HomeMy WebLinkAboutDocumentation_Regular_Tab 21_1/12/2023Agenda Item #21 0
Regular Council
STAFF MEMO W
-D
Meeting: Regular Council -Jan 12 2023
Staff Contact: Marjorie Craig, Utilities Director Department: Utilities
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Consider Renewal Agreement, Quote, and Requisition with Evoqua Water Technologies for Purchase
of 50% Hydrogen Peroxide and Odor Control System Corrosion Control Services
4RY: -M
The Village of Tequesta Utilities Department recommends approval of a renewal contract, Evoqua
Quote No. Q221212EH 1, and the accompanying purchase order requisition for $51 500 with Evoqua
Water Technologies, LLC (Evoqua), for 50% hydrogen peroxide (H2O2) and related corrosion control
services for the H2O2 water treatment odor control system.
Peroxide is used in the water treatment process to oxidize the concentrate discharge from the reverse
osmosis (RO) membranes to neutralize (oxidize) residual hydrogen sulfide. The source water from the
upper Floridan aquifer contains hydrogen sulfide and the concentrate from the RO plant is ultimately
discharged into the Jupiter Inlet. Hydrogen sulfide must be removed prior to discharge.
The Village will need approximately 105,000 pounds (Ibs) of H2O2 through the remainder of the fiscal
year. Evoqua is offering a unit pricing of $0.49/ lb of 50% peroxide, which is 3 cents higher than the
previous price of $0.46/ lb. This is a proprietary/ sole source purchase and includes the cost of corrosion
control services for this odor control system. It includes the lease of a bulk storage tank and the pump
skid equipment, and maintenance by Evoqua technicians, due to the nature of the chemical.
Please see the following budget breakdown for production treatment chemicals from the water fund
account 401-242-552.342:
Water Chemicals
Sodium hypochlorite
Hydrogen peroxide*
Caustic soda (sodium
hydroxide)
Antiscalant
Sulfuric acid
f
Anhydrous ammonia
Miscellaneous
chemicals
FY23
Budgeted
$65, 000
$87, 000
.........................................................._............................................................_............................................................_...................................
FY23 Projected/ Encumbered/ Current
� Paid/ +Projected This Request
Adjust Budget Invoices Remaining
$931750 $92,452.50 $0 $547.50
$87,000 $175452.80 $515500 $185047.20
$797000
$103, 500
$1031500.00
$0
$0
$207000
$203000
$21494. 00
$0
$177506. 00
$467000
$463000
$6, 659.48
$0
$397340.52
$97000
$9, 000
$2 7100. 50
$0
$61899.50
$27000
$2, 000
$35.96
$0
$17964.04
:
TOTAL $308,000 $361,250.00 $2243695.24 $51,500.00 $849304.76
:.......................................................................... ................
*this request (purchase of 50% hydrogen peroxide)
Page 375 of 396
Agenda Item #21 0
This document and any attachments may be reproduced upon request in an alternative format by
completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-
0443.
PROJECT NAME: Water BUDGET: $87,000 ENCUMBERED: $17,452.80
Chemicals Purchase (50%
hydrogen peroxide &corrosion
control services) with Evoqua
Proposed: Projected Remaining:
$517500 $187047.20
PROJECTED TOTAL: $87,000
Recommend approval of a renewal agreement with Evoqua for 50% hydrogen peroxide and related
corrosion control services for water treatment, the Evoqua quote for services, and a requisition for
$51 500, for the remainder of the fiscal year.
FY23 Evoqua hydperoxide VOT Services Agreement+Exhibit A
Page 376 of 396
Agenda Item #21 0
VILLAGE OF TEQUESTA
AGREEMENT FOR PURCHASE OF HYDROGEN PEROXIDE AND ODOR
CORROSION CONTROL SERVICES
THIS AGREEMENT FOR PURCHASE OF HYDROGEN PEROXIDE AND
ODOR CORROSION CONTROL SERVICE S is entered into and effective this day
of January, 2023 (the "EtTective Date"), by and between the VILLAGE OF TEQUESTA; a
Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469,
organized and existing in accordance with the laws of the State of Florida, hereinafter the
"Village"; and EVOQUA. WATER TECHNOLOGIES LLC, a Delaware limited liability company
authorized to do business in the State of Florida with local off ices located at 2650 Tallevast Road,
Sarasota, Florida 34243, hereinafter the "Contractor" and collectively with the Village, the
"Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
for the Village's purchase of 50% hydrogen peroxide and associated odor corrosion control
services on an as -needed basis for use at the Village's water Treatment .plant pursuant to all
applicable statutory, licensing, and Village code requirements. This Agreement is procured as a
"sole source' Contract pursuant to the Contractor's Sole Source proposal as Quote # Q221212EH 1,
which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". As
part of this Agreement, the Contractor shall include the following with the Village's purchase of
5 0 % hydrogen peroxide:
• 2,400-gallon single wall high density, cross -linked polyethylene bulk storage tank.
• Tank monitoring system that is linked to Evoqua's Link2site.com website.
• Stainless steel dosing system with diaphragm pumps.
• once per month preventative maintenance.
• Emergency service as required (technician is <2 hours away).
• Tank level monitoring for deliveries_
Page 1 of S
Page 377 of 396
Agenda ItemRI-irs to equipment are the responsibility of Evoqua.
2. CONIPENSA.TION: In consideration for the above Scope of Services, pricing
shall be pursuant to the prices provided In the quote; found 1n Exhibit "A" . The goods or services
requested shall be delivered/performed in a mangler and location, and time as acceptable to the
``Perform ance Date".
� .
3. T'ERM; TERMINATION; NOTICE: The term of this agreement shall be
January 1 ", 2023 through September 31 ", 2923 with an option for three (3} one year renewals
thereafter until and unless either party terminates this Agreement. This Agreement may be
terminated by either party upon 3 0 days written notice to the other party. Notice shall be considered
sufficient when sent by certified mail or hand -delivered to the Parties during regular business hours
at the following addresses:
Village
Contractor
Village of Tequesta
Evoqua Nk'ater Tectuiologles, LLC
345 Tequesta Drive
2650 Tallevast Road
Tequesta, FL 33469
Sarasota, FL 34243
Attn: Utilities Director
Attn : D av 1 d M o rano,
Sales Support Manager
4. CHANGE ORDERS: Seller 1s aware that price and time are of the essence in this
contract and that prompt and timely performance of all such obligations is strictly required. If
conditions change that would require an increase In price; scope, or time for performance Seller
niust notify the Village in Nvi-iting detailing the conditions that have changed and regUesting a
change order to the contract within 3 0 days prior to the performance date "Change Order
Deadline". Change orders submitted after the change order deadline Avill not be considered. Seller
shall not proceed with any change to its obligations under a change order request unless
documented in a Change Order executed by both Parties. If Seller requests a change order prior to
the change order deadline Village at its discretion may accept the change order as is or with
modifications. deny the change order, re -advertise and re -solicit providers for the regtllred goods
or services or terminate this contract. If the Village elects to re -advertise and re -solicit the need for
goods or services, the Village: will have 30 days "Solicitation Period" in which to accept the
Page of $ Page 378 of 396
Age odadMpftd2thange order or tezminate this contract. At any time after execution of this
Agreement bUt prior to Seller's delivery of the Goods, the Village reserves the right at its discretion
to change, modify, revise add, or remove any part of its order for the Goods as described by this
Agreement and any Exhibits, if applicable. If any such change to the Village's order causes an
increase or decrease in the cost of the Goods or causes a change In the time. required for delivery
of the Goods, the Village shall make an equitable adjustment in the contract price, the delivery
schedule, or both. Any change to the Village's order for the Goods and any subsequent equitable
adjustment to the terms of this Agrcement shall be effectuated through a VITitten Amendment to
this Agreement as executed by both parties pursuant to Section 15. of this Agreement.
5. INSURANCE: The Contractor shall provide proof of workman's compensation insurance
and liability insurance in such ainounts as deemed suficlent by the Village and shall name the
Village as an "additional insured" on the 11 abi l i ty p oilion of the insurance policy.
6, INDEMN1T'ICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Village, its agents, servants, and employees, from and against any claim,
del»a.nd, or cause of action of whatsoever kind or nature,, arising out of error, Omission, negligent
act, conduct, or misconduct of the Contractor., its agents., servants, or employees In the performance
of services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Village to be sued, nor as a waiver of sov-ereign immunity beyond
the waive- provided in Section 76 8.2 8, Florida Statutes.
7. PUBLIC ENTITIES CRIMES ACT: A_s provided in Sections 287.132-133,
Flor dci Slawes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors, and consultants who w it 1
per form hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months YnZmediately preceding
the date hereof. This notice is required by Section 287.133(3)(a), Floi- da Statutes.
8. INDEPENDENT CONTRACTOR:
It is specifically understood that the
Contractor Is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreern-ent is not a contract for employment and that no relationship
of employee -employer or principal -agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
Page 3 of 8 Page 379 of 396
Agenda Item #211-NSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm
Beach County Cade of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts, and other transactions, and
make reports and reco=endatiens to municipal governing bodies based on such audits. reviews,
or investigations. All parties doing business with the Village shall fully cooperate 'V rxth the
inspector general in the exercise of the inspector general's functions, authority, and power. The
inspector general has the power to take sworn statements, require the production of records and
to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and
lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste,
mismanagement, misconduct, acid abuses.
10. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
20215 the Contractor shall: (I.) register with and use the E-Verify System (E-VeriN.gov) to
electronically verity the emplownent elxgibxlity of all newly hired workers, and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its sub -consultants an affidavit
stating that the sub -consultant does not employ, contract with; or Subcontract with an Unauthorized
Alien, as that term is defined in Section 448.695(l )(k), Florida Slatutes, as may be amended. The
Contractor shall maintain a copy of any such affidavit from a sub -consultant for, at a minimum,
the duration of the subcontract and any extension thereof. This provision. shall not supersede any
Provision of this Agreement which requires a longer retention period. The Village shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
448.09(1), Florida Statutes, as may be amended. If the Contractor leas a goad faith belief that the
Contractor's subconsultant has knowingly violated Section 448.09(1'), Florid- a SIcautes, as ma,l be
amended., the Village shall notify the Contractor to terminate its contract with the sub -consultant
and the Contractor shall immediately terminate its contract with the sub -consultant. to the event
of such contract termination, the Contractor shall be liable for any additional costs incurred by the
Village as a result of the termination.
11. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
t'aCD 4 of Page 380 of 396
AgendA1Aqm_#ft5, Florida Statutes and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have subnalttcd
a false certification as provided under Section 2 8 7.135(5), Flo) -Ida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or If Contractor is engaged in a boycott of Israel. For Contracts over
$1 M5 the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities In the Iran Pctr o leLlm Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section. 215.4725, Florida
9atus. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 2 87.13 5,
Florida Statutes. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section 287.1.35(5),
Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created
pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this
Agreement at the Village's option if the Contractor- is engaged in a boycott of Israel or has been
engaged in business operations In Cuba or Syria, as defined its Section 287.13 . F'loyr0a Statutes.
12. ATTORNEY'S FEES:
In the event, a dispute arises concerning this Agreement,
the prevailing parer shall be awarded attorney's fees, including fees on appeal.
1.3. FORCE MAJEURE: The Contractor shall not be considered in default by reason
of any failure in performance under this Agreement if such failure arises out of causes reasonable
beyond the control of the Contractor or its subcontractors and without their fault or negligence.
Such causes include, but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
condltio11s.
14. CHOICE OF LANV; VENUE: This Agreement shall be governed and construed
In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
1"5. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Patties, and
Page 5 of Page 381 of 396
AgeQdftA0Me#2J as an addendum to this .Agreement_ The Contractor shall not transfer or assign the
provision of services called for in this Agi-eement without prior Written consent of the Village.
16. PUBLIC RECORDS: In accordance NvIth Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith alld
that are associated with the performance of the work described in the Scope of Services. Upon
request from the Village's custodian of public. records, the Contractor must provide the Village
with copies of requested records, or alloNv such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them
available for inspection or copying, within a reasonable time may be subject to attomey's fees and
costs pursuant to Section 119.0701, Florida ,51atutes, and other penalties under Section. 119.10,
Florida Statutes. Further; the Contractor shall ensure that any exempt or confidential records
associated with this Agreement or associated with the provision of services contemplated herein
are not disclosed except as authorized by laver for the duration of the Agreement ten-., and folio',-Nring
completion of the Agreen-eiit if the Contractor does not transfer the records to the Village. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor, or keep and maintain public records required by the
Village. If the Contractor transfers all public records to the Tillage upon completion of the
Agreement, the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored electronically must
be provided to the Village, upon request from the Village's custodian of public records, in a format
that is compatible with the Village's information technology sylstcros.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, PLEASE CONTACT THE. VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-068:59 OR AT
lmcwilfiamsnteguesta. , OR AT 345 TEQUESTA DRIVE, TEQUESTA5
Page 6 of 8 Page 382 of 396
Age%jOWro#k233469.
17, HEADINGS:
The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting, or enforcing this
Agreement.
18* SEVERABILII"Y: The invalidity or unen-forceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreemcnt shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
19. WAIVER: No waiver by the Village of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
consent to or approval of any act requiring the Village"s consent or approval of any act by the
Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to
or approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved,
20. ENTIRF AGREEMENL
This eight -page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agrcenlent unless such
Modification is in writing, agreed to by both parties, and attached hereto as an addendum to this
Agreement. In the event of a conflict between this and any other document, this document shall
prevail.
23, AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of
either Party individually warrants that he or she has the full legal power to execute this agreement
on behalf of the Pai-ty for whom he or she is signing and bind and obligate such party with respect
to all provisions contained in this agreement.
I N W1 T N E S S W H L RE 0 F , the parties hereto have executed this Agreement on the
date and year first above written.
Page 7 of 8
Page 383 of 396
Agenda Item #21 0
W I TN - - ----_
ATTEST:
IJori McWilliams) 11 MC
Village Clerk
EV4QUA WATER TECHNOLOGIES LLC
By: Thomas- R. Wilson.. I.E.
VP.&G.M.
(Corporate Seal)
VILLA.GE OF TEQUESTA
By. Molly, Young, Mayor
(Seal)
Page 8 of 8
Page 384 of 396
Agenda Item #21.
1EXHIBIT
evoQua
WATER TECHNOLOGIES
December 13, 2022
Nathan Litteral
Water Plant Superintendent
Village of Tequesta
Tequesta, FL 33469
Office: (561) 768-0493
Cell: (561) 262-1084
Email: nlitteral@tequesta.org
RE: 50% HYDROGEN PEROXIDE FSOC PRICING
VILLAGE OF TEQUESTA, FL
Evoqua Quote No. Q221212EH1
Dear Mr. Litteral:
Evoqua Water Technologies LLC would like to thank you for your business and continued interest in our
products and services.
Evoqua is currently your supplier for 50% hydrogen peroxide. Your new price for 50% hydrogen peroxide
will be $0.49 per pound delivered. This pricing will remain effective January 1, 2023 through December
315 2023. Any applicable taxes due are not included. As part of the contract, the following is included with
the purchase of 50% hydrogen peroxide:
Equipment:
2,400-gallon single wall high density, cross -linked polyethylene bulk storage tank
Tank monitoring system that is linked to Evoqua's Link2site.com website.
Stainless steel dosing system with diaphragm pumps
Service:
a Once per month preventative maintenance
a Emergency service as required (technician is <2 hours away)
a Tank level monitoring for deliveries
a All repairs to equipment are the responsibility of Evoqua
The attached Evoqua Terms and Conditions are considered part of this notice and shall prevail.
Evoqua appreciates your business and support and looks forward to continuing to provide you the quality
products, services and lowest cost solutions in odor and corrosion control. If you have any questions,
comments, or if I can be of service to you in any way, please contact me at (951) 326-7415 or via email at
eric.c.hansen@evoqua.com.
Sincerely,
Evoqua Water Technologies LLC
Eric Yfansen
Eric Hansen
Technical Sales Representative
2650 Tallevast Road Tel: +1 (800) 345-3982
Sarasota, FL 34243 USA Fax: +1 (941) 359-7985 www.evoqua.com
Page 1 of 3
Page 385 of 396
Agenda Item #21. E V00UA WATER TECJHN 0 LOGFE
Standard Terins
Appllca�)Ic Tcrliws-. Tb�ii2 lk�riim Ul-I I I hk� ]'11 Lru I i;7ixk� nric I X; I I k� C Ir' kAjLJipni"-.n1 I, products I � (s, Md media gootks
r e I. al e d S Zf k�:;� le;a &C d M.d U C
UF Cl.ny (col I ective-1-y licrcl ii " Work",i , Tcfci-rL%d to 'I n Sel ler' pmpo.s.Ll I ("Sell lcr's Documentallion"). Wh.dhcr thew Lein arc included in ani offer or an
0 .0
acceptarice by Sell Cr. such offer or ace-eptaiice is expressly conditio-ried on Buyer's msent to these terms- Seller rejects all additional or different terni.s.
L
In any ()f B1 LVk.T_ S I't iri ris or do Mini c ras-
2. IPAyllIV11111 I �Uy;_r Shd I p; i %. ScIll k.r I hC full 111 LIT 11; 1 st: pr liv ; I L; xk�t forth In Seller" s Docurvl U I ItA I I on. Unle�-scs Sel let" is Docunwntation Specifically
ides oilienk, I se- Crelghc. .torL In% I 1 -3 or I _;�L: iii,�% rees or other governn-Lemall chargo%� relating to
provi -t�;c. -,Lffdlh�C and all taxes h�. L:N- dUL,es tariffs, penis
Work or 9tiv IIIUTILM�1211% diL!mto shall be id h-, Raver. If Se 114 r I S YCLI i i I ru i I ic i I)NY any SUC-h ChafgCS, BUYLY NIE111 111117 Ickli Ately
Pall
11-C-11 I- W1 id xcmpt'oii I-CiMbUTSC S&ICT. If Bu�vr cl-Lilllllti 'Ll LELYL Or other cxcrnpitiom or di �_ r-%ivrnciil. IvTmit, it sh-Li I I pTo vide Scilcr with a valid G L I I C-allez OT
I)c rni I t Liiiii I adcnink Cy, el end and hold Sell ler harmless frojn .6JI L-6AL;2!,. cosks and Nnaki.c� L'irlM 1111 CIL11 of same- Al I payinents are due wit hiji 30days
::%
I I ;i r I u r rouclpi o I rnvoice% 11 ttyur -,h; i 11 bL~ charged the lower of' A% interesst -PeT r1i 1 )7 111 '1 or iliL� inaximum legal m-te. on all amounts not MTtiv-ed b
4uc date and shall pay all of Scllcr%s reasonabic costs 011CILIdinn altorncy-a% fecs) of collc-,Alnarnounts duc but unpaid. All ordcrs are sub cnct to
.%F,2d, k) r i c t ej i app ro va I sh a.1 1110 L be Li L! C p Le d-
it approval by &elleL Back charges %%rithoul. Seller s pri %.
3. QeliveU, Dslivery of thQ Work Shia ll N� in material wmplliance vaith the 3�hedule in Sefler':s Docurnerktatiuln U niess Selisr's
Docume ntation provides otherwise, de I ivery terms a re Ex or Se I ler9s factory (I nicoterms 2010). Title to all I Work shall I pass u porgy recei pt
of payment for the Work u nde r the mspRcti ve i n voipco. U n1loss oth eirwise ag reed to i n writing by SellleF, Shipp i ng dates are a pproximate only
-
ind Seller shall not I�Q IliabIQ for any Inss nr expen 5t! (wnsi�.quential or other wil5e) incurred by Bur or Buye 'a wstomer if Seller faits to
meet the s-p ec if i ed del i very s-chedu le.
4. 0-typership of Materials and hicenses, All devicQs, ds�igrls (includin-9 drawings, plans and specifirations ), estimate-s, priQe
notes, electronic data. software and oth-ls-r do-Cuments or information prepared or disclosed by Z]eIller, and all related intellectual property
rights. shall remain Seller's property. Seller grants Buyer a non-exclusive, non -transferable license to use any suldh material solely for
Buyer's u3e of the Work. Suy�r -shall nDt dlwlo5e any such matefiall to third partlle,;s without Sofer's prior written oanz;�nt Buyer gmnt.s
Seller a non-exclusive, non -transferable license to use Buyers name and logo for marketing purposes, iirlclludlln; but not limited to. press
re lea sos, ma rketi ng and prom oti onall materja I s a nd web site content
5, Ckangies Neither pany shiall linlip-I cineii l: any Chang c. In the scopc of Work dcscrL'bcdln Sell is Docuni-Cili'Lim5ii ivithow a mutually e0L!rCk.-d
upon change order- Any change to t 1w scope or ffit2 Work, del ivery schedule for the Work, any Force Majeure hvL iiL- {,Lji ale., rep I cition, orde I-,
co&, stan&rd or reqolrC1T)QT1t Which rc--qoires any change herm, der shall e.ntitle Seller to an eqUi(abIC add U�LElIU1kL '[I 1[kl PfiCL� Alit[ 11131C fjt'
pc-rfbrmL9ncc.
;6. Fore t Maicurc Event Nc3'thc-T Buyer nor ScIllcr shall have any liability for any brca-ch or delay (except for breach of pa)nmcnt
i)b 1, ofior iS) IC aU M L IX (6) Lin h a%. c th lent JeXc"& q S %
:5) M dLjrUtj( Sellcr ,haj
I _S4, -c i� N.1 e un Ev mt I f :5 Fore eure Ev nthS n, I h.0 e ri ht to
Lerminatc the Agrixuic-n t withoia habi I I ty+ upon. fiftecri ( 15) dkvs vorrificni -noficu to Buyer, and shall bc rntl'ticd to payment for work performcd pnior
C
I o the date, of LL�rrri rianion- "Force Ma'eun Evert" eventsshal I mun events or ircuinstanc-es that are beyond thit aMcted pit control and could not
rcasoimbly havc bicen casily av-oidcd or ovcr-coirric by the affedcd, party and arcill-ot substanfially attributable to the other party. Fore Ma dire Event
may include, but is not limited to, fli-e following CircurnsUnces. or events: war,, act of foreign enemies, it-eiTonsin, riot, strike, or lockout by per.sons
0111 or flian by SO ler or its S ub-slippliers, naural caukwopbpes or (with re fit to on -site work), unusual weathwr candid cm.
I to ese-
Wa rran q., Subject to fl u� following Seller wamrits to Buyer that the (i) Work shall I mawr ally c -onf onn dw d ription in,
Seller's Dociimental lon and wfi'Lflll bc free from defects In material and work"nship and (n) the Serviocs. shall be performed in a timely ard
workmanlike milanc r. Detin-inliaLition or suitability of treated water for any use by Buyer shal I be the sol e and exclusive responsibility of Buyer. 'Me
fL)rC90i ng W0rMI1tY shall not ;RPPI'V TO any Work that is spmi fief or odwrwlls� d-cmanded 1hy Ul.;J11:1 I,, Eliot manufocture-d or scllctcd by Sel lu. as to
which (1) Seller hereby assigns. Lo Buyer, to the exteiv assignable, any wwranties Luade to Seller -iiiii ('Lli) Seller shall luxe no oflier kabdfly to. Buyer
y COM"Ujl�_; ffik�Mf -r of (i) 6LOUXrl. (I K)
Urid-.-r ivarr,,i-nty, tort or any odicr legal theory . The Seller wamnts Ow Work, or an r cal.K.
riont Il 5 from 4ellycry of the Work or (11) twelve ( 12) months from -initial operation of the Work or n I ii L-ty (90) d,-LiYN from the pci-Fon-nancc of scTVICCS
I 11L. �Varvaiu �- Period")_ If Buyer gives Sell -or prompt written notice of brea-ch of this warranty with 1 n the Warraniv Period., Seller sliall, at Its sole
md {LS Buyas sole and CXLC'U:S'Ve rco-wdy, mp; i Ir or Nplace the subjmt parts.. re-Ni-form i b c S9 c rvic c orWj.'j)nd the PkLrCh�lk4 pricer Unless
Ot 11 CVVisc Ei grccd to in writing. by Scl 1cr. (-L) BiLycr sli id I' hk� n 'blc for any labor rc quire t ,fain % "Sl quire o access lo the Work so that Seller c an amass the
a I [able reniedie I I installation I I i.a is and (ii) Buyer Ala 11 be responsible for al I i�ost% of nstalliat on of repLiired or replied Work. I f Sol I c I- Li that any claimed
bwaich Is not, in &4 covk�rcd by this WxTantyli 13 11 vL!7-r shal I pay Seller its the c:ostoi i iary char for any ropair 03' [Uplacenwrit loa& by Seller,
Seller's warranty is conditioned on Raver's (a) op;i.Llt Ill Qr 'Md maintaining the Work I ii accordlaiice with Sc I I 1.,r's instruct 1 ons, (b) not making any
r
unauthorized rcriilrLi or alterations,, and (0 not belm! ir. ol'any paynwnt obligation to Sclk�. Scllcr-�. warranty doics not cover (1) damage
causod by chemical action or abra-5iVC I'llatUilil- or illipl-LIPCI. inistallation. (unless installed by Scher) and (i 1) media goods (such as, but DOI
Ifilnited � resin, membranes, or granular anti %Liled. -L%�irboll inc-dia) once media goods. are installed- THE WARRANTIES SET FORTH IN THIS
S9 F- 7 ARE THE SULE-R'S SOLE AN D EXCI - I j Ls I VI: NTIES AND ARE SUMECT TO T11F LIN11TATION OF LIABILITY
CT I QN V A RRA
PROVISION BELOW. SELLER MAKES NO OTHER WARRAN'FIES OF ANY KIND, EXPRESS OR IPYIPLIED, INCLUDING WITHOUT
L I M ITATION,, ANY WARRANTY OF M ERCHANTABIL11 Y ( W FITN ES S FOR Pt JRPOSE-
9. 1 ad em nits. Scher shall Indern-nify, defcrid Find hold Buyer h8rnlilcss from my C k aini. c;iii tiQ o r ,ic 1: 1 on PT 1 [,q:bll Ity inciiTred by BiivcT- as a
re pa u1i of rty claims for pt~rsonal 1 rij ory, &alh or dama L� to tangi bll� VTope-rty, to tfio CA I I SLAT t�V SQ I I-U-, I I U '11.1111 UTI CC. SCI 1 eT -_', Ila] I hOV-C 0W
,9 -.s
sole authority to dir-cet the defense of and settle any Indenini ficd 0 Ni rn. Sell-ur's indemnificationi is it-o ii dlitioncd011 BLIVU I'Ll I t! R1 1 -1 plly. W'i t h 1 n that
Warranty llerio� notifying Se Iler or any c lai m, and (b) providing rersonable cooperation i ii t lie defense of any clairn-
0 r
(May 2015"1
Page 386 of 396
Agenda Item #21.
9- Ass-lannwint. Neither party my assigil this Ag reoincilt, in whole. or ]R part, nor anv Rglits or obligations 1wreunder without the prior
written consent of the other pwy,, provided. bowev-cr. thl� 1_Sd1L:_-v May assign its right$ and otpligmi.Llng thn&f the t�•rMS to Its affil liateS or In
connection with the salc or transfer of the Sellers buSinc-lis and Sdlcr may grant a security interest In the ..AL.Vrccmcnt a:nNor assign procecds of the
agreemIent without Buyer's cons t,
10- Termination. Eichcr [IJI may Lerminate this agreenw.rit, upon Issuance of a written notice aC breach and a ch irty (3 0) day cure period, for
I brwOi (I rx'I udi ng 1) - i i 1- t 11 limll :.-c I io, filing of bankru.ptq. (W i.:Ll 1 Urj� to ftil fil I thL 0 rnaled Q I obl igat ons ot'i f Buyer suspends
an order wilhout a -c hange order for n I nety (90) or rnorc days.. Seller iinay thereafter term inaic this Agi-cemcnit WILIK)ut 11 a [-�i I i ty. ii pon fificen ( 15) days
i b., ,,
written ii-oti ce to Buyer, and -shall entitled to payment for work performed, whether delivered or undellif-ered, prior Lo the daw of termination-
11. Dispute Resolution. Seller and Buyer shal I ncgotliatc 1 n good faith to resolve any dispute relating hcrcto. If, desp I -. c, L, ood faith cfforts., the
parties are, onable to resolve. a dispute or C laim ari-sing out of or rel ating to this Agvemmt or 'Its breal.:k te.Miniation, e1 i'm C L! I I IC I I I . i nterpretation or
vallidily, the panics will first suck to agrcc on a forum for mediation 10 be held in a mutually agi-ceahlo site. 'if the pJr-.' JC6' '[re til 1,61C to resol'Ve the
1 r
dispute through mediationf, then any J-
n1spate, claim or controversy arLSIFIS out of or relating to Lfiii; Agreement or the bf...�l.'h., ter minat'1011,
enfbrcemryt,, inierpretauon Or Vkd'1J11V 1 htrf.%rof. ineluding tho cL-icnimiatiork of 111e scopl� or applicaliflily of this agree flew to shad be
dctcrrw-ikA by arbitration In Pittsbtirgh.. PLmnsylvania bcFow tlirc,alb :irators who arc lawyers -,_,xper1-,.,ii-,Xd in the disci Ill 111 c that I s i I je 4i1 [,)'eci of the
dispute wed shall be J'Olnt[%L �e I ected by Se [Jer and Buyer- 111;2 :,.C:l I L'ill I on shall be achalinistcj%d 1) JA � I S pum, kianL to 'L[,-,, ( '0171t) I-,: h �nsivc Arbill-UL I on
Ru,IQ-% Hild Procccdvre%s, 1 i Arblllnlor, S11;111 IXXLJ� a reae.(111L•d dk;:H,1011 ()(.R Majority Of the QfbitrittL)IN. %% 111L:11 S111,1111 bU 111C CILA A�,_ra-n Of the panel.
rIV
Judgment nIL _ be untcrcd upon the arbiti-ators' d-oc Moil in any coo rt of conipctcrIt Jurisdiction. The suunitlially prc vat 1111 %i pJ r-, determined by
the arbitrators -0,w1l be reimbursed by ilw ollwr party for ali costs, expenses and charges,, 11111�lkl.�J1flg Wlth�Ut lifflikilion .111orne-ys" fees,
EnCUTrcd by the pwvailing party in connection -with the arbitration. For any order shipped outsidc of thLUnited Skaws, any- di-sputc shall bc=f=dto
and t"j-na[Jy determined by the International Center for J)iSPLItE Re!_E.'Olution in accordance with the provisions of its[jiternaLILAIal ArbitTation Rule
enforceable under the Nm York Convention (Convciiiion mi C-w Recognition -i-nd Eiii'ruivommt of Foreign Arl-pin-:yl Av%-Ardq) a; -id the govmIng
language shall bc English.
12, Export CompMance. Buyer acknowlcdgeth LL e I I c r 1- IVLJ I I I I C 1 i) c or 11 I it I I b -ip. pl i cab le export la wss and reguMons relating to tW
salc, cxportation, transfer, asisigmeni, disposal aid usaUc of the %Vorh- I'V01' I 6CJ L7111 J CT 0ils Agrecnicnl, Including any export licm-mc requircmenis.
Buyer agrees that atch Work shall not all any time directly or ,11 c_'i ly be used, cx poc .%,d, sold. transferred, aothssigned or erwise disposed or in a
manner -which will remelt in non-comp'l isneewith such ap 1.10 .Q 1.11 J I I OnS. 1.0 I , pli ab I c %� pori I aws and I- , It shal I bc a. condit' n of the contintung performance
by Seller of Its obligations here -under that compliance. with such -export laws and, regi-dations be maintained at all times- BUYER AGREES TO
INDEVINICE' AND HOLD &ELLER I IARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES
RELATFD TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.
I I LIN-11TATIQN ULUABILITY, NOTWITHSTANDING ANYTBING ELSE, TO TRE CONTRARY, SELLER SHALL NOT BE
LIABLE FOR ANY CON SEQUENTIAL, INCIDENTAL. SPECIAL, PUNMVIE OR OTHER INDIRECT DAMAGFS, AND SELLER'S TOTAL
LIABI L ITY ARISING AT ANY TI M E FROMTH E SALE OR USE OF THE WORK,, INCLUDI NOWITHOUT LJ 10 ITATION ANY LIABILITY
FOR ALL %VARRANTY CLAIMS OR FOR ANY BREACH OR FAILURE TO PERFORM A \ Y OBLIGATION UNDER THE CONTRACT,
SHALL N(JJ EX(T 1-J) YHE PURCHASE PRICE PAID FOR THE WORK- THESE LIN11TA' I IONS APPLY WHET1 JER TJ IF LIABILITY '19
BASED ON ('()NTRA(,7, 'VORT, STRIC7 LIABILITY OR ANY OTI I E R T1, IEORY -
14- Rental Equi P nie tit it Servi ces. Any leased or rented equipinent ("Leased EqLdpnie ii.F) proN I ded h % Siell-er chat] Lit a] I times be the property
of Seller with the eXCeptiOl L of ck�riall I I I I INC U I Uno )LJ%, 131%,l Atlation materials purchasLA by the Bu %'Qr, -ii iil i i i) ri - I i I or fir t i y I i i Lk�rcst i.% traTi seer to
the Buyer, except the right to use an v sue 11 Ixas�cd 1:q ti ipinent as provided liercin, Biiycr agrces that I t � 11 a I' ii tit pledr, lend., or creatc- a scxkirit)f
171.8 -
11 r r Lo ni ainc.:1'a i lip 1-eased Equ i pnient i n good and
W1 th PD& SeSS oil . or C 'i-LA I:qLl.' -r shall be respons interesl 311., pa I _ k)r J..jL)L!,a(.2 [)C 1_ &I - ipment- Buye I 1 11
efficient working ordCL At the cii.tl of the initial icrin spcotip d In the order., t1w ternis shall alitOMNI'ML111V T,-WIV i-OT 111C 'identical period unless
canceled ill writing by Buye.i- or Selli-x not sooner than 01rce (3) mondLi nor later than one ( 1) nionfli Croon c;mmhiatim ofthe initial order or any
renewal tLr n ns. I_Jpon any rQrw%% ;il, Su I ler Ji -.111 have t1w vi 1 1 3 - L. I
ighl to i,%sw notic-c of iricrt�wud Elvicing whi0i ;Ii;ill be� '16(v ;iiky renewed terms
un1css Buyer objects In VhTitirig voithirk 15) days of issuanec of said Tkoil-cc- If B qvc-T tin CIY C811-C&S S12TVILT In writing prior to the lmd of the
ini6al or any r-on-ewal tenon OP., shall not re I L;% C 13 LI V-01' Of '019 obligaLioll 3 and -or the order for the mowhly rents I service -c harge dw which shall continue to
bbeandowing. Upon fliQ k�xpir;]13DII Or [LI0 T113IM11.011 '111is Agrk�!.!IIWIII. MrMjl�, S11;I'll Ilptly 4� �,ny LC�,aso4 E-
quipment availabl� to ScIler for
removal. Buyer hereby agrcc.N tli-LiL It di -all ulniiit Si.,llcr mxss to ihc LeLised 1-qi.:1piijent 10-cation and shall permit ScIlertotale possessicc of and
rerno-ve the Leased Equipment without resort io Jogal process and hereby relea�;%; Seller from any claim or right of action fir trespass or damages
caused by reason of such entry and remova 1.
L UM ;�LkW ;i tfio 5 en15 IS, L iAer, com IIL'.IL! wid L!\C11L I M ise L-1 fancou TheN-k~ terms, together with any Coorract Doe or b�r dR fijl.� 1C(111)
gned P I
G LLAg, cerrici-it) and supers MS eon LrI-ned 1 n Buyer's docturients, LI 'WINIT-k- Ch" S'Ll I'VJ
5LMenIn1 ot the agrccnicii i hci -,vemi 111 c- sties the dc any ter I �. - I - I- fig OT by Noj�arl ot7the Auil-,%o,_,I�mt ma'L, [);� ulwa.L�edor canoolled except by a written docui.inejit squiactl by SclLr Lffld ski Lkldi'
pi,�ribnawu,L�, umge of tr,�iiiu OF J".11111,11! 10 L�111'01X:u ;Illy te�,rm 11L� lisiA to modify t1w Agrcf.�rncnt. To the- L!\iL�n-� Of , .- Air-;u.L-r,iiuiii u,, �;onsid=d a
subcontrad Undur Buvcr'� prime l-'(1111met Willi iiii J�xlicy of the UlliLoi Statc-5 SoVG=Cnt, in ease of Federal Acquisitloil Rcgiilauiom (FARs) flow
r Fr I I I - ji a] I down. tern -Is., Seller will be in COMPhance with St.:i-mon -44-401 of di,.e FAR relating to conune , al iteTm and those addiiitj clatises as specifically
S ' 2014), If any of these! terms is um SM 11 ic:i-rri -,h; i 11 he I ImIrA Drib` t the.
listemll In 52,244-6 L L5f1jb1COnttNts 6)r Comm L= gal fisums (OC7. t�, n o
r,
extent nec&h,%saiy to make1 enforceable., and all ode -r Lc rn-is shall remain in full force and effect. The Agrccinem shall be go ;mi,.?d by ;he laws of the
Comnwnweal th -of Pennsylvania with -out mgrrord 14 5 11 � ;.ontlict of laws provisions. Both Buyer and Seller rejeci 111 u ;jpplicahl I its` of dw United Nations
Convention on Contracts for the internal lo-riNI s-LiILLL. of goods to the relationship bctwccn the panics aild to all ir-LinsacLiens arising from said
relationship.
(May 20151
Page 387 of 396