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HomeMy WebLinkAboutContracts & Agreements_64-2004_CCv0001.pdf =4 water far the world ZENON Environmental Service Agreement for the -11,A-101110-111 i O wn � o fOr Wastewater Treatment and Disposal Facilities OVERVIEW 1. Names 6. Duration & Schedule 2. System Description 7. Duties 3. Objectives 8. Fees 4. Scope of Service 9. Signed Agreement ■ ZenoTrac"m ■ Scheduled Site Visits Attachments ■ Telephone Technical Support - 24/7 A. Field Service Labor Rate Sheet 5. Our Partnership B. Terms & Conditions - Service ■ MyZENON.com C. ZenoTrac"m Introduction ■ Wastewater ZeeWeed® Users Group O This document is provided for the sole use of the addressee. It is not to be reproduced or divulged to other parties Service Agreement No,200173 April 26,2004 ON CA Page 1 of 12 ZEN ON Redlands Copy 1 of 3 ZENON Environmental backs up each system it builds with a comprehensive range of services to assure client satisfaction and system success. We work hard to bring to each client partner, the concrete benefits of 20 years of experience on thousands of systems, Our goal is to offer fleyible, responsive, professional service packages, We are looking forward to serving you, 1. NAMES ZENON Environmental Corporation at 5051 Commercial Circle, Suite B, Concord, CA 94520 referred to here as ZENON, will provide services under this Service Agreement to the City of Redlands, Municipal Utilities Department, 35 Cajon Street, P.O. Box 3005, Redlands CA 92373 referred to here as Redlands. Primary ZENON Contact: Eric Savage at (925) 246-8190 or ESavagecu),zenon.com 2. SYSTEM DESCRIPTION Plant Name: Redlands Wastewater Treatment Plant, Water Recycling Project Site Address: 1950 Nevada Street, Redlands, California.92374 Application: ZeeWeed@ ZenoGem@ membrane bioreactor wastewater treatment plant, reclaimed water to be sold to industrial, commercial and agricultural customers Phase 1 Average Daily Flow.......... 6 MGD with expansion planned to 10.45 Membrane Type.........................................ZeeWeed@ 500e (250) No. of Trains .......................6 with expansion provision for 3 trains Cassettes/Train ................. ........ ............. 15 with expansion to 18 Elements/Cassette ... ................................ .........................22 Total Elements ......................... ........................................... 1,980 Mechanical Warranty ........... ....................................12/18 months Membrane Warranty...............................5 yr. cliff, 3 year pro-rated ZENON Capital Project No. ................._............................. 500133 3. OBJECTIVES Through this Service Agreement, ZENON intends to deliver the following benefits to Redlands. ci early identification and resolution of problems to avoid expensive, emergency situations; • consistent, optimized system productivity; • operator competence and confidence through training updates-, 13 asset protection - security of membranes and major equipment; and n responsive emergency support, Service Agreement No, 200173 April 26,2004 Redlands, CA Page 2 of 12 ZENON Redlands Copy 1 of 3 4. SCOPE OF SERVICE Service Summary Qty ZenoTraCTM Set-up- one time, 6 trains Ww 1 ZenoTraCTM Annual Fee - Monitor 8 !24/7 Emergency Telephone Technical Support 8 Site Visits -4 day _6 Site Visits - 3 day 5 ISite Visits - 2 day --47-1 ISite Visits - 1 day 27 4.1 ZenoTraCTm Automated Process Support Q ZenoTraCTM provides automated data collection and graphical reporting of key process information. See Attachment C for a full description of ZenoTraCTM. Authorized users can review, from anywhere, at anytime, the operational results of the plant and in particular can monitor average and peak flows, trans-membrane pressure, and flux ... in any selected time frame. With Monitor service, clients enjoy the best possible access to all forms of ZENON expertise and support. r3 Redlands plant data is reviewed and evaluated daily using AIDER TM functions applied to key parameters. AIDER TM identifies data exceptions and notifies the ZENON Process Engineer with e-mail "alerts". • The ZENON Process Engineer reviews all issues highlighted by AIDERTM and communicates by e-mail and telephone with the plant staff on key issues. • ZENON will provide a concise semi-annual report with analysis of key trends and recommendations to improve plant operation, membrane cleaning and overall performance. Arrangements can be made for this report to be distributed directly to the plant operator, the Consulting Engineer, the City Manager or any other key stakeholders. o Redlands has web access to all ZenoTraCTm data for the plant. • Final responsibility for process monitoring and operating decisions rests with the Redlands Plant Operators. Under this Service Agreement and during the commissioning phase, ZENON will install the hardware and software required for the data acquisition required for ZenoTraCTM in the absence of plant SCADA and modem. The plant will still be responsible to provide telephone and internet access. The permission and cooperation of Redlands for ZENON to maintain continuous operation of the ZenoTraCTm automated data collection and data transmission for the full duration of the membrane warranty is considered by ZENON as adequate to fulfill the Client's duty as set out in the membrane warranty to provide timely and uninterrupted log data to ZENON. Service Agreement No. 200173 April 26,2004 Redlands, CA Page 3 of 12 ZENON Redlands Copy 1 of 3 4.2 Scheduled Site Visits K Year 1 2 3 4 5 6 7 8 —Total of 6 6 6 6 6 4 4 4 42 Visits'�i isits Visit Duration 4.3.3. 1.1.2. 1.1.2. 1.1.2. 1.1.2. 1.1. 1.1. 1.1. 74 in days, 1.1.4 1.1.4 1.1.4 1.1.4 1.1.4 1.3 1.3 1.3 Annual Mix Total 6 74 Days on 16 10 10 10 10 6 6 Site Agenda Setting o ZENON and Redlands will cooperatively plan the time allotted to site visits to complete priority activities selected from the scope of work below. Not all items in this scope or checklist are necessarily performed on every visit. The Field Service Representative and the Plant Operators will initially define Priority Deliverables and revise these priorities as require. Process Monitoring Inspect the facility with operator(s) for the proper operation of membrane system in accordance with the ZENON Operation & Maintenance Manual. • Review the results of analytical tests. • Review operating logs and ZenoTracTm data with the operator(s). Discuss operator concerns and ZENON issues emerging from this review. 71 Discuss imminent seasonal shifts. Plan and implement forward looking adjustments. n Advise the operations manager of technical updates as they become available from ZENON. Membrane Integrity n Evaluate the aeration patterns in the tank. ,71 Lift and inspect membrane cassettes as required to assess their condition. 0 Assess pressure decay test data as it correlates to the membrane condition and/or permeate water quality. Assist Plant Operators to repair membrane fibres as required. in Provide guidance and direct assistance where required to the plant operator(s) in the recovery/soak membrane cleaning procedure. Assess the effectiveness of ongoing membrane cleaning procedures and provide recommendations to the plant operator. Controls n Review system alarm history, discuss any related issues with operator(s) and recommend appropriate actions to be taken. 0 Perform limited PLC code modifications as planned in advance, secured by proper documentation, dial-in capabilities and file backup precautions. 13 Verify operation of all safety interlock/controllers, pressure switches and temperature switches. Calibration of Instruments 0 Review system setpoints. Service Agreement No. 200173 April 26,2004 Redlands, CA Page 4 of 12 ZENON Redlands Copy 1 of 3 0 Assist the Plant Operator 8Srequired toverify the condition Ufall control instruments, sensors, probes, and transmitters including switching action and output. |fre-calibration isrequired, assistance will be provided by ZEN[)N on site if feasible and will include training Of P|BD1 Operators wherever possible. 0 When recalibration must be done by the OEM or where recalibration requires specialized equipment (example - magnetic flow 06tenS\, instructions will be given to the Plant Operator to arrange for recalibration @tthe plant's expense. [J The Field Service Representative will collaborate with the Plant Operator in maintaining 8 log Of calibration activities. Preventive Maintenance Planning [1 Assist the Plant Operator tndevelop a Preventive Maintenance Plan in3spreadsheet format. This plan can include preventive maintenance for Don-ZEhJ[)N equipment components. Preventive Maintenance activities are reasonable or customary steps taken at reasonable cost to prevent foreseeable breakdowns and toreasonably minimize down time nfthe haoi|itvand are the responsibility ofthe Plant Operator. ' 0 Spare Parts - It is assumed that an adequate package of spare parts will be procured by Redlands. The Field Service Representative will review the Spare Parts provisions with the Plant Operator during site visits and identify any additional spares parts that should bebrought into inventory to provide the desired level of security to the plant including spares related to non- ZENON equipment. Training Our experience with 0@Oy p(8D|s and many operators has Sh0vvn that single training event, h]k8O @|ODe cannot guarantee SUcceSGfU/ learning. FU|| understanding comes from on-going CO8ChiDQ and reinforcement Ofconcepts through hands-on application. J During scheduled site visits the ZEN(}N Field Sen/ice Representative will provide operators with on-site, informal training to cover any areas of concern, to explain the operation, process, maintenance Ortroubleshooting 8CtiViU8S and in general to enhance operator ability confidence. ' 0 On two Site visit per year in years 1 & 2 and on one site visit per year in years 3-5, the ZEN[)N Field Service Representative will organize with operators for one session of 2 hours of formal training OO Cun'iCU|urO Se|eCiHd from 8 comprehensive menu. K4@heri8| will be presented Us/ng PowerPoint screens On8portable cOD1pUhSr. Reporting [3 At the end of each site visit, prior to departure of the Field Service Representative, Redlands will be asked to sign a Work Order that describes the hours on site and tasks accomplished. • ZENON will provide 8 site visit report to the plant operator within 10 days of the Field Service Representative's return to the office. This report will record observations about the condition Of the membranes, report on tasks accomplished during the visit, and identify key operating and maintenance issues requiring further attention. ���| Service Agreement No, 200173 April 28.2OO4 Redlands, CA Page 5of12 ZEN[>N_ Redlands___ Copy 1cU3 4.3 Telephone Technical Support Business Hours o Redlands Plant Operators have telephone access to a skilled ZENON Specialist who will assist Plant Operators in troubleshooting of system problems during normal working hours 8:00 am to 8:00 pm (Eastern Time Zone). Plant Operators call 905-465-3030 and ask for Technical Support, (Ext. 3406, 3426 or 3499). 24/7 After-Hours Emergency Technical Support o Our technical support team is always on call and will be #' equipped with Redlands system information to be able to effectively talk a Plant Operator through an emergency. The ' Plant Operator calls toll-free 1-888-692-4547 or 905-333-8057. *z The Plant Operator is asked by the ZENON off-hours receptionist for the Redlands Access Code number. Calls of a non-urgent nature are to be made during the period 8:00 am to b 5:00 pm. (Eastern Time Zone). 5. OUR PARTNERSHIP We are very aware of the important, long term implications involved in selecting a membrane supplier. ZENON is committed to building a sustainable and durable partnership relationship with each client. Two communication mechanisms which we invest in, to strengthen the partnership, are MyZENON.com and the ZeeWeed® User Groups. 5.1 MyZENON.com Shared Redlands /ZENON Website 4C 4e To strengthen our communication, ZENON offers a shared Redlands /ZENON website with � s � I % an exclusive Redlands password. The website will contain: o System drawings r .� Key Colony Beach,FL wc+rrneNw*..�om ��'. Cust.mer Service five o Operating Manual, o Vendor Data,- ti o Training materials, Y� Iwl.kY 1•p.I° o Telephone/E-mail listing of Who is Who at .«.. . Redlands, Mn E'wv W 3 � ••• =, o Who is Who at ZENON, o Site visit reports, ", o Recommended Spares list, o File transfer facility, �^ o Any other useful data that either partner wishes to hold in common at the web-site. Service Agreement No. 200173 April 26,2004 Redlands, CA Page 6 of 12 ZENON� Redlands Copy 1 of 3 5.2 ZeeWeed® Users Group To facilitate interaction between ZeeWeed Plantes>, Operators, and to provide a forum for real-world feedback to ZENON Management, the Drinking w Water ZeeWeed® Users Group was formed in the year 2000. The Group is chaired and organized by representative ZeeWeed plant Owners and + , Operators, and meets on an annual basis at a different ZeeWeed plant location. Previous User ' Group meetings have attracted operators from all ( t; over North America and from as far away as New I WK Zealand. New technologies are introduced, current issues tabled and roundtable discussions ensue on issues from plant design to spare parts strategy. ` The Users Group has become an excellent forum for experienced operators to exchange the "tricks of the trade", to renew old acquaintanc11 es, and to impart their hard won knowledge on both newer ZeeWeed operators, and ZENON management, design and operations staff. A similar users group is being organized for wastewater plant operators. The annual meeting takes place over 2 days, and consist of formal meetings, a tour of the hosting ZeeWeed plant, and informal � teambuilding exercises. All ZeeWeed drinking z water plants are invited to participate in the Users Group through h the annual meeting, group 9 P newsletter, or the informal fraternity that often gathers at national conferences, membrane specialty conference or just over the phone or e-mail. Y yy At right are pictures of the Drinking Water ZeeWeed® Users group and the training 4 session held in 2003 near the Seekonk, Massachusetts facility. 6. DURATION & SCHEDULE o This Service Agreement will cover an 8 year period. The term of agreement will start based on the date of beneficial use of the plant and will come into effect upon receipt of the Redlands purchase order. o Site visits will be scheduled as set out in Section 4.2, Scheduled Site Visits. On-site time will be distributed to give particularly intense assistance initially, and gradually reduce as operator capability grows. o By mutual consent and with no additional cost, one site visit can be made longer to achieve a particular purpose if the next visit is shortened accordingly. C3 ZENON will confirm the schedule and agenda for Scheduled site visits well in advance of the date of the visit. © To maintain continuity, every attempt will be made to send the same Field Service Representative (FSR) for each site visit. Service Agreement No. 200173 April 26,2004 Redlands, CA Page 7 of 12 .� . ZENON'h Redlands Copy 1 of 3 7. DUTIES ✓ Redlands n Redlands will grant ZENON personnel full and immediate access to the equipment and will make chemicals, plus specialized chemical handling equipment, water, lighting and electrical service available. o Redlands will advise the ZENON representative of any site-specific safety issues and procedures. If the ZENON Representative will be working with a crane on site, Redlands will provide proof of an annual inspection upon request and will assist the FSR to complete a crane maintenance checklist. • Redlands will keep a copy of the Operating Manual, all Process and Instrumentation Drawings, and all Electrical Drawings on site and accessible for reference. • Redlands will maintain adequate insurance coverage for the risks of fire, theft, vandalism, floods and personal injury to authorized or unauthorized visitors. • Redlands will arrange that licensed plant personnel are available to collaborate with the Field Service Representative for the full duration of the site visit. ci Redlands will assure that adequate quantities of membrane cleaning and neutralizing chemicals are on hand for wash procedures including sodium hypochlorite, sodium metabisulphite, citric acid and sodium hydroxide. • Redlands will cooperate reasonably with the ZENON representative on occasional requests to borrow and return tools. • At the end of each site visit, prior to departure of the Field Service Representative, Redlands will sign a Work Order that describes the hours on site and tasks accomplished. ZENON n ZENON will coordinate its work under this agreement in a reasonable manner with the operating staff of the facility. n All work will be performed in accordance with applicable law and shall be performed reasonably, in a clean and safe manner. C3 ZENON shall obtain public liability and property damage insurance covering all operations undertaken by ZENON and its sub-contractors with a minimum limit of$3,000,000 inclusive for any one accident or occurrence. 71 ZENON will come to site with a limited selection of tools for its site work. The Field Service Representative will normally bring a portable computer and cabling for accessing the PLC for troubleshooting of code. Where major analytical or mechanical equipment is required, this will be rented and charged to Redlands with prior approval. Redlands, CA Page 8 of 12 7— Service Agreement No. 200173 Apri126,2004 ZENON'L Redlands Copy 1 of 3 a Attachment A Field Service Labor Rates t aterf rcheWrntd All currency figures are in U.S. dollars (USD$) ( n Site Week Da s Weekend Da s 1 Hour / Da / Hour / Da Field Service Representative FSR $ 95 $ 950 $ 145 $ 1,450 Pro rammin $ 110 $ 1,100 $ 165 $ 1,650 ff Site including trip preparation, travel time, telephone support, and reporting Field Service Re resentative $ 80 $ 120 Process En ineer or Technical S ecialist $ 951 $ 950 $ 145 $ 1,450 This rate sheet applies to short, unplanned work where time factors are constrained or unpredictable. For longer assignments and foreseen requirements, please request a Service Agreement proposal or a specific quotation. Scheduling Service requests for USA and international sites should be directed to our Oakville, Ontario office with one exception. Service requests specific to the western USA should be directed to our Concord office. Terms I. The On-Site labor charges are based on a not-to-exceed 10-hour workday. Hours in excess of the 10- hour day will be invoiced at 1.5 times the applicable labor rate. 2. An Emergency Surcharge will be applied to any urgent call-out for unscheduled emergency work requiring immediate deployment and requiring disruption of already scheduled work. The Emergency Surcharge will be determined on a case-by-case basis. 3. Business hours for daytime Technical Support by telephone are 8:00 am to 5:00 pm from Monday to Friday for the time zone in which the support office is located. 4. Delays due to site or schedule factors will be invoiced at the rates shown above. 5. For extended duration work, staff rotations are scheduled on a monthly basis and may be subject to travel expense charges. 6. Automobile mileage expenses will be invoiced at$0.40 per mile. 7. Hotel, airfares, flight change fees and associated travel expenses will be invoiced at 1.15 times cost. 8. Meals, unless otherwise indicated, will be invoiced at$ 52.00 per day. 9. State taxes, Use taxes and all other taxes are extra where applicable. ZENON requests of Redlands to provide applicable tax exemption certificates with its purchase order or work order. 10. All services provided by ZENON are governed by the prevailing version of ZENON's Terms and Conditions - Services. 11. Rates are subject to change without notice after June 30, 2004. ZENON Environmental Inc. ZENON Environmental Corporation Service Headquarters Western Canada Western US 3239 Dundas Street west, 9408-39t"Avenue NW 5051 Commercial Circle.Suite B Oakville,Ontario Edmonton,Alberta Concord,California CANADA L6M 4B2 CANADA T6E5T9 USA 94520 Tel: (905)465-3030 Tel: {780}465-5451 Tel: {925}246-3190 Main Fax:{905}465-3050 Fax:{780}465-9929 Service Fax:(905)469-2243 Fax:{925}246-8199 Www.zenon.com Service Agreement No. 200173 Apri126,2C?04 Redlands, CA Page 11 of 12 ZENON Redlands Copy 1 of 3 #£ # i Attachment B ZENON Environmental Terms & Conditions - Services ww_p,the The services furnished by ZENON are sold under these Terms&conditions-Services.It there is any conflict between the terms and conditions set out in the text of a Service Agreement and ZENON's Terms&Conditions-Services,then the terms and conditions in the text of the agreement will apply and take precedence. 3 or conditions on Redlands'orderZENON's performance of any Service Agreement is expressly made conditional on Redlands'agreement to emed Notwithstanding any term! not earlier formed by mutual agreement in writing,acceptance of any service will be de -Services.If a Service Agreement is ZENON's Terms&Conditions Redlands is one of independent contractors.Nothing herein will be construed as acceptance of the terms and conditions stated herein.The relationship of ZENON and creating an agency,partnership or joint venture relationship between Redlands and ZENON. QUOTATION AND PRICES ted herein as well as any additional terms and conditions that may appear on the proposal. 1. All price quotations are only solicitations to purchase services All proposals are subject to the Terms&Conditions-Services sta ;and are only valid up to sixty(60)days after the date of issue of the proposal.Proposals may be rice quotations and estimates are for preliminary information only and will neither constitute offers,nor impose any obligation withdrawn earlier by notice.Budgetary p or liability upon ZENON.Stenographic,typographical and clerical errors are subject to correction.ny such use tax,goods and services tax or lar tax,and any tax levied on 2. All prices quoted will be exclusive of taxes and duties including,without lima tation!a s and all other charges related thereto,and will hold or assessed to ZENON after service provision.Redlands will report and pay any and all such taxes,dutie ZENON harmless therefrom.If ZENON,in its sole discretion,chooses to make any such payment of taxes or duties,Redlands will reimburse ZENON in full upon demand. 3. Prices quoted are for services only and do not include technical data,proprietary right of any kind,patent rights,qualification,environmental tests or other than ZENON's standard tests�This is merely a proposal,and the technology disclosed herein may be covered by one or more ZENON Environmental Inc.patents or patent applications. PARTS WARRANTY Where parts are supplied under this Service Agreement,ZENON warrants these parts to be free from defects in material or workmanship for a period of 6 months from the shipment of the parts provided that such parts are used and maintained in accordance with ZENON's instructions,This warranty does not apply to normally replaceable parts or components such as filter cartridges,pump seals,membranes etc.Redlands undertakes to give immediate notice to ZENON it parts appear defective and to provide ZENON with reasonable opportunity to make inspections and tests,If ZENON is not at fault,Redlands shall pay ZENON the costs and expenses of the inspections and tests.ZENON's obligations under this Redlands y are limited to the repair or replacement at its factory,of any part which proves to be defective.If Redlands asks ZENON to replace defective parts at Redlancls�premises,Redlands agrees to pay for any traveling time and expenses,plus ZENON's labour to complete the replacement/repair. ned to ZENON without ZENON's permission.ZENON will provide Redlands with a'Return Material Authorization"number to use for returned Goods shall not bei a.Repaired or replaced items will be shipped back to Redlands from ZENON FCA Oakville,Ontario. goods to be shipped to ZENON F.O.B.-Oakville,Ontario,Canadi Implied warranties,including but not limited to warranties of fitness for particular purpose,use or application,and all other obligations or liabilities on the part of ZENON, s are expressly agreed to in writing by ZENON,are null and void. unless such warranties,obligations or iiabilitie ACCEPTANCE The furnishing by ZENON of a service to Redlands will constitute acceptance of that service by Redlands,unless notice of non-acceptance is received by ZENON within15 days of receipt of the Service. TERMS OF PAYMENT approved credit accounts will be due in full within thirty(30)days from date of invoice.Past due balances will be Payment is due upon delivery of service.All payments on appro m) but not more than the amounts allowed by law,Partial provision of services will be billed as made and subject to a service charge of 1-1/2%per month(18%per annui , or delay delivery of payments therefore are subject to the above terms.Payment will not be withheld for delay in delivery of required documentation,ZENON may cancel services in the event Redlands fails to make prompt payment. PERFORMANCE ZENON will make all reasonable effort to deliver services as agreed,ZENON will not be liable in lure for a delay in performance subcontractor,, to causes suppler eyoits control, including,without limitation,strike,lockout:riot;war acts of terrorism fire:act of God;accident;failure or breakdown of components;subcontractor,supplier or client th governmental body. substantial rises in the price of labor:or application of a law,regulation or order,whe er valid or invalid,of any g caused delays;inability to obtain labor, DAMAGES AND LIABILITY ZENON will defend indemnify,release and save harmless Redlands,its officers,employees and agents from and against all third party claims for loss,injury,sickness, disease.death,property damage,actions,suits,costs or proceedings and reasonable legal expenses re�ulting from the performance.non-performance or improper excluding losses or injuries caused by the negligence of Redlands and providing such claims are made in e rk b EN N b ntracr the if rm �v its su -co f the service ZENON's liability to Redlands,its officers,employees and agents,for damages shall not exceed rl r f Z 0 0 e 0 e 'c we y th, s he date p mance 0 0 yea services furnished or to be furnished under the agreement which is the subject of claim or dispute 0 6 fromt 0 a or f I r 0 p n ear d by ENON to u to a maximum on of the service site,In no event will ZENON be liable for incidental.indirect or ty �11 ' the I mits established by law in the jurisdicti writing w'if years Zcaused,rp Th merit- any eve , t (,,ad y ZENON to Redlands. Th y s Iiabfi shall not nee a e, e, s ng out of,or in any way connected with services furnished b 'o is consequential m g s " , n eq n damages a however a DISPUTES All disputes under any agreement between Redlands and ZENON will be submitted first to a mutually agreed,non-binding arbitration procedure for resolution.Disputes not otherwise resolved between ZENON and Redlands will be resolved in a court of competent jurisdiction in San Bernardino,California,USA. ASSIGNMENT AND TERMINATION With respect to ZENON's concern for credit worthiness,any assignment by Redlands of any hereupon,without the express written consent of ZENON is void, provided that such consent is not to be unreasonably withheld.An order for services may be terminated by Redlands with 30 days written notice subjectto the condition that Redlands agrees to promptly pay all costs,direct and indirect,which have been incurred by ZENON in providing agreed services up to the date of termination. See Attachment C,ZenoTracl*Introduction in a separate file. Ple, Aw Page 12 of 12 Fn Service Agreement No. 200173 April 26,2004 Redlands,CA ZENON Redlands Copy I of 3 " � 9. SIGNED� AGREEMENT Services offered are governed by the provisions of this Service Agreement and the Terms and Conditions - Services, Attachment B. This Agreement with its attachments supersedes allrior oral or written communications between ZENON and Redlands regarding service. This Agreement becomes binding when signed by authorized representatives of both Redlands and ZENON based on a starting date for provision of services as set out below. No change of an y provisiof this binding unless provided in writing and signed by authorized repesentativo s of both parties.nt will be Redlands and ZENON acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions specified in it. Offered by: Accepted by: ZENON Environmental Corporation (ZENON) City of Redlands {Redlands} By: Rafael Simon By t Title: Chief Operating Officer Title: Susan Peopler, Manor Date: �r� � Date: May 4, 2004 Signature: x Attest 17orrie Poyz ity Clerk Redlands 200173 As Sold.doc - - - �d`f Purchase Order No.: Start Date: Upon acceptance of this proposal please forward: by courier to: • Copy 3 with signatures and each page initialed, Scott Hortop (905)465-3030 x 3305 ❑ a hard copy of your purchase order, and ❑ any required tax exemption certificates Service Planning Specialist ZENON Environmental 3239 Dundas Street West, Oakville, Ontario, CANADA L6M 4B2 Service Agreement No,200173 April 26,2004 Redlands, CA Page 10 of 12 ZENON Redlands Copy 1 of 3 t 8. FEES $ 5 6 7 8 Total Year 2 Annual 208,04 Fee US$ 18,676 18,676 18,676 prior to 52,368 25,054 25,054 25,054 25,054 CPI ci This package of services can be procured with a single up-front payment of USD $176,893. paid prior to plant start-up. advance option is not taken, the annual fee as totaled will be invoiced o If the 8 year payment in quarterly, one month in advance. o payable 30 days from invoicing. Fee's are due and paya d rates in the Labor Rate Sheet adjus nt A) All prices including those above, the daily rate an s will betedare quoted in September 30, 2002 US dollars. Asa mum, thesefigure annually on January 1st of each year for inflation, based on the Consumer Price Index (CPI)reported by the US Bureau of Labor Statistics as at October I of the previous year with the first adjustment to occur January 1, 2005. o The site visit fee includes preparation time, travel time, traveling costs, accommodation, on-site time and report writing. Drovide M taxes and surcharges are extra where applicable. ZENON requests of Redlands to , plicabie tax exemption certificates at the time it executes a purchase order or work order with a, p ZENON. Any unscheduled on-site time in addition to the planned durationLabor setRate Sheet in thit Please see the s Agreement will be invoiced according to the prevailing ZENON Field Service c I urrent sheet in Attachment A. s may add days and agenda to the length of any scheduled site c3 In advance of a site visit, Redland visit at the rate USD $625/day. After 60 days, prices and conditions in this proposal which have not been accepted with a Purchase Order are subject to review. Redlands, CA Page 9 of 12 Service Agreement No. 200173 April 26,2004 ZENONI� Redlands Copy I of 3 IN=