Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 1 of 35
Membrane Replacement & Upgrade Proposal
To: City of Visalia, also referred to here as
Buyer
Date: November 11, 2025
No. of Pages: 35 including cover
Attention: Ben Litwack Email: [email protected]
Plant
Address:
7579 Ave 288
Visalia, CA 93277 Telephone No.: 559 713 4671
From:
Jason Diamond
Regional Lifecycle Manager
Western USA
Email:
Cell No.:
[email protected]
905 399 7055
CC: Brian Villacorta (CHC)
Subject: Single Train Replacement & Upgrade
Proposal No.: 385225-3
Original Project No.: U-500243
Plant
Data:
Please provide corrections if inaccurate
Visalia Water Conservation Plant (WCP), municipal sewage treatment. Phase 1 : 10 trains, 7 fully populated cassettes (48M) + 1 x 46/48M LEAPmbr cassettes per train (trains 1 -8); 7 fully populated (48M) + 1 x 44/48M LEAPmbr cassettes per train (trains 9-10) ; all trains with ZW500D 370ft² modules; all trains with 3 empty cassette slots.
Substantial completion: January 2017
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 2 of 35 Proposal Provisos
This proposal has been issued based on the information provided by the customer and on information currently available to Veo lia Water Technologies & Solutions at the time of proposal issuance. Any changes or discrepancies in site conditions, including bu t not limited to changes in system influent water characteristics, changes in environmental health and safety (EH&S) conditions, changes in th e reissued state/provincial disposal system permit, changes in buyer financial standing, buyer requirements, or an y other relevant change or discrepancy in the factual basis upon which this proposal was created may lead to changes in the offering, including but not limited to changes in pricing, guarantees, quoted specifications, or terms and conditions.
Confidential and Proprietary Information
The enclosed materials are considered proprietary property of Veolia Water Technologies & Solutions (Veolia). No assignments, either implied or expressed, of intellectual property rights, data, know how, trade secrets or licenses of use thereof are given. All information is provided exclusively to the addressee and agents of the addressee for the purposes of evaluation and is not to be reproduced or divulged to other parties, nor used for manufacture or other means, without the express written consent of Ve olia. The acceptance of this document will be construed as an acceptance of the foregoing.
Trademarks
The following are trademarks of Veolia Water Technologies & Solutions and may be registered in one or more countries:
+100, ABMet, Absolute.Z, Absolute.Za, AccuSensor, AccuTrak, AccuTrak PLUS, ActNow, Acufeed, ALGAECAP, AmmCycle, Apogee, APPLICATIONS ATLAS, AquaFloc, AquaMax, Aquamite, Aquaplex, AquaSel, Aquatrex, Argo Analyzer, AutoSDI, BENCHMARK, Betz, BetzDearborn, BEV Rite, BioHealth, BioMate, BioPlus, BIOSCAN, Bio-Trol, Butaclean, Certified Plus, CheckPoint, ChemFeed, ChemSensor, ChemSure, CHEX, CleanBlade, CLOROMAT, CoalPlus, COMP-METER, COMP-RATE, COMS (Crude Overhead Monitoring System), Continuum, CopperTrol, CorrShield, CorTrol, Custom Clean, Custom Flo, Cyto3, DataGuard, DataPlus, DataPro, De:Odor, DELTAFLOW, DEOX, DeposiTrol, Desal, Dianodic, Dimetallic, Dispatch Restore, Durasan, DuraSlick, Durasolv, Duratherm, DusTreat, E-Cell, E-Cellerator, ELECTROMAT, Embreak, EndCor, EXACT, FACT-FINDER, Feedwater First, Ferrameen, Ferroquest, FilterMate, Fleet View, FloGard, Flotrex, Flotronics, FoamTrol, FoodPro, Fore4Sight, ForeSight, FRONTIER, FS CLEAN FLOW, FuelSolv, Full-Fit, G.T.M., GenGard, GEWaterSource, Glegg, Heat-Rate Pro, High Flow Z, HPC, HPD Process, HyperSperse, Hypure, Hytrex, InfoCalc, InfoScan, InfoTrac, InnovOx, InSight, IONICS, IONICS EDR 2020, IPER (Integrated Pump & Energy Recovery), iService, ISR (Integrated Solutions for Refining), JelCleer, KlarAid, Kleen, LayUp, Leak Trac, Leakwise, LEAPmbr, LEAPprimary, Learning Source, LOGIX, LoSALT, M-PAK, MACarrier, Mace, Max-Amine, MegaFlo, Membrex, MemChem, Memtrex, MerCURxE, MetClear, MiniWizard, MK-3, MOBILEFLOW, MobileRO, Modular Pro, ModuleTrac, MonitAll, Monitor, Monitor Plus, Monsal, MP-MBR, MULTIFLOW, Muni.Z, NEWater, NGC (Next Generation Cassette), Novus, NTBC (Non Thermal Brine Concentrator), OptiGuard, OptiSperse, OptiTherm, Osmo, Osmo PRO, Osmo Titan, Osmonics, Pacesetter, PaceSetter, Petroflo, Petromeen, pHlimPLUS, PICOPORE, PlantGuard, PolyFloc, PowerTreat, Predator, PRO E-Cell, Pro Elite, ProCare, Procera, ProChem, Proof Not Promises, ProPAK, ProShield, ProSolv, ProSweet, Purtrex, QSO (Quality System Optimization), QuickShip, RCC, RE:Sep, Rec-Oil, Recurrent, RediFeed, ReNEW, Renewell, Return on Environment, RMS (Rackless Modular System), ROSave.Z, SalesEdge, ScaleTrol, SeaPAK, SeaPRO, SeaSMART, Seasoft, SeaTECH, Selex, Sensicore, Sentinel, Sepa, Sevenbore, Shield, SIDTECH, SIEVERS, SmartScan, SoliSep, SolSet, Solus, Spec-Aid, Spectrus, SPLASH, Steamate, SteriSafe, Styrex, SUCROSOFT, SUCROTEST, Super Westchar, SuperStar, TFM (Thin Film Membrane), Therminator, Thermoflo, Titan RO, TLC, Tonkaflo, TraveLab, Trend, TruAir, TrueSense, TurboFlo, Turboline, Ultrafilic, UsedtoUseful, Vape-Sorber, VeriFeed, VersaFlo, Versamate, VICI (Virtual Intelligent Communication Interface), V-Star, WasteWizard, WATER FOR THE WORLD, Water Island, Water-Energy Nexus Game, WaterGenie, WaterNODE, WaterNOW, WaterPOINT, WellPro.Z, XPleat, YieldUp, Z-BOX, Z-MOD, Z-PAK, Z-POD, ZCore, ZeeBlok, ZeeLung, ZeeWeed, ZENON, and Z.Plex.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 3 of 35 Table of Contents
1. Introduction ................................ ................................ ................................ .................. 4
2. Veolia Scope & Price ................................ ................................ ................................ .... 5
2.1. Contractual Basis for Membrane Replacement Price ................................ ................ 6
2.2. Proposal Notes & Invoicing ................................ ................................ ....................... 6
3. Material Description ................................ ................................ ................................ ..... 7
3.1. Membrane Modules ................................ ................................ ................................ .. 7
3.2. Installation Hardware ................................ ................................ ................................ 7
4. Veolia Support ................................ ................................ ................................ .............. 8
4.1. Off-Site Support ................................ ................................ ................................ ........ 8
4.2. On-Site Technical Services ................................ ................................ ...................... 8
5. Performance Bond ................................ ................................ ................................ ....... 9
6. Delivery ................................ ................................ ................................ ......................... 9
7. ZeeWeed Configuration ................................ ................................ ............................. 11
8. Scope - City of Visalia ................................ ................................ ................................ 11
8.1. Installation Preparation ................................ ................................ ........................... 11
8.2. Installation ................................ ................................ ................................ .............. 12
9. Solution Design Notes ................................ ................................ ............................... 12
9.1. Permits ................................ ................................ ................................ ................... 12
9.2. Maintenance Notes for Replacement Membranes ................................ .................. 13
9.3. Technical ................................ ................................ ................................ ................ 14
10. Health & Safety ................................ ................................ ................................ ........... 15
11. ZeeWeed Membrane Module Standard Warranty ................................ ..................... 16
12. Terms and Conditions of Sale ................................ ................................ ................... 19
13. Signed Agreement................................ ................................ ................................ ...... 22 InSight Process Analyst ................................ ................................ ................ 23 Sample Performance Bond ................................ ................................ ........... 25 Veolia Standard Terms and Conditions ................................ ....................... 29 ZENON Environmental W-9 ................................ ................................ ........... 34
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 4 of 35
1. Introduction
Veolia Water Technologies & Solutions is pleased to present this proposal at the request of City of Visalia to provide wastewater membrane modules to replace and upgrade a full train at the Visalia Water Conservation Plant (WCP).
Current membranes in the plant are ZW500D 370ft² modules. This product has been retired and with this proposal Veolia will provide our latest and most advanced wastewater membranes and cassettes, the ZW500EV-RX 56M LEAPmbr cassettes with 460ft² modules. Replacement using the higher surface area membranes will allow for a reduction in operational cassettes, creating spare space for future expansion or flux management and allow for lower energy consumption.
Veolia is a proven leader in delivering tangible value to our clients over the life of the plant. Our measure of success is how well we deliver solutions that help our clients meet their critical business objectives.
Through long-acquired technical experience, Veolia has clearly distinguished itself from other membrane manufacturers. A mature service culture and deep technical expertise are ready to serve and support City of Visalia through this next membrane lifecycle.
Veolia would like to note that under the current exceptional circumstances across global supply chains and logistics networks, Veolia may not be in a position to guarantee and comply with the planned schedule for product / project delivery or performance. Veolia reserves the right to modify the schedule / contract accordingly. Veolia will promptly inform you of any changes which may impact the contract or the project.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 5 of 35
2. Veolia Scope & Price
Veolia’s scope includes the material and services outlined in the table below. The sections that follow provide additional detail regarding each scope item.
Item Description Part # Quantity Price
ZW500 EV-RX 460ft² WW modules under GMRP
replacement, section 2.1and 3.1 308
$849,577
2-year full replacement membrane warranty, section
11 incl.
ZW500EV-RX 56/56M cassette frames
ZW500EV-RX 28/56M cassette frames
3224501
3226529
5 1
Installation equipment, section 3.2 lot
Off-site support, project management, drafting,
controls section 4.1 incl.
InSight hardware and connectivity 3193147
3110633 incl
$23,000
InSight Process Analyst Services, Attachment A 3110634 1 year International shipment Note1, and fees section 6 incl. $82,035
Freight Note1, DDP project site, section 6 3095534 incl.
Material, off-site labor, delivery Note 2 Sub-total $954,612 On-site support, 5x10-hr days on-site plus travel &
living, section 4.2 135491 1 FSR $14,850
On-site support Sub-total $14,850
Performance Bond, section 5 & Attachment B incl. $11,778 All figures are in USD and exclude taxes, which will be applied at the time of invoicing. Please make purchase order to ZENON Environmental Corporation.
Total Price $981,240
Note 1: The above shipment and freight charges for the membrane modules are an estimated cost associated with module/cassette delivery + 10% markup per the system purchase contract. The final project value and invoice will be adjusted accordingly based on actual shipment costs. If freight costs at time of shipping are less than the amount estimated, City of Visalia will get a credit and if more than what is estimated additional costs will be passed along to City of Visalia.
Note 2: As of the date of this proposal, ZeeWeed membranes and components manufactured in Hungary imported to USA are subject to a 15% tariff imposed on EU products; tariffs and costs to administer tariffs have been included herein. Veolia reserves the right to adjust our pricing at the time of order and/or importation based on any material changes to tariffs, duties, or other government- imposed costs that directly impact our pricing.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 6 of 35
2.1. Contractual Basis for Membrane Replacement Price
The base price of replacement ZW500D 370ft² membrane modules for this project is $1,036 US per module.
Veolia has guaranteed this price for 20 years subject to adjustment for inflation (CPI: US consumer price index (CPI) - All Urban Consumers, not seasonally adjusted) or a maximum equivalent price per gallon of treatment capacity in the event that the module area/permeability etc. changes such that the same amount of feed water can be treated with fewer modules of the next generation design.
GMRP price escalation - calculation of inflation begins on June 10,2010 (capital sale bid opening date). GMRP validity will expire at the end of business on January 24, 2037 (20 years following substantial completion).
To benefit from guaranteed membrane replacement pricing (GMRP) within the contracted time limits, Buyer must submit an acceptable purchase order based on a valid proposal or quote prior to the GMRP expiry date, with the expectation of taking membrane delivery within Veolia’s standard lead time (provided in section 5).
Membrane replacement prices are quoted FCA Oroszlány, Hungary, with packaging, freight, and taxes extra as the cost of shipping and packaging the membranes to site will depend on the quantity per shipment. Membrane replacement prices are quoted without taxes.
Non-Warranty Adjusted Membrane Replacement Price to November 2025 Contractually guaranteed membrane replacement price $1,036 Inflation index value from June 2010 217.97
Current forecasted inflation index value – November 2025 326.22 Inflation index factor 49.67%
Surface area adjustment factor (370ft² vs. 460ft²) 24.32% Adjusted membrane replacement price for this proposal – USD $1,927.69 Significant time delays between the date of this proposal and the submission of customer PO may lead to further adjustment to the membrane price.
2.2. Proposal Notes & Invoicing
• Given the evolving geopolitical landscape and the potential for changes in tariffs, duties, and trade regulations, Veolia’s pricing is based on the laws, regulations and tariffs in effect as of the date of this proposal. If any material changes to tariffs, duties, or other government-imposed costs directly impact our pricing or time of performance, Veolia reserves the right to adjust our proposal pricing and schedule accordingly.
At Veolia, we remain committed to our customers. Veolia assures you that we are taking proactive measures to mitigate any impacts caused by any increase in tariff rates. We will continue to communicate any impacts as they become known. • Shipment/Collection Delays: The membrane/equipment sale will be subject to price adjustment if not collected within 1 month of Readiness for Shipment. After the one month of Readiness for Shipment if Purchaser does not send agreement to receive or collect the membranes/equipment (depending on Incoterms), Seller is entitled to reallocate the membranes/equipment to another customer.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 7 of 35 Invoicing Schedule Approximate % of
Sub-Total
Invoice Value,
Excluding Tax
An invoice will be issued upon acceptance by Veolia of
customer purchase order. Approximate percent calculation based on the material, off-site labor, delivery sub-total of the purchase order. Shipment of membranes is contingent on receipt of this initial milestone payment.
30% $289,920
An invoice for the balance of the material, off-site labor, delivery sub-total will be issued when membrane module
shipping documents are supplied to the carrier.
70% $676,470
A final invoice for the on-site support sub-total will be issued upon completion of installation. 100% $14,850
$981,240
3. Material Description
3.1. Membrane Modules
Veolia will supply 308 x ZeeWeed 500EV-RX 460ft² wastewater membrane modules factory installed in 5 x ZW500EV-RX 56/56 + 1 x ZW500EV-RX 28/56M LEAPmbr cassettes.
3.2. Installation Hardware
• 6 sets x 6” cassette permeate SS spool, includes three (3) Straub couplings per set; • 6 sets x 3” cassette aeration CPVC spool, includes two (2) Straub couplings per set; • 6 sets x hanger arms with braces and replacement hardware; • 1 x ZW500EV-RX lifting bracket;
• 1 x ZW500EV module removal tool;
• 1 set x safety hoist rings (4) for up righting ZW500EV cassettes.
Spares and consumables
• 1 x ZW500EV-RX spare part kit;
• 1 x o-ring lubricant (food grade);
• 2 x anti-seize lubricant (food grade).
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 8 of 35
4. Veolia Support
4.1. Off-Site Support
Controls
Provide minor system controls programming adjustments as required for the new membranes including adjustment of set points.
Documentation
The base level of documentation updates will include:
• P&IDs - Update the process (piping) & instrumentation drawings for the new train and reissue electronically;
• GAs - Update the general arrangement drawing for the new train and reissue electronically; • Programmer’s table of code changes (change description recorded by tag with one distinct marker bit per change) and updated CSC and OSC, if required, issued electronically These updates should be filed in the O&M manual as interim documentation.
Due to the very high cost of comprehensive updating of plant documentation with each system upgrade, Veolia recommends planning a complete documentation update every 1-4 years to coincide with a selected system upgrade. Veolia will be pleased to develop a documentation update price quotation on request.
Project Management
Provide planning and off-site assistance during the membrane replacement and upgrade project.
4.2. On-Site Technical Services
The proposal includes a provision for technical services during installation and commissioning process to support City of Visalia’s staff as outlined in section 2. Please see section 8.2 for recommendations on the number of plant staff necessary to perform the work.
The following activities will be completed by plant staff with Veolia oversight assistance:
• Remove existing membranes/cassettes;
• Install the new membrane modules/cassettes;
• Upload required revisions to the PLC program with adjusted set-points; • Perform bubble test where applicable to test membrane integrity and review trans membrane pressure (TMP) on the installed membranes and compare to expected values for new membranes; complete repairs/adjustments necessary to provide new membrane performance.
Operating Responsibility - City of Visalia retains control of the work site and retains final responsibility for the installation and commissioning process.
Veolia will perform the services specified in the scope section of this document, but Veolia will not operate the system. For the purposes of this agreement, the term “operate the system” shall mean to run or control the functioning of the equipment or to otherwise conduct or manage the affairs of any aspect of water or wastewater treatment or other functions at City of Visalia’s site, and shall include functions such as providing operators or laborers to adjust or control water
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 9 of 35 treatment (“WT”) equipment, wastewater treatment (“WWT”) equipment or sludge management facilities (“SMF”), providing program oversight or directing on-site or contract operators/laborers to adjust or control WWT or SMF, providing personnel responsible for or providing oversight of water treatment residual quality, wastewater effluent quality, sludge quality, waste characterization, or waste disposal activities, or providing personnel with continual or daily operational responsibilities with respect to water or wastewater treatment, influent or effluent compliance monitoring, process monitoring, government reporting or notification, or permit compliance.
Waiting Time - Any overtime or waiting times required due to unforeseen site events outside the control of Veolia will be invoiced according to the prevailing Veolia service labor rates sheet, available on request.
Reporting - Before leaving site, Veolia will record observations and discuss with operators concerning the condition of the equipment, tasks accomplished during the visit, and key operating and maintenance issues requiring further attention. Veolia will provide a copy of a written report before leaving site and/or provide a service visit report to the plant operator within a reasonable timeframe of the Veolia service representative’s return to the office. In any case, City of Visalia will be asked to sign a work order that describes the hours on site and tasks accomplished.
Veolia Duties for On-Site Services
• Veolia will coordinate its work under this agreement in a reasonable manner with the operating staff of the facility.
• Veolia will maintain public liability and property damage insurance covering all operations undertaken by Veolia and its sub-contractors with a limit of $5,000,000 inclusive for any one accident or occurrence. If for any reason additional insurance coverage (e.g. general construction/erection all risk, general liability) is required above and beyond Veolia’s standard insurance terms for on-site commissioning supervision, City of Visalia must inform Veolia in writing 60 days prior to work commencement at site. City of Visalia will be billed for all additional insurance costs and processing fees.
• Veolia will maintain workers compensation and employers’ liability coverage as per statutory requirements.
5. Performance Bond
Veolia will provide Visalia with a performance bond as a surety guarantee that Veolia will complete the project according to the terms of the contract, once initial payment has been received. If Veolia defaults, our surety company steps in to protect Visalia by providing financial compensation for the losses (see Attachment B for a sample performance bond)
6. Delivery
• Freight
• DDP - Delivery will be by standard ocean/ground on the basis of DDP Visalia WCP or other named place of destination; Incoterms 2020. DDP = delivery duty paid. Partial shipments will be acceptable unless otherwise specified. Where delivery cannot be accepted at this destination, City of Visalia shall specify an alternate, equivalent destination without delay.
Due to varying origins and availability, non-membrane items included in this proposal may be shipped separately from the membranes. Should separate shipments be required, where possible, Veolia will strive to provide these items on or before the delivery of the
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 10 of 35 membranes.
• Title & Risk - Title and risk of loss or damage to membrane modules, cassette frames and crating shall pass to City of Visalia upon delivery at the named place of destination. • International Shipment, Fees, and Duties
• Origin:
• ZeeWeed membranes and components originate from the Veolia Water Hungary Kft, Bláthy Ottó u 4, Oroszlány, 2840 Hungary facility. Costs to transport membranes into North America are included in Veolia’s quoted price.
• Fabricated equipment, spool components and ancillary parts originate from the Veolia Water Technologies & Solutions Canada facilities. • Export Documents - All ZeeWeed membrane module shipments into the USA require clearance documentation from the EPA. Veolia will prepare and provide the required EPA documentation to the Carrier.
• MPF - Merchandise processing fee is a fee assessed for formal custom entries based on
0.35% of the invoice value, with a minimum of USD $32 per formal entry and a maximum of USD $614. On the basis of DDP terms, this fee will be paid by Veolia within the quoted price.
• Duty - Any new duty imposed after the date of this proposal is the responsibility of City of Visalia.
• Tariff – A US Tariff of 15% is applied to all materials that originate from the European Union.
This tariff will be paid by Veolia within the quoted price. Any new or increased tariff imposed after the date of this proposal is the responsibility of City of Visalia. • Taxes - All applicable local, state, or federal taxes are the responsibility of City of Visalia. • Temperature - UF membranes cannot be allowed to freeze or overheat and may require temperature-controlled freight and handling according to the season and the planned routing. If required, the price of temperature control will be included within the firm quote on freight by Veolia.
• Packaging – Factory-installed in operational cassettes. • Unloading - may require one of or a combination of a loading dock, extended forks and an experienced forklift driver at delivery destination. Please consult with Veolia at the time of purchase order (PO) preparation on this.
Shipping crate information (estimated)
Quantity Description Dimensions
(in)
Weight
(lb)
6 ZW500EV 56M shipping crates 110 x 89 x 82 4,610
Notes:
● Only crates for membrane/cassette transport have been shown above to identify the largest and heaviest items that will need to be unloaded;
● Smaller crates/skids will be used for hardware items (hanger arms, spool connection components, etc.).
• Handling – ZW500EV membrane cassette frames are shipped and will arrive on-site on their sides. A safety hoist ring kit, included in this proposal, should be used to safely turn the
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 11 of 35 cassettes upright. Adequate work area and height and equipment will also be needed to be available to safely turn the cassettes upright for installation. • Availability - Delivery of membrane modules/cassettes is typically 20-30 weeks after receipt of order. Definitive availability will be confirmed once a purchase order is received from City of Visalia and acknowledgement of a purchase order is issued by Veolia. Expediting options may be available for urgent needs.
7. ZeeWeed Configuration
Configuration Data Units Existing Plant
Configuration
Proposed Configuration After
Replacement & Upgrade
Number of trains, plant 10 10
Number of trains as configured Trains
1 – 8
Trains
9 – 10
Train
1 Trains
2 - 8
Trains
9 - 10
Type of ZeeWeed membrane ZW500D ZW500EV-RX ZW500D
Module surface area ft² 370 460 370
Total number of cassette spaces per train 11 11 11
Maximum number of modules per cassette 48 56 48
Fully populated cassettes installed per train 7 7 5 7 7 Flex cassettes installed per train 1 1 1 1 1
Number of modules per flex cassette 46 44 28 46 44
Total module count, train 382 380 308 382 380
Total surface area in operation, train ft² 141,340 140,600 141,680 141,340 140,600 Total module count, plant 3,816 308 3,434
Total surface area in operation, plant ft² 1,411,920 1,412,260 surface area change from existing, plant % --- 0.02%
spare space, train % 28% 50% 28%
8. Scope - City of Visalia
8.1. Installation Preparation
• Receive, off-load, handle and provide temperature-controlled storage of the equipment and materials required for Seller to perform the duties outlined in the Seller’s scope of supply.
Prior to off-loading, Buyer to confirm temperature indicators have not been tripped. • Membranes must be stored in a sheltered area, protected from freezing, direct sunlight or extreme heat, and sealed as shipped until ready for use. Storage should be in a dark, dry, level area at a temperature of 5-30°C (41-86°F). Membranes have a shelf life of 1 year before requiring re-preservation and should not be stored longer than necessary prior to installation. City of Visalia is responsible for risk of loss of Seller’s parts while in storage at the customer’s plant.
• Inspect, evaluate and make repairs as required for the membrane tanks, mounting brackets, hoses and all connections prior to Veolia arriving at site.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 12 of 35 • Provide all access structures (such as scaffolding) and mechanical lifting equipment including cranes, forklifts and scissor lifts.
• Assure availability of a copy of the operating manual, all process and instrumentation drawings, and all electrical drawings on site and accessible for reference. • Maintain adequate insurance coverage for the risks of fire, theft, vandalism, floods and personal injury to authorized or unauthorized visitors.
8.2. Installation
• Provide 2 or more plant personnel to work continuously for the full duration of the Veolia site visits during installation and commissioning of the modules. Veolia recommends that at least one of the personnel be experienced with the ZeeWeed system. • City of Visalia will afford Seller’s personnel free access and egress of the facility for all authorized work. City of Visalia will provide reasonable access to workshop facilities with standard workshop tools and equipment as is necessary to meet any repair and maintenance requirements of the system during installation. City of Visalia will provide Seller’s personnel reasonable access to the facility amenities, including washrooms and break rooms.
• Provide adequate illumination and emergency lighting for all areas in which the Seller will be executing the scope of supply. Provide all site utilities such as raw water, instrument quality air, potable water and power required for operation of the proposed equipment included in this scope of supply. Assure that adequate quantities of membrane cleaning and neutralizing chemicals are on hand for wash procedures including sodium hypochlorite, sodium bisulphite, citric acid and sodium hydroxide. Supply telephone/fax/modem access while Seller’s staff members are on-site.
• City of Visalia will provide assistance to:
• Remove cassettes from the system as required;
• Install new cassettes with hanger arms, braces, and replacement spools; • Return the cassettes to the system.
• City of Visalia will:
• Dispose of all retired membrane modules and cassette components; • Dispose of shipping and packaging materials unless specifically requested not to do so by Veolia.
9. Solution Design Notes
9.1. Permits
Regulatory Requirements
City of Visalia is responsible to review and report to the permit granting agency on the impact of any of the proposed changes on the regulatory permit. Veolia will provide the necessary manufacturer’s technical support on regulatory issues.
Please speak with your regional lifecycle manager (RLM) if there are any regulatory requirements or concerns.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 13 of 35 Utilization
Veolia understands that these modules are required as replacements for currently installed modules.
These modules are offered on the basis that the membrane modules will not be used to provide expanded flow beyond the current plant flow rating. Veolia makes no guarantees, implied or otherwise as to the performance of these modules in any other capacity than as replacement membranes.
Replacing the current 8 cassettes of ZW500D 370ft² modules with 6 cassettes of ZW500EV-RX 460ft² modules closely matches the current membrane surface area (141,340ft² vs. 141,680ft²) and leaves 50% space as spare for future module placement that could be used for flux remediation or for plant expansion subject to a review of the limitations of other equipment and hydraulic capacities.
Production Interruption
During installation of the ZeeWeed cassettes, trains will be shut down which will affect City of Visalia treatment capacity. After the purchase order is acknowledged, Veolia’s project manager for the installation will consult with City of Visalia to jointly develop the installation plan and work schedule with due regard for membrane delivery to the plant and plant preparation.
9.2. Maintenance Notes for Replacement Membranes
At the time of any full plant or full train membrane replacement, it is recommended to evaluate whether it is the right time to address any tank coating repairs which may be required.
Preferential Flow
Mixing a small proportion of new modules in trains with large amounts of older modules is not recommended as it creates a risk of over-fluxing of new modules, which can shorten their lives.
Veolia recommends that City of Visalia plan membrane module replacement on a complete cassette and complete train basis wherever possible to achieve both optimal performance and best value from the new membrane modules. In this case, by replacing all membrane modules in a train, this risk has been neutralized.
Membrane Slack
Veolia’s membranes are supplied and shipped with an initial factory fiber slack designed to optimize membrane air scouring during operation as well as accommodate a degree of shrinkage. Membranes shrink in length early in their lifecycle when exposed to higher temperature water. The pace of shrinkage slows with age. With the installation of new membranes, the requirements for slack adjustment start a new cycle.
Due to the wide variety of operating environments in which our products can be utilized, it is difficult to generally predict the rate of shrinkage. If membranes operate in a condition of insufficient slack for an extended period of time, irreversible damage to the fiber-urethane bond may occur. Please refer below to the recommended inspection frequencies based on your plant’s membrane tank operating temperature. Visual inspections should begin during the membrane installation and be repeated over time on the same cassette. Digital pictures will allow for comparative analysis of the fiber slack over time.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 14 of 35 Maximum Operating Temperature Recommended Slack Inspection Frequency 0-24 °C / 32-76 °F every 2 years
25-30 °C / 77-86 °F once per year
>30 °C / > 86 °F twice per year
Bubble Test Pressure
The bubble test pressure for the purchased membranes is 2 psi horizontally and 3 psi vertically.
9.3. Technical
New Cassette Frames
There are considerable benefits that come with replacing cassette frames at the same time as membranes are replaced. Replacing membranes at the same time as cassettes can be cost competitive and lower risk compared to replacing modules alone from individual boxes for the reasons described below. In this case, as City of Visalia moves from ZW500D modules to ZW500EV-RX modules, a change to a new cassette frame is a necessity but the benefits still apply.
• Doubled packing density of modules in the cassettes reduces shipping costs. • Reduce labor for installation.
• Shorten plant down-time.
• Plastic cassette components are subject to aging with time and exposure to chemicals.
Replacing plastics with each new generation of membranes reduces the risk of cassette component repair events.
• Decrease the opportunity for module damage during installation. • Reduce packaging waste and lower disposal cost.
• Replaced stainless steel frames can be sold for scrap.
Upgrading from the ZeeWeed 500D 370ft² module to ZeeWeed 500EV-RX 460ft² module offers the following advantages:
• 24% increase in membrane module surface area;
• Increased membrane module surface area in the same footprint as the existing cassettes; • No increase in chemicals for recovery cleans due to increased surface area; Other Considerations
Blowers
No changes to blower operation are anticipated with this upgrade. Based on Veolia’s preliminary review, the ZW500EV-RX train can operate at the same aeration rates as the existing ZW500D trains. As additional trains are upgraded to ZW500EV-RX and the plant module count decreases, aeration rates may be reduced to allow for energy savings at the Visalia WCP.
Pre-Screen
Trash and non-biodegradable solids, such as hair, lint, grit and plastics may foul or damage the membranes if allowed to pass into the membrane chamber. Veolia recommends that an internally-fed screen with mesh or punched-hole openings less than or equal to 2 mm with no
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 15 of 35 possibility of bypass or carryover be operated upstream of the new membranes to ensure effective operation and to maximize membrane life.
10. Health & Safety
City of Visalia
• City of Visalia will provide orientation to Seller’s personnel to ensure site-specific safety protocols are known. City of Visalia will identify and inform Seller’s personnel of any site-specific hazards present in the workplace that could impact the delivery of Seller’s scope of supply and agrees to work with Seller to remove, monitor, and control the hazards to a practical level. • City of Visalia will provide any site-specific or standard company operating procedures and practices for Seller’s personnel to perform work on site, if required by City of Visalia’s policies.
Such programs may include, but are not limited to, general environmental health & safety (EHS), HAZOP, fire protection, drug testing, incident notice, site conduct, standard first aid, chemical receiving, electrical safety, etc. City of Visalia will provide a certificate of program completion for Seller’s personnel. This program will be fully documented, training materials will be provided, and attendance list will be kept.
• If any type of lifting devices will be used on site, City of Visalia will provide proof of its maintenance, inspection and certification documentation upon request and will assist the Veolia service representative to complete a safety inspection checklist. • Where confined space entry may be required, City of Visalia will provide early notice and will collaborate with Veolia in planning adequate staffing and in advising the local fire/rescue department as required.
• No time or cost provision has been made for preparations such as safety record clearances, drug testing, insurance confirmations or pre-job-training in excess of 1 hour. Prior to finalizing the Purchase Order and the work schedule, City of Visalia will advise Veolia of any pre-job or pre-mobilization requirements. Where these requirements exceed 1 hour, this time will be charged to City of Visalia at rates set out in the prevailing Veolia labor rate sheet. • Where certain short duration activities require two people for safety and the Veolia Service representative is alone at site, City of Visalia will cooperate as required to assure that correct safety precautions are taken.
• City of Visalia is responsible for the following environmental provisions:
• Environmental use and discharge permits for all chemicals at City of Visalia’s facility either listed in this document or proposed for use at a later date; • Any special permits required for Seller’s or City of Visalia’s employees to perform work related to the water treatment system at the facility;
• All site testing, including soil, ground and surface water, air emissions, etc.; • Disposal of all solid and liquid waste from the Seller’s system including waste materials generated during construction, start up and operation.
• City of Visalia is responsible for provision of health and safety facilities to Seller’s field service representatives to the same extent that they are provided to City of Visalia’s own employees, including provision of:
• Eyewash and safety showers in the water treatment area;
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 16 of 35 • Chemical spill response;
• Security and fire protection systems per local codes.
Veolia
• All work on site will be performed in accordance with applicable law and will be performed reasonably, in a clean and safe manner. The Veolia service representative will abide by the more stringent of the applicable health, safety and environmental policies and procedures of either City of Visalia or Veolia.
• Veolia will provide all applicable safety training required by Veolia policies or by state or national health and safety regulations. The Veolia service representative will have undergone workplace hazardous material information system (WHMIS) training and will come equipped with necessary personal protective equipment (PPE).
• Emergencies - In emergencies affecting the safety of persons, work or property at the site and adjacent thereto, Veolia will act, without previous instructions from City of Visalia, as the situation warrants. Veolia will notify City of Visalia immediately thereafter.
11. ZeeWeed Membrane Module Standard Warranty
This schedule sets out the warranty with respect to ZeeWeed membrane modules (“membrane modules”). No other warranties, expressed or implied are made in connection with the sale of these products, including, without limitation, warranties as to fitness for any purpose or use or merchantability of these products. The warranty provided herein will be the exclusive and sole remedy of Buyer. This warranty is not transferable.
1. Definitions
The following terms shall have the meaning set forth below when used in the warranty document:
a. “Buyer” means the party purchasing the ZeeWeed Modules from the Seller b. “Seller” means a business component of, or legal entity within the Veolia Water Technologies & Solutions business which is selling the ZeeWeed membranes.
2. Warranty Product
This warranty applies to only the membrane modules supplied under the contract of sale.
Membrane module means the hollow fiber ultrafiltration membranes and the potted plastic headers.
This warranty does not cover air piping to the membrane module, permeate piping from the membrane module, piping connection fittings, connecting hardware and cassette frames with their associated components including but not limited to spacers, aerator tubes, aerator assemblies, screen, module dummies or module blanks.
3. Scope of Warranty
The Seller warrants that its membrane module(s) will be free of defects due to faulty materials or errors in manufacturing workmanship.
Regular membrane module inspection and normal fiber repair shall be the responsibility of Buyer.
All replacement membrane modules will be shipped on the basis of INCOTERMS 2020 FCA Veolia manufacturing facility.
All ancillary costs including but not limited to bagging, boxing, crating, freight, freight insurance, applicable taxes, import duties, certifications, brokerage, receiving, forklift services, storage at site, reattachment hardware, hose/clamp/camlock replacement, crane services, installation, fiber repair materials, glycerin flushing, commissioning and waste disposal are the responsibility of Buyer.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 17 of 35
4. Warranty Start Date
Membrane warranty will start on the earlier of:
a. The date that installation of the original membrane module(s) has been substantially completed, or
b. Three (3) months from the date of delivery of the original membrane module(s) to Buyer.
5. Warranty Duration
Total Warranty Duration: a total of 24 months of full replacement warranty coverage.
6. Notification Of Claim
All claims filed under this warranty shall be made in writing by Buyer within 30 days of identifying a defect.
Buyer shall provide the following information:
a. A description of the defect giving rise to the claim; b. Photographs showing the manufacturing defect;
c. The serial number(s) of the membrane module(s) which is (are) the subject of the warranty claim; and
d. Operating data and repair history for the life of membrane modules which are the subject of a warranty claim.
7. Verification of Claim
After receipt of written notification of a defect, the Seller will promptly undertake such investigations as, in the Seller's opinion, are necessary to verify whether a defect exists. The Seller reserves the right to require additional data as necessary to validate claims. Buyer may, in the course of these investigations, be requested to return membrane module(s) to the Seller for examination (see section 11). The Seller may also conduct reasonable tests and inspections at Buyer’s plant or premises. If the results of the investigation do not validate the defect claimed, Buyer will reimburse the Seller for all reasonable expenses associated with said investigation, including expenses for all tests, inspections, and associated travel.
8. Satisfaction of Claims
The Seller will have the right to satisfy claims under this warranty in a flexible manner. Such flexibility may include the repair of existing membrane modules or changes in operating protocols or membrane module replacement or by upgrading failed membrane modules with newer membrane module(s) that may embody design and efficiency improvements. Buyer consents to the supply of replacement membrane modules which may be of a different design than original membrane modules.
9. Operating Information
To maintain the membrane module warranty, membrane system operation records from initial start- up date until claim must be maintained by Buyer and made available to the Seller upon request.
Records must be provided in sufficient detail as applicable to verify the subject of a warranty claim and can include but is not limited to, operation data including information on feed water quality, temperatures, flows, trans-membrane pressures, aeration rates, permeate quality, cleaning intervals, cleaning chemical concentrations, elapsed time since start-up, relevant analytical data and reporting of any screen bypass events.
Buyer shall maintain and share access to a single reference copy in electronic form of a membrane module map containing the history of activity by membrane module and the serial number for each
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 18 of 35 module. Buyer shall log its procedures performed related to a membrane module including relocation of membrane modules, repairs, replacements and any other noteworthy events.
Buyer authorizes the Seller to conduct any reasonable review of operation and maintenance records or to inspect facilities where membrane modules are installed, upon reasonable notice to Buyer. Such reviews and/or inspections are intended to also assist the Seller and Buyer in detection of membrane system faults and to optimize the care and operation of the membrane modules.
10. Limitation of Warranties
Occurrence of any of the following as reasonably determined by the Seller will void this warranty:
a. A material failure to operate the membrane system in accordance with Seller’s operations and maintenance manual supplied to Buyer as part of the contract, including material failure to adhere to the Seller’s specified membrane module cleaning procedures and the use of anything other than Seller-approved membrane module cleaning agents.
b. Failure to adhere to the preventive maintenance program as presented in the Seller’s operations and maintenance manual, in published product manuals and in specifications.
c. Failure to adhere to all transportation and storage requirements. ZeeWeed membrane modules may be stored up to 12 months from date of receipt and must be transported and stored in original intact packaging out of direct sunlight in ambient temperatures between 5-35 Degrees Celsius. Storage beyond 12 months from date of receipt requires a written request to Veolia to maintain membrane module warranties. d. Introduction of destructive foreign materials and chemical agents into the membrane module.
e. Failure to maintain and provide system operating data and repair history for the life of membrane modules which are the subject of a warranty claim. f. Physical abuse or misuse, incorrect removal or installation of membrane modules by non-Seller personnel including fiber damage caused by operator error in handling of membrane modules or cassettes.
g. Unauthorized alteration of any components or parts originally supplied by the Seller. h. Intentional damage.
11. Return Procedure
In the event that the return of a membrane module is required pursuant to this warranty, Buyer will first obtain a Return Goods Authorization (RGA) number from the Seller. Membrane module(s) shipped to the Seller for warranty examination must be shipped freight prepaid in environmentally controlled freight and storage with ambient air temperature between 5-35 degree Celsius. If Buyer desires temporary replacement membrane module(s) to replace those alleged to be defective and returned to the Seller for warranty examination, Buyer shall be responsible for the cost associated with any such replacements until examination of the returned membrane modules pursuant to this warranty is complete. Any membrane module examined by Seller as part of a warranty claim where the membrane module is subsequently found to be performing as warranted or where a membrane module failure is not covered under the warranty will be returned to Buyer, freight collect or disposed of by Seller and the cost associated with any membrane analysis and diagnostic work will be levied against the Buyer based on Veolia standard labor rates.
12. Disclaimer and Limitation on Liability
To the maximum extent permitted by law, in no event shall Seller be liable for any loss of profit or
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 19 of 35 revenues, loss of production, loss of use of equipment or services or any associated equipment, interruption of business, cost of capital, cost of replacement water or power, downtime costs, increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages arising out of or relating to the performance or actual or alleged breach of the agreement, regardless of whether a claim is based in contract (including warranty or indemnity), extra-contractual liability, tort (including negligence or strict liability), statute, equity or any other legal theory.
12. Terms and Conditions of Sale
A - Specific Terms and Conditions of Sale
These terms take precedence over the general terms and conditions of sale. 1 Legal Entity for Contracting
ZENON Environmental Corporation is the name of the Seller, and means a business component of, or legal entity within the Veolia Water Technologies & Solutions business (Veolia).
Please advise us if this Veolia entity is not set up in your purchasing system as a vendor and you do have another Veolia ent ity set up. We are keen to make the purchase process as convenient as possible for City of Visalia. short form: Where a short reference is required in this document, for convenience, we are called simply Veolia. 2 Payment
Veolia prefers to receive payment by wire transfer and will also accept payment by courier check.
Wire transfer information for ZENON Environmental Corporation send details to: SHD WATS REMIT-NAM [email protected] Bank of America Merrill Lynch
C/O ZENON Environmental Corporation
901 Main Street Dallas, TX 75202
ACCT# 4426318136
ABA# 026009593
SWIFT# BOFAUS3N
ACH# 111000012
3 Payment Terms
On approved credit, payment terms are net 30 days from customer receipt of invoice. Please see the invoicing schedule in the price section. In the event an invoice is issued on shipment of goods from a Veolia Hungarian production facility, payment terms w ill be extended by an additional 45 days to account for the additional transit time to the delivery location. 4 Proposal Validity
Prices quoted and proposal terms are valid up to thirty (30) days after the date of issue of this proposal unless confirmed with a purchase order.
5 Bonds
Performance or payment bonds are not included in the price. These bonds can be purchased on request but will be at an additional cost. 6 Assignment of Membrane Warranty
The Buyer will be entitled to assign to a subsequent owner of the membranes the warranties of the Seller under this Agreement , provided that a prior written notification is sent to the Seller and the assignment agreement contains terms and conditions which provide the Seller with the protections of the warranties and limitations on liability contained in the Agreement. Subject to Buyer’s compliance with the foregoing requirement, such warranty rights are expressly assignable by the Buyer to a subsequent own er of the membranes. Except as provided herein, Buyer is not entitled to extend or transfer this warranty to any other party. 7 Flight Booking
Prices quoted for installation which include airfare are either based on timely confirmation of a visit schedule or based on receipt of a purchase order in time to book any flights seven days in advance. Additional airfare charges related to late arrival o f a purchase order will be extra and billed through to City of Visalia without mark-up.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 20 of 35 8 Purchase Order Guidelines
Please confirm that your purchase order has covered the following points. This will ensure accurate and prompt order entry, p roduct delivery, invoicing and accounts receivables processing and will prevent administrative delays for all parties. ● Documentation – Our strong preference is to receive a hard or digital copy of your purchase order (PO) rather than a PO number alone. Your PO can be sent by email to [email protected]. If you are not able to provide a PO, please contact us for alternatives.
● Veolia legal entity – Please be sure your purchase order is issued in the name of the specific Veolia legal entity outlined in the quote. We will be glad to work with your purchasing department to set this entity up as an approved supplier/vendor.
Please advise us if this Veolia entity is not set up in your purchasing system as a vendor and you do have another Veolia entity set up.
● Quotation Number – Please reference the quotation number in your PO. ● Product – Please note which product(s) you wish to purchase along with the quoted price, particularly if quantities or scope differ from the quotation.
● Taxes – Please provide any required tax exemption certificates. Please indicate if taxes have been added in your PO. ● Payment Terms – Please acknowledge the payment terms included with the quotation. ● Bill-to Address – Please include contact information for your accounts payable. ● Ship-to Address – Please clearly define the delivery location and the receiver’s email & telephone. Please specify receiving hours and any special off-loading requirements. ● Delivery Date – Please include your requested delivery date.
B – General Terms and Conditions of Sale
Veolia’s standard terms and conditions apply. See Attachment B.
Note to purchasing agent: Veolia’s standard set of commercial terms & conditions are written for moderate value transactions to allow an efficient and rapid provision of services and parts. Where corporate agreement terms have been previously agreed, these may be brought forward by either party and applied by mutual consent. If either of these terms sets are not immediately acceptable, please expect a typical 6-10 week cycle of mutual review to build agreement on changes.
C – Data Provisions
1. Use. Buyer agrees to use the equipment only in accordance with Seller's instructions and shall only use Seller approved chemical products in connection with the equipment. To the extent that Buyer fails to do so, Buyer hereby agrees that any and all appl icable warranties for the Equipment and Services, including, but not limited to, any accuracy or performance guarantees shall be wai ved.
2. Data rights. The parties acknowledge that in performance of the Services, Seller will be collecting data from Buyer relating to Buyer's processes, materials, equipment and other information ("Data"). Buyer hereby consents to the collection of such Data by the S eller.
The following provisions will apply to Data.
3. Network interface. Buyer will install and maintain any and all equipment, systems, software and network interfaces at, and provide telecommunications access to, its facilities as may be required to gather and communicate Data to Seller's monitoring systems in conformance with Seller's interface specifications. Buyer shall maintain its equipment, systems, software and network interfaces to ensure that there are no viruses, Trojan horses, tracking or other cookies, malware or any other harmful software embed ded in or attached to Data or such equipment, systems, software or network interfaces that are accessed by or otherwise affect Seller's equipment, systems or software. Upon reasonable request by Seller, Buyer shall perform testing or audits to verify compl iance with this paragraph.
4. Custodian. Seller will be custodian of the Data. Seller will store and maintain the Data in a secure manner and logically separate from data belonging to other customers consistent with industry standards. Data will be stored and maintained by Seller durin g the term of any agreement with Buyer. However upon termination of the same, Seller may delete data in accordance with its then standard business practice. Periodic back-ups of Data will be maintained as necessary for Seller to perform its obligations he rein.
Seller may store such information in any location and in such a manner as it deems appropriate in its sole discretion in acco rdance with reasonable commercial practices.
5. Seller access. Seller will restrict access to Data to those employees, agents and contractors of Seller with a need to know. In addition to accessing Data through computers, tablets, and smartphones, such employees, agents and contractors may access Dat a through computer monitors disposed in monitoring laboratories or control rooms at sites operated by or on behalf of Seller. Access by
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 21 of 35 such individuals on behalf of Seller to stored Data shall be controlled through individual user names and passwords consisten t with Seller's information technology policies and procedures. Access by such individuals on behalf of Seller to displayed Data on monitors shall be restricted through controlled access or other reasonable security measures determined by Seller in its sole discreti on.
6. Buyer access. Seller may provide access to Buyer to Data during the period which Data is stored. For individual access, Buyer shall provide a request for authorization for each individual requesting such access. Authorized personnel of Buyer shall be issued a unique User ID and password that identifies and may be used by only a single user. All requests for access shall be through an offici ally approved and documented process of Buyer. Seller shall use reasonable commercial efforts to provide user access to Buyer in a timely manner. In the case that any employee or contractor no longer requires access or in the case where such employee or contractor is voluntarily or involuntarily terminated, Buyer shall notify Seller immediately at which time such User ID will be disabled and access terminated. Seller shall not be liable for any access by individuals based on whole or in part by the failure on t he part of Buyer to provide timely notice of restrictions on or termination of access.
Upon reasonable request by Buyer and to the extent technically feasible or practical, copies of some or all of Buyer's Data s hall be transferred to Buyer pursuant to mutually agreed upon protocols, procedures and schedules. Moreover, reports that summarize Data may be developed from time to time and provided to Buyer. Seller shall be compensated on a time and materials basis for any s uch transfer or report generation.
Buyer acknowledges that much of wireless network security is controlled by 3rd party carriers or network vendors and Seller s hall not be liable for any security breaches based in whole or in part on services provided by such 3rd parties.
7. Security/unauthorized access. Buyer shall not reverse engineer, hack, access or attempt to access, or have anyone do so on its behalf, any data, systems, programming, or any other information maintained by Seller. In addition, Buyer or those acting on Buyer's behalf shall not develop or insert into any of Seller's systems, networks or data any back-door access, viruses, Trojan horses, tracking or other cookies, malware or any other unauthorized software.
8. Rights to use data. Buyer shall have unlimited rights to use the Data for any purposes not inconsistent with this Agreement. Seller may use the Data (1) for any and all purposes in furtherance of this Agreement; (2) for research and development and troubles hooting purposes; and (3) in the aggregate for statistical and other analysis, provided that in the case of (3) above, no information identifyin g Buyer shall be associated with such analysis. Seller may share Data with its affiliates, including its affili ates in other countries, for the purposes described above.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 22 of 35
13. Signed Agreement
Through the issue of this proposal, Veolia signals their intent to enter into an agreement with City of Visalia. City of Visalia and Veolia acknowledge that they have read and understood this agreement and agree to be bound by the terms and conditions specified in it.
Offered by
Legal Entity:
ZENON
Environmental
Corporation
3600 Horizon Blvd.,
Trevose, PA, 19053
Accepted by
Legal Entity:
City of Visalia,
also known as City of Visalia or Buyer
Authorized
Signature by:
Title:
Signature
Date:
Signature: x
Purchase Order No:
If options were available,
which options selected
Upon acceptance of this proposal, please forward the
following by email with .pdf attachments referencing the legal entity above:
1) this signature page completed
2) a copy of your purchase order, and
3) any required tax exemption certificates
This agreement comes into force when Veolia has issued a formal acceptance of City of Visalia’s Purchase order or formal acceptance of this City of Visalia signed agreement.
Doc. control: Author: JP (rev 2) Filename: Visalia 385225-3 308 x ZW500EX-RX 460ft² GMRP Nov 11 2025 Last modified: 2025-11-11 9:14 AM Technical review: GB (rev 2) Commercial review: JE (rev 2)/JD DOA: GMRP
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 23 of 35 InSight Process Analyst
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 24 of 35
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 25 of 35 Sample Performance Bond
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 26 of 35
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 27 of 35
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 28 of 35
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 29 of 35 Veolia Standard Terms and Conditions
1. Exclusive Terms and Conditions. Together with any other terms the Parties agree to in writing, these General Terms and Conditions – together with the last proposal in order of time issued by the Seller – form the exclusive terms (“Agreement”) whereby Buyer agrees to purchase, and Seller agrees to sell products and equipment (jointly “Equipment”) and to provide advice, instruction and other services in connection with the sale of that Equipment (“Services”). If Buyer sends to Seller other terms and conditions to which Seller may not respond, including but not limited to those contained in Buyer’s purchase order, such shall not apply. This Agreement may only be revised by a change order approved in writing by both Parties. All terms not defined herein shall be defined in Seller´s proposal.
2. Equipment and Services. The Equipment to be delivered and the Services to be provided shall be as set out in this Agreement. Unloading, handling, storage, installation, and operation of Buyer’s systems or the Equipment are the responsibility of Buyer. Buyer shall not require or permit Seller’s personnel to operate Buyer’s systems or the Equipment at Buyer’s site.
3. Prices and Payment. Buyer shall pay Seller for the Equipment and Services in accordance with the payment schedule (as set forth in Seller´s proposal or, if applicable, in any special conditions agreed to in writing by the Parties). Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Seller’s invoice.
Seller may require a Letter of Credit or other payment guarantee, in which case the stated amount of the guarantee will be adjusted by Buyer in the event of any currency-based adjustment to prices or payment amounts per the Payment Schedule, and Buyer shall deliver the adjusted guarantee within five (5) days of request by Seller. Buyer agrees to reimburse Seller for collection costs, including 2% (two percent) interest per month (not to exceed the maximum amount permitted by applicable law), should Buyer fail to timely pay. Buyer shall have no rights to make any deduction, retention, withholding or setoff relating to any payments due under this Agreement.
4. Taxes and Duties. Seller shall be responsible for all corporate taxes measured by net income due to performance of or payment for work under this Agreement (“Seller Taxes”). Buyer shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Buyer or Seller or its subcontractors) in relation to the Agreement or the performance of or payment for work under the Agreement other than Seller Taxes ("Buyer Taxes"). The Agreement prices do not include the amount of any Buyer Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional amounts so that Seller receives the full Agreement price without reduction for Buyer Taxes. Buyer shall provide to Seller, within one month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes. Buyer shall furnish Seller with evidence of tax exemption acceptable to taxing authorities if applicable, prior to execution of the Agreement by both Parties or issuance by the Seller of the order acceptance. Buyer’s failure to provide evidence of exemption at time of order will relieve Seller of any obligation to refund taxes paid by Seller.
5. Delivery, Title, Risk of Loss. Unless otherwise specified in this Agreement, Seller shall deliver all Equipment to Buyer FCA (Incoterms 2020) Seller’s facility. The time for delivery of the Equipment to Buyer shall be specified in this Agreement. Seller’s sole liability for any delay in delivery of the Equipment shall be as expressly set out in this Agreement. The place of delivery specified herein shall be firm and fixed, provided that Buyer may notify Seller no later than forty-five (45) days prior to the scheduled shipment date of the Equipment of an alternate point of delivery, Buyer shall compensate Seller for any additional cost in implementing the change. If any part of the Equipment cannot be delivered when ready due to any cause not attributable to Seller, Buyer shall designate a climate-controlled storage location, and Seller shall ship such Equipment to storage. Title and risk of loss shall thereupon pass to Buyer and amounts payable to Seller upon delivery or shipment shall be paid by Buyer along with expenses incurred by Seller. Services provided herein shall be charged at the rate prevailing at the time of actual use and Buyer shall pay any increase, and Buyer shall pay directly all costs for storage and subsequent transportation.
Failure by Buyer to take delivery of the Equipment shall be a material breach of this Agreement.
Title and risk of loss to the Equipment shall be transferred from Seller to Buyer at the point of delivery upon handover in accordance with this Agreement. Title and risk of loss to the Services shall pass as they are performed.
6. Warranties and Remedies. Seller warrants that Equipment shall be delivered free from defects in material, workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications. Seller’s warranty does not cover the results of improper handling, storage, installation, commissioning, operation or maintenance of the Equipment by Buyer or third parties, repairs or alterations made by Buyer without Seller's written consent, influent water which does not comply with agreed parameters, or fair wear and tear.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 30 of 35 Unless otherwise expressly provided in this Agreement, the foregoing warranties are valid for:
(a) Chemicals and services, for six (6) months from their date of delivery or the provision of Services; (b) Consumables, including filters and spiral wound membranes (other than spiral wound membranes for process treatment), the earlier of twelve (12) months from date of first use or fifteen (15) months from their date of delivery;
(c) Spiral wound membranes for process fluid treatment, ninety (90) days from their date of first use; (d) Ultrafiltration membranes (ZW500, ZW700B, ZW1000, ZW1500), twelve (12) months from their date of delivery; (e) Equipment other than chemicals and consumables, the earlier of, fifteen (15) months from delivery or shipment to storage, or twelve (12) months from start-up/first use; (f) Software, ninety (90) days from the date of receipt; (g) Equipment not manufactured by Seller; the warranty shall be the manufacturer’s transferable warranty only.
Any claim for breach of these warranties must be promptly notified in writing, and Buyer shall make the defective item available to the Seller, or the claim will be void. Seller’s sole responsibility and Buyer’s exclusive remedy arising out of or relating to the Equipment or Services or any breach of these warranties is limited to repair at Seller's facility or (at Seller’s option) replace at Seller's facility the defective item of Equipment and re-perform defective Services. In performance of its obligations hereunder, Seller will not control the actual operation of either Buyer’s systems or the Equipment at the Buyer’s site.
Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty period.
The warranties and remedies are conditioned upon (a) proper unloading, handling, storage, installation, use, operation, and maintenance of the Equipment and Buyer’s facility and all related system in accordance with Seller’s instructions and, in the absence, generally accepted industry practice, (b) Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to those records, and (c) modification or repair of Equipment or Services only as authorized by Seller in writing. Failure to meet any such conditions renders the warranty null and void.
The Buyer will be entitled to assign to a subsequent owner of the Equipment the warranties of the Seller under this Agreement, provided that a prior written notification is sent to the Seller and the assignment agreement contains terms and conditions which provide the Seller with the protections of the warranties and limitations on liability contained in the Agreement. Subject to Buyer’s compliance with the foregoing requirement, such warranty rights are expressly assignable by the Buyer to a subsequent owner of the Equipment. Except as provided herein, Buyer is not entitled to extend or transfer this warranty to any other party. The warranties and remedies set forth in this article are in lieu of and exclude all other warranties and remedies, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose.
Unless otherwise expressly stipulated in this Agreement, Seller gives no warranty or guarantee as to process results or performance of the Equipment, including but not limited to product quality, flow, production, capacity, membrane life, chemical consumption, regulatory compliance or energy consumption.
7. General Indemnity. Seller shall indemnify and hold harmless Buyer from claims for physical damage to third party property or injury to persons, including death, to the extent caused by the negligence of Seller or its officers, agents, employees, and/or assigns while engaged in activities under this Agreement. Buyer shall likewise indemnify and hold harmless Seller from claims for physical damage to third party property or injury to persons, including death, to the extent caused by the negligence of the Buyer, its officers, agents, employees, and/or assigns. In the event such damage or injury is caused by the joint or concurrent negligence of Seller and Buyer, the loss shall be borne by each Party in proportion to its negligence. For the purposes of this article (i) “Third party” shall not include Buyer or any subsequent owner of the Equipment, their subsidiaries, parents, affiliates, agents, successors or assigns including any operation or maintenance contractor, or their insurer; and (ii) no portion of the Equipment is “third party property”.
8. Compliance with Laws and Permits. All permits, authorizations, and licenses which are required to construct, install and/or operate Buyer’s facility or equipment, to use the Equipment, or to manage and dispose of any wastes, discharges, and residues resulting from Buyer’s use of the Equipment, shall be obtained and maintained by Buyer at Buyer’s sole expense. Buyer is responsible for compliance with all laws and regulations applicable to the storage, use, handling, installation, maintenance, removal, registration, and labeling of all Equipment after delivery of the Equipment, as well as for the proper management and disposal of all wastes, discharges, and residues.
9. Buyer’s Site Conditions. Buyer warrants that any data furnished to the Seller concerning conditions at Buyer’s site (including but not limited to any existing Buyer facility, equipment or processes, influent water or other substances to be treated or measured with the Equipment) is accurate and complete, and the Seller reserves the right to utilize the most appropriate design compatible with generally accepted engineering practices, and to make changes in details of design, manufacture and arrangement of Equipment unless precluded by any limitations specified in this
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 31 of 35 Agreement. Seller shall notify Buyer of (1) any conditions at Buyer’s site which materially differ from those indicated in the data furnished by Buyer, (2) any previously unknown physical conditions at Buyer’s site of an unusual nature, not revealed by previous investigations and differing from those ordinarily encountered in the type of work provided for in this Agreement, and (3) the presence of any Hazardous Materials (as defined below), the existence of a contaminated soil, unexploded ordinance, or archaeological remains. If such conditions cause an increase in Seller's cost or in the time required for the performance of Seller’s obligations, Seller shall be entitled to an equitable adjustment in the Agreement price and an extension in the time for performance.
10. Hazardous Materials and Wastes. In the event that Seller encounters any Hazardous Materials (meaning toxic substances, hazardous substances, pollutants, contaminants, regulated wastes, or hazardous wastes as such terms may be defined or classified in any law, statute, directive, ordinance or regulations promulgated by any applicable governmental entity) at Buyer’s site, other than Hazardous Materials introduced by Seller or that are otherwise the express responsibility of Seller under this Agreement, Buyer shall immediately take whatever precautions are required to legally eliminate such Hazardous Materials so that the Seller’s work under this Agreement may safely proceed. At no time shall Seller be deemed to have taken title to or the responsibility for the management or disposal of any wastes, Hazardous Materials, influent water, any resultant product streams, wastewater streams, discharges, cleaning materials, or any other materials or substances processed by the Equipment or otherwise located at Buyer’s site. Seller does not take responsibility for and hereby expressly disclaims responsibility for the characterization or disposal of wastes, Hazardous Materials, or for the identification, selection, or management of disposal facilities for any wastes.
11. Excusable Delays. Seller shall not be liable nor in breach or default of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of Seller, including, but not limited to: acts of God, natural disasters, unusually severe weather, fire, terrorism, war (declared or undeclared) epidemics, material shortages, insurrection, act (or omissions) of Buyer or Buyer’s contractors/suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay or non-performance, plus such additional time as may be necessary to overcome the effect of the delay or non-performance. If delivery or performance is delayed for a period exceeding 180 (one hundred and eighty) days, either Party may terminate this Agreement without further liability provided that Seller shall be paid an amount equal to that which would be payable to Seller under the article entitled “Termination”. If Seller is delayed by any acts (or omissions) of Buyer, or by the prerequisite work of Buyer’s other contractors or suppliers, Seller shall be entitled to an equitable adjustment in schedule, price and/or performance, as applicable.
12. Emergencies. If the safety of Seller’s personnel is threatened or likely to be threatened by circumstances outside the reasonable control of Seller, including but not limited to war, armed conflict, civil unrest, riots, terrorism, kidnapping, presence of or exposure to hazardous materials, unsafe working conditions, or by the threat of such circumstances or a lack of adequate protections against such circumstances, Seller shall be entitled to take all necessary steps to ensure the security and safety of its personnel including the evacuation of personnel until such circumstances no longer apply. Any such occurrence shall be considered an excusable delay event. Buyer shall reasonably assist in the event of any such evacuation.
13. Confidentiality, Intellectual Property. Both Parties agree to keep confidential the other Party’s proprietary non-public information, if any, which may be acquired in connection with this Agreement. Buyer will not, without Seller’s advance written consent, subject Equipment to testing, analysis, or any type of reverse engineering. Seller retains all intellectual property rights including copyright which it has in all drawings and data or other deliverables (including the Equipment) supplied or developed under this Agreement. Buyer agrees that it will not file patent applications on the Equipment or any development or enhancement of the Equipment, or of processes and methods of using the Equipment, without Seller’s express prior written permission. Buyer further agrees that in any event any such patents will not be asserted against Seller or its other buyers based upon purchase and use of such Equipment.
Seller grants to Buyer a non-exclusive, non-terminable, royalty free license to use the intellectual property embedded in Equipment delivered to and paid for by the Buyer, as well as any drawings, design or data delivered to and paid for by the Buyer, for the purposes of owning, financing, using, operating and maintaining the relevant Equipment at Buyer’s site. Such license may only be assigned to a subsequent owner of the Equipment or to an operations and maintenance subcontractor. Such license does not extend to the re-creation of the Equipment or the manufacture of spares or consumables by Buyer or third parties.
Any software Seller owns and provides pursuant to this Agreement shall remain Seller’s property. Seller provides to Buyer a limited, non-exclusive and terminable royalty free project-specific license to such software for the use, operation or maintenance at Buyer’s site of any Equipment purchased hereunder to which the software is a necessary component. Buyer agrees not to copy, sub-license, translate, transfer, reverse engineer, or decode the software.
Seller shall indemnify and hold harmless Buyer from any rightful claim of any third party that any Equipment or Service infringe a patent in effect in the USA, or country of delivery (provided there is a corresponding patent issued by the USA), or USA copyright or copyright registered in the country of delivery. If the Buyer notifies the Seller promptly of the receipt of any such claim, does not take any position adverse to the Seller regarding such claim and
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 32 of 35 gives the Seller information, assistance and exclusive authority to settle and defend the claim, the Seller shall, at its own expense and choice, either (i) settle or defend the claim and pay all damages and costs awarded in it against the Buyer, or (ii) procure for the Buyer the right to continue using the Equipment or Service, or (iii) modify or replace the Equipment or Service so that it becomes non-infringing, or (iv) remove the infringing Equipment and refund the price.
The above paragraph shall not apply to any misuse of Equipment or Equipment which is manufactured to the Buyer’s design, or to alleged infringement arising from the combination, operation, or use of any Equipment or Services with other equipment or services when such combination is part of any allegedly infringing subject matter. The foregoing list of sub-sections (i), (ii), (iii), and (iv) and related terms state the entire liability of the Seller for intellectual property infringement by any Equipment or Service.
14. Limitations on Liability. Notwithstanding anything else contained in this Agreement, to the maximum extent permitted by law, and regardless of whether a claim is based in contract (including warranty or indemnity), extra- contractual liability, tort (including negligence or strict liability), statute, equity or any other legal theory:
(a) THE TOTAL LIABILITY OF THE SELLER AND OF ITS INSURER FOR ALL CLAIMS ARISING OUT OF OR
RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR USE OF ANY EQUIPMENT OR
SERVICES SHALL NOT EXCEED THE TOTAL PRICE PAID BY BUYER UNDER THIS AGREEMENT OR (IN THE
CASE OF AN AGREEMENT FOR SERVICES WITH A TERM OF MORE THAN ONE YEAR) THE ANNUAL PRICE PAYABLE BY BUYER UNDER THIS AGREEMENT;
(b) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUES, LOSS OF
PRODUCTION, LOSS OF USE OF EQUIPMENT OR SERVICES OR ANY ASSOCIATED EQUIPMENT,
INTERRUPTION OF BUSINESS, COST OF CAPITAL, COST OF REPLACEMENT WATER OR POWER, DOWNTIME COSTS, INCREASED OPERATING COSTS, CLAIMS OF BUYER’S CUSTOMERS FOR SUCH
DAMAGES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES;
(c) SELLER’S LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD,
PROVIDED THAT BUYER MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR
TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, AS APPLICABLE UNDER THIS
AGREEMENT, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUT IN NO EVENT – TO THE EXTENT PERMITTED BY APPLICABLE LAW – LATER THAN FIVE (5) MONTHS AFTER EXPIRATION OF SUCH WARRANTY PERIOD.
For the purposes of this article, "Seller" shall mean Seller, its affiliates, subcontractors and suppliers of any tier, and their respective agents and employees, individually or collectively. If Buyer is supplying Seller’s Equipment or Services to a third party, Buyer shall require the third party to agree to be bound by this article. If Buyer does not obtain this agreement for Seller’s benefit for any reason, Buyer shall indemnify and hold Seller harmless from all liability arising out of claims made by the third party in excess of the limitations and exclusion of this article.
15. Termination. This Agreement and any performance pursuant to it may be terminated by either Party, and the consequences of such termination shall be as set out in the next paragraph, if the other Party (a) Becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; or (b) Fails to make any payment when due or to establish any payment security required by this Agreement or commits a material breach or defaults in its material obligations under this Agreement, and such default is not cured within thirty (30) days of written notice from the other Party.
Upon the termination of this Agreement by Buyer for cause (i) Seller shall reimburse Buyer the difference between that portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Buyer to complete that scope, and (ii) Buyer shall pay to Seller (a) the portion of the Agreement price allocable to Equipment completed, and (b) amounts for Services performed before the effective date of termination. Upon the termination of this Agreement by Seller for cause Buyer shall pay to Seller within thirty (30) days of receipt of invoice the price of all Equipment or Services delivered at the date of termination, plus an amount equal to all costs and expenses incurred in the engineering, sourcing, financing, procurement, manufacture, storage and transportation of the Equipment including materials, work in progress and any cancellation charges assessed against Seller by Seller’s suppliers including reasonable overhead and profit on all such costs and expenses. Alternatively, if any schedule of termination payments has been agreed between the Parties, Buyer shall pay to Seller within thirty (30) days of receipt of invoice the amounts set out in that schedule.
Seller shall have the right to suspend performance upon written notice to Buyer in any case where Seller would have the right to terminate the Agreement under this article, without prejudice to Seller’s right to terminate this Agreement for cause. Any cost incurred by Seller in accordance with any such suspension (including storage costs) shall be payable by Buyer upon submission of the Seller’s invoice(s). Performance of the Seller’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of such suspension.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 33 of 35
16. Governing Law, Dispute Resolution. This Agreement shall be governed by the substantive laws of the State of Michigan California. In the event of a dispute concerning this Agreement, the complaining Party shall notify the other Party in writing thereof. Management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The seat of arbitration shall be the federal district court closest to the Buyer and the rules of the arbitration will be the Commercial Arbitration Rules of the American Arbitration Association, which are incorporated by reference into this article.
Notwithstanding the foregoing, each Party shall have the right to commence an action or proceeding in a court of competent jurisdiction, subject to the terms of this Agreement, in order to seek and obtain a restraining order or injunction to enforce the confidentiality intellectual property provisions set forth in the first two paragraphs of article 13; nuclear use restrictions set forth in article 17, or to seek interim or conservatory measures not involving monetary damages.
17. No Nuclear Use. Equipment and Services sold by Seller are not intended for use in connection with any nuclear facility or activity, the Buyer warrants that it shall not use or permit others to use the Equipment or Services for such purposes, without the advance written consent of Seller. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, and, in addition to any other rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against all such liability.
18. Export Control. Seller’s obligations are conditioned upon Buyer’s compliance with all USA and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct Equipment (including software and technical data) other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice.
19. Changes. Each Party may at any time propose changes in the schedule or scope of Equipment or Services.
All changes to the Equipment or Services shall be subject to mutual agreement via a written change order or variation, which shall only become effective once signed by both Parties. The scope, Agreement price, schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change, after Seller’s proposal date, in Buyer’s site-specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations. It shall be acceptable and not considered a change if Seller delivers Equipment (including Equipment replacement under warranty) that bears a different, superseding or new part or version number compared to the part or version number listed in the Agreement, provided that in no circumstance shall this affect any other of Seller’s obligations including those set forth in article 6.
20. Conflicts; Survival, Assignment. If there is any conflict between this Agreement and any written proposal or quotation provided by Seller, then the terms and conditions set forth in this Agreement shall prevail. If any term or condition of this Agreement or any accompanying terms and conditions are held invalid or illegal, then such terms and conditions shall be reformed to be made legal or valid, or deleted, but the remaining terms and conditions shall remain in full force and effect, and this Agreement shall be interpreted and implemented in a manner which best fulfills Parties’ intended agreement. Those provisions which by their nature remain applicable after termination shall survive the termination of this Agreement for any reason. Seller may assign or novate its rights and obligations under the Agreement, in whole or in part, to any of its affiliates or may assign any of its accounts receivable under this Agreement to any party without Buyer’s consent, and the Buyer hereby agrees, by signing this Agreement, to such assignment and to execute any document that may be necessary to complete Seller’s assignment or novation. This Agreement shall not otherwise be assigned by either Party without the other Party’s prior written consent, and any assignment without such consent shall be void.
Seller may (i) manufacture and source the Equipment and any part thereof globally in the country or countries of its choosing; and (ii) may subcontract portions of the Services, so long as Seller remains responsible for such.
21. No Third Party Beneficiary. Except as specifically set forth in the article entitled "Limitations on Liability" and “No Nuclear Use”, this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement.
22. Entire Agreement. This Agreement embodies the entire agreement between Buyer and Seller and supersedes any previous documents, correspondence or agreements between them. No modification, amendment, revision, waiver, or other change shall be binding on either Party unless agreed in writing by the Party's authorized representative. Any oral or written representation, warranty, course of dealing, or trade usage not specified herein shall not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of the other Party not contained in this Agreement.
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 34 of 35 ZENON Environmental W-9
Veolia Confidential and Proprietary Information
Membrane Replacement & Upgrade Proposal for the Visalia WCP Proposal number 385225 – revision 3 – November 11, 2025 Page 35 of 35