HomeMy WebLinkAboutItem 15 Approval to Replace Mechanical Components in Clarifier 3Meeting Date: November 7, 2023
Item #: 15
Contact Name: Trent Hopper Department Director: Jamie Croteau
Contact Number: Ext. 4306 City Manager: Robert Frank
Background Summary:
The approved American Rescue Plan Act (ARPA) project list includes the funds to replace the mechanical
components in Clarifier 3 at the City of Ocoee Wastewater Treatment Plant (WWTP). This project includes
the replacement of the motors, controls, and gearboxes in both of the Clarifiers. Staff reached out to Veolia
Water Technologies, the original designer of the WWTP and Sole Source vendor for Kruger wastewater
treatment plant parts, who provided a quote of $168,408.65 (Quote#102523) to upgrade Clarifier 3. Clarifier
1's components were previously replaced.
Issue:
Should the Honorable Mayor and City Commissioners approve replacing the mechanical components in
Clarifier 3 at the WWTP with Veolia Water Technologies at a cost of $168,408.65?
Recommendations:
Staff recommends that the Honorable Mayor and City Commissioners authorize the City Manager to cause the
replacement of the mechanical components in Clarifier 3 at the WWTP with Veolia Water Technologies at a
cost of $168,408.65. Staff also recommends that the City Manager be authorized to approve changes to this
contract/project up to the amount of the budget set for this project.
Attachments:
1. Veolia Quote
Financial Impacts:
This project is fully funded through the ARPA grant.
Type of Item: Consent
City of Ocoee • . Avenue - Ocoee, Florida 34761
Phone:41 90 0i • •-- • a
Veolia Water Technologies, Inc. (dba Kruger)
1500 Garner Road, Suite C
Raleigh, North Carolina 27610 USA
PHONE 888-578-4378 FAX 919-661-4568
EMAIL: usmunicipalsupport@veolia.com
To Trent Hopper
Ocoee WWTP FL
1800 AD Mims Road
Ocoee, FL 34761
1.407.427.3054
Thopper@ocoee.org
QUOTE NO. 102523
DATE: 10.25.23
EXPIRATION DATE: 11.25.23
THIS QUOTE IS VALID FOR .30 DAYS
FROM: Tony Cook
Customer Solutions Manager - Southeast USA
Mobile: 919.931.9044
Email: tony.cook@veolia.com
AAC i Ocoee WWTP clarifier rebuild s 30% down at time of order. DDP
Net 30 Days Prepaid Et Add Destination
Hi -Tech 65-FT CLARIFIER REBUILD (price is for each or one (1) Clarifier):
SCOPE OF WORK:
ON -SITE REMOVAL: Block and disconnect Rakes and Tower from Drive;
Modify Catwalk platform; Remove Primary, Secondary, and Final Ring Gear
Drives; Supply 55-T Crane Et Operator; Load and transport to CMIS. 4-men
for three days. MPN AALRGU316228
SHOP -REBUILD: Procure All New Drive Components; Procure All New
Squeezes ; Prep all components for Assembly; Assemble Drive; Load Et
Transport to Ocoee FL WWTF. All Inspection Et QC documents to be
submitted to Trent Hopper. MPN AALRGU316228
ON -SITE INSTALL: Install New Primary, Secondary, and Final Ring Gear
Drives; Install New CMIS Supplied Stainless Steel Squeegees, align Rakes Et
Tower; Supply 55-T Crane Et Operator; 4-men three days. Start up and
operate Dry for 6 hours; Admit flow, monitor operation, Inspect skimmer
efficiency Et adjust as required. All final settings Et QC documents to be
provided to Trent Hopper. MPN AALRGU316228
NOTE:
1.) EST Lead time 8-10 Weeks.
After Receipt of Actual Purchase Order, we can more accurately identify
parts delivery and on -site schedule.
2.) Payment Terms: 30% at receipt of order. Balance Net 30 days after
completion.
"Confidential, Do not share with third parties'
ALL PRICES SUBJECT TO COST AND AVAILABILITY AT TIME OF ORDER.
PRICES QUOTED ABOVE DO NOT INCLUDE SHIPPING, BROKERAGE,
CUSTOMS DUTIES Et FEES, START UP SERVICES, APPLICABLE TAXES.
SUBTOTAL
ESTIMATED
FREIGHT
SALES TAX
TOTAL
8 - 10 WEEKS
$31,808.77
$102,377.83
$34,222.05
$168,408.65
...................................
If applicable
...................................
If applicable
...................................
$168,408.65
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Quotation prepared by:
To accept, sign here and return":
Purchase Order Number to reference (Optional):
PLEASE NOTE:
A signed Quotation is required to process order.
If you submit a PO, please reference Veolia Water
�� Technologies, Inc. (dba Kruger) Quotation number
to process order.
Veona Water Technologies, Inc (dba Kruger) - The Quote is for Parts Only. The pricing is expressly contingent upon the items in this quotation 11
are subject the attached Veoha Water Technologies, Inc. (dba Kruger) Standard Terms of Sale for Parts Orders as detailed herein. No additional
terms contained within Owner's and/or Engineer's Plans Et Specifications shalt apply to nor become a part of this Quote.
VEOLIA WATER TECHNOLOGIES, INC. (DBA KRUGER) - STANDARD TERMS OF SALE - PARTS ORDERS
1. APPLICABLE TERMS. These terms govern the purchase and sale of the equipment and related services, if any (collectively, "Equipment"),
referred to in Seller's purchase order, quotation, proposal or acknowledgment, as the case may be ("Seller's Documentation"). Whether these
terms are included in an offer or an acceptance by Seller, such offer or acceptance is conditioned on Buyer's assent to these terms. Seller
rejects all additional or different terms in any of Buyer's forms or documents.
2. PAYMENT. Buyer shall pay Seller the full purchase price as set forth in Seller's Documentation. Unless Seller's Documentation provides
otherwise, freight, storage, insurance and all taxes, duties or other governmental charges relating to the Equipment shall be paid by Buyer. If
Seller is required to pay any such charges, Buyer shall immediately reimburse Seller. All payments are due within 30 days after receipt of
invoice. Buyer shall be charged the lower of 1 1h% interest per month or the maximum legal rate on all amounts not received by the due date and
shall pay all of Seller's reasonable costs (including attorneys' fees) of collecting amounts due but unpaid. All orders are subject to credit
approval.
3. DELIVERY. Delivery of the Equipment shall be in material compliance with the schedule in Seller's Documentation. Unless Seller's
Documentation provides otherwise, Delivery terms are DDP, Prepaid & Add Destination
4. OWNERSHIP OF MATERIALS. All devices, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and
other documents or information prepared or disclosed by Seller, and all related intellectual property rights, shall remain Seller's property. Seller
grants Buyer a non-exclusive, non -transferable license to use any such material solely for Buyer's use of the Equipment. Buyer shall not disclose
any such material to third parties without Seller's prior written consent.
5. CHANGES. Seller shall not implement any changes in the scope of work described in Seller's Documentation unless Buyer and Seller agree in
writing to the details of the change and any resulting price, schedule or other contractual modifications. This includes any changes necessitated
by a change in applicable law occurring after the effective date of any contract including these terms.
6. WARRANTY. Subject to the following sentence, "Supplier warrants to Purchaser that the Equipment shall materially conform to the description
in Supplier's RFP and shall be free from defects in material and workmanship. Supplier shall have no other liability to Purchaser under warranty,
tort or any other legal theory. If Purchaser gives Supplier prompt written notice of breach of this warranty within ninety days (90) on electrical
supplies, one (1) year on mechanical supplies from delivery, (the "Warranty Period"). Supplier shall, at its sole option and as Purchaser's sole
remedy, repair or replace the subject parts or refund the purchase price thereof. If Supplier determines that any claimed breach is not, in fact,
covered by this warranty, Purchaser shall pay Supplier its then customary charges for any repair or replacement made by Supplier and there
shall be a thirty-five percent (35%) re -stocking charge. Supplier's warranty is conditioned on Purchaser's (a) operating and maintaining the
Equipment in accordance with Supplier's instructions, (b) not making any unauthorized repairs or alterations, and (c) not being in default of any
payment obligation to Supplier. Supplier's warranty does not cover damage caused by chemical action or abrasive material, misuse or improper
installation. THE WARRANTIES SET FORTH IN THIS SECTION ARE SUPPLIER'S SOLE AND EXCLUSIVE WARRANTIES AND ARE
SUBJECT TO THE LIMITATION OF LIABILITY BELOW. SUPPLIER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE."
7. INDEMNITY. Seller shall indemnify, defend and hold Buyer harmless from any claim, cause of action or liability incurred by Buyer as a result of
third party claims for personal injury, death or damage to tangible property, to the extent caused by Seller's negligence. Seller shall have the sole
authority to direct the defense of and settle any indemnified claim. Seller's indemnification is conditioned on Buyer (a) promptly, within the
Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation in the defense of any claim.
& FORCE MAJEURE. Neither Seller nor Buyer shall have any liability for any breach (except for breach of payment obligations) caused by
extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers, failure
of normal sources of supply, act of government or any other cause beyond such party's reasonable control.
9. CANCELLATION. If Buyer cancels or suspends its order for any reason other than Seller's breach, Buyer shall promptly pay Seller for work
performed prior to cancellation or suspension and any other direct costs incurred by Seller as a result of such cancellation or suspension.
10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND SELLER'S TOTAL LIABILITY ARISING AT
ANY TIME FROM THE SALE OR USE OF THE EQUIPMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE EQUIPMENT.
THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY.
11. MISCELLANEOUS. If these terms are issued in connection with a government contract, they shall be deemed to include those federal
acquisition regulations that are required by law to be included. These terms, together with any quotation, purchase order or acknowledgement
issued or signed by the Seller, comprise the complete and exclusive statement of the agreement between the parties (the "Agreement") and
supersede any terms contained in Buyer's documents, unless separately signed by Seller. No part of the Agreement may be changed or
cancelled except by a written document signed by Seller and Buyer. No course of dealing or performance, usage of trade or failure to enforce
any term shall be used to modify the Agreement. If any of these terms is unenforceable, such term shall be limited only to the extent necessary
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to make it enforceable, and all other terms shall remain in full force and effect. Buyer may not assign or permit any other transfer of the
Agreement without Seller's prior written consent. The Agreement shall be governed by the laws of the State of North Carolina without regard to
its conflict of laws provisions.
12. Veolia takes all issues surrounding probity and confidentiality very seriously in all of its dealings with competitors and stakeholders. In this spirit
and for the sake of transparency, we inform you that the publicly traded parent company Veolia Environnement S.A., recently acquired a 29.9%
interest in Suez S.A ("Suez") and launched a public bid for the remainder of Suez' share capital. Consistent with our commitment to competition
law compliance, Veolia will continue to act entirely independent of Suez until all relevant antitrust approvals of Veolia's acquisition of Suez have
been obtained and we will of course let you know if this would change before the end of the tender proceedings. Specifically, none of Veolia's
representatives sit on the board of Suez, Veolia has no influence over the strategy or operations of Suez, and Veolia has no access to
competitively sensitive information about Suez's operations. Accordingly, Veolia's ongoing project to acquire Suez will have no effect on our
participation in, or response to, this tender.
VEOLIA WATER TECHNOLOGIES, INC. (DBA KRUGER) - STANDARD TERMS OF SALE - SERVICE ORDERS
The terms and conditions set forth below govern all work or services requested by Client as described and set forth in the Quote of Veolia Water
Technologies, Inc. ("Veolia") attached hereto. The provisions of said Quote govern the scope of services to be performed, including the time
schedule, compensation, and any other special terms.
These terms and conditions shall apply unless expressly stated to the contrary or inconsistent with said Quote.
1. COMPENSATION. For services performed on a lump sum basis, Client agrees to compensate Veolia in accordance with the payment schedule
(milestone payments or otherwise) specified in the Quote.
2. INVOICES AND PAYMENT. Unless otherwise stated in the Quote, invoices will be submitted as work is performed and payment is due within thirty
(30) days of the invoice. Payment of invoices shall be in U.S. dollars. Client shall notify Veolia within fifteen (15) days of receipt of invoice of any
charges associated with the invoice that Client disputes and contends that Client does not owe to Veolia. If Client so notifies Veolia, and if only a
portion of the invoice is disputed, Client shall pay the undisputed portion within thirty (30) days of receipt or such portion shall be deemed
delinquent. Any charges disputed by Client in good faith will not be deemed delinquent. However, should Veolia have to resort to legal action to
collect disputed charges and Veolia is successful in such action, then Veolia will be entitled to recover its legal fees and expenses and collect
interest at the rate of one and one-half (1-1/2%) percent per month on the collected disputed charges beginning thirty (30) days after receipt by
Client of the invoice first containing the collected disputed charge. Client will be charged interest at the rate of one and one-half (1-1/2%) percent
per month on the unpaid balance on all delinquent invoices. In the event that Client terminates or suspends Veolia's services or work prior to
completion, Client shall pay, upon demand by Veolia, all outstanding invoices. Invoices not paid on demand when services are terminated or
suspended shall be deemed delinquent. All costs and expenses, including reasonable legal fees and personnel costs incurred by Veolia to collect
charges associated with delinquent invoices, or which are in dispute between Client and Veolia, shall be paid by Client. Veolia reserves the right to
cease or suspend any or all work or services under this Agreement, upon five (5) days' written notice to Client, in the event Client fails to pay
Veolia's invoices to Client when due and payable under this Agreement or if, in the Veolia's reasonable opinion, Client's financial condition or other
circumstances reasonably suggest a future inability to pay and, thus, do not warrant Veolia's ongoing performance of its work or services.
3. INDEPENDENT CONTRACTOR. Veolia shall be an independent contractor and shall be fully independent in performing the services or work and
shall not act or hold itself out as an agent, servant or employee of Client. This paragraph applies equally to Client.
4. VEOLIA'S LIMITED WARRANTY FOR SERVICES. The sole and exclusive warranty which Veolia makes with respect to the services is that the
same shall be performed in accordance with generally accepted professional practices, and in compliance with the specifications provided to Veolia
by Client; but only to the extent disclosed to and accepted by Veolia. Claims for defects, deficiencies, errors or omissions or any other claims for
defective services must be made in writing within thirty (30) business days of Client's discovery of such alleged defect, deficiency, error or omission
or other claim (including defects that would have been discovered by a reasonably prudent investigation). In the event Veolia's performance of the
services or any portion thereof, fails to conform to the above stated limited warranty, Veolia shall expeditiously initiate re -performance of the
nonconforming services, or upon the mutual agreement of the parties, refund the amount of compensation paid to Veolia for such nonconforming
services.
THE FOREGOING ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY VEOLIA, AND ARE IN LIEU OF ALL OTHER
WARRANTIES. VEOLIA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER STATUTORY, WRITTEN
OR ORAL. VEOLIA DISCLAIMS, AND CLIENT WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE.
5. CLIENT'S WARRANTY. Client warrants that a) it will provide to Veolia all available information regarding the site, structures, facilities, buildings
and land involved with the work and that such information shall be true and correct; b) that all work (which it performs that is likely to affect Veolia's
work, if any) shall be performed in accordance with generally accepted professional practices; c) and it has title to or will provide right of entry or
access to all property necessary to perform the work.
6. INDEMNITY. Subject to the limitations set forth in Section 8 below, Veolia shall indemnify, defend and hold Client harmless from any claim, cause
of action or liability incurred by Client as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused
by Veolia's negligence or willful misconduct. Veolia shall have the sole authority to direct the defense of and settle any indemnified claim. Veolia's
indemnification is conditioned on Client (a) promptly notifying Veolia of any claim, and (b) providing reasonable cooperation in the defense of any
claim. Subject to the limitations set forth in Section 8 below, Client agrees to indemnify, defend and hold Veolia harmless from and against any
claim, cause of action or liability incurred by Veolia as a result of death or bodily injuries to any person, destruction or damage to any tangible
property caused by Client's negligence or willful misconduct.
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7. ENVIRONMENTAL INDEMNIFICATION PROVISION. Client agrees to indemnify, defend, and hold harmless Veolia from and against all losses,
liabilities, claims, suits, costs, damages, investigation and clean-up costs, fines, penalties, including reasonable attorneys' fees, resulting from or
relating to the actual alleged or threatened discharge, escape or release of toxic, hazardous, offensive, or dangerous materials, substances,
chemicals or wastes at, on, into, or from the Property or facilities, except to the extent that any such loss is caused by the negligence or willful
misconduct by Veolia or its officers, directors, or employees. This provision shall survive the expiration or termination of this Agreement and the
Contract for any reason.
8. CONSEQUENTIAL DAMAGES/LIMITATION OF LIABILITY. Neither Party shall be liable to the other for loss of anticipated or actual profit, loss of
revenue, loss of use, loss of production, business interruption or any similar damage or for indirect, special, incidental, consequential, exemplary or
punitive damages of any kind whether arising in contract, in tort (including negligence), or by operation of law. Veolia's total liability, whether arising
from or based upon breach of warranty, breach of contract, tort, including negligence, errors and omissions, strict liability, indemnity or any other
cause or basis whatsoever, is expressly limited to the net fee received by Veolia. This provision limiting Veolia's liability shall survive the
termination, cancellation or expiration of the Agreement.
9. INSURANCE. During the performance or services or work under this Agreement, Veolia will, at its own expense, carry Workers' Compensation
Insurance/Employer's Liability Insurance within limits required by law; Commercial General Liability Insurance for bodily injury and for property
damage; and Comprehensive Automobile Liability Insurance for bodily injury and property damage. At Client's request, Veolia shall provide a
Certificate of Insurance demonstrating Veolia's compliance with this section. Such Certificate of Insurance shall provide that said insurance shall
not be reduced in coverage or canceled until at least ten (10) days after written notice has been provided to Client.
10. FORCE MAJEURE. Neither party shall be responsible or liable to the other for default or delay in the performance of any of its obligations
hereunder (other than the payment of money for services already rendered) caused in whole or in part by strikes or other labor difficulties or
disputes; governmental orders or regulations; war, riot, fire, explosion; terrorism, acts of God; extreme weather, storms named by NOAA, or any
other causes which are beyond the reasonable control of the respective party. In the event of delay in performance due to any such cause, the time
for completion will be extended by a period of time reasonably necessary to overcome the effect of the delay. The party so prevented from
complying shall within a reasonable time of its knowledge of the disability advise the other party of the effective cause, the performance suspended
or affected and the anticipated length of time during which performance will be prevented or delayed and shall make all reasonable efforts to
remove such disability as soon as possible, except for labor disputes, which shall be solely within said party's discretion. The party prevented from
complying shall advise the other party when the cause of the delay or default has ended, the number of days which will be reasonably required to
compensate for the period of suspension and the date when performance will be resumed. Any additional costs or expenses accruing or arising
from the delaying event shall be solely for the account of Client.
COVID-19: Veolia shall not be held liable in the event of a non-compliance with its obligations set forth herein to the extent such non-compliance
is due to the consequences of the Covid-19 pandemic including without limitation (i) obligation to comply with the legislation enacted or measures
taken by the authorities to address the Covid-19 pandemic (including mandatory closures, requisitions, transport limitations, social distancing
requirements), (ii) observance of hygiene and security rules and recommendations resulting from the Covid-19 pandemic, (iii) inability to supply or
distribute to relevant personnel appropriate personal protective equipment for the tasks to be performed, as a result of shortages of supply
resulting from the Covid-19 pandemic, (iv) inability of a Veolia subcontractor or supplier to comply with its obligations for the reasons mentioned
above; and to the extent the resulting impediments cannot be reasonably overcome."
In the event such consequences of the Covid-19 pandemic render Veolia's performance hereunder more onerous than could have been
anticipated at the date hereof the parties shall negotiate alternative contractual terms, including for delivery/performance dates or service levels,
which reasonably allow for the impact of the consequences of the Covid-19 pandemic referred to hereinabove.
11. NOTICE. Any notice, communication, or statement required or permitted to be given hereunder shall be in writing and deemed to have been
sufficiently given when delivered in person or sent by United States mail or email, to the physical or email address of the party for whom it is
intended, or to such other address for either party as the party may by written notice designate.
12. ASSIGNMENTISUBCONTRACT. Neither party hereto shall assign this Agreement or any part thereof or any interest therein without the prior
written approval of the other party hereto (except in the event that substantially all of the assets of the Client's facility are sold). Veolia shall have
the right to subcontract any portion of the work.
13. MODIFICATION. In the event modifications and/or changes are requested by Client after services have been performed, which, modifications
and/or changes are through no fault of Veolia, or in the event additional work not covered by the Agreement is requested by Client, Veolia shall
have the right to review such requests and notify Client of the effect on price, schedule or any other obligations assumed by Veolia under this
Agreement. Subject to the availability of required resources and on a schedule compatible with Veolia's other schedules and commitments, Veolia
shall initiate work on any such changes.
14. DELAYED AGREEMENTS AND INFORMATION. The performance by Veolia of its obligations under this Agreement is contingent upon the Client
performing its obligations in a timely manner and cooperating with Veolia to the extent required for completion of the work. Delays by Client in
providing information or approvals, or performing its contractual obligations may result in an adjustment of contract price and schedule.
15. CONSTRUCTION PHASE. To the extent the work is related to or followed by construction work by others, Veolia shall not be responsible for the
means, methods, techniques, schedule, sequences or procedures of construction contractors, or the safety precautions and programs incident
thereto, and shall not be responsible for the construction contractor's failure to perform the work in accordance with its contractual requirements.
Veolia will not direct, supervise or control the work of Client's contractors or Client's subcontractors.
16. REPORTS, DOCUMENTS AND INFORMATION. All devices, designs (including drawings, plans and specifications), estimates, prices, notes,
electronic data and other documents or information prepared or disclosed by Veolia, and all related intellectual property rights, shall remain Veolia's
property. Veolia grants Client a non-exclusive, non -transferable license to use any such material solely for Client's use of the work. Client shall not
disclose any such material to third parties without Veolia's prior written consent.
17. LIMITED USE OF REPORT. Any report prepared as part of the work will be prepared solely for the use of Client. Third parties are not to rely upon
the report, unless both Veolia and Client consent in writing to such reliance. In the event that Client provides the report to a third party without
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Veolia's written consent, Client will indemnify Veolia for any resulting loss or harm
18. DISPOSAL OF CONTAMINATED MATERIAL. It is understood and agreed that Veolia is not, and has no responsibility as, a generator, operator,
owner, treater, or storer of pre-existing substances or wastes found or identified at work sites. Veolia shall not directly or indirectly assume title to
such substances or wastes and shall not be liable to third parties alleging that Veolia has or had title to such materials. Client will indemnify and
hold harmless Veolia from and against all incurred losses, damages, costs and expenses, including but not limited to attorneys' fees, arising or
resulting from actions brought by third parties alleging or identifying Veolia as a generator, operator, storer, treater or owner of pre-existing
substances or wastes found or identified at work sites.
19. SUSPENSION OR TERMINATION. In the event the work is terminated or suspended by Client prior to the completion of the services contemplated
hereunder, Veolia shall be paid for: (i) the services rendered to the date of termination or suspension, (ii) the demobilization costs, (iii) the costs
incurred with respect to non -cancelable commitments, and (iv) reasonable services provided to effectuate a professional and timely project
termination or suspension.
20. GOVERNING LAW. This Agreement shall be governed by and interpreted pursuant to the laws of the State of North Carolina. Any litigation shall be
heard in a state or federal court in Wake County, North Carolina.
21. HEADINGS AND SEVERABILITY. Headings preceding the text of enumerated sections are inserted solely for convenience and shall not constitute
a part of the Agreement nor affect the meaning, content, effect or construction of this Agreement. Every part, term or provision of this Agreement is
severable from all others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is
invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts,
terms and provisions shall not be affected thereby.
22. MISCELLANEOUS. Veolia takes all issues surrounding probity and confidentiality very seriously in all of its dealings with competitors and
stakeholders. In this spirit and for the sake of transparency, we inform you that the publicly traded parent company Veolia Environnement S.A.,
recently acquired a 29.9% interest in Suez S.A ("Suez') and launched a public bid for the remainder of Suez' share capital. Consistent with our
commitment to competition law compliance, Veolia will continue to act entirely independent of Suez until all relevant antitrust approvals of Veolia's
acquisition of Suez have been obtained and we will of course let you know if this would change before the end of the tender proceedings.
Specifically, none of Veolia's representatives sit on the board of Suez, Veolia has no influence over the strategy or operations of Suez, and Veolia
has no access to competitively sensitive information about Suez's operations. Accordingly, Veolia's ongoing project to acquire Suez will have no
effect on our participation in, or response to, this tender.
23. ENTIRE AGREEMENT. The terms and conditions set forth herein, along with the Quote, constitute the entire Agreement and understanding of the
parties relating to the work or services provided by Veolia to Client, and merge and supersede all prior agreements, commitments, representations,
writings and discussions between them, and shall be incorporated in all work orders, purchase orders and authorizations unless otherwise so
stated by typed or handwritten, but not by pre-printed, words therein. The terms and conditions may be amended only by a written instrument
signed by both parties.
24. ESCALATION. If during the performance of the contract, the price of labor, material, freight, and other costs significantly increase, through no fault
of Veolia, the price shall be equitably adjusted and subject to escalation. A significant price increase shall mean any price increase from proposal
date to material procurement greater than 2.0% from stated prices. Delays and costs associated with a Force Majeure event shall also be equitably
adjusted and subject to a change in price and/or schedule. Escalation to be based on cost increases, (without additional profit, overhead or margin)
and shall include labor, material, freight, and other costs to Veolia that occur in the specified time period. Any revisions or changes requested by the
customer will be priced on a case -by -case basis. Such price increases shall be documented through third party sources.
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