Loading...
HomeMy WebLinkAboutContracts & Agreements_13-2020AGREEMENT FOR THE PURCHASING OF MEMBRANE BIOREACTOR SYSTEM EQUIPMENT AND ASSOCIATED CONSULTING SERVICES This agreement for the purchase of membrane bioreactor system equipment and associated consulting services for the City of Redlands Wastewater Treatment Plant ("Agreement") is made and entered into this 21St day of January, 2020 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and ZENON Environmental Corporation ("ZEC"), a wholly owned subsidiary of SUEZ Water Technologies & Solutions City and ZEC are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City is a public agency of the state of California and is in need of certain membrane bioreactor system equipment ("Equipment") and associated advice, instruction, and other consulting services ("Services") for its wastewater treatment plant, all as more particularly described in Exhibit "A" to this Agreement, which Exhibit is attached hereto and incorporated herein by this reference, and WHEREAS, ZEC represents it has the specialized skill and expertise to manufacture and sell the Equipment, and provide the associated Services to City as more particularly described in Exhibit "A," and WHEREAS, the Parties desire to enter this Agreement for the purpose of setting forth the terms and conditions upon which the Equipment shall be manufactured and sold, and the Services provided, ZEC to City, NOW, THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, City and ZEC agree as follows AGREEMENT Section 1 Recitals, Terms and Conditions The foregoing recitals are true and correct, and incorporated herein by this reference The following Sections and terms and conditions, together with the exhibits to this Agreement which are incorporated herein by reference, form the complete and exclusive terms and conditions whereby City agrees to purchase, and ZEC agrees to manufacture and sell the Equipment, and provide the associated Services, to City All terms not defined herem shall be as defined in ZEC's proposal dated December 31, 2019, a copy of which is on file in City's Municipal Utilities and Engineering Department office Section 2 Purchase and Sale of Equipment A Equipment ZEC agrees to manufacture and sell the Equipment to City, and City agrees to purchase the Equipment, per the specifications specified in Exhibit "A " 1 L Ica\djm\Agrcements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx.jn B Delivery Time is of the essence of this Agreement ZEC shall deliver the Equipment to City's Wastewater Treatment Plant (the "WWTP") located at 1950 Nevada Street, Redlands, CA 92374, at such time and dates as set forth in Exhibit "B " C Acceptance The Equipment shall be received subject to City's inspection and nght of rejection The Equipment shall not be considered accepted by City until inspection, testing and/or use of the Equipment is found by City to be in accordance with City's specifications Final inspection of the Equipment shall be at City's WWTP If the Equipment is found at any time by City to be defective in material or workmanship, or otherwise not in conformance with City's specifications, City shall have the nght, in addition to any other nghts which it may have under warranties or otherwise, to reject such Equipment in whole or in part Rejected Equipment shall be held by City at ZEC's risk for a reasonable time thereafter not to exceed thirty (30) days, and shall be returned to ZEC, or disposed of, at ZEC's expense No rejected Equipment shall be replaced by ZEC without pnor written instruction and authorization from City's City Manager Section 3 Shipment, Delivery, Title, Risk of Loss A Shipment All Equipment shall be packed, marked and shipped in suitable containers and in accordance with all regulatory requirements and the requirements of the carrier In addition to the foregoing, the Equipment shall be packed in accordance with good commercial practice to insure against damage from weather and/or transportation On the date of shipment, ZEC shall mail to City all shipping lists and the ongmal of any bill of lading regarding the Equipment placed in the possession of any consignee Any Equipment not shipped by ZEC or received by City in accordance with this Section 3 may be rejected by City without liability City assumes no obligation for Equipment shipped in excess of the quantities specified in this Agreement City may, from time to time, by written notice to ZEC change shipping schedules or direct that ZEC temporarily suspend any shipments B Delivery The place of delivery specified herein, the WWTP, shall be firm and fixed, provided that City may notify ZEC no later than forty-five (45) days pnor to the scheduled shipment date of the Equipment of an alternate point of delivery City shall compensate ZEC for any additional actual cost incurred by ZEC in implementing any City -requested change of the place of delivery If any part of the Equipment cannot be delivered to the WWTP when ready due to any cause not attributable to ZEC, City may designate a chmate-controlled storage location, and ZEC shall ship such Equipment to storage Title and nsk of loss associated with the Equipment shall thereupon pass to City, and amounts payable to ZEC upon delivery or shipment shall be paid by City along with expenses incurred by ZEC Failure by City to take delivery of the Equipment shall be a material breach of this Agreement C Risk of Loss ZEC shall be fully responsible for the Equipment and bear all nsk of loss or damage until such Equipment is delivered to City ZEC shall bear all nsk ()floss or damage to the Equipment after written notice from City of its rejection of the Equipment or the cancellation of this Agreement Title and nsk of loss to the Equipment shall be transferred from ZEC to City at the WWTP in accordance with this Agreement Section 4 Liquidated Damages City and ZEC recognize that City may suffer financial loss if the Equipment is not delivered and ready for receipt by City within the times 2 L•1caldimlAgreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx jn specified in this Agreement, plus any extensions thereof agreed to in wntmg by ZEC and City's City Manager The Parties also recognize that the timely performance of services by others under contract with City are materially dependent upon ZEC's specific compliance with the requirements of this Agreement Further, ZEC and City recognize the delays, expense, and difficulties involved in proving the actual loss suffered by City if complete acceptable Equipment is not delivered on time Accordingly, instead of requiring such proof, City and ZEC agree that as liquidated damages for delay (but not as a penalty) attributable solely to ZEC, ZEC shall be obligated pay to City the sum of five thousand dollars ($5,000) for each day that expires, after the third day following the date specified in this Agreement, for delivery of acceptable Equipment In the event liquidated damages are not paid, ZEC further agrees that City may deduct such amount from any money due, or that may become due, to ZEC under this Agreement The liquidated damages set forth in this Section 4 shall constitute the City's sole and exclusive remedy for delay by ZEC in failing to deliver the Equipment within the time specified in this Agreement ZEC's obligation to pay liquidated damages pursuant to this Section 4 shall be limited to an amount equal to twenty five percent (25%) of ZEC's Purchase Price, as such term is defined rn Section 5, below Section 5 Purchase Price City shall pay to ZEC, for the purchase of the Equipment pursuant to this Agreement, the sum of five million one hundred forty-two thousand one hundred ninety-two dollars ($5,142,192) ("Purchase Pnce") The Purchase Pnce shall be paid by City at such times set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference City may withhold payment of the Purchase Price, or a portion thereof, because of defective Equipment not remedied or unsatisfactory performance of the Services by ZEC City will release any withheld funds upon ZEC satisfactonly remedying the issue that resulted in the withholding Section 6 Warranties and Remedies A Warranty ZEC warrants that the Equipment shall (1) be free from defect of material and workmanship and conform stnctly to the specifications, drawings, or sample specified or furnished, and (n) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City The warranty shall be per section 4 of the proposal submitted by ZEC dated December 31, 2019, as provided by a manufacturer's warranty and as agreed to by ZEC and City, from the date of wntten acceptance of the Equipment by City This warranty shall survive any inspection, delivery, acceptance, or payment by City of or for the Equipment ZEC, at its own expense, shall repair or replace, at the option of City, any defective Equipment within two (2) business days after receipt of written notice from City, or within four (4) hours in case of emergency, as determined by City ZEC also warrants that the Equipment is free and clear of all hens and encumbrances whatsoever, that ZEC is conveying good and marketable title to same, and that ZEC owns or has a valid license for all of the propnetary technology and intellectual property incorporated within the Equipment ZEC agrees to indemnify, defend and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties B Exclusions ZEC's warranty does not cover the results of improper handling, storage, installation, commissioning, operation or maintenance of the Equipment by City or third parties, repairs or alterations made by City without ZEC's wntten consent, influent water which 3 L 1caldimlAgreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx.in does not comply with agreed parameters, or fair wear and tear C Control of WWTP In performance of its obligations hereunder, ZEC will not control the actual operation of either City's systems or the Equipment at City's WWTP Warranty repair, replacement or re -performance by ZEC shall not extend or renew the applicable warranty period_ D Conditions for Warranty The warranties and associated remedies therefore are conditioned upon (i) proper unloading, handling, storage, installation, use, operation, and maintenance of the Equipment and City's facility, and all related system in accordance with ZEC's written instructions and, in the absence, generally accepted industry practice, (n) City keeping accurate and complete records of operation and maintenance during the warranty period and providing ZEC reasonable access to those records, and (m) modification or repair of the Equipment only as authonzed by ZEC in writing Failure to meet any such conditions renders the warranty null and void Section 7 Compliance with Laws and Permits All permits, authorizations, and licenses which are required to construct, install and/or operate City's facility or equipment, to use the Equipment, or to manage and dispose of any wastes, discharges, and residues resulting from City's use of the Equipment, shall be obtained and maintained by City at City's sole expense City is responsible for compliance with all laws and regulations applicable to the storage, use, handling, installation, maintenance, removal, registration, and labelling of all Equipment after delivery of the Equipment, as well as for the proper management and disposal of all wastes, discharges, and residues Section 8 City's Site Conditions City warrants that any written data furnished to ZEC concerning conditions at City's site (including but not limited to any existing City facility, equipment or processes, influent water or other substances to be treated or measured with the Equipment) is accurate and complete ZEC shall notify City of (i) any conditions at City's site which materially differ from those indicated in the written data furnished by City, (n) any previously unknown physical conditions at City' s site of an unusual nature, not revealed by previous investigations and differing from those ordmanly encountered in the type of work provided for in this Agreement, and (in) the presence of any Hazardous Materials (as defined below), the existence of a contaminated soil, unexploded ordinance, or archaeological remains Section 9 Hazardous Matenals and Wastes In the event that ZEC encounters any Hazardous Matenals (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 City's site, other than Hazardous Matenals introduced by ZEC or that are otherwise the express responsibility of ZEC under this Agreement, City shall immediately take whatever precautions are required to legally eliminate such Hazardous Matenals so that the ZEC's work under this Agreement may safely proceed At no time shall ZEC 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 matenals, or any other 4 L•1ca\djm\Agreemcnts\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx in materials or substances processed by the Equipment or otherwise located at City's site ZEC 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 Section 10 Excusable Delays ZEC shall not be liable nor in breach or default of its obligations under this Agreement to the extent the performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of ZEC, including, but not limited to acts of God, natural disasters, unusually severe weather, fire, terrorism, war (declared or undeclared) epidemics, insurrection, act (or omissions) of City or City contractors/suppliers or agents, any act (or omission) by any governmental authonty, strikes, labour disputes, transportation shortages, or vendor non-performance If delivery or performance is delayed for a penod exceeding one hundred eighty (180) days, either Party may terminate this Agreement without further liability, provided that ZEC shall be paid an amount equal to that which would be payable to ZEC under Section 14 hereof, titled "Termination " If ZEC is delayed by any acts (or omissions) of City, or by the prerequisite work of City's other contractors or suppliers, ZEC shall be entitled to an equitable adjustment in schedule, price and/or performance, as applicable Section 11. Emergencies. If the safety of ZEC's personnel is threatened or likely to be threatened by circumstances outside the reasonable control of ZEC, including but not limited to war, armed conflict, civil unrest, riots, terrorism, kidnapping, presence of or exposure to hazardous matenals, unsafe working conditions, or by the threat of such circumstances or a lack of adequate protections against such circumstances, ZEC shall be entitled to take all necessary steps to ensure the security and safety of its personnel including the evacuation of personnel until such circumstances no longer apply Any such occurrence shall be considered an excusable delay event City shall reasonably assist m the event of any such evacuation Section 12 Confidentiality, Intellectual Property A Proprietary Information Each Party agrees to keep confidential the other Party's proprietary non-public information, if any, which may be acquired in connection with this Agreement City will not, without ZEC's advance wntten consent, subject the Equipment to testing, analysis, or any type of reverse engineering ZEC retains all intellectual property nghts, including copynght, which it has in all drawings and data or other deliverables (including the Equipment) supplied or developed under this Agreement City 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 ZEC's express prior written permission City further agrees that, in any event, any such patents will not be asserted against ZEC or its other buyers based upon purchase and use of such Equipment ZEC hereby grants to City a non- exclusive, non -terminable, royalty free license to use the intellectual property embedded in Equipment delivered to and paid for by City, as well as any drawings, design or data delivered to and paid for by City, for the purposes of owning, financing, using, operating and maintaining the Equipment 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 5 L.1caldimlAgrecmcnts'ZENON Environmental Corporation Purchase Agreement 1 21 20.docx an Equipment or the manufacture of spares or consumables by City or third parties. B Software Licenses Any software ZEC owns and provides pursuant to this Agreement shall remain ZEC's property ZEC hereby provides to City a limited, non-exclusive and terminable royalty free project -specific license to such software for the use, operation or maintenance of any Equipment purchased hereunder to which the software is a necessary component City agrees not to copy, sub -license, translate, transfer, reverse engineer, or decode the software C Patent Infringement ZEC shall defend, mdemmfy, and hold City harmless from any rightful claim of any third party that any Equipment or Service infringes a patent in effect in the USA, an EU member state or country of delivery (provided there is a corresponding patent issued by the USA or an EU member state), or USA copyright or copyright registered in the country of delivery If City notifies ZEC promptly of the receipt of any such claim, does not take any position adverse to ZEC regarding such claim and gives ZEC information, assistance and exclusive authority to settle and defend the claim, ZEC shall, at its own expense and choice, either (i) settle or defend the claim and pay all damages and costs awarded in it against City, or (ii) procure for City 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 Purchase Price, or applicable portion thereof This Section 12 shall not apply to any misuse of the Equipment, or Equipment which is manufactured to the City'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 -clauses (i), (n), (m), and (iv) and related terms state the entire liability of ZEC for intellectual property infringement for any Equipment or Service Section 13. Limitations on Liability. Except as expressly provided in Section 4 of this Agreement, notwithstanding anything else contained in this Section 13, 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 ZEC 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 CITY 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 CITY UNDER THIS AGREEMENT, (b) IN NO EVENT SHALL ZEC 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 CITY'S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, 6 L•1caldimlAgrccments\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx in INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, (c) ZEC'S LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT CITY MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION, AS APPLICABLE UNDER THIS AGREEMENT, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION For the purposes of this Section 13, "ZEC" shall mean ZEC, its affiliates, subcontractors and suppliers of any tier, and their respective agents and employees, individually or collectively If City is supplying ZEC'S Equipment or Services to a third party, City shall require the third party to agree to be bound by this Section 13 If City does not obtain this agreement for ZEC'S benefit for any reason, City shall indemnify and hold ZEC harmless from all liability ansmg out of claims made by the third party m excess of the limitations and exclusion of this Section 13 Section 14 Termination A Grounds for Termination. City may terminate this Agreement, in whole or m part, with or without cause, upon ten (10) days pnor written notice to ZEC Upon receipt of the termination notice, ZEC shall promptly stop work unless the notice directs to the contrary In the event City renders such written notice to ZEC, ZEC shall be entitled to compensation for all Services properly rendered pnor to the effective date of the notice and any further Services set forth in the notice City shall be entitled to reimbursement for any compensation paid in excess of Services rendered and shall be entitled to withhold compensation for defective work or other damages caused by ZEC ZEC acknowledges City's nght to terminate this Agreement as provided in this Section 14, and hereby waives any and all claims for damages that might arise from City's termination of this Agreement Upon termination of this Agreement, ZEC shall deliver to City and transfer title (if necessary) to all completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports City shall not be liable for any costs other than the charges or portions thereof which are specified herein ZEC shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of this Agreement B Payments upon Termination Upon the termination of this Agreement by City (i) ZEC shall reimburse City the difference between that portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by City to complete that scope, and (n) City shall pay to ZEC (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 ZEC for cause City shall pay to ZEC 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 ZEC by ZEC'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, City shall pay to ZEC within thirty 7 L Ica\djm\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx an (30) days of receipt of invoice the amounts set out in that schedule C Suspension of Performance ZEC shall have the right to suspend performance upon written notice to City in any case where ZEC would have the right to terminate the Agreement under this article, without prejudice to ZEC's nght to terminate this Agreement for cause Any cost incurred by ZEC in accordance with any such suspension (including storage costs) shall be payable by City upon submission of ZEC's invoice Performance of ZEC's obligations shall be extended for a period of time reasonably necessary to overcome the effects of such suspension Section 15 Governing Law, Dispute Resolution This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California Each Party shall have the nght to commence an action or proceeding in a court of competent jurisdiction, subject to the terms of this Agreement, m 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 Section 12 titled `Confidentiality, Intellectual Property" or to seek interim or conservatory measures not involving monetary damages Section 16 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 written agreement which shall only become effective once signed by an authorized representative of ZEC and City's City Manager (for purposes of this Agreement, "City Manager" includes his or her authorized designee) Section 17 Conflicts, Survival, Assignment. If there is any conflict between this Agreement and any wntten proposal or quotation provided by ZEC, 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 mvalid 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 m full force and effect, and this Agreement shall be interpreted and implemented in a manner which best fulfils Parties' intended agreement This Agreement shall not otherwise be assigned by either Party without the other Party's prior wntten consent, and any assignment without such consent shall be void Section 18 No Third Party Beneficiary 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 provision of this Agreement Section 19 Accounting, Inspection and Audit A Records ZEC shall keep and shall preserve for four (4) years after City's acceptance of the Equipment, accurate and detailed records of all ledgers, books of account, invoices, vouchers, cancelled checks, and other documents or records evidencing or relating to the scope of this Agreement and disbursements charged to City under this Agreement (collectively, "Books and Records") Any and all Books and Records must be maintained in accordance with generally accepted accounting principles and must be sufficiently complete and detailed so as to 8 L 1ca\dim\Agrcements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx jn permit an accurate evaluation of the services provided by ZEC under this Agreement Dunng such four (4) year period, ZEC shall give City and its agents, during normal business hours, access to such Books and Records City and its agents shall have the right to make copies of any of the said Books and Records The audit provisions shall not apply to fixed prices, or fixed unit rates or fixed percentage markup B Custody Where City has reason to believe that any of the Books and Records required to be maintained by this Section 19 may be lost or discarded due to dissolution or termination of ZEC's business, City may, by wntten request, require that custody of such Books and Records be given to a person or entity mutually agreed upon and such Books and Records thereafter shall be maintained by such person or entity at ZEC's expense Access to the Books and Records shall be granted to City and its representatives. Section 20 Project Management A Representative of ZEC Jason Diamond, Municipal Regional Lifecycle Manager, Western USA ("ZEC's Representative") is hereby designated as the pnncipal and representative of ZEC authorized to act on its behalf with respect to the work and services specified herein and to make all decisions in connection herewith ZEC shall not substitute ZEC's Representative without first notifying City in writing of ZEC's intent City shall have the right to review the qualifications of said substitute If City determines said substitute ZEC's Representative is unacceptable, ZEC shall submit alternate candidates until City determines that substitute ZEC's Representative is acceptable 13 Representative of City The City Manager of City, except as otherwise provided herein, is authonzed to act on City's behalf with respect to the Equipment and Services specified herein and make all decisions in connection therewith Section 21 Title to Work Product As applicable, City shall at all times retain title to all technical information, trade secrets, samples, bluepnnts, patterns, drawings and specifications and other materials (collectively, "Work Product") furnished or paid for by City and intended for use in connection with this Agreement ZEC shall use such Work Product only in connection with this Agreement, and shall not disclose such Work Product to any person, firm, or corporation other than City's or ZEC's employees, subcontractors, or government inspectors without the pnor wntten consent of City, which consent may be withheld in City's sole and absolute discretion ZEC will take such steps as are necessary to perfect the ownership interest of City in the Work Product Upon City's request or upon completion of this Agreement, ZEC shall promptly return all Work Product to City Section 22 Insurance The following insurance coverage required by this Agreement shall be maintained by ZEC for the duration of this Agreement ZEC shall not perform any Services unless and until the required insurance listed below is obtained by ZEC ZEC shall provide City with certificates of insurance and endorsements evidencing such insurance pnor to commencement 9 L lealdim\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx.jn of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior wntten notice to City. A Workers' Compensation and Employer's Liability ZEC shall maintain insurance in the amount that meets statutory requirements with an insurance earner acceptable to City, or certification to City that ZEC is self-insured or exempt from the workers' compensation laws of the State of California ZEC shall execute and provide City with Exhibit "D," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference pnor to performance of the Services B Comprehensive General Liability ZEC shall maintain insurance with carriers acceptable to City in the amount of Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) aggregate, for pubhc liability, property damage and personal injury is required City shall be named as an additional insured but only in respect of work performed by or on behalf of the named insured, and only to the extent that the additional insured is held liable for the negligence or other culpabihty of ZEC Coverage under ZEC's policy does not extend to liability arising out of the additional insured's own negligence Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability ZEC shall maintain insurance, with limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all ZEC owned vehicles used in connection with ZEC's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional msured but only in respect of work performed by or on behalf of the named insured, and only to the extent that the additional insured is held liable for the negligence or other culpability of ZEC Coverage under ZEC's policy does not extend to habihty arising out of the additional insured's own negligence Such insurance shall be primary and non-contnbuting to any insurance or self-insurance maintained by City Section 23. Failure to Procure and Maintain Insurance If ZEC fails or refuses to procure or to maintain the insurance as required by this Agreement or fails or refuses to furnish City with required proof that the insurance has been procured and is in force and paid for, City shall have the right, at City's election and upon ten (10) days prior written notice to ZEC, to terminate this Agreement or procure and maintain such insurance The premiums paid by City shall be treated as an amount due from ZEC with interest at the rate of ten percent (10%), to be paid on the first (1st) day of the month following the date on which the premiums were paid City shall have the right to offset any amounts City pays hereunder with amounts due ZEC for services rendered pursuant to this Agreement City shall give prompt notice of the payment of such premiums, stating the amounts paid and the names of the insurer or insurers, and interest shall run from the date of the notice Section 24. Indemnification. ZEC shall defend, indemnify and hold harmless City, and its elected and appointed officials, officers, employees, and agents, from claims for physical damage to third party property or injury to persons, including death, to the extent caused by any 10 L Icaldim\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docxjn negligent act or omission, or willful misconduct, of ZEC or its officers, agents, employees, and/or assigns while engaged in activities under this Agreement City shall likewise defend, indemnify and hold harmless ZEC from claims for physical damage to third party property or injury to persons, including death, to the extent caused by any negligent act or omission, or willful misconduct, of City, its officers, agents, employees, and/or assigns In the event such damage or injury is caused by the joint or concurrent negligence of ZEC and City, the loss shall be borne by each Party in proportion to its negligence For the purposes of this article (i) "Third party" shall not include City or any subsequent owner of the Equipment, their subsidianes, 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" Section 25 General Provisions A Notices All notices permitted or required under this Agreement shall be given at the following address, or at such other address as the Parties may provide in writing for this purpose CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (Mailing) Redlands, CA 92373 jdonaldson@cityofredlands org 909-798-7531 ZEC: Jason Diamond, Regional Lifecycle Manager ZENON Enviromental Corporation Address 3239 Dundas Street West, Oakville, Ontano L6M 4B2 Email Jason diamond@suez com Phone Number (905) 399-7055 The Parties may designate, in wasting, other individuals to whom notice is to be given Notices shall be deemed to be received upon personal delivery to the addresses above, if sent by overnight delivery, upon delivery as shown by delivery service records, if sent by facsimile, upon receipt as confirmed by the sending facsimile equipment, if by United States Postal Service, five (5) days after deposit in the mail B Notification In the event of a problem or potential problem that could impact the quality or quantity of work, services or the level of performance under this Agreement, ZEC shall, within one (1) business day of actual knowledge of the problem or potential problem, notify City in wasting and by telephone C Separate Contracts ZEC understands that this is not an exclusive Agreement and that City shall have the nght to negotiate with and enter into separate contracts with others providing the same or similar services as those provided by ZEC as City desires D Compliance with Applicable Laws ZEC shall, in the performance of this 11 L Ica\djm\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20 docx jn Agreement, comply with all federal, state and local laws and regulations and orders issued under any apphcable law E Disputes If any dispute should anse between the Parties concerning the performance of this Agreement, the payments to be made, or the manner of accomplishment of the work, ZEC shall nevertheless proceed to perform the work as directed by City pending settlement of the dispute F Setoffs and Counterclaims All claims for moneys due or to become due to ZEC shall be subject to deduction by City for any setoff or counterclaim arising out of this or any other of City's agreements with ZEC G No Waiver The fact that City has made any payment under this Agreement shall not be interpreted so as to imply City has inspected, approved or accepted the Equipment which has been supplied, or the Services performed, by ZEC No delay or omission in the exercise of any right or remedy by the non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act Any waiver by either Party of any default must be in wntmg and shall not be a waiver of any other default concerning the same or any other provision of the Agreement H Assignment and Subcontractors ZEC shall not assign or subcontract any portion of the work to be performed under this Agreement or any of the nghts or obligations under this Agreement, without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion Any attempted assignment in violation of the provisions of this paragraph shall be void, and may in City's sole discretion, result in the immediate termination of this Agreement by City. All representations, covenants and warranties set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the Parties, shall be binding upon and inure to the benefit of each such Party, its successors and assigns. Subject to the foregoing, this Agreement shall be binding upon the heirs, administrators, successors and assigns of City and ZEC I Independent Equipment Supplier ZEC shall act as an independent Equipment Supplier in the performance of this Agreement and in no respect shall ZEC be considered an agent or employee of City No provision of this Agreement shall be intended to create a partnership or Joint venture between ZEC and City and neither Party shall have the power to bind or obligate the other Party, except as expressly set forth in this Agreement 7 Non -Liability of City Officials and Employees No official or employee of City shall be personally liable to the ZEC in the event of any default or breach by City or for any amount which may become due to the ZEC or for any breach of the terms of this Agreement K Conflict of Interest The ZEC warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement L Confidential Information All information gained or Work Product produced by ZEC in the performance of this Agreement will be considered confidential, unless such information is in the public domain ZEC shall not release or disclose any such information or 12 L Ica\djm'Agrecments\ZENON Environmental Corporation Purchase Agreement 1 21 20 doe) jn Work Product to persons or entities other than City without the pnor wntten consent of the City Manager of City, except as otherwise required by law ZEC shall promptly notify City should ZEC, or its representatives be served summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions or other discovery request or court order from any third party regarding this Agreement and the services performed under this Agreement M Amendment This Agreement may not be amended except by a subsequent writing which is signed by the Parties N Cooperation ZEC shall cooperate in the performance of work with City and all other agents 4 Incorporation of Recitals The Recitals and section titles set forth herein are incorporated herein and are an operative part of this Agreement P Governing Law, Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California The Parties agree that any action or proceeding to enforce or relating to this Agreement shall be brought exclusively in the federal courts located in Riverside County, California and the state courts in San Bernardino County, California, and the Parties consent to the exercise of personal jurisdiction over them by any such courts Q Attorneys' Fees and Costs If either Party bnngs an action or proceeding against the other Party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this Agreement, the prevailing Party m such action or proceeding shall be awarded all costs and expenses of such action or proceeding, including, without limitation, attorneys' fees (rncludmg fees for a Party's use of in-house counsel), charges, disbursements, and the fees and costs of expert witnesses If any Party secures a judgment in any such action or proceeding, then any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in enforcing such judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in any appeal from such judgment in connection with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment The preceding sentence is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment This Section shall survive the expiration or any earlier termination of this Agreement R Severability If any provision of this Agreement is found by a court of competent junsdiction to be void, invalid or unenforceable, the Parties agree that such invalidity or unenforceability shall have no effect whatsoever on the balance of this Agreement S Counterparts This Agreement may be signed and delivered in any number of counterparts, each of which, when signed and delivered, shall be an ongrnal, but all of which shall together constitute one and the same Agreement T Entire Agreement This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement, and any agreement or representation with respect to the same or the obligations of either Party with respect to the same which is not expressly provided in this Agreement, or in a written document which is signed by the Party to be charged, shall be null and void 13 L Ica\chm\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx U Authonty to Execute Each Party represents and warrants to the other Party that all necessary action has been taken by such Party to authorize the undersigned persons to execute this Agreement and to bind such Party to the performance of its obligations hereunder V Survival All nghts and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination IN WITNESS WHEREOF, the Parties have executed this Agreement as of this Agreement's Effective Date. CITY OF REDLANDS ATTEST W Foster, Mayor Donaldson, City Clerk ZENON Enviro - • Corporation avid 14 L lcald]m\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21.20.docx.jn erci.1 Director EXIIIBIT "A TO PURCHASE AGREEMENT "EQUIPMENT" OVERVIEW ZEC's obligations under this Agreement include the manufacture and delivery of the Equipment, and the provision of the Services outlined below ZEC shall provide engineenng support during design, a fine screening system (in -tank, inclined, internally fed rotary drum fine screens), MBR system (membrane modules, cassettes and associated hardware and services required for replacement of the existing membranes) and replacement scour au blowers ENGINEERING SUPPORT DURING DESIGN ZEC shall provide engmeenng support during design, a fine screening system (in -tank, inclined, internally fed rotary drum fine screens), MBR system (membrane modules, cassettes and associated hardware and services required for replacement of the existing membranes) and replacement scour air blowers ZEC project manager — Timur Erkebaev, based in southern California, will be the project manager for this City of Redlands project and the primary contact from acceptance of the purchase order through facility start-up He will be responsible for overall schedule control, communications and ZEC team coordination and will be the single point of contact for the owner, consulting engineer and general contractor during the project ZEC mechanical engineer — The mechanical engineer will be responsible for the primary technical details of the project and will coordinate submittals, including P&IDs, matenal cut sheets and mechanical drawings ZEC controls/automation engineer — The controls/automation engineer will write and test the control system PLC code for the upgraded ZEC system with LEAPmbr aeration Yuseph Montasser and Paul Ursea will be the controls engineers for the City of Redlands upgrade They may also be available for site work during the commissioning phase of the project to ensure that the control system start-up is completed in a timely fashion The controls engineer will be responsible for submittals such as control narrative (CN), controls logic sequence chart (CLSC, also known as CSC) and the operation sequence chart (OSC) FINE SCREENING SYSTEM AND ASSOCIATED ITEMS ZEC will provide 3 x 7 6 MGD in -tank inclined rotary drum -type fine screens with 2 -mm perforations, complete with bagging systems ZEC's scope of supply includes the vendor's control panel and in-house programming to support the addition of the screens A vendor representative will be on-site for installation inspection, startup and operator training This site visit will coincide with ZEC's on-site presence Modifications to the scope of the screen as outlined in ZEC's 15 L lcald]m\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx �n responses to the City of Redlands ENGINEER on December 10, 2019 and December 12, 2019 have been shown in section 5 1 1 of the ZEC proposal dated December 31, 2019 item description item quantity fully automatic, self-cleaning, perforated plate, rotating drum fine screen with integral screenings washing, conveying and dewatering and integral bagging system 2 duty + 1 standby one (1) 316SS stand to support each fine screen umt 3 one (1) NEMA 4X wall mount control panel suitable for 480/3/60 electrical supply per screen 3 installation inspection, startup and operator traimng, vendor representative 3 x 8 -hr days fine screening system start-up with wastewater, ZEC representative 3 x 8 -hr days total on-site time 6 x 8 -hr days MBR SYSTEM AND ASSOCIATED ITEMS Membrane replacement ZEC will provide 1,344 ZeeWeed 500D 370 ft2 modules, delivered in 84 x 16M fully populated cassettes These modules are an upgrade from the existing ZW500C membrane modules to the latest available generation of the ZW500D senes membrane, reconfiguring the same braid - reinforced hollow fiber ultrafiltration membrane currently used for over 15 years at the City of Redlands WWTP The reconfigured membranes allow for improved maintenance access as well as increased spare space and capacity in the existing membrane tanks ZEC has included new hanging arms and new permeate and aeration connection hoses as well as new tools (module removal tool, lifting bracket, eye bolt kit) and spares (O--nngs, blank headers and element end cap keys) to upgrade the system to the new membrane configuration item description part number item quantity ZeeWeed membrane modules - ZW500D 370 ft2 WW 3111047 1,344 ZeeWeed cassette frames 16 module LEAPmbr cassette long 316L SS 3145317 84 hanging arms 84 sets permeate and aeration connections 84 sets Tools module removal tool 1 lifting bracket 1 16 L Icaldjm'Agrccmentsl,ZENON Environmental Corporation Purchase Agreement 1 21 20.docx jn item description part number item quantity eye bolt kit 1 Spares o-nngs 50 blank headers 3 element end cap keys 10 weirs to raise operating level in tank 7 1 per basin for trains 1-5 and 2 for train 6 Ejector pnmmg system upgrade (installation by others) 6 off-site support including documentation, engmeenng and project management 3097215 included, see below on-site support included, see below Delivery 3095534 DDP City of Redlands Control system upgrade ZEC will replace the existing obsolete controller and HMI with the latest Allen- Bradley ControlLogix series controller and PanelView Plus 7 HMI, respectively ZEC has also included an additional ethernet module to isolate the turbo blowers from the larger control network to ensure no issues with description part number 17 L 1caldjm\Agrcements\ZENON Environmental Corporation Purchase Agreement 1 21 20,docx,jn multicast traffic and communication The existing TIO modules are current models and readily available, so do not require replacement. ZEC's scope for the control system upgrade is tabulated below quantity item quantity on-site inspection, instruction and supervision to confirm proper handling, storage and protection of equipment, ZEC representative 1 Controller 2 MB Upgrade firmware to version 30 1756-L81E 2 Ethernet/IP Comm Module (Control & Device networks) 1756-EN2T 1 PanelView Plus 7 Performance, 12", wide screen 2711P-T12W22D9P 1 PanelView Plus 7 Adapter Plate 2711P-RAAT12 mcl programming & drafting hours On-site support• installation, start up and training ZEC's proposal includes on-site technical advisory services for inspection, installation, testing, commissioning and training, as requested m section 6 2 of the City of Redlands RFP ZEC's on- site support is summarized in the table below as per the tasks outlined in section 6 2 1 of the RFP Based on ZEC's knowledge of the existing system, we included a deduct for 5x8 -hour days from the on-site time requested through the RFP and addendum #4 On-site time outlined rn the table below reflects the final values on-site time — description item quantity on-site inspection, instruction and supervision to confirm proper handling, storage and protection of equipment, ZEC representative 1 x 8 -hr day supervise installation, testing and start-up of equipment membrane rnstallatron, ZEC representative 18 x 8 -hr days supervise initial operation of the treatment system MBR start up with wastewater, ZEC representative minimum 10 x 8 -hr days controls upgrade 18 L lealdjm\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx.jn on-site time — description item quantity panel modifications 1 x 8 -hr day training, ZEC representative 5 x 8 -hr days total on-site service, ZEC representative minimum 35 x 8 -hr days On-site considerations Operating responsibility City retains control of the work site and retains final responsibility for the installation and commissioning process and operation of the wastewater treatment process ZEC will perform the services specified in the scope section of this document, but ZEC will not operate the system For the purposes of this Agreement, the term "operate the system" shall mean to run or control the functioning of the equipment or to otherwise conduct or manage the affairs of any aspect of water or wastewater treatment or other functions at Redlands's site, and shall include functions such as providing operators or laborers to adjust or control water treatment ("WT") equipment, wastewater treatment ("WWT") equipment or sludge management facilities ("SMF"), providing program oversight or directing on-site or contract operators/laborers to adjust or control WWT or SMF, providing personnel responsible for or providing oversight of water treatment residual quality, wastewater effluent quality, sludge quality, waste characterization, or waste disposal activities, or providing personnel with continual or daily operational responsibilities with respect to water or wastewater treatment, influent or effluent comphance momtormg, process monitoring, government reporting or notification, or permit compliance Waiting time Any overtime or waiting times required due to unforeseen site events outside the control of ZEC will be brought to the attention of the City as soon as reasonable and invoiced according to the prevailing ZEC service labor rates sheet, available on request ❑ ZEC will coordinate its work under this agreement in a reasonable manner with the operating staff of the facility ❑ ZEC will maintain public liability and property damage insurance covenng all operations undertaken by ZEC and its sub -contractors with a minimum limit of $5,000,000 inclusive for any one accident or occurrence If for any reason additional insurance coverage (e g general construction/erection all risk, general liability) is required above and beyond ZEC's standard insurance terms for on-site commissioning supervision, Redlands must inform ZEC in writing 60 days prior to work commencement at site Redlands will be billed for all additional insurance costs and processing fees Post construction support services ZEC shall provide after -sale support services consisting of ❑ Remote monitonng of the membrane performance with quarterly performance reports (InSight Pro) for 5 years from the date of City's acceptance of the Equipment Updated hardware is included with this service 19 L 1ca\djm\Agrcements\ZENON Environmental Corporation Purchase Agreement 121 20.docx.jn ❑ Service visits for five (5) years from the date of City's acceptance of the Equipment ZEC's FSR will be on-site for two (2) visits of two (2) days each m the first year of operation and one visit of two (2) days each per year for the following four (4) years ❑ 24/7 continuous telephone and PLC code support for five (5) years from the date of City's acceptance of the Equipment item description part no item quantity InSight Pro — process consulting, including quarterly performance reports 3110634 5 years InSight hardware 3137351 1 unit service visits (2 trips in year 1 after Substantial Completion, 1 tnp per year for an additional 4 years) 6 trips 2 x 8 -hr days per trip 24/7 telephone technical support 3066598 5 years SCOUR AIR BLOWERS AND ASSOCIATED ITEMS ZEC will provide 3 x 3,700 SCFM high-speed turbo blowers with the emergency package These blowers are sized for the full plant capacity so that no additional equipment will be required for the future package ZEC's scope of supply for the scour air blowers includes the vendor control system and ancillaries needed as well as on-site time for the vendor representative In addition, as some programming changes will be required to integrate these blowers into the existing system, on-site time of a ZEC controls team member has been included to ensure a smooth transition to these blowers item description part no item quantity Compact blower packages including single impeller turbo blowers with integrated air filter panel, sound enclosure and other ancillaries 2 duty + 1 standby NEMA 3R enclosed passive harmonic filters 3 10 -inch check valves 3 10 -inch discharge valves 3 blower anchor bolt sets 3 UPS (30 mm controller backup) 3 spare filter elements 3 spare CPU 3 inspection & startup — vendor representative 3 x 8 -hr days training -- vendor representative 1 x 8 -hr days blower upgrade integration programming — ZEC 2 x 8 -hr days 20 L lealdjm\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx.jn item description part no item quantity controls team total on-site time 5 x 8 -hr days 21 L lcaldjm\Agreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.doex jn EXHIBIT "B" TO PURCHASE AGREEMENT PURCHASE PRICE Item price (USD) engineering support during design per section 3 2 4,393,676 fine screening system per section 3 3 MBR system per section 3.4, including • ZeeWeed membrane modules - ZW500D 370112 WW, per section 5 2 1 • ZeeWeed cassette frames - ZW500D= 16 rnodule LEAPmbr cassette long 316L SS, per section 5.2.2 • ZeeWeed hardware, per section 3 4 • services per section 9 3 • weirs per section 5 2 3 scour air turbo blowers per section 5 3 delivery of equipment freight & freight insurance DDP Plant Site, INCO term2O10, brokerage at Canada US Border - flat fee, US E documentation flat fee, and US MPF Fee 0.3464% -merchandise processing fee installation, testing, start-up and training support. on-site technical advisory services for installation and commissioning per section 3 warranties and guarantees per section + sales tax (7 75%) 340,510 sub -total base scope 4,734,186 total price for one additional screen (taxes not included) 216,383 modifications to the fine screening system per section 5 1 1 2 screens in base scope 1 additional screen 21,540 10,770 upgrade to NEMA 3R enclosures for all 3 turbo blowers 112,500 air ejectors supply with General Contractor installation 14,354 control system upgrade to 1756-L81 E 8,950 + sales tax (7 75%) 29, 799 sub -total of taxable adders (includes tax) 414,296 on-site services — deduct for 5 x 8 -hour days from specified total -6,290 sub -total of non-taxable adders -6.290 total 5,142,192 22 L 1ca\d]mlAgreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx jn EXHIBIT "C" TO PURCHASE AGREEMENT DELIVERY SECHEDULE "Tad, Nance lturation .Mart Tinish . OrderPlacement ,1 wk Man 110120 :Fri 1124120 SUEZ - Engineering & Procurement '155 days Mom 1/27/20 ;Fri 8/28/20 1 Zce\Veed 500I) /Membranes 15 days Mon 1/27/20 ':Fri 5/8/20 Membiane manufaeturmt, m Hungary i8 wks Mon 1127/20 Fri 3/20/20 Spool drawings membrane connections 4 wks :Mon 1127/20 `Fri 2/21/20 BOM membrane hardwares2 wks Mon 2/24/20 Fra 3/6;20 Procurement Loose membrane hardware 18 wks Mon 3/9/20 4 ri 5/1/20 Fabrication (hanger arms) 18 wks Mon 3/9/20 Fn 511/20 Shipping Loose membrane hardware 4 hangers 31 wk Mon x14120 ilm 5/8/20 Shipping Membranes HU to Redlands CA 7 wks Mon 3/23/20 ;Fri /8/20 Weirs ;75 days Mon 1/27120 'hri 5/8/20 PO to vendor?1 wk Mon 1/27/20 Fn 1/31/20 Engineering & Shop Drawing Approval 14 wks Mon 2'3/20 Fri 2/28/20 Fabrication 110 wks Mon 312120 Fri 5/8/20 Blowers 1155 days ;Mon 1/27/20 Fri 8/28/20 PO to vendor =1 wk Mon 1/27/20 €rr€ 1131/20 Engineering & Submittal Approval Best Case ;3 wks :Mott 2/3120 Fri 2/21/20 Delivery Best Case 116 wks Mon2/24120 hit 6/12/20 Engineering & Submittal Approval Worst Case ;5 wks Mon 2/3/20 irn 3/6/20 Delivery Worst Case 25 wks ,,Mon 3/9/20 irri 8128+20 Fine Screens =140 days 111on 1/27/20 ;Fri 8/7/20 PO to vendor1 tvk Mon 1/27/20 ?hit 1131/20 Engineering & Submittal Approval Best (-Be 5 wks Mon 2/3/20 Fri 316120 Delivery Best Case 118 wks Mon 3/9120 1Fn 7/10120 Engineering & Submittal Approval Worst Case7 wks Mon 2/3/20 ,Fri 3/20/20 Delivery -Worst Case 1 l20 wks ;.Mon 3123120 Fri 8/7/20 ;Membrane Installation and Commissioning - SUEZ Scope Option19 days ;Man 5/11/20 Thu 6/4120 Equipment + membrane inspection 1 day ;Mon 5/11/20 Mon 5111120 Onsite contractor service //Weir installation (Same time as 18 days Tile 5/12/20 Thu 614/20 ;membrane trains) Onsite contractor service Elector installation 2 wks Tue 5112/20 :Mon 5/25/20 l Onsite Contractor/SUEZ Membrane Installation Train 1 13 days :Tue 5/12/20 Thu 5114/20 Onsite Contractor/SUEZ Membrane Installation Train 2 3 days ,Fri 515120 lTue 5/19/20 Onsite Contractor/SUEZ -'Membrane installation Train 3 's3 days Wed 3120120 Fri 5/22120 Onsite Contractor/SUEZ Membrane Installation Train 1 3 days (Mon 5/25120 /Wed 3/27/20 I Onsite Contractor/SUEZ Membrane Installation Tram 5 13 days 'Thu 5/28/20 !Mon 611/20 Onsite Contractor/SUEZ Membrane Installation Train 6 13 days gTue 6110 'Thu 64/20 Onsite membrane controls/commissioning 13 days ;Fri 3/15120 =rue 5/19/20 Clean water testing.3 days Wed 5/20/20 IFri 5/22/20 :Membrane lust:0111ion and Commissioning - GC Scope Option T13D GC Wen Installation TBD i GC - Electoi installation TBD GC - Membrane Installation Train 16 !TBD ;Scope bt Others S d€ys i•ne 5/5/20 =Tui.. 5/12/20 Offloading of membranes 1 day Mon 5111120 ;Mon 5111/20 Drain and clean tanks for weir installation E1 wk ! 1 ue 5/5/20 gTue 5112120 23 L 1caldlmlAgreements\ZENON Environmental Corporation Purchase Agreement 1 21 20.docx.jn EXHIBIT "D" TO PURCHASE AGREEMENT WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to wnte compensation insurance in this State (b) By securing from the Director of Industnal Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE v/ I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code § 1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct ZENON Enviro e + al Corporation c� By avid : ghamommercial Director Date 24 L•1ca\djm\Agrecments\ZENON Environmental Corporation Purchase Agreement 1.21 20.docxjn