Purchase
order or formal acceptance of this Kodiak signed agreement.
doc. control: author: RM filename: Kodiak Island Borough 578905 120 x ZW500D 430ft2 Jan 19 2024
last modified: 1/19/2024 10:11 AM technical review: NA commercial review: DPIJD DOA: DS
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Attachment A Veolia Standard Terms and
Conditions
1. Exclusive Terms and Conditions. Together with any other terms the Parties agree to in writing, these
General Terms and Conditions — together with the last proposal in order of time issued by the Seller — form the exclusive
terms ("Agreement") whereby Buyer agrees to purchase, and Seller agrees to sell products and equipment (jointly
"Equipment") and to provide advice, instruction and other services in connection with the sale of that Equipment
("Services"). If Buyer sends to Seller other terms and conditions to which Seller may not respond, including but not
limited to those contained in Buyer's purchase order, such shall not apply. This Agreement may only be revised by a
change order approved in writing by both Parties. All terms not defined herein shall be defined in Seller's proposal.
2. Equipment and Services. The Equipment to be delivered and the Services to be provided shall be as set out
in this Agreement. Unloading, handling, storage, installation, and operation of Buyer's systems or the Equipment are
the responsibility of Buyer. Buyer shall not require or permit Seller's personnel to operate Buyer's systems or the
Equipment at Buyer's site.
3. Prices and Payment. Buyer shall pay Seller for the Equipment and Services in accordance with the payment
schedule (as set forth in Seller's proposal or, if applicable, in any special conditions agreed to in writing by the Parties).
Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Seller's invoice. Seller may
require a Letter of Credit or other payment guarantee, in which case the stated amount of the guarantee will be adjusted
by Buyer in the event of any currency -based adjustment to prices or payment amounts per the Payment Schedule, and
Buyer shall deliver the adjusted guarantee within five (5) days of request by Seller. Buyer agrees to reimburse Seller
for collection costs, including 2% (two percent) 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 2020) 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.
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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.
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 or fifteen (15) months from their date of delivery;
(c) Spiral wound membranes for process fluid treatment, ninety (90) days from their date of first use;
(d) Ultrafiltration membranes (ZW500, ZW700B, ZW1000, ZW1500), twelve (12) months from their date of delivery;
(e) Equipment other than chemicals and consumables, the earlier of, fifteen (15) months from delivery or shipment to
storage, or twelve (12) months from start-up/first use;
(f) Software, ninety (90) days from the date of receipt;
(g) Equipment not manufactured by Seller; the warranty shall be the manufacturer's transferable warranty only.
Any claim for breach of these warranties must be promptly notified in writing, and Buyer shall make the defective item
available to the Seller, or the claim will be void. Seller's sole responsibility and Buyer's exclusive remedy arising out of
or relating to the Equipment or Services or any breach of these warranties is limited to repair at Seller's facility or (at
Seller's option) replace at Seller's facility the defective item of Equipment and re -perform defective Services. In
performance of its obligations hereunder, Seller will not control the actual operation of either Buyer's systems or the
Equipment at the Buyer's site.
Warranty repair, replacement or re -performance by Seller shall not extend or renew the applicable warranty period.
The warranties and remedies are conditioned upon (a) proper unloading, handling, storage, installation, use, operation,
and maintenance of the Equipment and Buyer's facility and all related system in accordance with Seller's instructions
and, in the absence, generally accepted industry practice, (b) Buyer keeping accurate and complete records of
operation and maintenance during the warranty period and providing Seller access to those records, and (c) modification
or repair of Equipment or Services only as authorized by Seller in writing. Failure to meet any such conditions renders
the warranty null and void.
The Buyer will be entitled to assign to a subsequent owner of the Equipment the warranties of the Seller under this
Agreement, provided that a prior written notification is sent to the Seller and the assignment agreement contains terms
and conditions which provide the Seller with the protections of the warranties and limitations on liability contained in the
Agreement. Subject to Buyer's compliance with the foregoing requirement, such warranty rights are expressly
assignable by the Buyer to a subsequent owner of the Equipment. Except as provided herein, Buyer is not entitled to
extend or transfer this warranty to any other party. The warranties and remedies set forth in this article are in lieu of and
exclude all other warranties and remedies, statutory, express or implied, including any warranty of merchantability or of
fitness for a particular purpose.
Unless otherwise expressly stipulated in this Agreement, Seller gives no warranty or guarantee as to process results or
performance of the Equipment, including but not limited to product quality, flow, production, capacity, membrane life,
chemical consumption, regulatory compliance or energy consumption.
7. General Indemnity. Seller shall indemnify and hold harmless Buyer from claims for physical damage to third
party property or injury to persons, including death, to the extent caused by the negligence of Seller or its officers,
agents, employees, and/or assigns while engaged in activities under this Agreement. Buyer shall likewise indemnify
and hold harmless Seller from claims for physical damage to third party property or injury to persons, including death,
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Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
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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, authorizations, and licenses which are required to construct,
install and/or operate Buyer's facility or equipment, to use the Equipment, or to manage and dispose of any wastes,
discharges, and 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 labeling 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, labor 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
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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. Both Parties agree to keep confidential the other Party'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 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, or country of delivery (provided there is a corresponding patent issued by the
USA), or USA copyright or copyright registered in the country of delivery. If the Buyer notifies the Seller promptly of the
receipt of any such claim, does not take any position adverse to the Seller regarding such claim and gives the Seller
information, assistance and exclusive authority to settle and defend the claim, the Seller shall, at its own expense and
choice, either (i) settle or defend the claim and pay all damages and costs awarded in it against the Buyer, or (ii) procure
for the Buyer the right to continue using the Equipment or Service, or (iii) modify or replace the Equipment or Service
so that it becomes non -infringing, or (iv) remove the infringing Equipment and refund the price. The above paragraph
shall not apply to any misuse of Equipment or Equipment which is manufactured to the Buyer's design, or to alleged
infringement arising from the combination, operation, or use of any Equipment or Services with other equipment or
services when such combination is part of any allegedly infringing subject matter. The foregoing list of sub -sections (i),
(ii), (iii), and (iv) and related terms state the entire liability of the Seller for intellectual property infringement by any
Equipment or Service.
14. Limitations on Liability. Notwithstanding anything else contained in this Agreement, to the maximum extent
permitted by law, and regardless of whether a claim is based in contract (including warranty or indemnity), extra-
contractual liability, tort (including negligence or strict liability), statute, equity or any other legal theory:
(a) THE TOTAL LIABILITY OF THE SELLER AND OF ITS INSURER FOR ALL CLAIMS ARISING OUT OF OR
RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR USE OF ANY EQUIPMENT OR
SERVICES SHALL NOT EXCEED THE TOTAL PRICE PAID BY BUYER UNDER THIS AGREEMENT OR (IN THE
CASE OF AN AGREEMENT FOR SERVICES WITH A TERM OF MORE THAN ONE YEAR) THE ANNUAL PRICE
PAYABLE BY BUYER UNDER THIS AGREEMENT;
(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
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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.
15. Termination. This Agreement and any performance pursuant to it may be terminated by either Party, and the
consequences of such termination shall be as set out in the next paragraph, if the other Party
(a) Becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the
benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; or
(b) Fails to make any payment when due or to establish any payment security required by this Agreement or commits
a material breach or defaults in its material obligations under this Agreement, and such default is not cured within
thirty (30) days of written notice from the other Party.
Upon the termination of this Agreement by Buyer for cause (i) Seller shall reimburse Buyer the difference between that
portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Buyer
to complete that scope, and (ii) Buyer shall pay to Seller (a) the portion of the Agreement price allocable to Equipment
completed, and (b) amounts for Services performed before the effective date of termination. Upon the termination of
this Agreement by Seller for cause Buyer shall pay to Seller within thirty (30) days of receipt of invoice the price of all
Equipment or Services delivered at the date of termination, plus an amount equal to all costs and expenses incurred in
the engineering, sourcing, financing, procurement, manufacture, storage and transportation of the Equipment including
materials, work in progress and any cancellation charges assessed against Seller by Seller's suppliers including
reasonable overhead and profit on all such costs and expenses. Alternatively, if any schedule of termination payments
has been agreed between the Parties, Buyer shall pay to Seller within thirty (30) days of receipt of invoice the amounts
set out in that schedule.
Seller shall have the right to suspend performance upon written notice to Buyer in any case where Seller would have
the right to terminate the Agreement under this article, without prejudice to Seller's right to terminate this Agreement for
cause. Any cost incurred by Seller in accordance with any such suspension (including storage costs) shall be payable
by Buyer upon submission of the Seller's invoice(s). Performance of the Seller's obligations shall be extended for a
period of time reasonably necessary to overcome the effects of such suspension.
16. Governing Law, Dispute Resolution. This Agreement shall be governed by the substantive laws of the State
of PlewYerk Alaska. 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 closest to the Buyer 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 Buyer's compliance with all USA and other
applicable trade control laws and regulations. Buyer shall not trans -ship, re-export, divert or direct Equipment (including
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 21 of 24
(DVEOLIA
software and technical data) other than in and to the ultimate country of destination declared by Buyer and specified as
the country of ultimate destination on Seller's invoice.
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 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 fulfills 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) may 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. Entire Agreement. This Agreement embodies the entire agreement between Buyer and Seller and
supersedes any previous documents, correspondence or agreements between them. No modification, amendment,
revision, waiver, or other change shall be binding on either Party unless agreed in writing by the Party's authorized
representative. Any oral or written representation, warranty, course of dealing, or trade usage not specified herein shall
not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of
the other Party not contained in this Agreement.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 22 of 24
(j) VEOLIA
Attachment B ZENON Environmental W-9
Note: 2024 W-9 has not yet been released.
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Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 23 of 24
(j) VEOLIA
ZE N ON ENVIRONMENTAL CORPORATION
ADDENDUM TO FORM W-9
Zenon Environmental Corporation Owns o r leases various properties in its business activities in addition
to the Trevose, RA property listed as the official Tax mailing address on lines 5 and E of Form W-9-
Specifir_al IV, Zenon Environmental Corporation operates from the following addre55:
3239 Dundas Street WE -St
Clakuille, Ontario, LEM 4102 Canada
This address should be used for your billing records.
Veolia Confidential and Proprietary Information
Membrane replacement proposal for the Kodiak Island Borough Leachate Treatment Plant
Proposal number 578905 — revision # 0 — January 19, 2024 Page 24 of 24
Kodiak Island Borough
Assembly Newsletter
Vol. FY2024, No.17 February 16, 2024
At Its Regular Meeting Of February 15, 2024, The Kodiak Island Borough Assembly Took The Following
Actions. The Next Regular Meeting Of The Borough Assembly Is Scheduled On March 7, 2024, At 6:30
p.m. In The Borough Assembly Chambers.
AUTHORIZED The Borough Manager To Approve Contract No. FY2024-26 With Veolia For
Replacement Membranes For The Leachate Treatment Plant In The Amount Of $300,000
ADVANCED Ordinance No. FY2024-12 An Ordinance Of The Assembly Of The Kodiak Island Borough
Amending Kodiak Island Borough Code Title 3 Revenue And Finance, Chapter 3.35 Real Property Tax,
Section 3.35.050 Board Of Equalization To Public Hearing At The Next Regular Meeting Of The Assembly
ADVANCED Ordinance No. FY2024-14 Amending The Kodiak Island Borough Personnel Rules And
Regulations To Add A Travel Policy To Public Hearing At The Next Regular Meeting Of The Assembly
AUTHORIZED The Borough Manager To Reimburse Providence Kodiak Island Medical Center For
Sterile Processing Department Design To 35% And To 65% For The Combined Cost Amount Of
$143,857
AUTHORIZED The Borough Manager To Reimburse Providence Kodiak Island Medical Center For
Reverse Osmosis And Steam Generator Design To 35% In The Amount Of $29,788
ACCEPTED The Resignation Of Mr. Dave Townsend On The Planning And Zoning Commission Effective
February 2, 2024, And DIRECTED The Borough Clerk To Advertise The Vacancy Per Borough Code
2.100.070 (D)
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