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Veolia WTS Systems USA; 2023-06-06;
1 AGREEMENT FOR DEIONIZED WATER TANK DELVIERY SERVICES VEOLIA WTS SYSTEMS USA, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Veolia WTS Systems USA, a corporation, ("Contractor"). RECITALS A. City requires the professional services of a company that is experienced in deionized water tank delivery services. B. Contractor has the necessary experience in providing professional services and advice related to deionized water tanks. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two years from the date first above written. The City Manager may amend the Agreement to extend it for two additional two year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty thousand dollars ($20,000) per Agreement year. Payment shall be as provided in Exhibit “A”. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty thousand dollars ($20,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 June 6th 23 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 3 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, in the amount of $5,000,000, with a general aggregate of $4,000,000. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage and $5,000,000 in the aggregate. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Reserved. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be included as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance and endorsements. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 4 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Reserved. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Eric Evonsion Name Mike Cone Title Battalion Fire Chief Title Commercial Engineering Leader Department Fire Address 5900 Silver Creek Valley Road City of Carlsbad San Jose, CA 95138 Address 2560 Orion Way Phone No. 215-355-3300 Carlsbad, CA 92010 Email Mike.Cone@veolia.com Phone No. 760-339-2141 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 □ 5 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has thirty (30) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 6 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. // // // // DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) MICHAEL CALDERWOOD Fire Chief Edana Essa, Contract Manager (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 EXHIBIT A Page 1 of 17 Table of Contents 1. Technical & Engineering Details ....................................................................................................... 2 1.1 Basis of Design 2 1.2 Influent Water Quality 2 1.3 Influent Water Flow Data 2 1.4 Product Water Quality and Flow Data 2 1.5 Influent Water Variability 2 1.6 Operational Basis 3 1.7 Equipment Availability 3 2. Customer scope of supply ................................................................................................................. 5 2.1 Safety and environmental 5 2.2 Jobsite and installation review 5 2.3 Start-up and commissioning 6 2.4 Facility management 6 3. Commercial offer ................................................................................................................................. 8 3.1 Pricing table 8 3.2 Field service coverage 8 3.3 Reserved 8 3.4 Invoicing and payment terms 8 3.5 Pricing notes 9 3.6 Reserved. 9 Appendix A. Acceptance .................................................................................................................... 10 A.1 How to place an order 10 4. Invoicing and remittance .................................................................................................................. 11 4.1 Remittance of payments 11 4.2 Future purchase orders 11 Appendix B. Conditions of contract and warranties ....................................................................... 12 DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 2 of 17 1. Veolia Scope of Supply: Technical & Engineering Details 1.1 Basis of Design This proposal is offered based on the following water design values from City Surface to be used for Home & Light Commercial. 1.2 Influent Water Quality The design solution proposed is based on the values below. All values are as mg/l as ion unless otherwise stated. Total Dissolved Solids (TDS) 521 Source of Test and Date On Site, N/R Feed Water Source City Surface Notes: 1. N/R = data for this parameter has not been reported, and will be assumed to be 0 (zero) 2. Parameters marked with an asterisk have been assumed. Please confirm these values. 3. BTEX = benzene, toluene, ethyl benzene, and xylene. 1.3 Influent Water Flow Data Flow rate, pressure and temperature required at inlet to the equipment. 30-60 psi at 3-8 gpm from City water source. * Pressure must be measured under flowing conditions at the inlet to the Veolia equipment. 1.4 Product Water Quality and Flow Data The following performance parameters are expected upon equipment start-up, based on the data listed in the influent quality table and design sections above. Total Dissolved Solids (TDS), ppm <5 or 200k ohms from QC light 1.5 Influent Water Variability In the event that the influent water exceeds the specifications used in engineering this proposal or the water source changes, the ability of the water treatment system to produce the designed treated water quality and/or quantity may be impaired. If influent water is provided to the system, which does not meet the specifications shown above, and the equipment therefore does not meet the listed product water characteristics, the total value of the contract shall be paid in full as described in this proposal. Veolia shall endeavor to restore the full product water quality as soon as possible after the influent conditions have been restored. Any additional costs incurred by Veolia resulting from a change in influent conditions, including, but not limited to any repair and replacement of damaged equipment and any additional costs incurred, shall be fully reimbursed to Veolia. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 3 of 17 1.6 Operational Basis Hours per day of operation 20 Days per year of operation 355 Down time for routine maintenance such as membrane cleaning, cartridge filter change outs, and pump maintenance must be allowed. All planned maintenance outages will be discussed with the site. They will be scheduled to have minimal impact on site requirements. 1.7 Equipment Availability Veolia requires a two (2) week period notice from a technically and commercially clean order acceptance in order to prepare the equipment proposed in the Veolia Scope of Supply section prior to dispatching it to the Customer site. We will however endeavor to expedite this. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 4 of 17 1.7.1 SDI Columns Model MB Column - 3.6 cf Part Number Application / Media Type Mixed Bed DI Design Data Minimum Flow 2 gpm Peak Flow 15 gpm Minimum Pressure Drop 4 psi Peak Pressure Drop 15 psi Operating Temperature 34-120 F Minimum Inlet Pressure 15-100 psi Materials of Construction Tank Exterior FRP Tank Interior Thermoplastic Installation and Utility Requirements Vessel Dimensions (HxD) 14" dia x 54" H Service Inlet Connection 1" twist lock Service Outlet Connection 1" twist lock Shipping Weight Estimate 250 lbs Operating Weight Estimate 400 lbs Features Included ❑ Easy portability - hand cart ❑ Highly Versatile ❑ Compact DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 5 of 17 2. Customer scope of supply All delivery or services not specified in the Veolia Scope of Supply are included in the Customer Scope of Supply. 2.1 Safety and environmental ❑ First aid and emergency medical response ❑ Eyewash and safety showers in the water treatment area ❑ Chemical spill response ❑ Security and fire protection systems per local codes ❑ Environmental use and discharge permits for all chemicals/waste water streams at the customer facility either listed in this document or proposed for use at a later date ❑ Any special permits required for Veolia or Customer 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 Veolia System ❑ The Customer will identify and inform Veolia personnel of any hazards present in the workplace that could impact the delivery of Veolia’s scope of supply and agrees to work with Veolia to remove, monitor, and control the hazards to a practical level. ❑ The Customer will provide training to Veolia’s personnel on all relevant and standard company operating procedures and practices for performing work on site. Such training programs may include, but are not limited to, general environmental health and safety (EHS), HAZOP, fire protection, drug testing, incident notice, site conduct, standard first aid, chemical receiving, electrical safety, etc. Customer will provide a certificate of training for Veolia personnel. This program will be fully documented, training materials will be provided, and attendance list will be kept. 2.2 Jobsite and installation review ❑ Review of Veolia supplied equipment drawings and specifications ❑ Overall plant design, detail drawings of all termination points where Veolia equipment or materials tie into equipment or materials supplied by others ❑ All easements, licenses and permits required by governmental or regulatory authorities in connection with the supply, erection and operation of the system ❑ All applicable civil design and works, including any building, site preparation, grading, excavations, foundations, and trenches and accessories ❑ All electrical labor and supplies leading up to jobsite, including fittings, conduit, supports, cable trays, wire and hardware, and air conditioned panels as required for installation and ongoing operations ❑ All labor and supplies leading up to jobsite including fittings, conduit, supports, cable trays, wire and hardware required to appropriately ground / earth the equipment as required for installation and ongoing operations ❑ All mechanical labor and supplies leading up to the jobsite including interconnecting piping, heat tracing (if required), fittings, conduit, pipe supports, and hardware as required for installation and ongoing operations ❑ All instrumentation and automatic pneumatic valves including, but not limited to, air / sample line tubing, fittings, conduit, supports, isolating valves leading up to jobsite and between Veolia- supplied skids and hardware as required for installation and ongoing operations DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 6 of 17 ❑ Loading, unloading and transportation of the equipment and materials required for Veolia to perform the duties outlined in the Veolia Scope of Supply to the jobsite and/or warehouse ❑ All access structures (scaffolding) and mechanical lifting equipment (cranes, forklifts, and scissor lifts) ❑ Providing a suitable site/shelter for the placement of the proposed equipment, either inside appropriate housing, or outdoors. Note: electrical equipment, including the PLC, may require air- conditioned rooms to prevent overheating of sensitive electronic equipment, depending on climatic conditions. ❑ Receiving, off-loading, logging, and storing all chemicals and materials in accordance with Manufacturer’s recommendation that are shipped to the site ❑ Compressed, oil and grease free instrument air for pneumatic valves and instruments ❑ Equipment anchor bolts if required. ❑ Telephone / fax / modem access for Veolia staff while on site if required. ❑ Laboratory services, operating and maintenance personnel during equipment check out, start-up and operation if required. 2.3 Start-up and commissioning ❑ Verification of removal of all residual debris from construction ❑ Supply raw materials, chemicals and utilities during start-up and operation ❑ Telephone / fax / modem access for Veolia staff while on site if required. ❑ Laboratory services, operating and maintenance personnel during equipment checkout, start-up and operation 2.4 Facility management ❑ A suitably paved installation location for the equipment and services contemplated herein. The installation area shall be made clear and ready for placement of equipment and service assets. Space shall be of adequate size and structurally capable of supporting the equipment and proposed services. ❑ A potable feedwater source (with appropriate backflow prevention) capable of delivering the required feed flow and pressure as listed in section 1. The maximum feedwater silt density index shall be such that the cartridge filter effluent SDI value is less than 3.0 at all times. ❑ A drain capable of receiving the normal system rinse-up and/or reject flows, with little or no backpressure during these operations. ❑ Warehouse storage space and facilities, as are available at the site, and are reasonably appropriate to store parts, consumables, tools, etc. in accordance with manufacturers’ recommendations. Such warehouse storage space will be a segregated area, secured and protected from adverse climate as may be reasonably required. Customer will be responsible for risk of loss of “Veolia’s parts while in storage at the site. Customer will maintain Veolia’s parts stored at the site free and clear of any and all liens of Customer and Customer’s lenders, bondholders, contractors, and other creditors of any nature. ❑ All site utilities such as instrument quality air, potable water, and power required for operation of the proposed equipment included in this scope of supply. ❑ Adequate drainage and containment to prevent any damage to surrounding equipment and/or structures. ❑ Protection of all Veolia owned equipment from any theft, tampering, or damage by natural elements (i.e., fire, rain, wind, dust, freezing, etc.) or manmade causes at all times that equipment is on-site. This protection shall be provided through the later date of Veolia warranty or service contract expiration. ❑ Free access and egress of the facility for all authorized work for Veolia staff DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 7 of 17 ❑ Workshop facilities with standard workshop tools and equipment, as is reasonably appropriate, that are necessary to meet the repair and maintenance requirements of the system. Such equipment includes, but is not limited to, benches, vices, drill press, electric saws, hand tools, power tools, pneumatic tools, etc. ❑ All access structures (scaffolding) and mechanical lifting equipment (cranes, forklifts, and scissor lifts) ❑ Adequate illumination and emergency lighting for all areas in which Veolia staff will be executing the scope of supply ❑ Equipment for movement of chemical drums, totes, and resin, as is reasonable DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 8 of 17 3. Commercial offer 3.1 Pricing table Pricing for the proposed equipment, consumables, and / or services is summarized in the table below. All pricing is based on the operating conditions and influent water analysis that are detailed in the Technical & Engineering Details section of this proposal. Tank Rental (Billed Quarterly 3 months x $17.00 = $51) In advance Qty Description Part # Price Units Extended 1 SDI Column (MB Column - 3.6 cf.) BMS1001142 $17.00 per month $17.00 Tank Exchange Charge(s) Billed upon Delivery and exchanges) 1 SDI Column (MB Column - 3.6 cf.) 30000119 $125.00 each $125.00 Field Service (for emergency or non-scheduled service requests) Standard (ST) M-F, 7:30A-3:30P $134.00 Overtime (OT) M-F, 3:30P-7:30A, Saturdays $202.00 Double Time (DT) Sundays, Holidays, or after 8 hrs ST plus 4 hrs OT $273.00 Freight DDP - freight charges included in exchange or service price. 3.2 Field service coverage The Field Service Representative(s) (FSR) will work on site in accordance with local working time regulations. The FSR will manage their time such that they can respond to required callouts within their allowable working time. If however they are unable to complete all the required tasks within the allocated time then additional FSR cover may be required at a cost to Carlsbad Fire Dept. 3.3 Reserved 3.4 Invoicing and payment terms Payment terms are net 30 days from date of invoice. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 9 of 17 3.5 Pricing notes ❑ All prices quoted are in USD. ❑ The customer will pay all applicable local, state, provincial, or federal taxes and duties. ❑ The equipment delivery date, start date, and date of commencement of operations are to be negotiated. ❑ This proposal supersedes all previous proposals and correspondence. ❑ No credit for partially used or unused units. Exclusive of equipment service, FSR, and freight charges. ❑ Field service rate provided is the standard labor rate for emergency or same-day service requests. Additional charges will apply for overtime, Sundays, and holidays. 3.6 Reserved DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 10 of 17 Appendix A. Acceptance A.1 How to place an order To ensure accurate and prompt order entry, product delivery, billing and accounts receivable processing, please ensure your Purchase Order contains the following information: 1. Legal Entity: Please identify VEOLIA WTS Services USA, Inc. as the ‘Seller’ on any Purchase Order(s). 2. Submit: Veolia requires a hard copy of the PO with full customer and order details – by postal mail, e-mail, or fax. Communicate your PO to our central order processing department at: E-Mail: steven.flores@veolia.com Postal Mail: VEOLIA WTS Services USA, Inc. 5900 Silver Creek Valley Road San Jose, CA 95138-1009 USA 3. Details: Ensure your Purchase Order contains the following information: a. Proposal Number: Please reference the Proposal #032323SF, dated 03/23/2023, version 1 in any purchase orders. b. Quantity with units of measure (UOM) needs to be stated for each item listed in the PO. c. Unit Price and / or Total Price need to be stated alongside the information so that the Purchase Order can be cross checked against any proposal detail. d. Delivery Location (Ship-to Address): Please clearly define the delivery location. e. Delivery Date: Please include your requested delivery date in your PO. Upon receipt of the PO the requested delivery date will be reviewed, if that date is achievable based upon current factory loading it will be confirmed back to you via the confirmation information indicated on your PO, if the requested delivery date is not achievable a representative will contact you to discuss how to proceed. If a delivery date is not included in your PO the next available production capacity will be utilized and confirmed back to you. Legal Entity: VEOLIA WTS Services USA, Inc. 5900 Silver Creek Valley Road San Jose, CA 95138-1009 USA DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 11 of 17 4. Invoicing and remittance 4.1 Remittance of payments In an effort to continuously serve you better, Veolia would like to request your assistance for the following. Checks – please include all remittance details for payment, including invoice numbers and amounts, to the following lockbox: Veolia WTS Services USA, Inc. P.O. Box 742132 Los Angeles, CA 90074-2132 EFT – please send all remittance details for payments, including invoice numbers and amounts, to vtc.vwts.remit-nam.all@veolia.com and include customer name and remit to total in the email subject line. Additionally, please inform us at vtc.vwts.csc-sdi-contracts.all.groups@veolia.com for any of the following important changes: • Name, address, or contact information changes for your business • Tax status changes, along with any relevant supporting forms • Changes to how invoices are received, including location, method, and instructions SUEZ Water Technologies & Solutions is now part of Veolia. This change will not impact your contract or the team supporting your business. We will be changing our legal entity name, but this will not change in any way the tax identification number, or our banking information. The detail of changes to the legal entity name will be communicated separately. 4.2 Future purchase orders Please do not change payment terms on any future purchase orders. Please reflect the payment terms outlined in the contact / proposal signed by the two parties. Altered payment terms will not be honored. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 12 of 17 Appendix B. Conditions of contract and warranties SELLER: VEOLIA WTS Services USA, Inc. 5900 Silver Creek Valley Road San Jose, CA 95138-1009 USA BUYER: Carlsbad Fire Dept. 2560 Orion Way Carlsbad, Ca 92010-0000 As used in the Terms and Conditions, the term “Goods” shall mean materials as outlined in the Veolia Scope of Supply section of this proposal. SUEZ Water Technologies & Solutions is now part of Veolia. This change will not impact your contract or the team supporting your business. We will be changing our legal entity name, but this will not change in any way the tax identification number, or our banking information. The detail of changes to the legal entity name will be communicated separately. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 13 of 17 1. Reserved. 2. Reserved. 3. Prices and Payment. Buyer shall pay Seller for the Equipment and Services in accordance with the Pricing Table contained in Section 3.1, above. Seller retains the right to request adjustment to the service rates in the event of significant cost increase for any Equipment or Services supplied hereunder. Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Seller’s invoice. Any Services performed or Equipment furnished by Seller beyond those set forth in the Agreement will be charged at Seller’s then standard rates. Buyer agrees to reimburse Seller for collection costs, including 2% interest per month, 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. Unless expressly stated, the prices quoted herein do not include any taxes or duties. Buyer shall furnish Seller with evidence of tax exemption acceptable to taxing authorities if applicable. 4. Title and Risk of Loss. Title and risk of loss to the Equipment shall be transferred from Seller to Buyer upon delivery in accordance with this Agreement. Title and risk of loss to the Services shall pass as they are performed. 5. Warranties and Remedies. Seller warrants that the Equipment shall conform to any specifications set out in this Agreement and shall be free from defects in material and workmanship; and that the Services shall be performed with the degree of skill which can reasonably be expected from a seller engaged in a comparable business and providing comparable services under comparable circumstances. Unless otherwise expressly provided in this Agreement, the foregoing warranties are valid: a. for chemicals and Services, for 6 months from their date of delivery or the provision of Services; b. for consumables, including Filters and Membranes, 12 months from their date of delivery 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. 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 facilities or (at Seller’s option) replacement of defective items of Equipment, and re-performance of defective Services. The foregoing warranties and remedies 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. 6. Buyer’s Responsibilities. Unless otherwise stipulated in this Agreement, the unloading, handling, storage and installation of the Equipment shall be the responsibility of the Buyer. Buyer must operate and maintain the Equipment in accordance with Seller’s operations and maintenance manuals or where such manuals are silent, in accordance with generally accepted industry practice. Seller will not control the actual operation of either Buyer’s systems or the Equipment at the Site. In regard to delivery of chemicals to Buyer, Semi-bulk containers (SBCs) owned by Seller shall be used only for the storage of Goods approved by Seller and Buyer shall return to Seller all SBCs owned by the Seller in an "empty" condition, as defined by appropriate transport or environmental regulations. Title to, and risk and ownership of, all equipment, product containers (e.g., pails, drums, recyclable intermediate bulk containers "IBC"), and tanks supplied to Buyer shall pass to Buyer as provided for in Section 3 of this Agreement, except that returnable SBCs shall remain property of Seller, unless otherwise stated in Seller’s documentation. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 14 of 17 7. Acknowledgement and Release. Customer acknowledges that purified water equipment may break and/or leak and that it should be installed only where there is adequate drainage and minimal risk of damage to other property. Veolia WTS Services USA, Inc. therefore shall not be liable to Customer or others for any damages, costs or expenses resulting from breaks in or leakage from equipment that Veolia WTS Services USA, Inc. owns, sells, rents, or services. 8. Reserved. 9. 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, statue, directive, ordinance or regulations promulgated by any applicable governmental entity) at the 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 disposal of any wastes, Hazardous Materials, influent water, any resultant product streams, wastewater streams, cleaning materials, or any other materials or substances processed by the Equipment or otherwise located at the Job Site or the Project Site. Seller does not take responsibility for and hereby expressly disclaims responsibility for the characterization of wastes, Hazardous Materials, or for the identification or selection of disposal facilities for any wastes. 10. Accounting Records. Revise Section 12 of the City’s Agreement by adding this statement to the end of Section 12: “Notwithstanding anything to the contrary herein or elsewhere in the contract documents, under no circumstances shall Contractor’s financial records regarding fixed price and lump sum charges for good and services be subject to audit by Owner.” 11. Reserved. 12. 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 suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. 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. 13. Use of Seller’s Rental Equipment. Although rental equipment will be utilized at Buyer’s site, Buyer acknowledges that Seller shall retain beneficial ownership of the equipment. Seller reserves the right to file a UCC-1 security form on all Seller-owned equipment and products and a mechanic’s lien on any labor performed by Seller if deemed necessary to ensure payment. Buyer shall keep Seller’s equipment free and clear of any liens. Upon expiration or termination of this Agreement Seller shall have the right to disconnect and remove any leased equipment and associated materials. Buyer acknowledges that Seller’s equipment is designed for specific applications and processes and therefore may not be relocated or altered in any way without the expressed, written consent DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 15 of 17 of the Seller. Buyer is responsible for any loss or damage to Seller’s equipment including but not limited to, theft, physical damage, operational impairment caused by lack of proper maintenance or operation outside manufacturer’s or Seller’s operating specifications, and deterioration or contamination from exposure to fumes or substances. Buyer shall be solely responsible for any and all costs to test, decontaminate or dispose of and replace any of Seller’s equipment or ion exchange resins contaminated by exposure to any process or application containing any Federal, DOT, or State listed hazardous waste or a characteristic hazardous waste. Upon request Buyer shall certify to Seller, by means of a completed and signed Resin Process Profile form, the conditions under which all ion exchange resins will be operated. 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 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. SELLER SHALL NOT BE LIABLE FOR ANY ADVICE, INSTRUCTION, ASSISTANCE OR ANY SERVICES THAT ARE NOT REQUIRED UNDER THIS AGREEMENT OR FOR WHICH SELLER DOES NOT CHARGE BUYER; c. 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. 15. Reserved. 16. 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. 17. Export Control. Seller’s obligations are conditioned upon Buyer’s compliance with all applicable trade control laws and regulations including those of the United States, European Union, and France. Additionally, Buyer shall not sell, distribute, disclose, release or otherwise transfer any item or technical data provided under this AGREEMENT to: (i) any country designated as a "State Sponsor of Terrorism" by the U.S. Department of State including, for this Agreement, the countries of North Korea (ii) any entity located in, or owned by an entity located in, a "State Sponsor of Terrorism" country, North Korea, (iii) the region of Crimea or (iv) any person or entity listed on the “Entity List” or "Denied Persons List", the list of "Specifically Designated Nationals and Blocked Persons" maintained by any other applicable prohibited party list. The Buyer hereby certifies that the work, technical data, software or other information or assistance furnished by the DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 16 of 17 Seller or its Affiliates under this contract will not be used in the design, development, production, stockpiling or use of chemical, biological or nuclear weapons either by the Buyer or by any entity acting on the Buyer’s behalf. The obligations of the parties to comply with all applicable trade control laws and regulations shall survive any termination or discharge of any other contract obligations. 18. City’s Site Conditions. The City warrants that any data furnished to Contractor concerning conditions at the City’s site (including but not limited to any existing the City facility, equipment or processes, influent water or other substances to be treated or measured with the Equipment) is accurate and complete, and Contractor reserves the right to utilize the most appropriate design compatible with generally accepted engineering practices, and to make changes in details of design, manufacture and arrangement of Equipment unless precluded by any limitations specified in this Agreement. Contractor shall notify the City of (1) any conditions at the City’s site which materially differ from those indicated in the data furnished by the City, (2) any previously unknown physical conditions at the City’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 Contractor’s cost or in the time required for the performance of Contractor’s obligations, Contractor shall be entitled to an equitable adjustment in the Agreement price and an extension in the time for performance. 19. No Nuclear Use. Equipment and Services sold by Contractor are not intended for use in connection with any nuclear facility or activity, the City warrants that it shall not use or permit others to use the Equipment or Services for such purposes, without the advance written consent of Contractor. If, in breach of this, any such use occurs, Contractor (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 Contractor, the City shall indemnify and hold Contractor (and its parent, affiliates, suppliers and subcontractors) harmless against all such liability. 20. Confidentiality, Intellectual Property. To the extent permitted by law, 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. The City will not, without Contractor’s advance written consent, subject Equipment to testing, analysis, or any type of reverse engineering. Contractor 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. The City agrees that it will not file patent applications on the Equipment or any development or enhancement of the Equipment, or of processes and methods of using the Equipment, without Contractor’s express prior written permission. the City further agrees that in any event any such patents will not be asserted against Contractor other purchasers based upon purchase and use of such Equipment. Contractor grants to the City a non-exclusive, non- terminable, royalty free license to use the intellectual property embedded in Equipment delivered to and paid for by the City, as well as any drawings, design or data delivered to and paid for by the City, for the purposes of owning, financing, using, operating and maintaining the relevant Equipment at the City’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 the City or third parties. 20.1 Any software Contractor owns and provides pursuant to this Agreement shall remain Contractor’s property. Contractor provides to the City a limited, non-exclusive and DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 \&)VEOLIA EXHIBIT A Page 17 of 17 terminable royalty free project-specific license to such software for the use, operation or maintenance at the City’s site of any Equipment purchased hereunder to which the software is a necessary component. the City agrees not to copy, sub-license, translate, transfer, reverse engineer, or decode the software. 20.2 Contractor shall indemnify and hold harmless the City from any rightful claim of any third party that any Equipment or Service infringe a patent in effect in the USA, an EU member state or country of delivery (provided there is a corresponding patent issued by the USA or an EU member state), or USA copyright or copyright registered in the country of delivery. If the City notifies Contractor promptly of the receipt of any such claim, does not take any position adverse to Contractor regarding such claim and gives Contractor information, assistance and exclusive authority to settle and defend the claim, Contractor 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 City, or (ii) procure for the City the right to continue using the Equipment or Service, or (iii) modify or replace the Equipment or Service so that it becomes non-infringing, or (iv) remove the infringing Equipment and refund the price. The above paragraph shall not apply to any misuse of Equipment or Equipment which is manufactured to the City’s design, or to alleged infringement arising from the combination, operation, or use of any Equipment or Services with other equipment or services when such combination is part of any allegedly infringing subject matter. The foregoing list of sub-sections (i), (ii), (iii), and (iv) and related terms state the entire liability of Contractor for intellectual property infringement by any Equipment or Service. For: City of Carlsbad Fire Dept. Name: Michael Calderwood___________ Signature: _________________________ Date: _____________________________ For: VEOLIA WTS Services USA, Inc. Name: Edana Essa_________________ Signature: ________________________ Date: ____________________________ DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 6/5/20236/6/2023 \&)VEOLIA DELEGATION OF SIGNATURE AUTHORITY BY OFFICER BY THIS DELEGATION OF SIGNATURE AUTHORITY, I as, respectively Vice President – General Manager, Engineered Systems of Veolia WTS USA, Inc.; Veolia WTS Services USA, Inc.; and Zenon Environmental Corporation (hereinafter collectively referred to as “Veolia WTS”), with the delegable authority to sign contracts in the name of Veolia WTS, hereby delegate to the following individuals effective January 12, 2023: Tracy Boykin Joseph Bruce Edana Essa Amy Foscale William Gill William Heins B. Jayson Henry Paul Howland Diane Kun Peter Macios Nimeshkumar Patel David Rosser Stephanie Snyder Michael Sylstra Eric Tate Joseph Tietjens Melanie Mailly-Demont A. the authority to exercise my approval authority with regard to commercial operations under the Annual Actions Board Resolutions and VEOLIA Water Technologies & Solutions Global Operating Policy, subject to the prior approvals obtained via the VEOLIA Delegation of Authority Policy; B. the authority to sign on behalf of Veolia WTS those certain agreements within my authority as Vice President, subject to the prior approvals obtained via the VEOLIA Delegation of Authority Policy; and C. the authority to sell goods and/or services to Veolia WTS customers on standard terms and conditions. Such delegation includes but is not limited to the delegated authority to sign all contractual instruments, certificates, documents, acknowledgments, consents, and other agreements as may be necessary or convenient in order to carry out the intent and purpose of the foregoing authority. EXCEPT THAT THIS DELEGATION DOES NOT INCLUDE THE AUTHORITY TO: 1. Modify corporate insurance policies 2. Transfer intellectual property to a customer 3. Enter into joint ventures or partnerships 4. Provide advance payments to customers 5. Provide commissions to agents other than approved distributors 6. Provide deferred revenue 7. Buy back inventory 8. Engage in a Tiering arrangement Nothing in this Delegation of Signature Authority alters any applicable Corporation review and approval requirements for the above-listed documents, including but not limited the VEOLIA Water Technologies & Solutions Global Operating Policy. The Delegation of Signature Authority conferred hereby shall NOT be further delegable. DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 G)veouA DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215Doc G)veOUA This Delegation of Signature Authority is valid until 31 December 2023. This Delegation of Signature Authority supersedes all previously issued delegations including but not limited to the delegation acknowledged by legal on January 27, 2023. IN WITNESS, WHEREOF, I, as Vice President of Veolia WTS, have caused my signature to be hereunto I ; 12~nec1by: 2023 April 13 "'\I"' .}J..e DB9EBB 1 B0238;44A .. Name: Andrew Parke Title: Vice President-General Manager, Engineered Systems ~DocuSlgned by' ~~~~t.: 895B6DFCBA4~20 ..• Date: 2023 April 13 edf,d by Delege . &L~ . 5,000,000 RM5GL00068-231 (All Other) CHI-010329789-01 X 01/01/2023 N/A Attn: Veolia.CertRequest@marsh.com | Fax: 212-948-5053 01/01/2023 A 8 01/01/2024 A 01/01/2024 RM5CA00066-231 (AOS) 5,000,000 RM5GL00067-231 (Utility Operations) 5,000,000 N/A N/A X X SEE ACORD 101 05/12/2023 VWTS 01/01/2023 RE: Asset Care equipment sales and services; Ion exchanges services City of Carlsbad, California, a municipal corporation, ("City") are included as additional insured where required by written contract but only for liability arising out of the operations of the named insured. This X 01/01/2024 2560 Orion Way Carlsbad, CA 92010 City of Carlsbad, California, insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. RM5CA00064-231 (Utility Operations) A N/A 10,000 2,000,000 01/01/2024RM5CA00065-231 (MA) 5,000,000 10120 1,000,000 SanJos 540 W. Madison Street MARSH USA, LLC. Chicago, IL 60661 5900 Silver Creek Valley Road VEOLIA WTS Services USA, Inc San Jose, CA 95138 01/01/2023 a municipal corporation, ("City") 01/01/2023 A -- 01/01/2024 (DE, ID, NY, NJ, PA, RI) A Everest National Insurance Company DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: wgN:o Extl: I FAX IA/C Nol: E•MAIL ADDRESS: INSURERISl AFFORDING COVERAGE NAIC# INSURER A : INSURED INSURERB: INSURERC: INSURERD: INSURERE : INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE '""'D WVD POLICY NUMBER IMMIDD/YYYYI IMMIDD/YYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ~ □ CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $ ~ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl □PRO-D Loc PRODUCTS • COMP/OP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY fE~~~~d~~tf lNGLE LIMIT $ ~ ANY AUTO BODILY INJURY (Per person) $ ~ OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS ONLY ~ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident) ~ ~ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESSLIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH• AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE • POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I ~ ~.s,,,.4 ~e © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Limit: SEE ABOVE Veolia WTS Services USA, Inc. has agreed to provide 30 days notice of cancellation of the insurance policies referenced above and 10 days notice in the event of cancellation due to non-payment of premium. will not extend any policy cancellation date and it will not negate any cancellation of the policy. Failure to provide a copy of such notice to the Certificate Holder shall impose no obligation or liability of any kind Carrier: Everest Premier Insurance Company Effective Date: 01/01/2023 Policy Number: RM5WC00093-231 (Utility Operations) (DE,ID,NY,PA,RI) Limit: SEE ABOVE Expiration Date: 01/01/2024 Workers Compensation (Cont.) Carrier: Everest Premier Insurance Company Policy Number: RM5EW00005-231 (Excess) (Utility Operations) (NJ) Expiration Date: 01/01/2024 upon the insurer or its agents or representatives. Veolia WTS Services USA, Inc. or its designee will send such notice to the Certificate Holder of this Certificate. Such notice is not a right or obligation within the policies, it does not alter or amend any coverage, it MARSH USA, LLC. 5900 Silver Creek Valley Road VEOLIA WTS Services USA, Inc San Jose, CA 95138 Effective Date: 01/01/2023 DocuSign Envelope ID: 6F965009-932E-4084-A6CA-CD4494C20215 AGENCY CUSTOMER ID: CN 102584993 ------------------LO C #: Chicago ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED POLICY NUMBER CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD