Resolution 2024-R-90 pilot-scale demonstration  Al Resolution authorizing execution of an Agreement with Veolia WTSSystems USA, Inc. for  a multistage reverse osmosis and dynamic single stage reverse osmosis  BE IT HEREBY RESOLVED by the City Council ofthe City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present that Mayor James D. Stewart, Jr., or his designee, is hereby authorized to execute an Agreement with Veolia WTS Systems USA, Inc. for ai multistage reverse osmosis and dynamic single stage reverse osmosis pilot-scale demonstration for the Irondale Water System in an amount not to exceed Ninety-Five Thousand and 00/100  Dollars ($95,000.00).  ADOPTED & APPROVED: This 21st day of May, 2024.  David Spivey, City  d  APPROVED:  EK  ATTESTED:  LeiglAm,Allison, Clerk REge  City  CERTIFICATION  I,Leigh Ann Allison, the City Clerk of the City of Irondale, Alabama, hereby certify that the above to be a true and correct copy ofa resolution adopted by the City Council of the City of Irondale at its regular meeting held on the 21st day of May, 2024, as the same appears in the  minutes ofr record ofs said meeting.  Clerk   Bds    OVEOLIA  Pilot Proposal for  City of Irondale, Alabama Greensand + Multistage Reverse Osmosis + Dynamic Single Stage  Reverse Osmosis Pilot-Scale Demonstration  Submitted To: City of Irondale 101 20th Street South Irondale, Alabama 35210  Attention: Mayor James D. Stewart, Jr.  Submitted By: Veolia WTS Systems, Inc.  Proposal Number: PIL-600604.revi1 Veolia Contact: Jenn Watt  Regional Director Southeast USA & Caribbean  e-mail: enn.watteycola.com phone: (905)464-3114  Date: May 21, 2024    OVEOLIA  Water Technologies & Solutions  Veolia Water Technologies & Solutions Confidential and Proprietary Information  The enclosed materials are considered proprietary property of Veolia Water Technologies & Solutions (Veolia). No assignments either implied or expressed, of intellectual property rights, data, know how, trade secrets or licenses of use thereof are given. Alli information is provided exclusively to the addressee and agents oft the addressee for the purposes of evaluation and is not to be reproduced or divulged to other parties, nor used for manufacture or other means, without the express written consent of Veolia. The acceptance oft this document will be This proposal is valid until June 20, 2024. Ifat formal purchase order is not received and accepted within this validity period, both the pricing and delivery schedule are subject to review The following are trademarks of Veolia Water Technologies & Solutions and may be registered in one orr more +100, ABMet, Absolute. Z, Absolute. Za, AccuSensor, AccuTrak, AccuTrak PLUS, ActNow, Acufeed, ALGAECAP, AmmCycle, Apogee, APPLICATIONS, ATLAS, AquaFloc, AquaMax, Aquamite, Aquaplex, AquaSel, Aquatrex, Argo Analyzer, AutoSDI, BENCHMARK, Betz, BetzDearborn, BEV Rite, BioHealth, BioMate, BioPlus, BIOSCAN, Bio-Trol, Butaclean, Certified Plus, CheckPoint, ChemFeed, ChemSensor, ChemSure, CHEX, CleanBlade, CLOROMAT, CoalPlus, COMP-METER, COMP-RATE, COMS (Crude Overhead Monitoring System). Continuum, CopperTrol, CorrShield, CorTrol, Custom Clean, Custom Flo, Cyto3, DataGuard, DataPlus, DataPro, De:Odor, DELTAFLOW, DEOX, DeposiTrol, Desal, Dianodic, Dimetallic, Dispatch Restore, Durasan, DuraSlick, Durasolv, Duratherm, DusTreat, E-Cell, E-Cellerator, ELECTROMAT, Embreak, EndCor, EXACT, FACT- FINDER, Feedwater First, Ferrameen, Ferroquest, FilterMate, Fleet View, FloGard, Flotrex, Flotronics, FoamTrol, FoodPro, Fore4Sight, ForeSight, FRONTIER, FS CLEAN FLOW, FuelSolv, Full-Fit,G.T.M., GenGard, GEWaterSource, Glegg, Heat-Rate Pro, High Flow Z, HPC, HPDI Process, HyperSperse, Hypure, Hytrex, InfoCalc, InfoScan, InfoTrac, InnovOx, InSight, IONICS, IONICS EDR: 2020, IPER (Integrated Pump & Energy Recovery), iService, ISR (Integrated Solutions for Refining), JelCleer, KlarAid, Kleen, LayUp, Leak Trac, Leakwise, LEAPmbr, LEAPprimary, Learning Source, LOGIX, LOSALT,M-PAK, MACarrier, Mace, Max- Amine, MegaFlo, Membrex, MemChem, Memtrex, MerCURXE, MetClear, MiniWizard, MK-3, MOBILEFLOW, MobileRO, Modular Pro, ModuleTrac, MonitAll, Monitor, Monitor Plus, Monsal, MP-MBR, MULTIFLOW, Muni.Z, NEWater, NGC (Next Generation Cassette), Novus, NTBC (Non Thermal Brine Concentrator), OptiGuard, OptiSperse, OptiTherm, Osmo, Osmo PRO, Osmo Titan, Osmonics, Pacesetter, PaceSetter, Petroflo, Petromeen, pHlimPLUS, PICOPORE, PlantGuard, PolyFloc, PowerTreat, Predator, PROE E-Cell, Pro Elite, ProCare, Procera, ProChem, Proof Not Promises, ProPAK, ProShield, ProSolv, ProSweet, Purtrex, QSO (Quality System Optimization), QuickShip, RCC, RE: Sep, Rec-Oil, Recurrent, RediFeed, ReNEW, Renewell, Return on Environment, RMS Rackless Modular System), ROSave. Z, SalesEdge, ScaleTrol, SeaPAK, SeaPRO, SeaSMART, Seasoft, SeaTECH, Selex, Sensicore, Sentinel, Sepa, Sevenbore, Shield, SIDTECH, SIEVERS, SmartScan, SoliSep, SolSet, Solus, Spec- Aid, Spectrus, SPLASH, Steamate, SteriSafe, Styrex, SUCROSOFT, SUCROTEST, Super Westchar, SuperStar, TFM (ThinF Film Membrane), Therminator, Thermoflo, Titan RO, TLC, Tonkaflo, TraveLab, Trend, TruAir, TrueSense, TurboFlo, Turboline, Ultrafilic, UsedtoUseful, Vape-Sorber, VeriFeed, VersaFlo, Versamate, VICI (Virtual Intelligent Communication Interface), V-Star, WasteWizard, WATER FOR THE WORLD, Water Island, Water-Energy Nexus Game, WaterGenie, WaterNODE, WaterNOW, WaterPOINT, WellPro.Z, XPleat, YieldUp, Z-BOX, Z-MOD, Z-PAK, Z-POD, ZCore, ZeeBlok, ZeeLung, ZeeWeed, ZENON, and  construed as an acceptance of the foregoing.  validity and adjustment. trademark notification countries:  Z.Plex.  Veolia Confidential and Proprietary Information Proposal for the City oflrondale, Alabama Proposal #PIL-600604. rev#1, May 21,2024  Pagez    OVEOLIA Table of Contents  Water Technologies & Solutions  1 2 3 4 4.1 4.2 4.3 5 6 6.1 6.2 6.3 6.4 7 7.1 7.2 8 8.1 8.2 8.3 8.4 8.5  VEOLIA - Company Overview. Piloting Experience Basis of Design and Objectives Technology Description. Greensand Filtration. Reverse Osmosis Process. Pilot Testing Schedule. Veolia Technical Scope of Supply Greensand Treatment Equipment. Multistage Reverse Osmosis Pilot Equipment. Dynamic Single Stage Reverse Osmosis Pilot Equipment. Veolia Pilot Study Scope of Supply. Client Scope of Supply General Safety and Environmental Commercial Offer. Pricing Table for Pilot Study. Invoicing and Payment Terms. Equipment Shipment and Delivery. Pricing Notes. Conditional Offering  8 8 8 10 13 15 15 16 18 20 22 22 24 25 25 25 26 26 26 28 28 30  Dynamic Single Stage Reverse Osmosis Process Description  Appendix A Acceptance a.1 how to place an order.  Appendix B - General Terms and Conditions = Pilot Equipment  Rental and Services USA.  Veolia Confidential and Proprietary Information Proposal for the City, of Irondale. Alabama Proposal #PIL-600604.rev1, May:21,2024  Pages    OVEOLIA  Water Technologies & Solutions  1 VEOLIA - Company Overview Alongside 160 years of expertise in water, energy and waste, Veolia offers innovative solutions in the pursuit of human progress and well-being. At Veolia, we're more than the world's leading provider of  Resourcing the World.  environmental solutions we're dedicated to customized, cost-effective solutions that reflect best practices, environmental protection, and a better quality of life. Today, water, waste and energy can all be recovered - transforming what is discarded into a valuable resource. Veolia embraces this future by developing access to, preserving, and Today we know that our planet's natural resources are limited, and the world's demands are increasing. Veolia is Resourcing the world - helping develop access to resources, Resourcing the world is not just about protecting the environment, but also regenerating itby developing sustainable access to resources while committing to their preservation Veolia's "Goal Zero" safety pledge is our commitment to strive for zero- work related injuries and illnesses and is a foundational element of our safety culture. Veolia places great importance and emphasis on the health & safety of our employees, customers, and the communities in which we conduct business. Our Goal Zero vision is part of our continual improvement philosophy regarding worker and workplace safety. Quite simply, we invest enormous amounts of time and resources to ensure our employees receive the necessary training and tools for success to perform their daily activities in a safe and compliant manner. We operate in strict compliance with all rules, regulations, and laws to meet and then exceed our commitments.  replenishing the world's resources. Our mission: Resourcing the World  preserving available resources and replenishing them.  and renewal. Culture of Safety  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-6006041 rev#1, May: 21,2024  Page4    OVEOLIA  Water Technologies & Solutions  What' We Do  At Veolia, we provide our customers with innovative solutions that directly supports their business operations and goals. We're uniquely positioned to provide solutions in water, waste and energy that promote sustainability and the circular economy. Veolia companies today operate more than 8,500 water and wastewater facilities and systems around the world, using service delivery models that are designed to fit the  specific needs of each individual client. Operations Optimization Programs With increasing pressures facing municipal utilities, communities are challenged to provide quality water and wastewater services. We are there to optimize your infrastructure  Produced Water Reuse  See the difference of having an experienced water management partner and why iti is critical to successful" water reuse  application.  Produced Water Discharge operating expenses.  We help minimize our customers' operational costs and lease Proprietary Water Treatment Technology We are unique in our industry as the only company with the technologies and business model to service our customers with  performance guarantees. Operations and Maintenance  We believe in long-term partnerships built on trust and proven performance to help industry maximize its water resources. Design, Build, Operate and Maintain Our DBO partnerships bring unmatched technology, hundreds of years of operational expertise and creative solutions to solve complex water and wastewater management challenges. Through long-term partnerships, we're helping cities and public agencies provide safe, reliable, and efficient water and  Operations Partnerships wastewater services.  Veolia Confidential and Proprietary Information Proposal for the City, of Irondale, Alabama Proposal #PIL-600604.reViL, May21,2024  Page5    OVEOLIA  Water Technologies & Solutions  2 Piloting Experience  Veolia' WTS believes that successful projects are built on quality teams and communication. Our proven approach is to provide a dedicated engineering and project management team with extensive process and design experience for each project. The goal of the team is to ensure on-time delivery and overall project success through: Frequent communication which allows Veolia to better understand the needs of the Comprehensive technical and commercial understanding and knowledge of the project including budget, schedule, as well as regulatory, technical and political Partnerships and communication protocols that will remain in place for the duration This clear and defined project approach guarantees that the Customer will receive the best possible support from Veolia and therefore the best value for all stakeholders. Veolia maintains a global fleet of over 60 pilot units spanning an array of technologies for water and wastewater treatment. The Global Pilot Team manages approximately 501 to 60 pilot studies per year, completing over 250 projects in the last five years. These pilot studies provide al large database of operational and analytical data that aids in The below table includes a sampling of some of the applications Veolia has performed  Owner;  issues - ensuring milestones are met;  oft the project.  optimizing full-scale plant designs for multiple applications.  pilots for in the last 5 years. Application Municipal Pharmaceutical Refinery Mining Food and Beverage Brewing Power Microelectronics Pulp and Paper Other Industrial  Number of Pilots 95 10 21 13 21 2 19 3 3 87  Sample Locations  USA, Canada, UK, Spain, Portugal, Sweden, Russia, Israel, Hungary, China, India, Australia, USA, Singapore, India, Italy, Belgium, China USA, Russia, Spain, Saudi Arabia, China, Canada, USA, Belgium, China, India USA, Canada, Australia, Belgium, Italy USA, Italy, UK, Germany, Canada, South  Brazil etc. Malaysia Canada, USA, Peru  USA USA, Europe USA, Sweden Africa, India, China etc.  Veolia Confidential and Proprietary Information Proposal for the City ofl Irondale, Alabama Proposal #PIL-600604. rev#1. May 21,2024  Page6    OVEOLIA  Water Technologies & Solutions  3 Basis of Design and Objectives  Veolia WTS Systems Inc. is pleased to submit this pilot proposal to the City of Irondale, Alabama ("Client"). The objectives oft the pilot study are to evaluate greensand pretreatment prior to a standard static multistage reverse osmosis treatment against  Veolia's dynamic single stage reverse osmosis (DSSRO).  Specific objectives are to:  Demonstrate greensand media filtration as pretreatment to reverse osmosis. Determine the maximum recovery while maintaining stable performance. Demonstrate clean in place (CIP) efficiency and determine frequencies for CIP. The total time piloting is planned for fourteen weeks. The greensand pilot system will provide pretreatment to both the multistage RO and DSSRO for the full fourteen weeks. The multistage RO pilot will be in operation from weeks two to seven. The DSSRO pilot will be in operation from weeks eight to thirteen. Weeks one and fourteen are allocated fori installation, commissioning, startup, and decommissioning. The DSSRO pilot will be delivered prior to week seven such that the pilot is ready to treat water at the beginning ofweek eight. Each of the multistage RO and DSSRO pilots are planned to be in These objectives may be refined through discussions with the Client as the pilot protocol is defined. Ifthe Client has specific water quality goals or additional pilot study objectives these should be discussed prior to the beginning of the pilot study. Veolia strongly recommends a well-defined pilot protocol indicating all testing scenarios prior to the equipment mobilization and in collaboration with the Client.  o o o o  Determine maximum PFAS removal.  Determine the chemical consumption requirements.  operation for ai total of six weeks each.  Veolia Confidential and Proprietary Information Proposal for the Cityof Irondale, Alabama Proposal #PIL-600604.reV1, May:21,2024  Page7    OVEOLIA  Water Technologies & Solutions  4 Technology Description  4.1 Greensand Filtration  Several iron and manganese removal technologies exist that typically include varying forms of oxidation and filtration. Greensand filtration can be used for iron and manganese removal. The mechanism of operation for a greensand system has soluble iron and manganese in the influent being oxidized and precipitated through contact with higher oxides of manganese on the greensand media. The precipitates are filtered through the media and then removed from the system by backwashing. When the oxidizing capacity of the greensand is diminished, the system can be regenerated During service, water enters the filter through the inlet and flows through the media bed. The soluble manganese/iron is oxidized and precipitates within the filter bed. As the media removes manganese/ron from thei incoming feedwater, eventually thet filter will display a high pressure drop across the bed and require al backwash to clean the bed. The backwash step is automated based ont time. Filtered water is collected in the underdrain system and discharged. The media is continuously regenerated by feeding chlorine to oxidize the manganese/iron and regenerate the media. Al backwash is performed by reversing the flow of water through the filter bed to remove the precipitates that are trapped in the bed. The entire media bed will loosen and lift during the backwash allowing the solids to exit out of the top oft the vessel along with the backwash water. The supporting medium will not lift and helps distribute the backwash flow evenly throughout the bed. After al backwash, the bed is allowed to settle before a  through chemical addition to restore its original capacity.  final rinse and then is placed back into service. 4.2 Reverse Osmosis Process  Osmosis is ar natural process in which a solvent (water) passes through a semi- permeable membrane from the lower tot the higher solute concentration, until the The process of reverse osmosis is the engineered application of this principal to achieve water purification by the application ofe external pressure to the more concentrated solution. This results in a reversal of solvent (water) flow towards the region of lower solute concentration, thereby purifying one side while concentrating the other. Schematic representations of the processes of osmosis and reverse osmosis (RO) are  concentrations on either side oft the membrane are equal.  presented in the Figure 4.1 below.  Veolia Confidential and Proprietary Information. Proposal for the City ofirondale, Alabama Proposal #PIL-600604. rev"t May21,2024  Pages    OVEOLIA  Water Technologies & Solutions  Dilute Solution Concentrated Solution  Dilute Solution Concentrated Solution  Direction of Solvent Flow Osmosis  Direction ofs Solvent Flow Reverse Osmosis  Figure 4.1: Representation of Osmosis and Reverse Osmosis  RO membranes will reject dissolved salts and metal ions, as well as organic compounds and microorganisms. The degree to which a particular substance is rejected by the membrane depends on the type ofr membrane used, and the resulting difference between the liquid transport characteristics of the RO membrane and the solute transport characteristics of the membrane. The final effluent quality from a Reverse Osmosis system is the result oft the unique combination of these factors. In general, the salt passage is inversely related to pressure (i.e. salt passage increases as applied pressure decreases). The reduced pressure causes a decrease in permeate flow since Reverse Osmosis is a pressure driven separation process. The filtration process takes place on a selective separation layer formed by an organic semipermeable membrane. The driving force oft the separation process is the pressure difference between the feed and the permeate side at the separation layer of the membrane. However, because of its selectivity, one or several components of a dissolved mixture are retained by the membrane despite the driving force, while water and substances with a molecular weight <200 Dalton are able to permeate the semipermeable separation layer. Because nanofiltration membranes also have selectivity for the charge oft the dissolved components, monovalent ions will pass the membrane and divalent and multivalent ions RO Membranes are configured into a spiral-wound module configuration where multiple membrane sheets are wrapped around a central permeate collector tube, refer to Figure Each membrane sheet is in fact a sandwich, with two separate membrane sheets each with the membrane layer facing outwards, commonly separated from each other with a thin material. The sandwich is glued on three sides, leaving the fourth side to be eventually connected to the permeate collector tube. Each membrane sheet sandwich is  permeation is directly proportional to applied pressure.  will be rejected. 4.2 below.  Veolia Confidential and Proprietary Information Proposal for the City, of Irondale, Alabama Proposal #PIL-600604. rev#1, May:21,2024  Pageg    OVEOLIA  Water Technologies & Solutions  then separated from other individual sandwich sheets by means of al loosely woven plastic material that is inserted to keep the sheets from each other while also promoting turbulent flow conditions. Multiple layers of these sheets and spacers are centrally connected about the permeate collector tube (the tube is drilled to allow permeate to pass into thet tube) and are then wrapped tightly about each other in one direction causing the sheets to spiral away from the center tube. The spiral configuration membrane gets its name from this pattern. Water to be treated is pumped through this spiral bundle, where thei feed and concentrate flows are parallel to the membrane surface. The feed flows into the mesh layer and the permeate flows into the porous  support which leads to the central collector pipe.  Permeatel Tube Mesh Spacer, O-Ring FeedFiow PermeateFiow FeedFiow Membrane Membrane  Interconnector  Backing Adhesive Permeate Bond  Carrier  Figure 4.2: Spiral wound RO membrane element components with interconnector As water is pumped along the membrane surface length and permeate is continually being extracted from the main feed water supply, the residual concentrate volume is decreasing. As the volume decreases along the membrane length, concentration factors associated with the dissolved constituents must be taken into consideration in the full- scale design. Finally, the immense benefit of the spiral configuration is the packing density of membrane area within a relatively small pressure vessel.  4.3 Dynamic Single Stage Reverse Osmosis Process  Description  AF Reverse Osmosis (RO) system is usually designed for continuous operation in which the operating conditions of every membrane element are constant with time (neglecting minor fluctuations ini feed composition, temperature, pressure, etc.). The majority of RO systems are designed for continuous operation with constant permeate flow and Inc contrast, in batch or semi-batch operating mode, the conditions experienced by each membrane element are continually changing. The Dynamic Single Stage Reverse Osmosis system (DSSRO) is a single stage design with semi-batch operation which entails a production cycle with complete brine recirculation, followed by a brine purge (BP) step. During the production cycle, feed and permeate flows are equal, and the  constant system recovery.  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-600604. rev#1 May21,2024  Page10    OVEOLIA  Water Technologies & Solutions  concentrate discharge flow is zero (refer to Figure 4.3). When sufficient volume of permeate has been produced to achieve the desired recovery, the production cycle ends and the brine purge (BP) step commences (refer to Figure 4.3). No permeate is produced during BP. The total volume discharged equals the holdup volume oft the concentrate loop, or 50L for the DSSRO pilot unit. The concentrate loop consists of the membrane housings, circulation pump, and connecting piping (Figures 4.3-4.4).  Single Stage Membrane. Array (100% Recovery)  Feed Water  Permeate  Feed Pump High  Pressure Pump Brine Flush) Valve H  Circulation Pump  Figure 4.3: DSSRO Production Cycle  Because the production cycle is operated in closed loop mode, the concentration within the DSSRO system builds up gradually with time, reaching a maximum value prior to the BP step. Upon BP, the high TDS brine is discharged, the RO system is filled with low TDS feed water, and the production cycle begins again. The primary advantage of semi- batch operating mode ist that high concentration brine is only present transiently within the system. Because many inorganic scale formers have relatively long induction times (.e., silica, carbonates, sulfates), there is an opportunity to avoid precipitation by limiting the duration oft the production cycle. Depending on the holdup volume of the concentrate loop, membrane flux, and target recovery, the production cycle duration can range from ai few minutes to over an hour. On at fundamental level, DSSRO is effective ift the length of time a scale former is above its saturation concentration (i.e., during the  later portion of a production cycle) is less than its induction time.  Single Stage Membrane. Array (0% Recovery)  Feed Water  Feed Pump High  Pressure Pump Brine Flush Valve   Circulation Pump  Figure 4.4: DSSRO Brine Purge (BP) Cycle  The ability of semi-batch processes like DSSRO to effectively operate above the saturation concentration of problematic aqueous species in principle leads to operational advantages compared to conventional RO. At the same recovery and flux, DSSRO will  Veolia Confidential: and Proprietary Information Proposal for the City, of) Irondale. Alabama Proposal #PIL-600604.revi1, May:21,2024  Page 11    OVEOLIA  Water Technologies & Solutions  have more stable operation, resulting in fewer CIPs, less chemical consumption, longer membrane life, and in certain circumstances, lower energy consumption. The flux distribution across membrane elements will be more uniform in the single stage DSSRO system compared to multi-stage conventional RO systems, with no need to resort to energy-wasting permeate back pressure measures to balance the flux. Alternatively, DSSRO should be able to successfully operate at higher recovery than contemplated for Ina addition, adaptive smart system controls, based on continuous calculation of the normalized A-value ('water permeability," normalized for temperature and osmotic pressure), have been developed and programed into the DSSRO system, as a way to characterize membrane status and provide nearly instantaneous warning oft the onset of fouling or scaling. The calculated A-value trends can be used to trigger interventions such as Permeate Enhanced Flushes (PEF), Chemical Enhanced Flushes (CEF, i.e., low or high pH), or immediate reduction in recovery. The capability was also developed  conventional RO, with significant reduction in water usage.  toe execute PEF or CEF after a fixed number of production cycles.  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal PIL-600604. rev#1, May21,2024  Page12    OVEOLIA  Water Technologies & Solutions  5 Pilot Testing Schedule  Veolia recommends a schedule as shown below for the execution of the pilot study.  Table 5.1: Suggested Pilot Schedule  Time Period Weeks Prior  Task  Pilot Study Preparation  Veolia & Client collaborate for preparation of the pilot equipment, the pilot site, and a pilot study work plan. An analytical schedule will be proposed. The pilot is shipped to site. Pilot Equipment Arrives at Site  First Day  The Client receives the unit, unloads it and places iti in the The Client connects the pilot system power and plumbing Veolia representative visits site to complete a commissioning sequence prior to operation with the source Operator training begins once the Veolia rep confirms that pilot equipment is functioning properly. Training includes an introduction to reverse osmosis membrane technology and demonstration of pilot equipment operation and Client provides daily on-site operation of the pilot equipment, completing analytical testing as outlined in the Veolia offers support by phone & e-mail to assist with day- Veolia to host update calls with stakeholders and provide a brief of pilot operations and data. Interval to be established Dynamic Single Stage Reverse Osmosis pilot delivered to Veolia representative returns to site to commissioning and prepare the Dynamic Single Stage Reverse Osmosis pilot Client provides daily on-site operation of the pilot equipment, completing analytical testing as outlined in the Veolia offers support by phone & e-mail to assist with day-  location designated for the pilot study.  tie points.  Week 1  Pilot Installation and Commissioning  water.  required daily maintenance.  Pilot Phase 1 Pilot Operations Multistage Reverse Osmosis  (2-7week period)  pilot study work. to-day project requirements. by pilot study stakeholders. site prior to week seven. for operation.  Pilot Phase 2 Pilot Operations - Dynamic Single Stage Reverse Osmosis  (8-13 week period)  pilot study work. to-day project requirements.  Veolia Confidential and Proprietary Information Proposal fort the City of Irondale, Alabama Proposal #PIL-600604.revA1, May:21,2024  Pagel 13    OVEOLIA  Water Technologies & Solutions  Veolia to host update calls with stakeholders and provide a brief of pilot operations and data. Interval to be established The Client drains all water from the system, disconnects the power and prepares the pilot for return shipment.  by pilot study stakeholders. Pilot Equipment Leaves Site  Week 14  The Client loads pilot equipment. Pilot is returned to Veolia.  Post Demobilization  Final Reporting  Veolia to provide a summary of the pilot study results. Membrane autopsies and report can be completed if requested in writing by the Client.  Veolia Confidential and Proprietary Information Proposal for the City of] Irondale, Alabama Proposal #PIL-600604. rev#1, May:21,2024  Page 14    OVEOLIA  Water Technologies & Solutions  Veolia Technical Scope of Supply  The greensand and multistage RO pilot equipment will be housed in a container. Veolia is planning to use a twenty-foot container and will confirm details. Veolia can supply additional 100-gallon break tank and submersible feed to pump to feed the greensand  filter from the clear well.  6.1 Greensand Treatment Equipment  One manganese greensand filter will be provided for the Physical/chemica filtration. The filter is capable oft fully automated backwashes based on differential pressure. The system will operate as pre-treatment to the multistage reverse osmosis pilot system and  DSSRO. Equipment Features O (1)Skid mounted filtration column Overall dimensions: 48" (122 cm) X 48" (122 cm) Filter column diameter: 4" (1)1 150 USGal. HDPE filtrate collection tank o (1) Feed pump (1) Backwash pump (1) Air compressor Flow Rate: 0.27 gpm (1.0 Lpm) Filtration Rate: 3.06 gpm/ft2 (7.48 m/h) Backwash Flow Rate: 0.8 gpm (3.79 Lpm) Backwash Rate: 9.3 gpm/t2(22.7 m/h) Backwash Air Flow Rate: 3 scfm/ft2  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal APIL-600604revi1, May 21, 2024  Pages 15    OVEOLIA  Water Technologies & Solutions  6.2 Multistage Reverse Osmosis Pilot Equipment  AI reverse osmosis pilot (Figure 6.1) uses nine 4" reverse osmosis modules housed in vessels, set upi in the design array configuration. The pilot can run at different recoveries and flux rates throughout the pilot study to effectively model the The RO pilot system comes equipped with all the necessary components required for safe, reliable and continuous operation. The system is constructed of corrosion resistant materials designed to process fluids ranging in pH from 2to 12. Refer to the subsequent tables for detailed The pilot unit also includes al human machine interface (HMI) for both local and remote control of the system. The HMI also displays real-time process information whilst also storing data locally and transmitting to Insight, Veolia's web-based data logging software. The system is completely automated with remote control capability. All system-operating parameters are set from within the HMI menus using the LCD touchscreen. The system flows, pressures and temperatures are displayed on the LCD screen and stored to a database every minute or by event-based triggers.  full-scale design.  RO pilot specifications.  Standard Pilot Features 1-micron cartridge filter Automatic inlet shut-off valve  Figure 6.1: Reverse Osmosis pilot unit  Permeate, concentrate and recycle flow meters Feed and permeate conductivity sensors Feed temperature and pH sensors Thermal motor protection Remote machine on/off capability Auxiliary Equipment  F Pre-filter, post-filter, primary and final pressure transmitters and gauges  Chemical cleaning dosing pumps and day tanks The following tables provide the membrane pilot specifications  Veolia Contidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-600604.reVi1, May:21,2024  Pages 16    OVEOLIA  Water Technologies & Solutions  Table 6.1: Materials of Construction  Frame Membrane housing Inlet plumbing High pressure plumbing Control enclosure Cartridge Filter  Carbon steel FRP  Schedule 80, PVC/PPL Tube 316 Stainless Steel, Sch. 10  Permeatelconcentale tubing Schedule 80, PVC/PPL Tube  NEMA4 4 1-micron, 20 inch 325 psig 55°F (13°C) 30p psig 13.3 gpm 3.3 gpm  Table 6.2: Operating Parameters Operating Pressure Design Temperature Inlet Water Pressure Design Permeate Flow Rate 10 gpm Feed Flow Rate Concentrate Flow Rate  Internal Recycle Flow Rate 14.2 gpm Table 6.3: Equipment Specifications Crated Dimensions Shipping Weight Power Requirements  74'x2 29" X4 49" (hxwxd) 188> x74x1 125 cm 858 Ibs. (389 kg) 7.5HP  Control Circuit: 120V-220V, Single Phase, 60 Hz Motor Power: 208/230 VAC, 3 Phase, 11 amps, 60 Hz  Table 6.4: System Tie Points  Inlet Permeate Concentrate  1.0i in, FPT 0.75 in, FPT 0.75 in, FPT  Veolia Confidential and Proprietary Information Proposal for the Citys of Irondale. Alabama Proposal PIL-600604. revi1, May 21,2024  Page 17    OVEOLIA  Water Technologies & Solutions  6.3 Dynamic Single Stage Reverse Osmosis Pilot  Equipment  The Dynamic Single Stage Reverse Osmosis pilot (refer to Figure 6.2 and Figure 6.3) )is installed in a 40' intermodal container and uses six 4" reverse osmosis elements housed in a single vessel with an automated multimedia filter, permeate flush, chemical enhanced flush and CIP system. The system can run at different recoveries and flux rates throughout a pilot study to effectively model the full-scale design.  Figure 6.2: Dynamic Single Stage Reverse Osmosis pilot exterior view  Figure 6.3: Dynamic Single Stage Reverse Osmosis pilot interior view  The DSSRO pilot system comes equipped with all the necessary components required for safe, reliable, and continuous operation. The system is constructed of corrosion resistant materials and designed to process fluid ranging in pH from 2 to 12. Refer to The pilot unit also includes a human machine interface (HMI) for both local and remote control oft the system. The HMI also displays real-time process information whilst also storing data locally and transmitting to Insight, Veolia's web-based data logging software. The system is completely automated with remote control capability. All system-operating parameters are set from withing the HMI menus using the HMI. The system flows, pressure, temperatures and other process information are displayed on the HMI and logged based on both event-based triggers or time based (i.e., every 1-  the subsequent tables for detailed DSSRO pilot specifications.  minute or 5-minutes).  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-600604reVi1, May:21,2024  Page18    OVEOLIA  Water Technologies & Solutions  Main DSSRO Pilot Components:  790 USgal (3000L) PVC Feed Tank 264 USgal (1000L) HDPE CEF/CTP Tank 264 USgal (1000L) HDPE Permeate Flush Tank Installed in a 40' Intermodal Container Five to six 4" RO elements in a six-element pressure vessel Automated Multimedia Filter (Optional) Auto Permeate Flush with heat control Auto Chemical Enhance Flush & CIP with heat control Compressed Air with dryer Step-down transformer 50kVA (480V-415V)  SCADA HMI, PLC-based (Automated Operation with Data Acquisition) Online measurements including conductivity, pH, ORP, liquid flow, liquid level,  pressure and temperature Chemical cleaning pumps  Allr necessary piping, valves & instrumentation  Table 6.5: Dimensions and Weight  Skid DSSRO Pilot Container "Operating weight. Table 6.6: Utility Requirements Connected Load Operation Load is deemed sufficient. Table 6.7: DSSRO System Tie-Points Raw Water Feed Inlet RO Permeate Drain RO Concentrate Drain  Width 96" (244 cm)  Length  Height  Weight 27,006 Ibs. (12250 kg)*  480" (1220 cm) 102" (260 cm) 14,881 Ibs. (6750kg)  480 V, 3-Phase, 60 Hz, 100A* 480 V, 3-Phase, 60 Hz, 80A*  "The FLAI is based on all equipment running with as safetyf factor. However, the true operational load willl bel lower since all process pumps are modulated using VFDs andt the CIP tank heater is note energized during normal operation. Therefore, an 80A connection  1"FNPT (Male Camlock Available) 1"FNPT (Male Camlock. Available) 1"FNPT (Male Camlock Available)  Tank Overflow/Drain, MMF Backwash Drain 1.5" FNPT (Male Camlock Available)  Required Equipment Footprint 40ft.x8ft.  PLC Manufacturer Data & Remote Connectivity Capability  On-board data log files available for download directly from SCADA (.CSV format) Dial-in and out capability via modem connected to internet for remote monitoring and Web-based data management and InSight graphing tool available for client access  data transfer  Veolia Confidential and Propnetary Information Proposal for the City of Trondale, Alabama Proposal #PIL-600604.reVi1, May21,2024  Pages 19    OVEOLIA  Water Technologies & Solutions  6.4 Veolia Pilot Study Scope of Supply  Veolia will provide the equipment as outlined int this document for an on-site evaluation for a period of fourteen (14) weeks. Veolia's direct scope of supply throughout the pilot o Veolia will supply membrane pilot system for the evaluation study. Typical pilot equipment specifications are listed in Section 6.1, 6.2 and 6.3. These specifications are subject to change and will be confirmed upon receipt of the Veolia will containerize the multistage RO and Greensand filter. Final details of Pilots are allocated to Customers on ai first come first served basis. Upon receipt of the executed Pilot Rental Agreement and PO, four (4) to six (6) weeks before the planned delivery, the pilot equipment will be reserved and available for shipment. This schedule is subject to change and can be expedited in certain circumstances or may need to be extended. Please note that if the notification of award is delayed, pilot availability may be delayed by the same amount of time. Veolia will arrange a kick-off meeting with the CLIENT upon receipt of the signed agreement and PO to discuss logistics, test plan and decide on a firm shipping Veolia, in cooperation with the client, will provide a written test plan for the pilot studies after being selected to participate and prior to the shipment of equipment Veolia will provide a Safe Work Plan prior to the beginning of the pilot study. Veolia will coordinate and be responsible for the cost of the shipment of the pilots  study will include:  signed Pilot Rental Agreement. the container to be provided at a later date.  o o  date. o to site. o o o  to and from site.  Veolia will provide the required membrane cleaning chemicals. O Veolia will provide chemical containment for Veolia supplied chemicals. o Veolia shall communicate operational data received to the Client as soon as possible and not later than one week from its receipt.  Veolia will provide ten (10) days of on-site support for pilot system (Equipment listed in Section 6.1) installation, commissioning, and operations training. Such site support will commence within five (5) working days from confirmation that the pilot equipment has arrived at site and that the site is fully prepared; 'Fully prepared" is defined as: power has been supplied to the pilot equipment, the source water and drain lines are available to be plumbed, source water is ready to be supplied and drain facilities are ready to receive discharge. Veolia will provide ten (10) days of on-site support for pilot system (Equipment listed in Section 6.2) installation, commissioning, and operations training.  Veolia Confidential and Proprietary Information Proposal for the City. of Irondale. Alabama Proposal #PIL-600604. rev#1, May:21,2024  Page20    OVEOLIA  Water Technologies & Solutions  o Veolia will provide in-house technical support via telephone and e-mail during the testing period to ensure the completion of a successful pilot study. Veolia will monitor the pilot operation remotely via an internet connection or Veolia recommends bi-weekly conference calls with the project team during the pilot study in order to discuss data collected during pilot operations. Veolia will be responsible for providing replacement parts, which fail under Veolia will provide on-site assistance for decommissioning the pilot equipment at Veolia will provide a report that summarizes the pilot study results within forty (40) working days after the pilot equipment ships from site and the end of week  O o o  cellular modem connection.  normal operation.  the conclusion of the pilot study.  fourteen.  Veolia Contidential and Proprietary Information Proposal for the City ofl Irondale, Alabama Proposal #PIL-600604-reV1, May21,2024  Page21    OVEOLIA  Water Technologies & Solutions  7 Client Scope of Supply  7.1 General  The Client will have the following responsibilities throughout the proposed pilot study. The Client will notify Veolia of acceptance of its equipment for use in the pilot program at least four (4) to six (6) weeks before the expected equipment delivery The Client, in conjunction with Veolia, will develop a testing protocol for the pilot The Client will prepare the site for installation and provide a hard, level surface (i.e. pavement, cement, packed gravel) for the pilot to be situated. The location for the pilot equipment will be in a safe and secure working environment. The Client will provide a crane or forklift and qualified operator for unloading the system from the shipping truck, and the proper placement of the pilot equipment and membranes near the associated utilities required for the pilot study. The equipment crates should remain on site for the purpose of shipping the equipment back to Veolia and should not be disposed of. The Client will supply and connect to the pilot equipment an electrical power supply of the correct voltage and amperage rating as described in the technology description, Section 6.1, 6.2 and 6.3. Veolia will supply an appropriate transformer ifi it is required to achieve the specified pilot electrical requirements. The Client is responsible for plumbing the source water line to the pilot system tie-point and supplying feed water at the correct flow rates and pressure as The Client is responsible for plumbing the discharge lines from the pilot system tie-points to suitable receiving facilities. If applicable, the Client shall supply any equipment and chemicals required for chemical discharge neutralization. The Client is responsible for supplying and installing any required interconnecting piping between the Veolia pilot system and any Client supplied pre-treatment The Client is responsible to receive waste and effluent streams and dispose of O The Client is responsible to obtain any necessary permits, including but not limited to, those required for withdrawing water and discharging water to receiving body (including chemicals), building permits, electrical permits and Veolia personnel will not be deployed to site for start-up and commissioning services until all site preparations are completed by the Client and Veolia is notified in writing that these tasks are completed. This will ensure that Veolia personnel will be able to complete all start-up and commissioning tasks upon arrival at the project site. In the event that preparation tasks identified as being  date. o  study, prior to initiation of the testing.  o  specified in thet technology description section.  equipment.  these streams in compliance with local regulations.  inspection of compressed cylinder permits.  Veolia Confidential and Proprietary Information Proposal for the City of Trondale. Alabama Proposal #PIL-600604.revil, May21,2024  Page22    OVEOLIA  Water Technologies & Solutions  complete are found to be incomplete upon arrival at site, Veolia will be entitled to back charge the Client for delays associated with incomplete site preparation tasks. Charges will be billed as Veolia field service labor rates provided below.  All currency figures are in US dollars Service Representative Programmer or Process Engineer Service Representative Programmer or Process Engineer Hotel, airfare, flight change fees, car rental, and related travel expenses  Week Days  Weekend Days, Holidays  On Site  /Hour /Day /Hour /Day $120 $1,200 $170 $1,700 $135 $1,350 $190 $1,900 $125 $1,250 $165 $1,650 1.15 times the cost $52.00 per day  Off Site - including trip preparation, travel time, telephone support, and reporting  $105  $145  Meals  The Client shall provide plant operators for the daily operation and maintenance of the pilot system. Daily operations require approximately 30 - 90 minutes per The Client shall provide any on-site safety training required for the Veolia field o The Client will be responsible for collection, shipment and laboratory analysis of all water samples required for the pilot study and any associated costs. The Client shall communicate any analytical data received to Veolia as soon as The Client will be responsible for the proper disposal of any unused chemicals at The Client will be responsible for the cost of labor and other expenses associated with the installation of any replacement parts, provided special tools and labor The Client will bear the cost of repairs for any damage to the pilot equipment or membrane modules, directly caused by the Client, which resulted from improper handling or operation oft the unit and not the result of ordinary wear and tear. Ordinary wear and tear shall mean only the normal deterioration caused by reasonable and proper use of the equipment. If the equipment or its reusable shipping crate are returned damaged or with parts missing, the Client shall pay The Client will be responsible for assisting Veolia with the pilot equipment decommissioning procedure. It is expected that the pilot equipment be returned to Veolia in the same condition as it arrived, excepting normal equipment wear  day. o  service representative or project manager.  O O  possible and not later than one week from its receipt.  the completion oft the pilot study.  are not required.  Veolia the cost of repairing the equipment crate.  and tear (as defined by Veolia).  Veolia Confidential and Proprietary Information Proposal for the City of Irondale. Alabama Proposal #PIL-600604. rev#1, May 21,2024  Page23    OVEOLIA  Water Technologies & Solutions  o  The Client will provide at forklift or crane and qualified operator for loading the system on tot the shipping truck at the completion of the pilot study for return to  Veolia.  7.2 Safety and Environmental  First aid and emergency medical response. Eyewash and safety showers in the water treatment area. Security and fire protection systems.  Environmental use and discharge permits for all chemicals at the Client's facility either listed in this document or proposed for use at al later date. Any special permits required for Seller's or Client's employees to perform work related to the water treatment system att the facility. All site testing, including soil, ground and surface water, air emissions, etc. Disposal of all solid and liquid waste from the Seller's System including waste materials generated during construction, start up and operation. O Any site remediation work required upon completion of the pilot study. The Client willi identify and inform Seller's personnel of any known hazards present in the work place that could impact the delivery of Seller's scope of supply and agrees to work with Seller to remove, monitor, and control the The Client will provide training to Seller'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 & Safety (EHS), HAZOP, fire protection, drug testing, incident notice, site conduct, standard first aid, chemical receiving, electrical safety, etc. Client will provide a certificate of training for Seller's personnel. This program will be fully documented, training materials will be provided, and attendance list will be kept. Bulk chemical storage and tanks, including secondary containment in:  o o  o  hazards to a practical level.  accordance with local codes.  Veolia Confidential and Proprietary Information Proposal for the. City of Irondale. Alabama Proposals #PIL-600604 rev#1 May.21.2024  Page24    OVEOLIA  Water Technologies & Solutions  8  Commercial Offer 8.1 Pricing Table for Pilot Study  Pricing for the proposed pilot equipment and services is summarized in the table below.  Pilot Study Mobilization* Weekly Rental  Price (USD) $40,500 $400/week  One-time fee upon PO acceptance. Greensand pilot equipment. Scope items detailed in Section 6.1. decommissioning. activities.  Seven (7) week study, including onsite commissioning and Multi-Stage Reverse Osmosis pilot equipment. Scope items detailed in Section 6.2. Seven (7) week study, including onsite commissioning and decommissioning activities. Dynamic Single Stage Reverse Osmosis pilot equipment. Scope items detailed in Section 6.3. Seven (7) week study, including onsite commissioning and decommissioning activities. Total Price = Mobilization + (14x 400) + (7x2,250) + (7x2,125)  Weekly Rental  $2,250/week  Weekly Rental  $2,125/week $69,475  Optional - Reverse Osmosis Autopsy (not included in total price) $2,000 per module Mobilization fee includes equipment testing, shipping to sitel from site, travel and living. The duration of the pilot study is planned to be fourteen (14) weeks, including one (1) week for installation, commissioning, and training activities. Approximately twelve (12) weeks for operations and data collection. One (1) week for decommissioning activities following operation. This duration is subject to change at the discretion of the Client.  8.2 Invoicing and Payment Terms  The invoicing structure will be set up as follows:  $35,000 USD will be invoiced upon PO acceptance.  Two (2) instalments of $9,275 USD will be invoiced after weeks three (3) and seven (7) calculated from the date of equipment arrival at the pilot site. Two (2) instalments of $8,837.50 USD will be invoiced after weeks nine (9) and fourteen (14) calculated from the date of equipment arrival at the pilot site. Reverse Osmosis Autopsy invoices in the amount of $2,000 USD per module will be issued separately if the Client requests for an autopsy to be conducted.  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-600804.reV1, May 21,2024  Page 25    OVEOLIA  Water Technologies & Solutions  Should the pilot be extended beyond the fourteen (14) week duration, weekly  invoices in the amount of $2,525 USD will be issued. Payment terms are net 30 days from date of invoice.  Ifthe Client claims to have tax exemption status, a copy of their tax exemption certificate must be provided to Veolia with their signed agreement and purchase order. The tax  exemption form must belong to the party invoices by Veolia. 8.3 Equipment Shipment and Delivery  The cost of shipment of the pilot to and from the site has been included in the price Pilots are allocated to customers on a first come, first served basis. Based on the current pilot equipment schedule, delivery of the multistage reverse osmosis pilot equipment in October 2024 can potentially be met for this project. Due to the complications of international shipping, fixed dates cannot be provided as part of this proposal and will be determined once an agreement to pilot has been fully executed. To secure a spot on the schedule the signed rental agreement in appendix b and purchase order must be received within the validity period of this document. Ifthe notification of award is delayed, the equipment delivery date may also be delayed. Veolia will do their best to expedite the shipping schedule if at all possible. Upon receipt of the signed agreement and purchase order for the pilot study Veolia will arrange a kick-off meeting with all parties to develop a firm shipping schedule and discuss any required logistics  above.  details.  8.4 Pricing Notes  o All prices quoted are in USD. o Any sales or value added tax is not included.  o  The customer will pay all applicable local, state or federal taxes and duties as provided in Veolia Standard Terms and Conditions of Sale. If the Client claims to have Tax Exemption status, a copy of their tax exemption certificate must be provided to Veolia with the signed agreement and purchase order. The proposal and the rates provided herein are subject to final site, environmental, and financial due diligence by Veolia. o This proposal supersedes all previous proposals and correspondence. Client understands that this proposal has been issued based upon the information provided by Client, and currently available to Veolia at the time of proposal issuance. Any changes or discrepancies in site conditions (including but not limited to system influent characteristics, changes in Environmental Health and Safety ("EH&S") conditions, and/or newly discovered EH&S concerns), Client's financial standing, Client's requirements, or any other relevant change, or discrepancy in, the factual basis upon which this proposal was created, may lead to changes in the offering, including but not limited to changes in pricing, warranties, quoted specifications, or terms and conditions.  o  8.5 Conditional Offering  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-600604. revi1, May:21,2024  Page:26    OVEOLIA  Water Technologies & Solutions  Veolia's offering in this proposal is conditioned upon at full Veolia EH&S, and Client's  financial review.  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposals #PIL-600604. rev#1, May:21.2024  Page27    OVEOLIA  Water Technologies & Solutions  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 Systems USA, Inc. the 'Seller' on any  Purchase Order(s).  Legal Entity: Veolia WTS Systems USA, Inc.  3006 Northup Way Suite 200 Bellevue, WA 98004  2)  Submit: Veolia requires a hard copy of the PO with full customer and order details - by postal mail or e-mail. Communicate your PO to our central order processing department  at: E-Mail:  amsaupmens-placon chrsluher@veola.com  Postal Mail: Veolia Water Technologies & Solutions  3239 Dundas Street West Oakville ON L6M 4B2 Canada  3) Details: Ensure your Purchase Order contains the following information:  a)  Proposal Number: Please reference the Proposal PIL-600604.revl, b) Quantity with units of measure (UOM) needs to be stated for each item c) Unit Price and /or Total Price need to be stated alongside the  dated May 21, 2024, in any purchase orders.  listed in the PO. proposal detail. location.  information sO that the Purchase Order can be cross checked against any d) Delivery Location (Ship-to Address): Please clearly define the delivery 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. Ifa delivery date is not included  Veolia Confidential and Proprietary Information Proposal for the City of Irondale, Alabama Proposal #PIL-600604. rev#1. May:21,2024  Page28    OVEOLIA  Water Technologies & Solutions  iny your PO the next available production capacity will be utilized and  confirmed back toy you.  4) Execute: Please sign and date below and include this page with your purchase order. Upon acceptance oft the PO, Veolia will sign and date this page and return it to CLIENT.  For: Name: Signature: Date:  For: Name: Signature: Date:  CLIENT: the City of Irondale, Alabama, an Alabama municipal corporation  Veolia WTS Systems USA, Inc.  Veolia Confidential and Proprietary Information Proposal for the Cityof Irondale. Alabama Proposals #PIL-600804.rev#1, May:21,2024  Page: 29    OVEOLIA  Water Technologies & Solutions  Appendix B - General Terms and Conditions Pilot Equipment Rental and Services - USA  Veolia Confidential. and Proprietary Intormation Proposal fort the City ofl Irondale, Alabama Proposal #PIL-600604. revi1, May:21,2024  Page 30    Supplemental Terms and Conditions  Pilot Proposal for City of Irondale, Alabama, PIL-600604.rev #1 dated May 21, 2024  Lessor's "General Terms and Conditions Pilot Equipment Rental and Services = US" (attached herewith) inc conjunction with below mentioned: Supplemental terms and conditions, shall apply to Pilot Proposal PIL 600604.rev #1 dated May 21, 2024. Notwithstanding anything mentioned to contrary, in the event of any conflict between the Lessor's General Terms and Conditions Pilot Equipment Rental and Services - US and Supplemental Terms and Conditions, below Supplemental terms and conditions shall take  precedence.  Article 3- Pilot Study Fee and Payment; anyl Invoice, when due."  "Lessee agrees to reimburse Lessor for any collection cost, including one (1) percent interest per month (not to exceed maximum amount permitted by appliable law) should Lessee fail to timely pay  Article 12- Compliance with Laws and Permits- Add below para at the end of Article 12  "During the term oft this Agreement, Lessor agrees not to violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting partyf found to be in violation of this provision shall be deemed to bei in breach oft the Agreement resulting ini termination oft this Agreement for cause." Article 17-Termination - Below para to be added at the end of Article 17  Termination for Convenience - Either party may, by providing 30 calendar days written notice to other party, terminate this agreement or any part thereof, for convenience and no cause. After such termination date, Lessor: shall stop all Work and causei its supplier/sub-c contractors to stop all work inc connection with this agreement. In the event of termination for convenience by either party, their respective responsibility shall be as specified in Article 17, for termination for cause.  Article: 18- Governing Law, Dispute Resolution;  This Agreement shall be governed undert the laws of the State of Alabama as of date of agreement, without regards toi its conflict ofl law principles. Int the event ofac dispute concerning this Agreement, the complaining Party shall notify the other Party in writing thereof. Management level representatives oft both Parties shall meet ata an agreed location to attemptt to resolve the dispute in good faith. Should the dispute not be resolved withint thirty (30) days after such notice, and except for claims fori injunctive relief which may! bes submitted to any court of competent jurisdiction in case ofb breach with article 15, any dispute, controversy or claim arising out of or relating tot this Agreement, ort the performance orb breach thereof, including without! limitation contractual, tort and/or statutory claims shall enly be appropriate in. Jefferson County, Alabama, Biringham Division. Notwithstanding the foregoing, each Party shall have the rightt to commence an action orp proceedingi in a court of competent jurisdiction, subject to the tems oft this Agreement, inc ordert to seek and obtain ar restraining order ori injunction to enforce the confidentiality intellectual property provisions set forthi in the firstt twop paragraphs of article 15; nuclear use restrictions set forthi ina article 19, or  tos seek interim or conservatory measures noti involving monetary damages    VEOLIA  General Terms and Conditions - Pilot Equipment Rental and Services-US  1. Exclusive Terms and Conditions. Together with any or damage to the Pilot Rental Equipment, regardless oft the cause other tems the Parties agree to in writing, these General Terms ofsuchl loss or damage, includingi incidental or consequentiall losses and Conditions together with the last Pilot Proposal in order oft time resulting from instrument downtime, except where said loss or issued by the Lessor, form the exclusive terms ("Agreement") damage is caused by the negligence or wilful misconduct of the to Lessor other tems and conditions to which Lessor may not d) The Pilot Rental Equipment shall remainl Lessor's property ata all purchase order, invoice, suchs shall nota apply. This Agreementmay the Pilot Rental Equipment (save the right to use of the Pilot only be revised by a change order approved in writing by both Rental Equipment subject to the terms and conditions of this 2. Pilot Rental Equipment and Services. The Equipment Rental Equipment during the Pilot Study period, Lessee shall to be rented and the Pilot Services (together referred as Pilot promptly notify Lessor ofs such eventa and Lessees shall ins suchan Study Fees as described in the Pilot Proposal. Lessee shall pay i Cost to repair or replace, whichever is less, ofs such Pilot Rental Lessor for the Pilot Study fees in accordance with the payment Equipment, including incidental or consequential losses resulting based adjustment to prices orp payment amounts per the Payment (a) Lessee undertakes that, except with the prior written consent of Schedule, and Lessee shall deliver the adjusted guarantee within Lessor, the Pilot RentalE Equipments shallb be usedsolelyt toconduct five (5) days of request by Lessor. Late Payment may induce an the Pilots study forl Lessee or their Client as mentioned in the Pilot  whereby Lessor agrees to rent to lessee, the Equipment (Pilot Lessor. Rental Equipment) as statedi int the Pilot Proposal. IfLessee sends respond, including but not limited to those contained in Lessee's Parties. All ters not defined herein shall be defined in Lessor's Study) to be provideds shall be as set out int this Agreement  time and the Lessee shall have no right, title ori interesti in orto e) Inthe event ofl loss ort total constructive loss occuringt tot the Pilot event be liable to pay Lessor the aggregate total amount oft the The amount of unpaid Pilot Study fee due up to the date of  Agreement).  proposal.  following:  3. Pilot Study Fee andI Payment. Lessee agreest top payF Pilot loss, and. schedule as set forth in Pilot Proposal, net thirty (30) days from the from instrument downtime. date of Lessor's invoice. Lessor may require al Letter of Credit or other payment guarantee, in which case the stated amount oft the guarantee will be adjusted! by Lesseei int the event of any currency- 6. Lessee shall have no rights to make any deduction, retention, withhold or setoff relating to any payments due under this  LOCATION ANDI USE  interest rate ofs six (6) percent pery year.  Proposal and Pilot Rental Equipment shall at all times be and remain int the exclusive possession and control ofl Lessee att the mutually agreed location (Project Site). (b) Lessee undertakes to Provide a suitable location with a level surface at their facility for the operation of the Pilot Rental  Agreement.  4. Taxes and Duties Lessor shall be responsible for all Equipmentini its usual and customary manner andi in suchaway corporate taxes measured by net income due to performance of to ensure the proper Pilot Study services to be provided by the clearance and import duties, withholding tax or other charges of 7. Insurance. Lessee shall procure. and maintain the any nature whatsoever applicable to the transaction as the case following insurance during the tem oft this Rental Agreement: may be('Lessee Taxes"). The Agreement prices do not include (a) Loss or Damaget to Equipment- During the rental period, Lessee the amount of any! Lessee Taxes. Lessee shalli furnish Lessor with shall, ati its sole cost and expense, keep and maintain insurance evidence of tax exemption acceptable to taxing authorities if policies insuring against all risk of physical loss or damage, applicable, prior to execution oft the Agreement by both Parties or inclusive of but not limited to machinery breakdown, theft, fire, issuance by the Lessor of the order acceptance. Lessee's failure natural disaster, tot the Pilot Rental Equipment in an amount not a) The Lessor will arrange for transportation of the Pilot against loss or damage to persons or property or third-Party b) Unloading, loading and placement of the Pilot Rental broad from property damage, explosion, underground and Equipment of an altemate point of delivery, Lessee shall insurer. Lessee shall name the Lessor as additional insured compensate Lessor for any additional cost in implementing the ons such coverage with a mutual waiver of Subrogation. c) From the time the Pilot Rental Equipment is delivered to () Workman compensation insurance in accordance  or payment for work under this Agreement ('Lessor Taxes"). Lessee shall be responsible for all taxes, duties, fees, import  Lessor.  to provide evidence of exemption at time of order will relieve less $1,000,000.  Lessor of any obligation tor refundt taxes paid by Lessor. 5. Delivery, Title, Risk ofl Loss. Rental Equipment to and from the designated Project Site and will provide transit insurance coverage. Equipment at the designated Project Site willl be the responsibility ofLessee. The place of delivery specified hereins shall be firm and fixed, provided that Lessee may notify Lessor no later than forty- five (45) days prior to the scheduled shipment date of the  (b) General Liability- During the rental period, Lessee shall, ati its sole cost and expense, maintain general liability insuring property arising out of the operation and use of Pilot Rental Equipment. Coverage shall include premisesloperations. contractual liability to cover liabilities assumed hereunder, collapse property damage, and completed operations. Limits shall be no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance may not be cancelled except on 30 days advance written notice by the  change.  (c) Lessor shall provide:  thedesignated Project Site until the Pilot Rental Equipment is picked upb byL Lessor, the Lessee shall bear the entire risk ofloss  with the statutory requirementi in anyj jurisdiction for any Ancillary services on site and,  1  United States. Version 1- May 13th. 2024    VEOLIA  General Terms and Conditions - Pilot Equipment Rental and Services- - US  (i) Commercial General Liability insurance for bodily injury, death, andp property damagei int the amountof one million dollars ($1,000,000) per occurrence, General Maintenance; Modifications. a)Lessors shall ata allt times, ati its own expense, either: thatf fails duringt the Pilot Study or ordinary wear andt tear excepted.  C)T THE LESSEE, IN ENTERING INTO THIS AGREEMENT, DOES SO UNDER THE EXPRESS UNDERSTANDING AND ACCEPTANCE THAT NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, OF ANY KIND ARE MADE BY THE LESSOR RELATING TO PILOT RENTAL EQUIPMENT AND each Party shall indemnify and hold harmless the other Party, its death, or damage to orl loss oftangible property oft third parties to the extent caused by the negligent or other wrongful acts or  year anda aggregate  8. i) i)  SERVICES.  repaira any component oft the Pilot Rental Equipment 11. General Indemnity. To the extent permitted by law, provide any required replacement parts or spares officers, directors, agents and employees from and against any to enable Lessee to keep. the Pilot Rental and all claims, demand actions and causes of action, including Equipment in good and efficient working order, withoutl limitation, claims on account of personal injury, including  b) Costs associated with transportation of such repaired or omissions oft thei indemnifying party. Any claim fori indemnification replaced parts shall be the responsibility of the Lessor except if hereunder shall be subject to the following: () claim therefore such repair or replacement is attributable to the lessee in must be made withini fifteen (15) days after the indemnified party connection with any negligence, misuse, or mishandling of the leams (or by the exercise of reasonable diligence should have Pilot Rental Equipment or otherwise caused by the Lessee ori its leamed) thereof, (i) the indemnified party must provide c) In the event the repair or replacement of a part of the Pilot the defence and the negotiation ofa any compromise ors settlement, Rental Equipment is minor, and the Lessor may give written provided that the indemnified party may monitor such matters consent tot thel Lessee tor repair or replacet the defective part, The through counsel ofit its choice ati its owne expense. repaired orr replaced parts shall bet the responsibility ofL Lessee. 12. Compliance with Laws and Permits. d) Lessee shall, ata all times, use the Pilot Rental Equipment for comply with allg govemmental laws, regulations, requirements and the purpose for whichi ity wasi intended, and will comply with such rules applicable tot the Pilot Study. Lessee shall be responsible for damage to Pilot Rental comply with maintenance and operation procedures and manuals Equipment, incurred as ther result ofi improper handling, storage, ofthe Pilot Rental Equipmentp provided tol Lessee byl Lessor, obtain, Att thet time ofs suchr return, the Pilot Rental Equipment: shall bet free including the all such permits or licenses associated with the and clear of all liens and rights of others (except the rights of management or disposal of any wastes, discharges, or residues Lessor), and shall ber retumedi int the condition initially delivered by resulting from Lessee's. use of the Pilot Rental Equipment. Lessor all plans, specifications, operating manuals and other Agree and acknowledge that at not time shall Lessor be deemed documents furished by Lessor, including any replacement parts to have taken title to ort the responsibility for the management or or spares that may have been provided with the Pilot Rental disposal of any wastes, Hazardous Materials, influent water, any a) Lessor warrants that the services provided undert this Rental Project Site. Lessor does not take responsibility for and hereby Agreement will be performed in accordance with generally expressly disclaims responsibility for the characterzation or accepted and currently recognized practices, procedures and disposal of wastes, Hazardous Materials, ori for the identification, principles in the engineering and environmental services selection, or management of disposal facilities for any wastes. b) THE FLOTSTUDYANDANY RESULTOFI INFORMATION Foreign Corupt Practices Act (USA), Coruption ofF Foreign Public AREI MADEAVALABLETOTHE LESSEEHEREING ONAN"AS Officials Act (Canada), Anti-Comuption Act (Quebec), Bribery Act IS" BASIS, NO WARRANTIES, INCLUDING BUT NOT 2010 (UK) and Spain II law (France),lft the Lessee is in breach of LIMITED TO, IMPLIED WARRANTIES REGARDING with thea above-mentionedi regulation, the Lessor mayi immediately PERFORMANCE OR WARRANTES OF MERCHANTABLITY teminate this Agreement without notice and withouti incurring any PROCESS VALIDATION IS REQUIRED BEFORE b) Lessor agrees to comply with and to provide the Pilot Rental IMPLEMENTATION, LESSOR AND LESSEE SHALL Equipment and services in accordance with all applicable laws MUTUALLY. AGREE ON SUPPLEMENTAL TERMS TO THIS and regulatory requirements as oft the date oft the Agreement,  officers, employees, agents, and contractors.  reasonable cooperation in the defence thereof, and (i) the indemnifying party shall have the sole authority fort the direction of  costs incurred to affect the removal & reinstallation of such operating standards as are required and provided by Lessor.  a) Lessee undertakes to;  installation. 9.  give and maintain in effect, as appropriate, alll licenses, consents, approvals, notices, permits ando othera authorizations whicha areorwill be required inc ordert tol lawfully operate the Pilot Rental Equipment,  Return of Equipment; Condition Upon Return.  Lessor, excluding normal wear and tear. Concurrently, when (collectively, the' Authorizations"), and  Lessor picks upt the Pilot Rental Equipment, Lessees shall deliverto Equipment or during the Pilot Study period! by Lessee. 10. Service Warranty.  resultant product streams, wastewater streams, discharges, cleaning materials, or any other materials or substances processed by the Pilot Rental Equipment or otherwise located at  industries and to exercise the standard of care and quality  generally acceptedi ins such industries.  comply with all applicable laws, statutes, regulations relating to anti-bribery and ant-corruption including but not limited to the  OR FITNESS FORA PARTICULAR PURPOSE HAVE BEEN liability. GIVEN OR SHALL BE IMPLIED HEREIN. IF SPECIFIC  AGREEMENT. 2  United States, Version 1.May1 13th2 2024    VEOLIA legal obligation to comply.  General Terms and Conditions - Pilot Equipment Rental and Services-US  whether federal or municipal, to which Lessor has a direct Rental Equipment at the designed Project Site. Such license does breach or default of its obligations to the other Party under this For clarity, all observations, conclusions, deterinations, results, Agreement to the extent performance of such obligations is data, procedures, fommulas, compilations, methods, techniques delayed or prevented, directly ori indirectly, due to causes! beyond and processes, reports, software and other information obtained the reasonable control of the affected Party, including, but not or developed as a result of the Pilot Study whether in writing or limitedt to: acts ofGod, naturald disasters, unusually severe weather, otherwise, relatingt tot the Pilot Study(Proprietary and Confidential fire, terrorism, war (declared or undeclared) epidemics, material Information") must ber received andr maintained: asp proprietary and shortages, insurrection, act (or omissions) oft the other Party orthe Confidential Information of the Lessor as required thereunder. other Party's contractorsysuppliers: ora agents, any act (or omission) Such Proprietary and Confidential Information shall not (with the by any govemmental authority, strikes, labour disputes, exception ofa lawful order ofa a court of competent urisdiction or transportation: shortages, orvendornonperomance. The delivery as otherwise required by applicable law) be disclosed, directly or orp perfommance date shall be extended for ap period equal to the indirectly, by the Lessee except to those of its employees who time lost by reason of delay or non-performance, plus such need to receive such Proprietary and Confidential Information to additionalt time as may ber necessary to overcome the effectofthe enable the Lessee to evaluate the results oft the Pilot Study. The delay orr non-perforance. Ifdelivery orp perfommance is delayedf for Lessee shall not use orp perit the use ofa any ofs such Proprietary ap period exceeding 180 (one hundred and eighty) days, either and Confidential Information for any purpose other than to Party, may temminate this Agreement without further liability evaluate the results of the Pilot Study. All Proprietary and provided that! Lessor shall be paid an amounte equal to that which Confidential Information, including results, data, discoveries, wouldb bep payable tol Lessoru undert thea articlee entitled" Temination". inventions and improvements, whether or not IfLessor is delayed! by any acts (or omissions)oflessee, orb byt the copyrightable, any and all expressions of prerequisitey work ofLessee's other contractors ors suppliers, Lessor manuals, databases and allf forms ofcomputerk computer hardware, shall be entitled to an equitable adjustment in schedule, price and software, conceived, made, first reduced to practice, fimware or 14. Healtha and Safety. Lessor has fullr responsibility for the Studys shall bet the sole and exclusive property oft the Lessor. The safety of its employees and agents, including providing Lessora agrees thati itwillr not (with the exceptiono ofal lawful order of appropriate safetye equipment. As required, Lessees shall provide a court of competent jurisdiction or as otherwise required by Lessor's employees, who will be providing any onsite services applicable! law)o disclose thei identity oft the Lessee ort the: source of with any: site-specific safety instructions, policies, or guidelines. the Lessee Feed/nlet water to any third party without the prior Lessor's employees shall work cooperatively and follow any written consent of the Lessee. The obligations of confidentiality, directions or safety requirements provided by Lessee or Owner nondisclosure and limited use imposed herein prevail over any Lessee represents and warrants to the Lessor its ownership 16. Limitations on Liability. Notwithstanding anything else interest in Site works permits, Lessor unrestricted free, and clear contained int this Agreement, tot the maximum extent peritted access to the Site for the performance of this Agreement, and law, and regardless of whether a claim is based in contract by (including environmental) permits, licenses, variances and (including negligence or strict liability), statute, equity or any other further, has provided Lessora any available Site Data applicable to a) THE TOTAL LIABILITY OF LESSOR FOR ALL CLAIMS,  not extend tot the re-creation of the Pilot Rental Equipment or the manufacture ofs spares or consumables byl Lessee ort thirdp parties.  13. Excusable Delays. Neither Party shall be liable nor in  patentable programs, or  and/orp performance, as applicable.  developed by either party arising out of the conduct of the Pilot  while ont thel Project Site.  non-disclosure commitmentmade betweent thel Partiese elsewhere.  lessee has obtained, (or will timely obtain), or has caused to be (including warranty or obtained from Governmental Authorities all governmental authorzations necessary to proceed with the Pilot Study, and legalt theory: 15. Confidentiality, Intellectual Property. Both Parties agree tol keep confidential the other Party's proprietary non-public information, ifa any, which may be acquiredi in connection with this Agreement. Lessee will not, without Lessor's advance written consent, subject Pilot Rental Equipment tot testing, analysis, or any type ofr reverse engineering. Lessor retains alli intellectual property rights including copyright which it has in all drawings and data or other deliverables (includingtheF Pilot Rental Equipment)s suppliedo or developed undert this Agreement. Lessee agrees thati ity will not file patent applications on the Pilot Rental Equipment or any development ore enhancement oft the Pilot Rental Equipment, orof processes and methods of using the Pilot Rental Equipment, agrees that in any event, any such patents will not be asserted againstLessor. orits other clients basedu upon lease andu usec ofsuch Pilot Rental Equipment. Lessor grants to Lessee a nonexclusive, non-teminable, royalty free license to uset the intellectual property embeddedi int the Pilot Rental Equipment! leased toa andp paidf forb by the Lessee, as well as any drawings, design or data delivered to and paid for by Lessee, for the purposes of using, operating and  extra-contractual  tort liability,  indemnity).  the Pilot Study and other services ons site.  DAMAGES.DEMANDS. SUITS, CAUSES OF ACTIONS LOSSES, COSTS EXPENSES AND IOR LIABILITIES ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR USE OF ANY PILOT RENTAL EQUIPMENT OR SERVICES SHALLI NOT EXCEED1 THE: STUDYFEEI PAID BYLESSEE UNDER THIS AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF BREACH OF CONTRACT, GUARANTEE OR WARRANTY, TORT (INCLUDING NEGLIGENCE AND PROFESSIONAL NEGLIGENCE,PRODUCTLIABILITY, INDEMNITY, CONTRIBUTION, STRICT LIABILITY OR ARTICLE 15, NOTWITHSTANDING ANY OTHER PROVISIONTOTHE CONTRARYHEREIN, INNOEVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDINGWITHOUT  ANY OTHERI LEGAL THEORY;  without Lessor's express prior written pemission. Lessee further b) EXCEPT AS TOANY BREACH OF THE PROVISIONS IN  maintainingt the relevant Pilot  United States. Version 1. May 13th2024  3    VEOLIA  General Terms and Conditions - Pilot Equipment Rental and Services- - US  LIMITATION FOR LOSS OF PROFITS, REVENUES OR relating to this Agreement, ort the perfommance or breach thereof, PRODUCT, OR LOSS OF USE OF ANY PROPERTY including without! limitation contractual, tort and/or statutory claims (WHETHER BY THE SHUTDOWN, OPERATION. ATI LESS shall be submitted to the Court of the State of New York. THAN CAPACITY OR OTHERWISE), REGARDLESS OF Notwithstanding: the foregoing, each Party shall have the rightto WHETHER ANY OF THE FOREGOING DAMAGES ARE commence an action or proceeding in a court of competent BASED DIRECTLY OR INDIRECTLY UPON jurisdiction, subjecttot thet tems ofthis/ Agreement, inc order tos seek INDEMNIFICATION OR CONTRIBUTION, BREACH OF and obtain a restraining order or injunction to enforce the CONTRACT, STRICT LIABILITY, PRODUCT LIABILITY, confidentiality intellectual property provisions set forth in the first NEGLIGENCE OR OTHER TORTS, OR ANY OTHER two paragraphs of article 15; nuclear use restrictions set forth in THE PILOT RENTAL EQUIPMENT, PROVIDED THAT 19. EXPORT CONTROL/NO NUCLEAR USE LESSEE MAY CONTINUE TO ENFORCE A CLAIM FOR (a) Lessor's obligations are conditioned upon Lessee's  LEGAL THEORY ORI EQUITABLE CLAIM. C)LESSOR'S LIABILITY SHALL END UPONTHE RETURN OF WHICHITHAS GIVENN NOTICE PRIORT TO THAT DATEBY COMMENCING AN ACTION OR ARBITRATION, AS APPLICABLE UNDER THIS AGREEMENT, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUTI INI NOE EVENT-TO THE EXTENT PERMITTED BY APPLICABLEI LAW-LATER THAN FIVE (5) MONTHS AFTER COMPLETION OF THE 17. Termination. This Agreement and any performance pursuant to it may be terminated by either Party, and the consequences of such termination shall be as set out in the becomes insolvent, makes an assignment for the benefit ofi its creditors, has a receiver or trustee appointedi for the benefit ofi its creditors, or fles forp protection from creditors under any bankruptcy orii insolvency laws; or fails tor make any payment when due as required by this Agreement or commits ar material breach or defaultsinit its material obligations under this Agreement, and such defaulti isr noto cured within thirty (30) days ofv writtenr notice Upont the termination oft this Agreement by Lessee for cause () Lessor shall reimburse Lessee the difference between that portion oft the Agreement price allocable to the temminated scope andt the actuala amounts reasonablyi incurred! by! Lessee to complete thats scope, and ()L Lessee shall payt tol Lessor (a)t the portion oft the Agreement price allocable to the period of time the Pilot Rental Equipment was utilized, and/or (b)a amounts for Services perfommed beforet the effective date ofte temmination. Upont thet temination ofthis Agreement by Lessor for cause, Lessee shall payt tol Lessor within thirty (30)days ofreceiptofinvoice, thep priced ofallF Rental Equipment equal to all costs and expenses, including materials, work in charges assessed against Lessor by Lessor's sub-suppliers including reasonable overhead and profit on all such costs 18. Govering Law, Dispute Resolution. This Agreement shall be govemed under the laws oft the State of New York. Inthe event of a dispute concering this Agreement, the complaining Party shall notify the other Party in writing thereof. Management levelrepresentalives: ofbothF Partiess shallmeeta ata ana agreedl location  article 19, or to seek interim or conservatory measures not  involving monetary damages.  compliance with all applicable trade control laws and regulations including those oft the United States, European Union, Canada: and United! Nations. Additionally, Lessees shall nots sell, distribute, disclose, release or otherwise transfer any item or technical data provided under this agreement to: () any country designated as a "State Sponsor ofl Terrorism" by the U.S. Department of State including, for this Agreement, thecountries ofNorth! Korea ()anye entityl locatedi in, orowned by an entity located in, a "State Sponsor of Terrorism" country, North Korea, (ii) the region of Crimea, Donetsk People's Republic (DNR), Luhansk People's Republic(LNR), Kherson, Zaporizhzhia regions of Ukraine or (iv) any person orentity! listed ont the' "Entity List" or"Denied Persons List' the list of "Specifically Designated Nationals and Blocked Persons" maintained by any other applicable prohibited party list, such as those provided by the US, EU and United Nations. The Lessee hereby certifies that the work, technical data, software or otheri information or assistance furnished by thel Lessor ori its Affiliates undert this contract will not be used int the design, development, production, stockpiling or use of chemical, biological or nuclear weapons either by the Lessee orby anye entity acting ont the Lessee's behalf. (b) Ifthe applicable trade controll laws and regulations designate any person or entity involved in business activity between [and/or includingl the Lessee and Lessor, 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, and the parties will work towards achieving compliance or will teminate the agreement and work to effect a mutually agreeable and orderly process fors sucht temmination and/orv winding downt the intended for use in connection with any nuclear facility or activity, the Lessee warrants that it shall not use or pemit others to use the Equipment or Services for such purposes, without the advance written consent ofl Lessor. If, inb breach of this, any such use occurs, Lessor (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 ofl Lessor, Lessee shall indemnify and hold Lessor (and its parent, affiliates, suppliers and supcontacos)namiess againsta alls suchl liability.  PILOTS STUDY PERIOD.  next paragraph, ift the other Party:  fromi the other Party.  business activity.  or Services delivered att the date of temination, plus an amount (c) Equipment rented and Services sold by Lessor are not  progress anda any cancellation and expenses  to attempt tor resolve the dispute ing goodf faith. Should the dispute 20. Changes; Should the Lessee request additional not ber resolved withint thirty (30) days afters such notice, and except services not enumerated in the Pilot Proposal, or should the for claims fori injunctive relief which may be submitted to any court Lessor believe that its efforts to comply with instructions, ofcompetentjursdicion: in case ofbreachv withs section, any dispute, interpretations or communications from Client any constitute a  controversy ord claima arising outo ofor  United States. Version1 1.May1 13th2 2024  4    VEOLIA  General Terms and Conditions - Pilot Equipment Rental and Services US  change int the Testing as providedi int the Pilot Proposal, the Lessor conditions herein shall be deemed null and void. This Agreement shall notify the Lessee in writing of said belief within 10 business may not be modified except by an amendment in writing, signed days after Lessee becomes aware of such instruction, by both parties. The headings in this Agreement are for communication or interpretation. All changes to the Pilot Study convenience ofr reference only and do not limit or otherwise affect shall be subjectt to mutual agreement via a written change order or any of the terms or provisions oft this Agreement. Ifany provision variation, which shall only become effective once signed by both of this Agreement is held to be illegal, invalid or unenforceable, Parties. The scope, Agreement price, schedule, and other that provision will be fully severable, and this Agreement will be provisions will be equitably adjusted to reflect additional costs or construed and enforced as if the illegal, invalid or unenforceable obligations incurred by Lessor resulting from such change, in provision never comprised a part of this Agreement; and the Lessee's site-specific requirements or procedures, or in industry remaining provisions oft this Agreement will remain inf full force and specifications, codes, standards, applicable laws or regulations effect. Furthermore, in lieu oft the illegal, invalid or unenforceable Should the Parties fail to reach to an agreement on the matter, provision, there will be added automatically as part of this either Party may, by written notice tot the other, invoke the dispute Agreement a provision as similar ini its terms to the illegal, invalid  resolution provisions in Article 18. 21. MISCELLANEOUS Client.  or unenforceable provision as may be possible and be legal, valid  and enforceable.  a. The Agreement and theset terms and conditions may not be amended except by mutual written agreement of Veolia and b. No course of performance or failure to strictly enforce any term shall be construed as a waiver thereof. Waiver of any term shall not constitute a waiver of any other term or a C. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent oft the non- assigning party. Any attempted assignment in violation of the foregoing provision shall be nulla and void and ofnol legaleffect. The Agreement, including its Attachments, shall be binding on the respective successors, and permitted assigns of the parties. d. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all ofwhich together shall be deemed to be one and the same e. Any written notice or other written information to be communicated pursuant to or in connection with this Agreement shall be delivered by reputable overnight courier or certified mail, or electronic emails, return receipt requested, to the addresses appearing on the signature page oft this Agreement. Non-Solicitation. Neither Party shall, during the Term of this Agreement and for a twelve (12) month period after the expiry ore early termination oft this Agreement, whether directly or indirectly, employ and/or solicit, engage or entice away (or endeavour to do so) any individual involved on any matters related to the Testing hereinto under this Agreement and who was, during the Term oft this Agreement, an officer ore employee from the other party or its Affiliates. This provision is considered reasonable by the Parties in all respects and shall be g. This Agreement, together with last Pilot Proposal in order of time issued by the Lessor, together with any other terms the Parties agree to in writing, comprises the full and complete agreement with respect to the Pilot Equipment Rental and the related services and shall supersede and cancel all prior agreements between the parties hereto, whether expressed or implied, or whether written or oral or any conficting language from any documents created, submitted ors sent! by Lessee. Not terms and conditions on Lessee's request for proposal, purchase order, invoices or any other documentation shall modify or change in any way the terms and conditions agreed toi int this Agreement; any such terms and conditions inconsistent with thet terms and  continuing waiver.  instrument.  f.  enforceable accordingly.  5  United States. Version 1,May 13th2024