HomeMy WebLinkAboutContract 63630CSC No. 63630
FORTWORTH.
VENDOR SERVICES AGREEM i NT
This VENDOR SERVICES AGREEMENT f'Agreemclrt") is made and critered into by and
between the CfFY OF )tC1ICF WORTH C'City' }, $'texas home rule municipal corporation, acting by and
through its duly authorised Assistant City Manager, and Aria Filtra, a Division of Tmjan Technologies
C nrpnrution FKA Pall Technologies ("Vendor") authorized to conduct business in Texas, acting by and
lhrOUgh its duly authorized representative, each individually refeired to as a "pally" and collectively
rcfi; rrod to as the "parties."
AGIUVEMEIY'r DOC:UMEl4IS:
The Agreement doculntnts include the following;
1. This Vendor Services Ag=inent;
2. Exhibit A —Vendor's Proposal dated February 26,2025, Revision 3;
3. Exhibit B — Lnsurrance Form,
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Ag�cerrlent for
all purposes. In the evenft of any conflict bctwecn the terms and conditions of Exhibits A or B and the terms
and conditions set forth in the body ofthis Agreement, the terms and conditions ofthis A.grccinent control.
I. Scone of Services. Prepare shop drawings and provide two Aria Filtra W' transverse
membrane racks, four t 4" quad rack extensions for existing Ini mxnbrane racks 01 to #4, spare parts, shipping,
installation inspection, cnnbnls and integration programming, and performance testing (".Services), which
are set forth in mote detail in Exhibit "A," attached hereto and ineorporahxT herein for all purposes.
2. Term. Vie Ap-eement is effective beginning on the date that it is executed by the City's
Assistant City Managur ('Effective Date") and, unless terminated earlier in actordance with this
Agro meat, shah coati nucc in force and effect until such time as Vendor eomplctcs its Services,
3. Comnensaflon.
3.1 Total compensation under this Agreement will not exceed Two Million f our
Hundred Thousand Four Hundred and Six Dollars and Eighteen Cents
($2,011406.1 N)-
3.2. City will pay Vendor in accordance with the Prompt Paymcl)t Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit "A,"
which is attached hereto and incorporated herein for all purposes,
3.3 Vendor will not perform any additional services or bill fear expenses incurred for
City not specified by this Agrecment unless City requests and approves in writing the
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agmwwnl (W stsidc 1'dTP) FT. WORTH, TX p� 1 of 12
additional uGsis for such scrvic�cs. City will not be liable for any additional expenses of
Vendor not specified by this AgreeuentunlessCity first approves .9 uch expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agrcc ent at any tilnc and for
any reason by providing the other party with 30 days' written notice of terminat ion.
42 Non-aravronriation of Funds. In the event no fiends or insufiieiont funds arc
appropriated by City in any fiscal period for any payments due hereunder, City wiiI notify Vendor
of such occurrence find this Agreement will tennin ate on the last clay of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and ObliQations of the Parties. In the cvcjit that this Agrccmc n t is term i nated
prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective
date of term i nati on and Vendor will continue to provide City with services requested bfy City and
in accordance with this Agreement up to the effective elate of termination and City shall pay Vendor
reasonable cancellation charges described in Exhibit A, Sec. 3.5. Upon termination of this
Agreement for any reason, Vendor will provide City with copies of all completed or partially
uumpleted documents prepared under this Agreement. In tbcc event Vendor has received access to
City information or data as a requirement to perform services hereunder, Vendor will return all City
provided data to City in a rnachine-readable funnat or other format deemed acceplable to City.
. Disclosure of ConflivAg and Canfidential 1nfntmation.
5.1 Disclosure of Conflic4s. Vendor hercby warrants to City that Vendor has made ful l
disclosjirc in writing of any existing; or potential conflicts of interest related to 'vendor's services
under this Agreement. In the event that any conflicts of interest ari se aftertljc Effective Date oftljis
Agreement, Vendor hereby agrees immcdiately to make full disclosure to City in-M-it i ng-
5.2 Confidential Information. Vendor, for• itself and its officers, agents and cmpioyces,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City- Subject to Section 5.3, City will treat all information provided to it by Vendor ffendor
information") as confidential. and will not disclose any such information to a third party witfinut
the prior writt n appmval of Vcndor-
5.3 Pablie Information Foot, City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information markacl Confidential or Proprietary,
City will promptly notify Vendor. it will be the responsibility of Vendor to submit reasons objecting
to disclosure. A deftnu inatinn on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney Creneml of the State of Texas or by a urt of competent
jurisdiction.
5.4 Unauthori7ed Access, Vender must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or othcrw'ise corrupt City
Information in any way. Vend or mustnotify City immediately if the security or integrity of any City
Information has been comproinised or is believed to have been compromised, in which event,
Vendor will, in goad faith, use all commercially rcasonablc efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully conlierate
VeMorSorvicaAgrocniom (Wcstsi& 4A911 ?jkgt2 or12
with City to protect such City Information fiom finther unauthorized disclosure.
5,5 City must store and maintain Vender Information in a secure manner and will not allow
unauthorized users to access, modify, delete or otherwise cotrupt Vendor Information in any way.
City must notify Wndor immediately if the seourity or integrity of any Vendor Information has been
compromised or is believed to have been compromised, in which event, City will, in good faith,
use all commercially reasonable efforts to cooperate with Vcndor in identifying what
information has been accessed by unauthoriz means and will fully cooperate with Vendor to
protect quch Vendor Information from further unauthorized disclosure.
&. It
ht to _Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment Kinder this
Agreement, or thcc final conclusion of any audit win in enocd during the said three gears, have acces,-;to and the right
to exam inc at reasonabletime.s any directly pertinent honks., documents, paper and records, inclLrding, but not limited
to, all electronic records, of Vendor involving transactions relating to this Agr=nent at no additional cost to City.
Vendor agrees that City will have access during norinal working hou rs to all necessary Vendor faciIiti€s and will be
provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this
section. City will give Vendor reasonable advance notice of intendcd audits.
7. 1 ndelpcndent Contnacto r. It is express ly understood and agreed that Vend or will operate as an independunt
r: ntiactor as to all rights and privileges and work performed under this Agreement, and not as agent, representative
or clnploycc of City_ Subject to and iil accordance with the conditions and provisions of this Agreement, Vendor
will have the exclusive right to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, ccmpioyccs, Vendors, and subcontractors. Vendor acicrrowlAgcs
that th o doctri ne of respoikieat superior Zvi 11 not app ly as between City, its officers, agents, servants and employees,
and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees (hat
nothing herein will be constvuccl as tlic creation of partnership or joint enterprise between City and Vendor. It is
furlhex understood that City will in no way be considered a Co -employer or a .hint employer of Vendor or any
officers, agents, servants, employees, contractors, or subeontrac(ors. Neither- Vendor, nor` any officers, agents,
servants, employees, contractors, or skibeontractors of Vendor will be entitled to any employment henefits from
City. Vendor will bo responsible and liable for any and all payment and reporting of taxes on behalf of itself, and
any of its officers, agents, servants, employees, or contractors.
9. Liability and iyrdkmrrifiea,tiou.
8.1 LL4BILITY- VENDOR WILL HE LIABL7s AND REVPONSIBLIs FOR ,ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INC L VDIN G, INC 'LVD1'NG, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF, ANYKIND OR CITARACTER, WHET11ER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALPEASA1VCA OR INTENTIONAL MISCONDUCT OF [VENDOR, ITS
OFFI 'EAS, REPRE.SI?NTAT1VES, AGENTS, SERVANTT, EHPL0Yfs'ES,
CONTRACTORS, OR SUBC1DNTRACTOAS.
8.2 GENT RAL INDEM IFIC'A TION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HA-RMLESS, AND DEFEND CITY, 17S
OFFICERS, AGENTS, REPRRSENTATIVEW, ,5ERVANTS, AND EMPLOYFFY,
FROM AND AGAI STANYA D ALL CLAIMS OR LA WSU1TS OFANYKIND OR
CHARA CTLR, WHL'IHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (17VCL UP ING ALLECrED DAMAGE 0R LOSS TO VENDOR'.S
i3USINFUS AND ANY RESUL7YtV(rr LO,SI- P9OF1I S) AND !'ERS'OIYA.0 INJURY,
INCLUDING, BUT NOT LI TE,D TO, .1)E4 T11, TO 4 1 VY AN)0 ALL PT-RSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
Wndor5ervices Ag=mml (Wmisidu WTP) Page3 412
EXTENT CAUSED BY THE NEGLIGENT ACAS OK OMISSIONS OR
ALFAASANNC-' OPYENDOR, i1S OFFICERS, AGENTS, REPAVEN7'ATHWS,
SERVANTS, F PLOYTES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 L MITA770N OF LIA#31M'Y.• reorder shrill fake oir the liability rustomary to the
suppliers ofgoods and services, bra if shall not Bike oil consfr'10ion-3ype ftobilfty.
8.3. I The Limitation of Liability is as sef forth hi seelrou 7.12 of EvItfbilA.
9. .fXTFLLECTUAL PROPERTY INDEMNIFICATION
Vendor agrees to defend, settle, or pay, at its awn cast and expense, any claim or action
against City for infringement of any patent, copyright, trade madc, trade secret, or siuliiar
property right arising from City's use of the software or documentation in accordance with
this Agreement, it being understood that this agreement tea defend, settle or pay will not aplaly
if City modifies or rnisitses the software and/or docuIII eutatinu. Sfj long as Vendna' beal's the
cost and expense of payment for claims or actions against City purSnzlBt to this section,
Vender will have the right to condnet the defense of airy such claim or action awed all
negotiations, for its settlement or compromise and to settle or compromise any such ciaimi
however, City 3vill have the right to fully pIli'ticlpate in any and all sUch settlement,
negotiations, or lzawsuit as ttecessamy to protect City's interest, and City agrees to cooperate
with Vendor in doing Sea. Iu the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought Against City for
infringement arising under this Agreement, City will have the sale right to conduct the defense
of auy such claina or action and all negotiations for its settlement or compromise and to settle
or compromise any such clahn; however, Vendor will fully participate and coope ate with
City ill defeaase of such claim or action. City agrees to give Vendor timely written notice of
any such claim or action, with copies of all papers City araay receive relatialg thereto.
Notwithstanding the foregoing, CiWs assumption of payment of casts or expenses will not
eliminate. Vendor's duty to indemnify City under this Agreement. If the software and/or
documeninti[rn or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either. (a) procure for
City the right to continuer to use the software Rndlor documentation; or (b) modify the
soft3vareand/or documentation to make it non -infringing, provided that such modification
clod not materially adversely affect City's authnri-red use of the snft3vare andfor
docuTneaatation; or (e) mplace the software kind documentation with equally suitable,
compatible, and functionally equivalent nowinfringing soft►vare and docurnesltation at no
additional cha�Te to City; or (d) if uanc of the foregoing aiternatives is reasonably available
to Vendor terminate this Agreement, anti refund all amounts paid to Vendor by City,
subseyilent to which termination City may seek any and all remedies avaihtble to City under
law. This clause is applicable, unless and to the extent the infringement results frow City's
use of products in combination with other products not provided by Vendor or the
manufacture of products in aaccordanee with malerials, designs or specifications furnished or
designated by City, or a use by City that is net in aecordauce witla Vendor's product
literature.
Veifdor SCMOM Agree MM (WCStside WIT) Pxgc.1 of 12
10. AWenment and Subcontractin .
i. Assignment, Vendor wi€I not assign or subcontract any of its duties, obligations or
rights under Ili is Agreement without the prior writl= consent of Ciiy. If City grants consent to an
assignment, the assignee wi11 execute a written agrce=e tit with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor
will be 1 iable for all obligations of Vendor under this Agrccmcent prior to the effective, date of thc
assignment.
ii. Subcontract, If City grants wrisent to a subcontract, the subcontractor will execute
a written ag )anent with Vendor referencing this Agreement under which subcontractor agmes to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations tray apply. Vendor roust provide City with a fully executed copy of any Stich
subcontract
b. insurance. Vendor inust provide. City with cer i rcatc(s) of insurance documenting
policies of the fallowing types and tninitnurn covea-age limits that air, to be in effect prior to
com men=nci t of any Services pursuant to Ihis Agrccjncnt:
Coverage and Limits
1. Commercial Genera Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
2_ Automobile Liability:
$1,000,000 - 1,ach occurrence nn a combined single lire it basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
rcpresetitatives in the course of Providing Services under this Agrecm=nt. "Any
vehicle" wiII be any vehicle owned, h i red and non -owned.
3. Worker's Competrm Lion;
Statutory limits according to the Tc as Workers' Carnpcnsataon Act or any other
state workers' compensation laws where the. Services are being performed
Employers' liability
100,000 - Bodily Injury by accident; each accidenlloccurrence
$100,000 - T3adily Injury by diwasc; each cm.ployec
$500,000 - Bodily Injury by disease; policy limit
Coverage must he claims -made, and maintained for the duration of the eontraetual
agreement and for two (2) years following completion of services provided_ An
annua] eerti#icaic of insunance in110 be submitted to City to evidence covendge.
ii. General JUx)uirein ents
VtmlarSerricesApjeeittent(West&We WTP) POPE 5 or12
1, The commercial general liability and automobile liability policies must
name City as an additional inswed thccrcon, as its intcrests may appear. The term
City inoludeq its employees, officers, officials, agents, and volunteers in respect to
the contracted services,
. The workcc rs' compcnsatiori policy must inticlude a Waiver of Subrogation
(Right of Recovery) in favor of City,
3, A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceplablc in the event of iron-payinent of prcmium. Notice must be sent to the
City in accordance with the notice provision of this Aeeinent.
4. Thcc insurers for all policies rrmst be licensed and/or approved to do
business in the'.`tate of Texas. All insurers must have a minimum rating of A- VII
in the can-ent A.M. Best Key bating Gix idc, or have rcasonably cquivalont ikioancial
strcngHi and snlvencytothesatisfactinn of Risk Management. Ifthe rating is below
that required, written approval of Disk Management is required,
5, Any failure on the part of City to request required insurance
documentation will not constitute a waiver cif the insurance requirement,
6. Ccrtificatcs of Insurance tvidencirig that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. CornDliance with I.srws. Ordinaaceg. Rules and Regulations. Vcndor agrees that in the
performuftee of ils obligations hcmm der, it will comply with all applicable federal, state and local
laws, ordinances, riles and regulations and that any work it produces in connection with this
Agreement will also c; mply with all applicable ficierai, state and local laws, ordinances, rules and
regulations. If City notifies Vendor of any violation of such laws, ordinanmi, rules or a gulations,
Vendor must immcdiatoly desist *oin and corma the violation,
12_ Non-Discnrirnination Covenant. Vontidor, for itself, its personal representatives, assigns,
contractors, subcantractors, and successors in interest, as pact of the consideration herein, agrees that
in the pei formance, of Vendor's duties and obligations hereunder, it will not. disc:riminaw in the
treatment or employment of any individual or group of individuals on any psis prohibited by Iaw.
IF ANY CIAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DIS{:RIi4 RNA ION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST,
VT',NDOR AGREES TO ASSUME SUC:.Rti L ILY AND TO INDEMNIFY AND
DEFEND C rFY AND HOLD CITY HARMT.E ,S FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agnecment will be conclusively
deterinined to have been deli vcrd when (l) hand -delivered to the other panty, its agents, en iployces,
servants or representatives, (2.) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, megistered, return receipt
recluested, addressed as Follows:
Vendor 5crvi"s Agrccnwnl (L vrkide WTP) page 6 tic12
To CITY:
City of Fort Woiih
Atin: Assistant City Manager
100 Font Wont/) Trail
Fort Worth, TX 761 Q2-6314
Wit], copy to Font Worth City Attarney's Office at
same address
To VENDOR. — —
Trojan Technologies Cop.
Attri, Rick Moro, regional Sales Manager
1', 0. Box 5 63 0, 839 State late. 13
Cortland, NY 13045-5 30
rrnail, Rick.lnoro()trojanteelinologiefi-com
114. Solicitation of Emvluvees. Neither City nor Vendor will, during the 1crin of this Agrcerocnl and
additionally for a period of one year after its. termination, solicit for amplcayment or employ, whether as
employee or independent contractor, any person who is or h,as been =ployed by the other during the term
of this Agrcer13crti, without the prior written consent of thce pe son's clnployer-
otwithstancling the foregoing, thji provision will not apply to an oinploycc of either panty who responds
to a general solicitation ofadvertisement of employment by either party-
15. Governmental Powenk. It is undcrslood and agreed that by cxccutton of this Agrc inch( City does not waive
or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upoii the perforinancc of any tcrin or provision of this
A.grec anent or to exercise any right granted herein does nat constitute a waiver ofCity's or Vendor's respective
right to insist upon appropri-ate performance or to asset# any such right on any future occasion,
17, Coveruiuz l,aw 1 Venue. This Agrreement will be construed in accordance with the laws of the State of Texas,
lfany action, whether real or asserted, at law or in equity, is brought pursuant I this Agreement, venue for such
actiun will lie in slalc worts located in Tarrant County, Texas or the United States District Court for the
Nortkrn Distriet of ` axiis, Fort Worth Division.
18. Severabilily. If any provision of this A.grccrPncrit is held to he invalid, iIlegal or unenfolveable, the validity,
legality and enfomeab i I ity of the remaining provisions w i11 not in any way be affected or impaired.
19. Force Maieure. City and Vendo3• will exere ise their best efforts to meet their respective duties and obligations
as set forth in this Agreement, but wi11 not be held liable for any delay or omission in perforrnanc& due to fnrc u
majeare or other cruses beyond their reasonable control, indudinV, Nit not 1imit<'d to, compliance with any
government law, ordinance, or regulation, acts of Lind; Acts of the public enemy; fires; strikes; tockouts; natural
disasters; wars; riots; epideniics or pandemics; government action or inaction; ordeis of government; material
or labor restrictions by any govertuncntal authority; transportation problems; restraints or prohibitions by any
court, board, departmtn nt, coin in iss ion, or agency of the tlnit>ed States or of any States; civil disturbances; other
national or irgional emergencies; or any other similar cause not enumerated heitin but which is beyond the
reasonable c ontrul of the Party whose performance is afFccted {collectively, "Force Majemv Event"}. Tlie
perforinalice of arty Such 0b]:i8ation is suspended during the period of, and only to the extent of, such prevention
or hindrance, provided the affected Party Provides notice of the Force Majeuiv Event, and an explanation as to
how it prevents or hinders the Parly's performance, as soon as reasonably possil)le after the ocourrenee of the
Force, Mrijeure Event, with the reasonableness of such not ice tea be determined by the City in its sole discretion.
The notice required by this section must be addressed and delivered iti aeeordarxcc with Section 13 of this
Ap-cement.
20. Tariffs. City is awarc of the possibility that the United States may impose tariffs, duties or other surcharges
("Tariffs' } on goods made and/or shipped fi-oin other countries to the United Staten, If the applicable tncoterm
Vendor Sf-wims Agrccmcnt (Wcstside WIT) - --_ - --- ragx 7 of 12
inquires Supplier to pay TaritTs, Vendor will be responsible for the payment of any such Tadit, provided
b*%vcvcr thal City hereby agues to ivimburse Vendor in full for such Tariffs in the event they are imposed
within 30 days from receipt of an invoice from Vendor, Vendor shall pruvide applicable doctimentation
demonstrating that the Tariffs were imposed, that Vendor was required to pay lhosc Tariffs and has indeed paid
such Tariffs.
1. Headings not C:untrollinp.. Headings and titles used in this Agreement arc for rckxccpiee purposes only, will
not be drained a part ofthis Agreement, and Fire not intended to define nr limit the scope of any pr€rvision oftiiis
Agreement.
22. Review of Counsel. The parties acknowledge that each party and its counwl have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be icsolvcd against
the drafti Pig party will not be ern pioyed in the interpretation of th is Agreement or Exhihits A, B, and C.
23. Amendments f Modifications I Extewio No amendment, modifi rtion, or extension
of this Agreement will be hinding upon a party hereto unless set forth in a written instrument, which is executed by
an authorized representative of each party.
24, C'onntervaM. This Agreement may he executed in one or more counterpaits and each counterpart wi11, for
all purposes, be deemed an original, but all such ootinterpxrts will together constitute one and the same
ilnsti'ument.
25. 'Warranty of Services. Vendor warnaikts that its scrvic�cs wilt be of a high quality and conform to generally
prevailing industiy standards, City must give written notice of any breach of this warranty within thirty (30) days
from the date that the services are completed. In such event, at Vendor's option, Vendor will either a) use
commercially reasonable cfTorts to rc-perforrn the sctviccs in a manner that conforms with the warranty, or (b)
rc iW the fees paid by City to Vendor for the nonconforming services_ Vendor expressly disclaims any remedies
of "covet" and any warranties implied by Ia , including but not Iimited to any warranty ofinerehantabilityorfauess
for a particular purpose.
26.lmmigration Nationality Act. Vender must verify the identity and employment eligibility of its employees Who
perform vnmk under this Agreement, including completing the Employment Eligibility Verification Fonn (I-9).
Upon request by Cily, Vendor will provide City with copies of al 11-9 forms and supporting eligibility documentation
for eacli employee who performs work under this Agreement. Vendor must adhere to al feeder![ and State laws as
well as establish appropriate 1)roceduiw and controls so that no services will be performed by any Vendor employee
who is not legally eligible to perform such services. VENDOR WILL INDEAI NIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABU TTIES, OR LOSSES DUE TO VIOT.A-flO S OF THIS
PA1UIs1UPHBY VENDOR, VENDOR'S ENIPLOYEES, CONTRACTORS, SUBCONTRACTORS,
OIti AGENTS. City, upon wrjltcn notice to Vendor, will have the right to immediately terminate this Agreement for
violations of this 1)rovision by Vendor_
27.Ownershin of Work Product. Vendor retains all zhghts in sud to any intellectual property and confidential
information created or procured by it or its representatives at any time, and City receives lirenscs to use such
intellectual property and iuforrnation only to the extent provided by implied license under applicable law
(i�,ollectively, "Work Product").
8, imiature Author . The person sighing this Agreement hereby warrants that they have She legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper•
order, resolution, ordinanoc oro#her authorization of the entity_ This Agreement and any amendment hereto, may be
execulccl by any authorized representative of Vendor. Each party is fully entitled to rely can these warranties and
representations in entering into this Agreement or any amendment herew.
q.Chamt'e in Conmaim Name or Ownersh . Vendor must notify City's Purchasing Manager, in writing, of a
company name, ownership, or address change for the purpose of maintaining updated City records. The president of
Ven dor or autho ri zed official must sign the letter. A letter indicating changes in a company Maine orownership must
Ver iq�; A"awni (Weqlsidc WTP) page 8 of 12
he accompanied with siipportipig legal do-t: mcntation such as an updated W-9, docurnenls filed with the stale
indicating such change, copy of the board a di1'cctor's i-Csolution approving thce action, or an exeeulecl merger or
acquisition agreement. 1~ailtarre to provide the specified documentation so may adversely impact future, invoice
Payments,
30. No Bovcott of Israel. If Vendor has fewer than 14 employees or this Agi Bement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of tile
Texas Governmeni Crate, the City is prohibited from entering into a contract with a company for goads or
services unless the e,cmtract contains a written vcrificatiort from the, company that it. (1) does not buys ott
Israel; and (2) will not hoycott Israel during the term of the contmot. The terins "boycott Isiacl" and
"company" has the meanings ascribed to those terms in Section 22.71 of the Texas Govornmcnt Code. i3y
signing this Agreement, Vend oa• certitics that Vendor's signature provides written verification to the
City that Vendor: (1) duts nol hoyrvtt Israell; and (2) will not boycott hrael daring the term of the
Agremment.
31. Pivhibition on Eovcotlinu Ener v Comioanics. Vendor- acknowledges that in accordance with
C.haptcr 2.276 of the Texas Comrimont Codc, the City is prohibited from entering into a contract for goods
or services that has a value of $100,000 o5• more that is to be paid wholly or partly from public; fends of the
City with a company with 10 or more full-time employees un1 ss the contract contains a written verification
from the Vendur that it: (1) does not boycott energy companies; and (2) wit I not ixOycott energy compsn ies
during Ilic term of this Agreement. To the extent that Chapter 2276 cif €he Government Code is applicable
to this AgrQement, by signing this Agrecmcnt, Vendor eertifics that Vendor's signature provides written
verification to the City that Vendor, (1) does not boycott energy companies; and (2) will not boycott energy
companies during the temi of this Agreement.
32_ Prohibition oat Diserirninatiou AgaiatO 11rearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by C'.hapter 2274 of the Texas Gow mment Code, the City
is prohibited from entering into a contract for goads or services that has avralue of$100,000 or more that is
to be paid whully or partly from public finds of the City with a ournpany with 10 or more full-tiine
cillployces 11111CSS the cuntraci contains a written verification from the Vendor that it. (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity fir firearm trade
association; and (2) will not discriminate during the term of the contract against a 1ircarin csitit'y or fiivarm
trade association, To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor c urtilies that Vender's signature provides written verification to the
City [hat Vendor; (1) does not helve a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade associations; and (2) will not discriminalo against a firearm entity or Eireann
trade as�yociation during the terra of this Agreement_
33. Electronic Sitgaigres. This Agreement may be executed by olcclronic signature, which will be
comddered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electrorlic signature" means electrr nically scanned and transm ittcd versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
34. Entirety of Agreement. 11iis Agreement contains the ent ire understand i ng and agree ment between
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
eonntemparatteous oral or wrfttcPi age anent is hereby decaared null aad void to the extent in conflict with any
prevision of this Agreement.
(signature page folio s)
Vm r SarOm Agm mcnt (Wcstsilk W,17) Page 9 of 12
1N W ITTSS W1IF.REOV. Ilr. purliox lirrclu 11itvt exr:crltc-1 this ALrrrnlcnI in ntullip lys-
�� l i -
Name- Jaslu Mrfachem
TLtre: Assistant Cfry Mareage-
Dait: 07/08/2025
V(!1Ld Uf'
rsy:
Name. Keum Spehr
Title;P.il>N�ul al arr3 Cuwtuturr
r` prrirnce
17a1r: 0-d0212025
POR CITE' OF FORT WORT] l INI ~]tNAL PROC:C%SCE:
Approval. Rrrummria&d.
By,
� •�.
Namr:
Chris Hardu
`f itl n_
Wal r Nreelur
AILprovW as ID Fu rn Rnd Log aIItv.
ny, Douglas Black (Jul 8, 2025 17:49 CDT)
NAT11c: I]+ 11-0as W, B1ac)k
Tific: Sr. A%islant Ci l} Attumey
CDnlryj£r ALit hu1-1xWjun;
el►ScC. 25-0462
Purnk 1295� 2025-1301598
�C:ld}C tiffk'LC[s. *:l:lL'�f.l4WCs iid' WTY}
I Cunrract Co irk plianre sinaLn-r,
1 ny Awning I acknowltxlpe that I ant 11w ptnum
Mipuwiblc fur Ihr rnunitodRg and administruliun
of th is tunlydct. inc-1 uding cmuring al
puf<uniLLrwaand mpoititivrrcluirrr cn1-,;.
By
ee�74
Name:
Jaunts McDumld �
Tilly:
Sr. Cup Ital. l;"ru-kcct hlarlagrr
City se0reuary:
f'1y:
R'wm, Jatmcitc Guudall
Title: Cil� S uelary
Rod
AT
FART°�Cp
o 1
o %tea
dV, =d
8
aaonn�z9g�o
Fa&e 18 of 1t
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
7025. s_34 PM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
ofl IC91 dAteo M (,AV 0�jy(yy]]FlirZ ter Vl tl�, TL'iLa--
�V�` 1
DATE: 5120/2025 REFERENCE NO.: **MBA 25-0462 LOG NAME: 60VVSWTP-ARIA
FILTRA
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT, (C D 8) Authorize Execution of a Contract with Aria Filtra, a Division of Trojan Technologies
Corporation FKA Pell Technologies, the Sale Source Provider (or Aria Mjc�rotiltration
Membrane System for the Water Department in an Amount of 2,400,406.18 for the
Westside Water Treatment Plant (Plate Settlers) Capacity Expansion Project from 18 to
24 Million Gallons Per Day Adopt Resolution Expressing Officiai Intent to Reimburse
Expenditures with Prooeeds of Futu re Debt: and Adopt Appropriatlon Ordinance to Effect
a Portion of +Hater's Contribution to the Fiscal Years 2025-2029 Capital Improvements
Program
RECOMMENDATION:
it is recommended that the City Council,
1. Authorize execution of a Contract with Aria Filtra, a division of Trojan Technologies
Corporation FKA Pall Technologies, the Sale Source Prov€der, for Aria Microfiltration Membrane
System for the Water Department in the amount of $2,400,406.18 far the Westside Water
Treatment Plant (Plate Settlers) capacity expaw iort project from 18 to 24 MilliQn Gallons per
Day;
2. Adopt the attached resolution expressing official intent to reimburse expenditures with
proceeds from future debt for the Westside Water Treatment Plant (Plate Settlers) Capac€ty
Expansion Project; and
3. Adopt the attached appropriation ordinance adjusting appropriations in the Water & Se cr
Commercial Paper Fund by increasing appropriations in the Westside Water Treatment Plant
(Plate Settlers) Capacity Expansion project (City Project No. 102052) in the amount of
$2,400,407.00 and decreasing appropriatiins in the Water & Sewer Commercial Paper
Project (City Project No, UCMLPP) by the same amount and to affect a portion of ater's
Contribution to the Fiscal Years 2025-2€ 29 Capital Improvement Program.
DISCUSSION:
The Was#side Water Treatment Plant (WS VVTP) began serving the community in April 2 D 12 with an
initial capacity of 12 million gallons per day (MOD). In 2015 the plant was expanded to e capacity of
15 MOID. In 2020 the plant was expanded to a capacity of 1 B MOD, Now with continued growth and
development in west Fort Wofth, the Water Department desires to. bring the plant's capacity up to 24
MOD with the procurement of additional filtration membranes and other impfavements associated
with the I+VSI+VTP Expansion pmject (City Project No. 102052).
The Westside Plant was designed and permitted using PaII Technologies' rn icrof i1trat i a n membrane
system. Pala Technologies is now Aria FIEtra, e division of Trojan Technologies Corporation. Equipmant
sizing, operating protocols, programming, and TCEQ approval is now with Aria Filtra _ €finder this
contract, Aria Filtra will supply two Aria Filtra 14" Traverse Racks, four 14-inch Quad Rack
Extensions, parts, and components for the Aria M iurefiltra#ion Mernbr ins. System to facilitate the 6
M D increas(,.
This project is anticipated to hi:i inc:luded in a future revenuea bond issue for the Water & Sewear Funrt.
Available crash within the Water and Sewer portfolio and the City's portfolio along with the
appropriation authority authorized under Callable Commercial Paper Program (CP) will be used to
provide Interim financing for this project until debt is issued. Once debt associated with this project is
sold. bond proceeds will be used to reimbursei the Water and Sewer portfolio and the Citys portfolio
apps.Ownet.art +oounc�IJra�kebmc_r vi W, sp?ID=333H&couacaldgm=5126f2025 V3
7025, 3;34 PM
M&C Review
in accordance with the attached reimbursement resolution. Under federal law, debt must be. issued
within approximately three years in order for these expenses to be reimbursable. Adoption of the
attached resolution does not obligate the City to sell bonds, but preserves the ability of the City to
reimburse itself from tax-exempt bond proceeds -
It is the practice of the Water Department to appropriate its 0 IP plan throughout the Fiscal Year (F ),
instead of within the annual budget ordinance, as projects commence, additional funding needs are
identified, and to comply with bond covenants. The actions in tha Mayor & Council Comimunication
will amend the City of Dort Worth's Fiscal `,'ears 026-20 9 Capital Improvement Prograrn, as follows -
Capita project FY O 5 CIP BudgetChange Revised
Fund Name :Appropriations Authority (lncreasefDecrease):FY2026 Budget
Dame q r� ry l
r ��yy �}} t 102052 -f -
VMS Westside
o�r��r�ial 1+VTP 0.00This M& ,400,407,00 ,400.407,00
Paper Plate
Settlers
Fur ding is budgeted in the U C M L P R Commercial Paper project within the GommerdaI Paper 1FUnd
for the purpose of funding the WSVVTP (Plate Settlers) capacity expansion project.
Funding for the WSWTP (Plate Settlers) capacity expansion project is depleted below;
Fund I Existing Additional Project Total
Appropriations [Appropriations
Water Impact
Fee - Fund 6,268,829,00 0.00 61
68,8 9.00
600
I
;Commercial 0.00 $2,400,407.00 - ,400,407,00
'Paper - Fund
: 6026 j
Total - _F 6,268,829.00 2, 0,407.00 8,fi69,236.00
SOLE SOURCE STATEMENT. The Mlicrofiltration Membrane System located at Westside Water
Treatment Plant (WSVVTP) is designod and manufactured only by Aria Filtra, a division of Trojan
Technologies Corp. No other manufacturer or parts distributor can supply this equipment or its
proprietary components.
DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption, as a sole source
by the Legal Department. Therefore, the business equity goal requirement is not applicable.
The project is located in COUNCIL DISTRICT 3,
FISCAL INFORMATIONICIERTIFI ATION:
The Director of Finance certities that funds are available in the Commercial Paper project within the
W&S Commercial Paper Fund, and upon the approval of the above rewrnmendations and adoption
of the attached npproprWlon ordinance, funds will be available in the W&S Commercial Paper Fund
for the Westside WTP Plate Settlers project to support the approval of the above recommendations
and execution of the agreement. Prior to any expenditure being incurred, the Water Department has
the responsibility to validate the availability of funds.
TO _
lFund ' Department ' Account-- [Project Program Activity Budget I Reference # Amoun
I. ! ID ID . Year I (Chartfaeld 2) :
gal pw, iwn k.nrgfcouneil_packcrUmc_review.asp?I1 333 aauncildake=51 Of202 213
7M25, 334 PM M&C Revimw
FROM
IFund Department Account Project Program Activity Buda et fi2eferenc2 #
I ID 1 ID Year I ( hartfield )
Submitted for City I Lanager'S_O-ff-by-L
Orioginatin Department Head:
Additional Infarmation Contact:
Jesica McEachern (51504)
Chris Hafdef (04)
James McDonald (4 82)
ATTACHMENTS
NTS
25-102052 (SS Westside Water Treaiment-Plant Plate Setlkrs Project - _pdf (CFW Internal)
60W VVTP-AMA FILTRA F1D Table (W F 05,07 25)x xs (CFW Internal)
60WSVVTP -AR IA FILTRA funds avaiLdocx (C FW Intemai}
6QW WTP-ARIA FILTRA_I 1p,,(Publio)
hani r 252 Exenlpfioil Foirnf wtr4. 2.251 df (CFVV Interrial)
Commercial Paper Balance a& of 04.10,26 V2.xlsx (CFW lnternal)
Fwni 1295 erCific€�te executerf.pdf (CFW Internal)
Oftt APP fiOW WTP-ARIAFILTRA 56023 A025fQ}_docx (Public)
PPS CPN 10 Q5 .pdf (CFW Internal)
Res.+ WSVVTP-AR$A FILTRA.docx (Public)
Amount
apps_cfwneLorglcnr ncll. par-ke11mc W3
E 3)rr A.
Vendor's Proposal dated February 26, 2025, revision 3
r[.Iserslddeoliveiral[}o niaadsUria 1~i4m Firm Proovsa12-27-2025 - Fort Worth IX Expansion 0PP 1938272-02262025-03 (003).Ddf
VCncbT'N'CrYicEN AtwFrcu&nl (WLQgide W'T'P) pqgc 11 of 17.
Firm Proposal
Aria TM Membrane
Filtration System
CITY OF FoRr WoRrH WEsrsiDE WTP
24 MOD ExPANsfoN PROJECT
MICROFIL TRA TI N MEMBRANE s s TEM
FoR EQUIPMENT PRE -PURCHASE
TECHNICAL SPECIFICATIONS
CITY Po,ET No. 102052
Date; February 26, 2025
Revision:
Author: Rick Moro
Aria t i1#ra, uluosion of rajaa7 Techitialogics 1 2s. NY State Houle 1:3, Corilaiui, MY_ USA
Submitted to:
Shannon. M. Dunne
Assistant Director, Plant Operations
Fort Worth Water
P h o ne: 8 17-39-8 99
Mobile: 682-215- 370
Email: Shannon.dunne fortworthtexas.Qov
1511 lltl'Ave
Fort Worth, TX 76102
FORT WORTH .
Submitted by:
;arjaFtl.TR A
.,
Rick Moro
Regional Sales Manager (Municipal) — Western U - S - A
516-94-2054 (mobile)
rick.moro trojante4�hnalogies-corn
Ada Filtra, Formerly Pall Water I AriaFiltra.com
Purchase Orders:
Trojan Technologies Corp-
P-0. Box 5630, 839 State Route 13
Cortland, New York 13045-5630
Phone: 86"75-0115
Email: AriaFiltraCS@TrojanTechnoiogles.com
Attn. C ustomer Service
Aria HtF[I Proposal — OPP193827-02262025-0
Aria Flrtra, a Dlvislan of Tfaian T4 cB nologias I 83# MY Slam Rwle 1r5, C.,Lland, PAY, USA
PROPRIETARY & CONFIDENTIAL
INFORMATION NOTICE
This proposal document is proprietairy to Aria Filtra and is furnished in confidence Solely for use
in evaluating the proposal and for no other direct or indirect use. No rights are granted to the
recipient for any information discfosed irl this proposal. it contains proprietary information which
may be the subject of an issued patent or pending application in the United States or elsewhere_
By accepting this document from Aria Filtra, the recipient agrees -
to use this document and the information it contains exclusively for the above -stated
purpose and to avoid use of the information for pertorrnanco of the proposed work by
recipient itself or any third party.
• to avoid publication or other disclosure of this document or the inforination it contains to
any third party without the prior approval of Aria Filtra_
• to make only those copies needed for recipient's internal review, and
• to return this docuirtent and any copies thereof when they are no longer needed for tho
purpose for which furnished or upon the request of Aria Filtra.
Aria Fills Proposal - 0PP193827?-0 252025-03
Aria Filtra. a Division of Troian Technologies 1 839 NY Slate Route 13. Gartland, FEY, USA
Table of Contents
t Sole SourceJueinc1 L# f
Solution Summaq
* Aria Fitra Offering
3.1
Scoff SUMFnary
3.2
Ndam Summary
3.3
Payment Schedule
3.4
Delivery Schedule
3.5
Cancellation
6 Scope of Supply
4A Scope Summary Table
*2 Equipment Dcrpt
*8 Submittal Description
¥4 Services arid LabQF
& Technioal Summ82
&!
Process Summary
5.2
Treated Wks Objectives
52
Operaflonal Rmametem
5*
Acceptance Crite%
53
Pew fman ce Test
R Wmr n@
A Additional Terrn8 and Conditions of Sale
facmgyA-Drawings
Aftchma#5- 'bchni lF iop [O�nm, mU arena##mdUst
Ai [ ill ra Rmg osal- 0RR493 8272m226202 03
AFia Rr a nM 2<�a ,Te am�ge 1 839 NY S e Route ,% n� ,UR4
1. Sole Source Justification Letter
Trojan Technologies Corp
PQ nox 5630, 839 State Me, 13 -
C,orlland, MY 13045-5630l1SA
SS6-475-0115 phone - SG7-758,4525 fax
www.adafiItracs trap'antechnalooaes.corn
February 20, 2024
City of Fort Wodh, T
Shannon. M. Dunne
Assistant Director, Plant Operations
Fort Worth Water
1 511 1 I th Ave
Fort Worth, TX 76102
RE: Sole Source Provider
Aria Filtra a division of Trojan Technologies Corp, is the sole source provider of specifrc
equipment, ancillary components, and prograrnming incorporated into your Microf i I tratic n
ysterr7- The sole source products)sery i ces include but are not limited to the following;
• UNA-620A Modules and associated fittings as it relates to installatian of these filters,
• AftermarkM Service execution on the Aria Filtra MF Maintenance
Agreements including In5pedion, CIP, 24�7 Techoical Phone Support
and associated hardware and training packages, i,e, `field Service"
• Proprietary controls and associated hardware for the M M I and PL-G interface eoniputer.
- Integration programming within the existing filtration equipment on site in operation.
The Aria Filtra proposal, far the Westside WTP - MicrofiItration Sys#ern Expansion of the
addition of the membrane filtration system racks, with UN-620A Modules only available from
Aria Filtra and associated controls programing far the complete integration of the plant operation
are proprietary in nature and protected under Aria Filtra intellectual property,
Please feel free to contact me. if you have any furLher questions.
R& No".
Rick Moro
Regional Sales Manager
Phone: 516-924-2054 (mobile)
Emall; rick.moro trojantechnologies.com
Aria l=ilira Preposal — OPP 1082 72-02 26X25--0'3
Aria Flllra, ;) DiviSion of I f(ijiw< Tortuwdn�io5 I 8n MY State Route 13, C:orUand, NY, USA
. Solution Summary
Aria Filtra formally Pall Water would like to thank the City of Fart Worth, TX for its continued
interest in our membrane -based filtratiQNseparation Miciofrltration System for your Vvestside
WT'P membrane expansion project. Aria Filtra has reviewed your {project needs, and we are
pleased to provide the following expansion design proposal to meet if not exceed them. Aria
Filtra's long standing corn mitment to not only Fort Worth, but also the greater Texas market has
resulted in over 00 plants installed in the state since 1998. As requested, Aria Filtra is proposing
our Membrane Filtration system solution for consideration consisting of our AriaTm FLEX hollow
finer rnernbrane .rack design and related ancillaries for your Water Treatment Plant oxpansion, I
this proposal, you will find the following:
1. Our scope of supply per the detailed specification that includes two Aria Filtra's 14" Transverse
Racks and the extension of the existing the 14" Quad Fucks onsite to increase total capacity,
2_ The best in class performing UNA-620 Module, the core of your system at the Westside plant.
To demonstrate our commitment to the performance of the product you have been using at your
plant, this offering includes a 20-year module warranty, consisting of a I0-year absolute rated
arranty and a I0-year prorated warranty. The Aria Filtra Micraza Hallow >=iIner mad ules are the
strongest in the industry, with very few fiber failures. The high crystalline, PVDF fibers are
manufactured with the Thermally Induced Phase Separation (TIPS) method (making them the
most chemically and oxidant resistant rrernbrane on the market. Aria Filtra has more than 30
years of history in using thin fiber in water and wastewater applications, with numerous locations
lasting well beyond the stated an-anty period,
. A team of professionals focused on the Texas market to support you at the Westside plant,
including Aria Filtra service technicians located in Texas, within driving distance to your plant,
including the trained professionals from Environmental Irnprovemeuts our local representation for
over 20 years.
4. An organization with over 30 years of history providing not only new capital projects, but also
afterrrrarket service &, support, including long term plant optimization, plant upgrades & wnrr8rity
support. Aria Filtra is part of the newly formed Vera [to 0 orporation (ALTO) that separated from
Danaher Corporation with other divisions within their Water Quality group including sister
companies - ChemTre2l, Hach Company, Trojan LIV and McDrorneter. With over 30 years of
experience in the municipal and industrial water treatment markets, Aria Filtra formally Pall Water
Yeas sold and installed over 700 water treatment systems throughout the U.S., Canada, Mexico
and over 1,000 systems worldwide.
Ar0 1=iIhA Proposal-0PP1938272-02262025-03
Aria Filtra. a Dvision of Truiar! Tedirla"ies 1 S39 NY 4lateRoure 1: , {:artiar,ri, NY, USA
. Atria Filtra Offering
3.1 Scope Surnmary
Aria Fikfa offers its equipment and services 4v5 described in the Section 3 of this proposal.
3.2 Pricing Summary
Two (2) Arta Filtra 14" Transverse Fuck (8,24 MGD)
Four (4) 14" Quad Lack Extensions (increase Racks 1 , 4
from 3.97 M D to 4.1 MGD)
Spare Parts
Shipping (Freight)
The Pricing Summary listed above is subject to the following:
$2,208,129-18
4 $129,000
1 Lot $35,500
27, 777
Total $2,400,406.18
1) That an agreed upon purchase order is obtained within the price validity period; and
2) That the Requested Schedule set forth in Section 2.4 is followed without deviation; 8nd
3) Pricing is based on the scope and market conditions at the time the Proposal was developed. Pricing may he
23djkisted based an the Producer Price Index- TotaI Manufacturing Industr€es (PC U OMFG OMF ) ("PPi")- if
the PPl increases by more than 5% from tho date of this Proposal until the Release to Manufacture date in
Section 2-4 of this Proposal, Aria Filtra reserves the right to increase the sell price by the percentage
increase of the PPi. if shipping is required, the shipping price set #arth above is an estimate only and will not
be final unt€l Seller has shipped the equipment- Seller shall be responsible for the final shipping charges
which will be based on the rh;3nges in the US National Average Diesel Fuel Index published by the Energy
Information Administration from the date of this Proposal to the dale of shipment.
4) Perms and conditions in this Proposal are agreed upon. Changes to the Terms and Conditions in this
Proposal will impact purchase price.
NO Filtro Pre pm� l — OP P 1 q38 2 7-.02262025-03
Aria Flllra, a ddwision of Traian Technolagie,; I 83'J NY Slate Roule 13. Gartland- NY, U-SA
3.3 Payment Schedule:
Price Prid ncg steed is in US Dollars and shall remain valid for 60 days from the date of this proposal.
Validity If a purchase order is not agreed upon by Seller and Buyer within the price validity pefiod, the
pricing set forth in this proposal shall not apply -
shipping The price doss include shipping casts. Delivery shall he FCA .tobsite INC:OTERMS� 2020-
Terms
Payment Payment of invoiced amounts due to Cellar shall be paid Net 30 days and as further defined in
Terms Section 6 - Torras 1 0 Conddions of Salo -- of this proposal.
Payment Payments will be made per the fallowing schedule (each a "Payment Milestone'):
Milestones * 5% of the Purchase Price upon Seller being awarded project.
• 20% of the Purchase Price upon first submittal of drawings by Seller-
* 20% cf the Purchase Price upon completion of submittal drawings by Seller.
r 20% of the Purchase Price upon delivery cf the notice to commence fabrication.
25% of t h o Purchase Price upon shipment to jol site,
10% of the Purchase Price upon the earlier of (i) first usable effluent being produce by
the Goods, or (i i) 180 days from shipment of the G oads-
Bonds Na bonds of any type are included with this proposal.
Taxes No taxes are included in the p6dncg, Payment of all Taxes related to the Goads anti Services
proposed shall be the exclusive responsibility of the Buyer as further defined in Section 6 -
Warranty Per Section 5 of this proposal- All {product warranties and guarantees (including bonds) set
forth herein shall only be enforceable if (i) All equipment is properly installed, inspected
regulady acid is in good working order, (i i) all operations are (an sisterit with Seller
recommendations, {iii} operating oonditions at the Customer site have not materially changed
a rid remaii within an icipated spe frcations, and (iv) no reasonably unforeseeable
circumstances exist or arise-
NioFiltrriI-'1oposaI-•OPP19383 71 -W126202 5- 03
Aria VIItra, a L Nislnn of II gall NY Slaty. Ratuc 13, Cortland- MY_ USA
3.4 Delivery Schedule
Long lead items may need to be purchased by A is Filtra prior to Release to Manufacture to meet ibe Requested
Schedule_ In such cases Aria Filtra will obtain approval frorn Buyer prior to making such purchases prior to the
Release to Manufacture,
The Equipment and Preliminary O&M Manual Ready to Ship milestone below represents Aria F€ltra's estimate of
projected delivery as of the date of this Proposal_ This Is subject to change based on availability of materi8ls or
components forming part of Aria Filtra's scope of supply and Aria Filtra shall not be liable for any delay charges,
liquidated damages, or other costs in the event of such delay except as expressly agreed by Aria Filtra.
T a () weeks after the Commissioning is complete, Aria Filtra will provide a far-kal O&M Marfual eiectrorfically for
approval. We will allow two weeks for reviewfapprovai, then Aria Filtra will provide hardcopies per contract
requirements.
Acknawledgen7ent of Purchase Order
First Submittal
Approval of First Subirlittal
Second 5ubrnittal
Approval of Second Submittal
Release to Manufacture (Notice to Fabricate)
Equipment and Prellminary O&M Manual Ready
to hip*
Installation Completed {by others} Installation
cons€sts of Filter Said (Back) assembly by the
City under Aria Fillra supervision and
Interconnecting Piping Installation by the
general Contractor, Aria Filtra will certify proper
installation. If the installation requires rework to
be certified by Aria Filtra, the rework shall be the
respons ih i I ity of the Uty and lorthe General
Contractor,
Commissioning Complete
Performance (Acceptance) Test Complete
Arno Filtra Proposal— OPP1938 72-022620215-03
Typically, 7 to 14 calendar days after Reoeipt of Order
42 days from Acknowledgernent of Purchase Order
No later than 28 calendar days from receipt of First
Submittal. If approval is delayP4 beyond 28 days, the
schedule will be reevaluated_
49 days frarm Approval of First Submittal
No later then 28 calendar days frorn receipt of Secend
Submittal_ If approval is delayed beyond 28 days, the
schedule will be reevaluated,
Release to MariUfactUre (Notice to Fabricate) no later than
8 days after Second SubmIttal approval. if approval is
delayed beyond 28 days, the schedule will be reevaluated,
38 days after Release to Manufacture
Estimated 6 rnMhs from Delivery
4 - 6 weeks after Instal€ation Completed
17 weeks after Commissioning Complete
Aria Flltra, a Diu[slar of Troia a Tnhnologies I 93'J NY Scale Route 13, Canland, NY, LiSA
Final Ar,c p#anco
4 weeks after Performance Test Complete
Final O&M Manual 4 weeks after Performance Test Cornplete
'If Release to Manufacture (Notice to Fabrlcate) is delayed, the }purchase price outlined in Section 2.2 of this
Proposal will increase by the percentage change in the PPI from the Noticc to Fabricate date in this Proposal until
the final Notice to Fabricate date,
*The date for the Equjpment Shipment indicates all Equipment, including the Membrane Modutes will be shipped
at this time_ Any requests to hold back Equipment will inc4Er storage fees as determined based upon the rates at the
time of the initial shipment.
3.5 Cancellation:
Buyer niay not canoel this Agreement after Sales GonfirmatiOn. unless all the details are approved in writing by the
}parties, including Buyer's agreement to pay a stated amount of termina#ion charges. Unless olherwise agreed to in
writing by Seller, the termination charges shall be as follows and, for certainty, such amounts below shall include
Seller's reasonable profit farming part of the Purchase Price based upon the percentages set forth below,
5% of the Purchase Price After Sales Confiirma!ion but prior to release to purchase materials
6% of the Purchase Price After i-elease to purchase materials lout prior to release for fab ica#ion
5 of the purchase price After release for fabri^ation but prior to Equipment Completion
g5°l of the_Purchase Price After Equipment Completionbut prior to release for shipment
f0o a of the Purchase Price After release for shfpxnent
Aria Filtrn Propos�l - 0PP1938272d12.2fV025--03
Aria Fi ltra, a Diwision of Trojan Tcclmologi&S l n6 2 NY Slam ROUIE1 13, Cf)fEtand_ r4yr LISA
4. Scope of Suppler
4.1 Scope Sumrnary `Cable
225k gallon Break Tank
-
Existing
Instruments for Feed Tank
-
Existing
Five (5) Feed pump(s)
-
Existing
- - . ............................. ... .....
Five (5) VFD for feed pumps)
-
Existing .............. .............
Control of feed pumps)
-
Existing
............ ....... _........
Four (4) Feed Strainers
-
Existing
C:herraacal aosirrg system
- Existing
SettlinglClarifying system
................. ... ................ -- --- —
- �{ Existing
-
................................... .....................
entrol off protreakrnent process
- Existing
TechnologyCore
Design, Engineering. Supply e# two Aria
-
Filtra 14-inch Transverse Filter Skids
Design, Engineering, Supply of four Aria+
- ..... _ ......................... __.... _._.._.._... .._......_.._.._
Y
Filtra 14-inch Quad Rack Extensions
264 Hollow Fiber Membrane Modules for
....... ......... _....... __...... _... _ _.._..-----------
d
the two Aria Filtra 14-inch Transverse Filter
Skids
......... ................ ...
16 Hollow Fiber Melmbrone Modules for the
�
four Aria Filtra 14-innch Quad Rae
Extensions
On -skid halves
...............................................-_--...-......
Block and Bleed Valves
..:
�
The Plate Flanges are required to be
Expansion Joints Platc Flanges - �{ installed between flexible connectors
and valve faces.
Pneumatic tubing of vslves to umat" 110
black -
...............................
Module rack and intra-connecting piping
with valves 4 Intra skid pipework
....................
Modules & accessories Nf
.. _ ................ ..__ .....
Module Lifting Device
._i... . ..............
d - Per pecifiiat;ion Section 46 6133
Spare Pars Paragraphs 1.8.13 - F except 1,8,E
and 1-8.F-3
Numatics remote 00 block � -
:.
Instrumentation (FIT and 2 x PT's 1 x NTU1 :Wired to fVumatics Nock by Aria Fi1ta a
rack) I
Arita Filli-a Prnppsaal •- 0PP1938272-0226202 7-03
Ada r-Iltra, a f M21� m of Trepan Tmhnologfc5 I9 NY ;stale RmAe 13, Gartland. NY, USA
PLC, control panel for system with inputs j
frarri ancillary equipment
PLC
Software handling' of signal ie6n_k
(01 ea rwell) and feed tank (Break Tail k)
...
.. .... ... ........ .. . ..... ... . . ..... ... ..... Filtrate Tank (Clo8nN�ell) Level signal to
allow the above conkd
Wiring of signals not in Acia FLEX scope to
PLC cabinet or remote 1/0
EFMfCIP System. . ... . ... ....... ...
Neutrolization System
Chernir,all dosing tanks . . ..... ...... . ...... .... ... ............ .... .... ...................... Chemical transfer pump (as per P&ID)
Air Blower
Compressor for dry, oil free air supply
(Pneumatir, operation) .....
RV pumps
VFD's for RF pumps
Molybdenum Disulfide Anti -Seize
Reck 5 Missing Hardware
Existing
. . . . .. ... .......
Existing
Existing
4 1 4-2OmA
Existing
Existing
.............. ............
Existing
-- ----- - -- ----------- Ex
isting
........ . . . .... .... . . ... . ... . ...... . ... .... . . . ... . ...
- - - -- - ------- - -------- . . . . .... ........ Existing .................. . ............................. .....
Existing 0 psi9 min.
Existing
Existing
Local panels on sMds in Aria Filtra Scope - 1
. . . . ......
Master PLC Control panel for system with
Existing
inputs from ancillary equipment
. .... . . ... . .......
Supply of field cables from Aria Filtra
Numatic& block to the Aria Filtra PLC panel
. . . .............. ... ....... .. ... . .. ...... ... .
Termination of instruments and pneumatics: For Numatir~s blocks on the Aria Filtra
for valves into Numatics block k $ids
. .... ..... . . . ..
Nunlot" remote 110 blocks on Aria Filtra
skids
...................... . ... . .. . .. . ..... . ..........
.. .. . ........ . Supply of cables, supports and cable
termination for all iristrurnenis an the
-
Aria Filtra Aria skids
. ... .... ...... . . . ..... . ....
Supply of cables, supports and cable
termination for all off -skid wiring
between Aria Filtra Ada skids
Power distribution panels, Motor Control
Existing
Center's (MCC's).
. .. . . ....... ....... .........................
Power supply to Ada Filtra supplied
panel(s)
... . ...... ... . . ...... .. ..... ....... ....... . ...... . .... ....cPowersupply and contWorWpanels to Cl P:
Existing
heaters
... ... .... .. .. ... ........... . ... .. . ...... . .. . ...........
Ai ira Fift ra P r000.,; Al - - 0 PRI 93B2 72- 02 ZB202 5-0 3
Aria Filtra, a UMsion of Tiojw Technologiez I K9 MY State Route 13, Cartiario, NY. USA
Power supply to pumps including motor Existing
starters.
Functional description as per Aria F i Itra
Standard
Programming
All interconnecting piping from the Piping as shown an P&ID Drawing
ancillary eqUiPrnent to the individual
fzkids & racks
....
. .... .................................. ..... All interconneGfog piping between the Piping as shown on P&ID Omwing
racks, amd Olds
...... ... ..... . ...............
All valves for plant by -bass, isolations,
instrumentation isolation valves, Or—
.... .... ... ... ........... . ....... ....... . .. .. ........
All drain piping, rnernb5ane pre- Imatment
backwastj water, flush water, chemical
drains, RO concentrate drain
Required air flow meters, water flow
meters, pressure transmitters ...... . . . ... ....... ....
Pressure gauges, monitoring
As per FI&ID and instrument list
. ..... .... .. .. ...... . ................
As per P&ID and instrument list
All civil work including drains, platforms,
structures, buildings. Concrete plinths.
Note-- General Arrangement drawings
concrete slabs- This also includes heating
provided with proposal are not for
and ventilation as well as freezing
construction use. They are for
protection, which is required for offered
ruforence only.
equipment
. .. ... ..... .. .. ... ... .. ...... ......
Anchorage Analysis and Design
. ...... ...... ........ . . ... ... .................. ... ....
Aria Filtra to provide 3111 Party FE's
Anchor Bolt Calculations and Details.
Material: Specifications shall he as per
CDIVI Smith Specification Section 01
6000-
Ai ia F i I tfj P rop(isia i — OPPI 9382 7 2- 02 262 02 5-03
Aria F1 llra, a DIvIsfon of Trojan Technofc�goer 1 830 14Y State Rowe 13, C cmilaiid. MY, USA
Unloading, Mo4lntinrt and installation
Positioning, levelling, aligrimentof skid
Piping, electrical, instrumentation
termination
Installation of equipment including
block & bleed valves and
expansion joints
Installation supervision assistance and
certification
Leap checks, signals from field to PLO
........... .. ...........................
Pressure testing
Flushing vAth fresh water
................................ ............
Detailed parameter anatysis before taking
water in the plant _
Inilial parameter setting
- Installation consists of Filter Skid
(lack) assembly by the City under
Aria Filtra supervision and
Interconnecting Piping installation by
the General Contractor. Aria Filtra will
certify proper installation. If the
installation requires rework to be
certified by Aria F11tra, the rework shall
be the responsibility of the City and/or
the General ontractor-
_..--............................. ..... ...........
i
Plate Flanges (supplied by Contractor)
- = are required to be installed (by
Contractor) between flexible
connectors and valve faces, ,
- If the installation requires rework to be
certified by Ana Filtra, the rework shall
he the responsibility of the City and/or
the General Contractor,
Start-up with raw water
-
- ......... . .....
Final Settings of parameter
.-. .... .._...... ..........: -- .....;- ... ..... ...... ..... ..... .
-
Full flow reliability Tun
-
Training for Site personnel
Nf -
Spare part list ........ ... ...:.. .
erViGO Maintenanoe cordract - -
Items and preoanditions to be provided by the customer on site for the installation and the
operation of the system:
- Frost -free building to install the membrane filtration unit with an ambient temperature
between 35T and 95`s=, water, dust- and UV -protected
Foundations to accommodate the system as well as additional pumps, tanks etc.,
Arta Filtra Proposal-0PP1038272-6 262025-03
Aria Flora, a Uvision of Trojan Technol4es 1839 NY State Route 13, CoMand, NY, USA
which are not considered in specified scope of supply
• Off-loading of the equipment
• Commissioning managernent and infrastructure
Supply of all the cleaning chemicals, raw product, and waste disposal for the
commissioning of the installation
- Operating resources and staff as from the date of t;ommissianing
Sufficient operating pressure as per the specification
EffluerEl connection as gravity Iina (vented)
. Filtrate connection with max. 5 psig backpress4Ere.
The following items are not included in the proposal:
Structural or structural engineer services such as planning and erection of buildings,
foundations, scaffoldings, traffic routes etc. at the place of installation
- Building services, supplies and waste disposal in any form, as far as they have not
been explicitly mentioned above
- Wall and ceiling breaRs, connections to tanks available on site, plant integration
All modifications at buildings, plants, plant parts and piping systems existing on
ru storner s' site
- Telephone lines or Ethernet connection if data are to be transmitted over the land line
TeamViewer license (or equivalent) for customer remote acoes9 (if applicable)
• Arry components or services which are not mentioned explicitly in this quotation
4.2 Equipment Description of Major Components
Equivalent Comconeriks
Any product or part that is specified in this proposal to be provided by Aria Filtra can be substituted by Aria
Filtra, at Aria Filtra's discretion, for another product or }part that is reasonably equivalent In farm, fit and
function. Aria Filtra will provide as m4pch notioe as pfactivable for any decision to use an equivalent part,
together with information setting forth such reasonable equivalency, including after the approvals of the
First and Second Submittals (in which case, Aria Filtra will update such Submittals reflecting the equivalent
prod urt or park and will resubmit for information),
Drawina Disclosure
All drawings and documents included or provided with this proposal are for reference and informational
purposes only and shall not be relied upon or used in any way for {any uonstruclion or engineering drawings
and documents that are not part of Aria Fikra's scope_
Membrane Eauiament Control Svstem
There are no hardware changes required to the existing Control System. The software changes required
to integrate the additional Filter Skids and Optional Filter Skid Exlensions era included with this Proposal,
Aria FiIti-a Proposal— 0PP1938212-022 2025-03
AO.a Fill re, a D%65kon pl IMIMI Te(;h1VA1)gie!3 1 839 NY Stale RfRIJe 13, (;Nitand, NY, tf'-�A
I ntewation
For this exp ansion, Ar iaFiltra will revise the Pl_D program, Desktop PC HM I screens and Reports to include
the add itiarial Filter Shas and membrane skid extensions.
Aria Filtra will provide basic integration with another PLC via messaging over Ethernet with the following
data. area and critical alarms & 12 data points. (Typical data points may include total filtrate flow, total
filtrate volume. RF total volume. Rack turbidity (if provided), Rack filtrate flow, pause flags, MF system
running.) Ana Filtra is not responsible for any gateway communication cards needed to communicate to
other PLC manufactures. Aria Filtra FLC firmware is to remain unchanged. Mere extensive integration
tasks carp be provjded by Aria Filtra softwareengineers if desired, Cw tact Aria Filtra to further define these
requirements and obtain revised pricing for these services_
Membrane Filtration Feed Pumas
The expansion to 24 MG Net Filtrate Capacity requires a maximum instantaneous flow of 2 0,937 gpm.
The five existing feed pumps are each rated for 5181 gpm at 115 ft total discherge head.
ATia Filtra has reviewed the existing feed pumps and it appears that the feed pump wilt meet the system
flow and lead requirements based on the pump design point of 5181 gpin at 115 ft TDH_ Ariariltra will not
accept responsibility for determining if the existing feed pumps can support the required flow for the Plant
expansion to 24 MG or 2 8 MGD. T" expansiorx to 24 IVIG D requires a maximum instantaneous flaw of
4,937 gpm. The expansion to 28 M D rewires a maximum instantaneous flow of 24,429 gpm_ The
pumps need to be able to provide these flows (dependent upon system capacity selected) at 115 ft'YOH.
Membrane Filtration Feed Strainers
This proposal does not include an acdditiorial Microfiltration Peed Strainer. eased on the original design
flow of 7300 gpm per strainer, the feed strainers can support the flow fequirements of this expansion_ if
the actual strainer performance ;) rquiras corrective action, the corrective action shall not be the
responsibility of Aria Filtra.
14" Transverse Membrane Filtration Unit
This proposal includes two (2) 14-inch Transverse Membrane Filtration units, Each kiniE corvslsts of a
prefabricated, assembled and factory tested valve rack and a prefabricated, partially assembled module
rack_ The module rack is field assembled by the General Contractor. All stainless -steel fasteners are to
be installed with use of a molyhdenLIM disulfide based anti-,,�el7e cornpouuld. Aria. Fi€ira will use a
molybdenum disulfide based anti -seize compound for the assembly of the valve rack and the pre -
assembled portion of the module rack. Aria Filtra will also provide molybdenums disulfide based anti -seize
compound for use by the Customer and General Contractor during the field instatla#ion of the equipment.
Aria I- Am Pfoposal — 0PP'I938272-022G2025-03
Aria Filtra, aE division of Trojan Technologies 1 839 MY State Route 13, Corli nd, MY, USA
Quantity
Two (2) (N)
Type...
Hybrid Transverse, 316L
T and HDPE Piping
size
14 inch
Modules per Rank
132
Module speces per Raa
132
Type of Module
Follow Fiber filtration
module
Module Fart Number
UNA-620A
Membrane Material
PVD1=
Operating Configuration
Outside — Inside
Surface Area
538 f12 (50 m2)
ANSI Class 150 lb Flange
Pattern — on -skid piping will
Customer Connections
be Stainless Steel or
HDPE- Interconnecting
piping by Contractor to be
-
as specified by CDM Smith
-
Operational Limits
b - 46
Max Feed Pressure
Up to 4 barg
Hach TU5400 w1 C4500
On -Skid Turbidimeter
Controller
Aria Fillra Pfoposal — 0PP193827 -022 2€}25-03
Arta Rua, a E}]ulsinn of 1-rot an Technalogles I " NY Scare Poule 13, CarilaivJ, MY, USA
Valve Rack Butterfly Valves
Bray Series 31 wlSenes-
9J93 Actuators
Valve Back Feed Flaw Meter
E&H Promgg VV400
Valve Fuck Pressure Tmnsrnittors
Rosemount 3051
Valve Back Feed Piping
14' 3161. Sch. 10 Stainless
Steel
Valve Rack Filtrate Piping
_ _
14' 316L Sch. 11} Stainless
Steel
14" 316L Sch. 10 Stainless
Valve Rack XR Piping
Steel
Module Rack Feed Piping
14" 3161- Scfr_ �0 6ta+rrless
Steel
14" 16L Sch. 10 Stainless
Module Rack Filirake Piping
Steel
Module flack XR Piping
14' 316L Sch_ 10 Stainless
Steel
All Other halve Rack and Module
HDPI= ([1�217}
Rack Piping except Control Air Piping
Valve Rack Control Air Piping
304 Sch_ 40 Stainless Steel.
Control Air Pneumatic Tubing
Fre-thane@) Paiyuretharke
Tubing
Transverse Collectors
Xyron Tm
-
Painted Ga,rbon Steel {Paint
Structural Frames
System as per CDM Smith
Specification Section 46 61
63 Paragraph �.2.D.3.a
Remote 110
Numatics G3 Series
Manifold Joints
Flanged or Grooved
Grooved Couplings
faruvlok Galvanized Steel,
1
1M Hardware
Existing 14' Quad Membrane Filtration Unit Extensions
This proposal Includes Extensions for the four existing 14-inch Quad Membrane Filtration uinits. Each
Extension will add four nriodules to the existing racks, bringing all installed racks to 132 modules each_
Each unit consists of prefabricated, partially assembled module rack extensions. The module rack is field
assembled by the General Contractor. All fasteners are to be installed with use of a molybden41m
disulfide based anti -seize compound. Aria Filtra will use a rnolybdenum disulfide based anti-'serze
mpound for the assernbly of the valve rack and the pre -assembled portion of the module rack_ Aria
Filtra will also provide maiybdenum disulfide based anti seize compound for use by the Custorner and
General Contractor duririg the field installation of the equipment,
Aria Fillra Proposal - 0PP I938272-022620 5-0
Aria FII#ra, 2 Division offrojan Techndow ies l $39I�YSdaie ROtote �3, C:orlla�l, C#Y, USA
* - ! L�=1111_Ur<�.1[ll�lt��ii *C311�I1{�l�f4k�It=Jk�J1�
Quantity
Four (1). (N)
Type
Quad, HD_PE Piping
6 inch, 8 inch
_Size _
Additional Modules per Fuck
�# —
Additional Module spaces per Rack
4
Type of Module - --
_
-Hollow fiber filtration
Module Part Number
UN -620►1
Membrane Material
PVDF
Operating Configuration _
Outside - inside
urfaoa Area
538 ft (50 m2)
Manifold Connections _ _
Vlctaulio Style
gperational Limits
0 - 400C
Max Feed Pressure
Up to 4 barg
6" HDPE Feed Manifold Extensions
4 per existing Skid
6' Carbon Steel Feed Manifold
4 per existing Skid
SUP POrt Extensions
6' HDPE Filtrate Manifold Extensions
_4 per e isft. Skid
6' Carbon Steel Filtrate Manifold
4 per existing Skid
Support Extensions
8" HOPE XR Manifold Extensions
2 per existing Skid
8" Carbon Steel XIS Manifold Support
2 per existing Skid
Extensions
" HDPE Air Scrub Manifold
2 per existing Skid
Extensions
_
Carbon Steel Air Scrub Manifold
I per existing Skid
Support
Carbon Steel Module nark Tree
i per existing skit+
Miscellaneous Hardware (Nuts, Bolts,
1 Lot per exiting 5kid
Dashers)
Expansion Joints - B;+ Others
This proposal does not include Expensim Joints and Plate Flanges for the two new 14-inch Transverse
Membrane Filtration units and the existing Rack 5 Membrane Filtration unk. The expansion joints and
plate flanges are to be supplied by tho General Contractor. The expansion joints are to be field
assembled by the General Contractor. All fasteners are to be installed with use of a molybdenum
disulfide Fused anti -seize compound- Aria Filtra will also provide molybdenum disulfide based anti -seize
compound for use by the General Contractor during the field installation of the equipment. The Plate
Flanges are required to be installed between the flexible connectors ant the mating valve Paces were
applicable. The off -skid piping that connects to the valve rack is to be designed, supported and installed
by Others so that no load is transferred to tha piping connections on the valve rack.
Aria Filtra recommends the use cf expansion joints that meet the below criteria. The Plate Flanges
should be oonstrucled of 316 Stainless Steel with an ANSI B16.5, Class 150# drilling Pattern. The Plate
Flanges should be ` " thick. The Plate Flanges should be manufactured by Shaw Stainless and Alloy or
an equivalent manufacturer -
Aria Filli-a PFOP4 ! sA] -- Cif P'l938272-02262025.03
Aria F I I Ira, a Divlsian d Tro}an Tee h idogies I ng NY State Roule 11 Coniand, NY. USIA
Model
Style
Flange drilling
Arches
RijWer Material
Split Retaining Rings
Control Rods
_ Size
14_inch
12 inch
6 inch
4 inch
ManUfaoturer
Model
Style
Flange Drilling
Arches
Rubber Material
Split 1etaining Flings
Control Rods
Size
12 inch
a inch
4 inch
Membrane Filtration System Snare Parts
Red Vaive
Red fie, x
Flanged —
ANSI B16.5, Class 450#
Single Open Arch
EPL)M, NSF-61
316 Stainless Steel
316 Stainless Steel
Quantity
Six (6)
Two (2)
Four (4)
f Two.(2j.
Red Valve
Redflex J1
-- Flat ed
_ — ANSI 1316,5, Class 150#
Single Open Arch
EPDM, NSF-61
316 Stainless Steel
316 Stainless Steel
{quantity
Four (4)
Two ()
One (1)
This proposal includes the following spare Parts, as per Specification S ectioij 46 61 83 Paragraphs 'I.8.13 —
F except 1.8.E and 1.6.F.3.
MIMM
Desc0ption
Quantity
VALVE.8ALL,O_ 375IN. 150#, TLt B E,P0Rd,,1
VALVE,DIAFHRAOM, 0.25",PVO,PLI fb-MATIQ
VALUE. BALL, 0.5IN. 800#,THRD, 316GST
VALUE,OF{EC K, BALL, 1.QIN 1509,FPTrSST
REGULATOR, AIR FRESS,0.501N,14,40PSI,QI
VALVE, BTFL,2IN, 13RAY3i,LLIG,DA,PER
VALUE,STFL,11N,BRAY20, AFE R, R,PER,LS
VALVE, BTFL,BIN, BRA`f31.LUG,DA,PER
VALVE. BTFI-2-1K BRAY31,t-UO,DA,PER,LS
12 I
VALVE. STFL,61KBRAY31,LUO,DA,Przp,LS,TS
2
Aria Filtra Proposal — 0PP193827 -02 6�02 5 -03
Aria Filfro, a OiviSiftn of Iraian Tec+tinadogle& 1 83� MY Stale Rage I3, CW1and_ NY, USA
VALVE. ETFL,12IN, 8RAY31.LLJG,DA,L ,PER
2
VALVE~,PTFL,6IN,l3RAY31,LUO,DA,PFR,L
2
VAt_VE,BTFLAilN,B.RAY31,LU , R,FC.,I=§,PER
2
VALVE,BTFL,3[N,BRAY31,LUG,DA,L ,PER_
VALVE. BTFL,I IN,BRAY31.LU ,DA,LS,PARL
2.
VALVE, ETFL,141N,BRAY31,LU ,DA,POSIT,PER
1
SEAL KIT for
1
AI-VE, BTFL,141N. BRAY31, LtJ O, DA, POSIT, P E= R
MODUI-E,MF,UNA-620A
I
O-RINGNODULE,AUME-UV62-10E
4
ASKET.AUME-UV6 -1IBAR ONN
t
PIN, MODULE,AUME-UV62�9
100
Module Lifting, Qevice — By Others
The module lifting device far handling the Asahi UNA-62OA modules is to be provided by Others-
[V7anfactr€rer
Model--- -
Power ---
Lift Capacity
Lilt Range
Type of Module
Module Part plumber
Membrane Filtration Svstern Backwash (RF) Pump&
One (1) (N) I
Piedmont
Fibermove;" �
Hydraulic, ( anual)
300 pounds
35,
Hollow fiber filtration
module
Thera are no changes required to the existing Backwash (RF) Pumps.
Membrane Filtretion System OIPfEFPA System
There are no changes reglairW to the existing ClPIEFM System.
Chemical Transfer Purnos
There are no charig es. regWred to the existing Chemical Transfer System -
NCLiVallzation Bvslem
There are no changes required to the existing Neutralization System -
Aria Fillr:� Ptopoc nl -- OPPI938272-022620 5-03
Aria Flllra, a UMsion of Trojan Technologies. 1 1330 NY Stale Route 13. CoMand, NY, USA
Cam Dressed Air System
The re are no chail ges required to the existing Cornpressed Air System -
Process Air System
-Aiere are no changes required to the existing Process Air System_
Aria Filtra Proposal — 0F'P11)38272-02262025-03
ArFa Flltra, a division of Trojan Technuingies J 4319 NY &ate Route 13. Cortland, NY, USA
4.3 Submittal Description
This proposal inclLides all submittals as por ODM specification Section 01 00.
Submittals shall be in electronic format via a secure application for approval. Final h ardcopies of the revised
Operation and Maintenance Manual will be submitted after the Performance Testirtcg is complete so that
any changes are captured,
Aria Filtea will commence the Seismic Analysis after the First Submittal and prior to the Second Submittal.
The SeiSMic Analysis will be provided as a separate submittal after the Second Submittal due to the lead
time for tho seismic analysis,
If the seismic analysis indicates that str4IcWral Cangea to the Filter Skid frames, the re-quirad flanges will
he made to the Aria Flltra's fabrication dra►n+ings aW incorporated in the Filter skid General Arrangement
drawing- Due to the potential for structural changes, the 5iiter Skid General Arrangement Drawing will be
submitted as °Preliminary, Not for Construction" and should not be used for ooncre€e design.
P&ID
Membrane Filter kid/Rack Assembly Drawing
Power Single -Line Diagramlhletwork DiagramfSystem Interconnection Dotails Drawing
Systern Functional Description (S D)
......................... . ....
Main Control Panel Drawing
.. _.......
Valve Rank Parcel Drawing
.. ... ........ ............ . - ....... -- .... _.......... _ .--- —--........ — --............ -..... .................... ..............
Instrument List and Supporting Vendor lnformatian (catalog cut sheets)
Equipment List and Supporting Vendor- Information (catalog cut sheets)
Valve List and Supporting Vendor Informa<bw (catalog cut sheets)
Recommended Spare Parts List
.. _ ............... ......
Revised Operation and Maintenance Manual
............................................._-....--- ........
_..............
............. --- ...
_...
_._.._...
- -
Software License Transfer DocurnentatO n
Aria F0rn Propognl - 0PP1938272-02262025-03
Arla flitra, a Dvision of TnAan Technologies 1 839 NY State Route 13. Cortland, NY, USA
4A Services and Labor
Delivery
This proposal includes on -site services of a Field Service IE-ngineer for 3 days an site in 1 trip for delivery
inspection of the system. Each day shall be considered 8 hours on site.
Installation Guidance SuDoort
This proposal includes on site services of a Field Service Engineer for 5 days on site in I t6p for
inistallatioin guidance of the system. Each day shall be considered 8 hours on site- The Field Service
Engineer will be on site to provide guidance and instruction on steps to be takfen for ins italfattion. of the filter
skid unit, The Field Service Engineer is not to be perfoririing the actual work of installation- This is to be
perform by the project GC.
Any downtime not related to installation of equipment provided by Aria Filtra shall not be ca4ise to extend
the allotted time of the Field Service Engineer on site.
Intearation
For this expansion, AriaFiItra will revise the PLC program, Desktop P HMI screens anti Reports to include
the additional Filter Skids and rrtembran c skid extensions.
Aria Filtra will provide basin integration with the Plant SCADA PLC via rnessaging over Ethernet with the
fallowing data related to the expansion: area and critical alarms & 12 data points forthis expansion, (Typk;iA
data points may include total filtrate flow, total filtrate volume, RF total volume, RacR turbidity (it provided),
Rank filtrate flaw, pause flags, MIF system running-) Aria Filtra is not responsible for any gateway
corrimnica#ion cards needed to commuinieate to other PLC manufactures- Aria Filtra PLC firmware is to
remaiii unchanged- Moire extensive integration tasks can be provided by Aria Filtra software engineers if
desired, GiWscf Aria Filtra to further define these requirements and obtain revised pricing for these
services.
Corn rnissionincl
This proposz3I includes on -site services of a 12ield Service Engineer for up to 32 days on site in 7 trips for
commissioning of the system. Each day shall be considered 10 hours art site.
Operstor Traininq
T111s proposal includes on -site services of a Field Service rzngineer for 2 days on site in 1 trip for Training.
Each day shall be considered 8 hours on site. This proposal does not incWde time for training separate
groups on separate schedules. The time will be split between a classroom presentat€on and hands-on
training with the equipment.
Aria f=illra Proposal — 0 P P 1938272-02262025-03
Asia Filtra, a Diwisian of rrvjark T rlrnolagt [ 8-19 NY 8AA& Houtr, Y:t, Cortland, NY, USA
Performance Testinq
This proposal includes on -site services of a Field Service Engineer for 65 days on site in 13 trips during
performance testing, The Field Service Engineer will be on site Mmday through Friday during the
Perforinence Test period, Each clay shall be considered 8 hours on site -
Arty downtime not related to performance of equipment provided by Aria 1=iltra shall not be mused to restart
the test but the test period will be extended by an amount of time equal to the resulting otiline time. On -site
servir, . duriDg the Performance''esting are at the discretion of Aria Filtra- Dueing the Perforrance Testing
the system will be operated by the Owner -
Asia Fimlwj Prr}posaI ^ ()PP1938272-02262025-03
Arta Flltra, a Dluisian or Trojan Technologies 1 839 NY Stale Rome 13, Cartland, NY, USA
. Technical Summary
5.1 Process Suminary
Source Description
It is assumed that the source of the water for the system is unchanged from the original project_
Treatment Processes Prior to Membrane Fiitration
It is assumed that the Treatment Processes upstream of the Membrane i=iitration System are unchanged
from the original project_
membrane Filtration Feed Water Dhai-acte stics
Quality of the water entering the Aria riltra Membrane Filtration System as summarized in table below forms
the basis of design for this proposal. In the event that the feed water to the mom brane filtration system i
outside these parameters the system performance, cleaning protocol, operating parameters, and/or
warranties may be affected,
Alkalinity, Total
Fats, Oils, Grease (FOG)
...................
Hardness. Total
i--Iydrocart ns
Mgll as CaCO3
Ma
................
mgll as CaCO3
.................
mgfL
<10
--
<20
- —
_..... __........ _...
200
0
..._ _ ......
300
.....
(I
Note 1
Note 2
Note 1
Note 2
—---._..._.._._...........
Iran, Total (Fe)
mplL
<0.1
E 1.0 E
Nole 1
............................ ............... ..
Manganese, Total (Mn)
mg1L
<0_02
0.5
Note i
Organic Carbon. Total (TOG)
.._.._.._.._..... _ ,
mg/L
0_0
5_0 �
Note 1
...............
H
&0
dote 1
Turbidity
NTU
0_ I
5.0
Note 1
Notes;
I — Values from the original Fort Worth Westside specification from
200
2 — Values assumed by Aria Filtra
in the absence of data
Aria F1I Ira, a Dlvislcm of Trojan TcclinolNies l aa9 NY state Route la, Cortland. NY, USA
6.2 Treated Water Objectives
The proposed membrane system is designed to achieve the followirlg resu[t� given the feed fluid
conditions described in Section 4.1 of this proposal and ape ration of the system in accordance with the
operation and rnaintenance inanual_
14' Transverse Racka Addifional Daly Net F[Itrate Capacity of 8.24 M E]
14" Quad Rack Fxtensioins Addjtjoilal daily Net Filtrate Capacitor of 0.55 MUU
Turbidity less than 0.10 NTU 95% of the time, below 0.15 NTU at all tirnes with the exception of
infrequent, out[ying data points that can he directly attributed to instrument error, impropercleaning,
bubble interference or post filtration precipitation,
5.3 Operational Parameters
5.3.1 Membrane Filtration Systorn Operational Parameters at Design Flow
Existing System plus additional 14" 28-24 MGD
Transverse flacks Net Filtrate Capadty
Existing System phis additional 14" 98.95 NJG;D
Transverse Fucks and 14' Quad Fuck
Extensions NO Filtrate Capaclty
Recovery 97 °l1-
Instantaneous Flux 70.8 GFID
FIM (Backwash) Interval 490 Gal of filtrate prcduccd per module
EFM Interval
1 D-)y
IP Interval 30 Days
a.3.1.1 Flux Maintenance (FM), Enhanced Flux Maintenance (EFiVI), and
Clean in Place (IP) processes for each rack
Piux Maintenance (Backwash):
Simultaneous Air COLIf{Filtrate Reverse Filtration to drain:
2.5 SUM Air per Module, 6.5 GPM Reverse Filtration per Module for 9 mirnute
Feed Flush to drain:
18 GPM feed water per Module for 20 seconds
Ar is FIItp;, Prfiprrszrl — OFP'1938272-47-262025-03
Aria Flitra, a Oh&ian of Trojan Technologies [ 839 NY Mare Roure 13, Gorfland, NY, 11,54
Enhanced Flux Maintenance (EFM):
TOC as the most Prevalent fouling matter:
8.0 gallons of 10% stack NaO Cl in 2200 gallons of Potable water at 95'-1057.
Target Concentration: 400 rng?L NaO l
Circulate this soluWn for 30 minutes then flush with 4000 gallons of Potable water_
Each EFM ChorniGal batch is. fefreshed to clean 3 racks.
Chemical Clean In Place (€Rl:
Chemical Clean in Place Procedures for each rack are expected every 30 days_ The recipe for each
IP of each rack is as follows-
0 gallons of 10% stack NaOOI and 28.8 gallons 50% stock NaOH in 2200 gallons of f otaf)le water
at 95-104°F.
Target Concentration: 1000 mg1L NaOO1. and I % NaOH
Circulate this solution for 2 hours, then Hush with 2000 gallons of Potable water.
70.9 rgallan� 50 stock Citric Acid its 2200 gallons of Potable water at 95-104°r_
Target Conceritration. 2.0% Citric Acid
Oircukate this solution for 1 hour then flush with 4000 gallons of Potable water.
Each UP Chemical batch is refreshed to clean 3 racks.
Aria rill ra Proposal — OPP 1938272-02262025-03
Aria Htra. s Divisian of Trojan TeclirkWogi(!5 I 8�19 NY State Hauls Q, C:orlra nd, MY, USA
6.4 Acceptance Criteria
The system shall be accepted by the end LIS9'r upon completion of all of the following;
1) Delivery of the equipment listed in Section
) {completed System Commissioning
3) Completed Pcrformarice{Acoeptance Testing
Note. Aoceplanre of the system is not to exceed ninety (90) days from completion of above.
5.5 Performance Test
Timis Proposal includes a ninety (90) day Performance Test, fluting the Perfornrance Test period the
system will be monitored for;
I ) Prod 4lction Capacity — 4.12 MG D per Back
) Maximum I nsta ntan eaus Flux— 70.8 r-D
3) Tra nsm emb rane Pressure — 35 psig operating, 43.5 psig (3 bar) Maximum
4) Filtered Water Turbidity - <9.10 NTU 95% of the time, <9.15 NTU at all tunes with the exception
of infMuent, outlying data points that can be directly attributed to instrumernt error, improper
cleaning, bubble interference or past filtration precipitation.
5) Membrane Integrity
After cornpletion of the Performance Test, a Performance Test Report will be generated and subrni(led for
approval.
All specified Warranty requirements apply solely to the equipment and modules covered in this Propo aI
and da not apply to any and all existing equipment or modules,
Aria Fills F'roj)osal -- OPF1938272-02262025-03
Arla Flltra, a Division of Trojan Technotagies I B9 NY State Route 13, Cortland, NY. USA
6. Limited Warranty
Seller warrants to Brayer that the title to the goads conveyed shall be proper, its transfer rightful, and free
from any security interest, lien, or other encumbrance upon delivery- Seller shall defend, indemnify, and
hold Buyer hwmleas against any liens, claims, or demands to the extent caused by a breach of the
foregoing warranty-
6.1 Limited Hardware Warranty
Seller warrants to Buyer that during the Warranty Period (as defined herein), the goods manufactured by
Seller, when properly installed and maintained, and operated at ratings, speodica#ions and design
conditions specified by Seller, will meet Sellers specifications for such goods and will be free from
material defects in material and workmanship (this "LImlted Warranty"), The'Warranty Period" shall
commence upon the delivery of the goods and shall expire upon the earlier of (a) twenty four (24) months
after the date of Start -yip (as defined herein). or (b) thirty (30) months after delivery, or deemed delivery
defined in Section - -5, of the goods,
"Start-up" shall be oonsidered achieved when the goods provided by Seller have been demonstrated to
be operational and functioning properly to the extent the goods are ready for 4tse or readied for the
commencerneen# of any required performance test or evaluation specified by Seller -
If the defects are of such type and nature as to be covered by this Limited Warranty, Seller shalt, at its
option and ira its sole discretion, either.,
a. accept return of the defective goods and furnish a replacement goads, or
b. furnish mplacemenl parts For the defective goads; or
c- repair the defective goods; or
d, accept return of the defective goods and return payments made, or issue credits for, such defective
goods.
6.2 Limited Module Warranty
Twenty (20) YEAR: Ten (10) YE=AR A13SOLUTE AND Teri (10) YEARS PRO -RATED)
a. In addition to the foregoing, Seller warrants to Buyer that during the Module WarreMy Period (as
defined herein), [lie membrane modules, when properly installed, maintained, and operated at
ratings, specifications, and conditions specified by the Contract daicuments and Seller`s Opefations
and Maintenance Manual ("O&M Manual"), will be free from defects in material and workmanship.
The "Modulrz Warranty Period" shall commence upon the delivery of the membrane modules and
shall expire upon the earlier of (a) one hundred twenty (120) months after the date the mod UIa is
urkparhaged and ins#ailed (" First Use"), or (b) one hundred twenty-six (16) mojiths after delivery,
or deemed delivery defined in Section 6.3.5, of the membrane modules-
b. Owner and Seller will work together to optitnlze the specific operating protocol to be used including
number of racks online, flow rates per rack, cleaning technique and eleanir«n set points with the goal of
achieving excellent longterm performance. Any change in operational conditions, including feedwater
chemistry or con1aiminan#s will require Seller's review to determine the potential irn pact on this warranty-
o. If, during the Module Warranty Period, the rembrane modules fall to perform as outlined by the
Contract docUinents during the Absolute Replacement Period (as defined herein), Seller will be given
the opportunity to remedy the situation by modifying operating and/or cleaning protocol. If Seller is
not able to rernedy the situation, Seller will repair or replace those modules that do not peffonn if they
are removed ffom service dote to poor performance.
Aria FiItra, zk Division of Trojan Technologies I 839 NY State route-l3, Gartland, NY, USA
The "Absolute Replacement Period" shall commence upon the earlier of (a) the date of mode€e's
First Use or (b) eigh#eon (18) months after delivery, Ohom� e an item_ and shall expire after twelve (1 )
calendar months_
d_ If the membrane modules fail to perform as ou#lined by the Contract d0 urment% during the Prorated
Replacement Period (as defined herein), Seller will be given the opportunky to remedy the Situa€ion
by modifying operating and/or cleaning protocol,
The "Prorated Roplocom0nt Period" shall Gornrnence upon the expiration of the Absolute
Replacement Period acid shall terminate upon expiration of the Module Warranty Period.
If Seller is no# able to remedy the situalion or repair the modules, Seller will replace those modules at
the following replacement price:
Replacement Module Price = (Seller's current module price) * (number of months from First Usef
number of months in the Module Warranty Period.)
e. Seller is committed to continuous development of its filters and filter 6houl.d membrane
technology improve, for e amp€e via changes iti the permeability or operating flux rates cf the
membranes, Seller reserves the right to provide a suitable number of alternative membrane
replacements during the term of our warranty and beyond_
f, III order to maintain this Urnited Module Warranty validity, Clean -in -place (" IP") {rust be conducted
by the Buyer at this, interval anti conditions as stated in Seller's O&M Maaival, or as may be modified as
stated herein this Limited Module. Warranty.
g. Seller's liability under this Limited Membrane Warranty is limited solely (in Seller's discretion) to replacing
(FCA original shipping point), repairing, or issuing credit for products that become defective during the
Module Warranty Period.
6.3 Limited Worraatty for Services
Seller further warrants. that the services, if any, will be performed in accordance with applicable law and
industry s(andards by qualified personnel (this-Ltmited Warranty far 3ervlces"); this Limited Warranty for
Services shall survive for 30 days following 3elier s completion of the service6 (the "Service Warranty
Poriad"). In the evert# of a warranty claim under this Limited Warranty for Services, Buyer shall inform
Seller promptly in writing of the details of the claim within the Service Warranty Period. Seller's liability
under any service warranty is limited (in Seller's sole discretion) to repeating the service that during the
Service Warranty Period does not {neat t€xis Urrri#ed Warranty for services or issuing credit for the
nonoonforming port€ors of the services_ If Seller determines that any warranty claim is not, in fact, covered
by the foregoing Limited Warranty for Services, Buyer shall pay Seller its then customary charges for all
services performed by Seller.
6.4 Otheir Limits
Seller's warranty hereunder excludes, and in no event shall Seller be liable for, defects or darnage arising
out of or caused by:
a. abuse, improper modification, improper maintenance, improper installation, or improper operation by
persons other than Seller, or
b. corrosion including microbial -induced corrosion, chemical attack, unless rorrosive or damaging
conditions were disclosed by Buyer and the contract documents require the goads to withstand such
conditions; or
Aria Fittra, a Division of Tfojan Technologies 1 839 NY State Route-13. Cortland, MY, USA
c, use in a manner contrary to sellere written instructions or negligence of persons other than Seller; or
d, darnage or adverse effects caused by processes or operational events external to Seller's supplied
equipment or autside of Seller's control including hydraulic shock (water -hammer); or
e, foreign debris including partictilate matter not typical of the expected process fluid Or feed source(s), or
debris originating from components or processes not supplied by nor identified to Seller; or
influences from catastrophic accidents includingg those that negatively+ affect the process fluid's
quality, installation Integrity, or site utilities_
In no event shall Seller be liable for any goods repaired or altered by someone other than SeI€er except as
authorized in writing by Seller_
6.5 Notification
Bayer shall promptly notify Seller of any breach of Seller's warranties within the applicable Warranty Period
and provide Seller with an opportunity to inspect and test the goods or services claimed to fail to meet the
above Limiters Warranties, Buyer small provide Seller with a copy of the original invoice for the product or
service and prepay all freight charges to return any goods (or parts thereof) to Seller's factory, or other
facility designated by Seller. All claims must be accompanied by full particulars, including operating
conditions. if applicable, If Seller determines that any warranly claim is not, in fact., covered by the forega!ng
Limited Warranties, Buyer snail pay Seller its then customary charges for any additionally regLiked service
or products,
6.6 Exclusive Obligations
THIS WARRANTY 18 EXCLUSIVE. THE LIMITED WARRANTY AND THE LIMITED WARRANTY FOR
SLIRVICI=S ARE THE SOLE AND EXCLUSIVE OBLIGATIONS OF SELLER NTH RESPECT TO THE
DEFF.,CTIVE GOODS AND SERVICES. SELLER SHALL NOT HAVE ANY OTHER OBLIGATION WITH
RESPECT TO THE GOODS, SERVICES, OR ANY PART THEREOF, WHETHER EASED ON
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THE REMEDIES SET FORTH ABOVE
SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR
ANY BREACH Of THE LIMITED WARRANTY SET FORTH HEREIN EXCEPT FOR THE WARRANTIES
SET FORTH IN THIS SECTION, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO
THE GOODS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY (a) WARRANTY OF
MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY
OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF
A THIRD PARTY; WHIEETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
6.7 Buyer Breach
In na event shall Buyer tie entitled to clairn under the above Limited Warranties if Buyer is in breach of its
obligations, including b4it not limited to payment, hereunder.
Aria Fiitrar a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY, USA
7. Additional Terms and Conditions of Sale
of Systems and Made to Order Goods -
The Americas
7.1 Applicability: Entire Agreement:
7.1.1 'These terms and conditions of sale
(these "Terms") are the only terms which
govern the sale of the goods identified on
Buy+er's purchase order (the "Goods") by Seller
to Buyer. By placing a purchase order, Buyer
mattes an offer to purchase the Goods
pur,suant to these Terms, in jding (a) list of the
Goods to be purchased; (b) the quantity of
each of the Goods ordered; (c) the requested
delivery date; (d) the unit Price for each of the
Goods to be purchased; (e) the billing address;
and (f) the delivery location (the "Basic
Purchase Order Terms"), and an no other
terms_
7.1.2 The accompanying quotation, proposal,
confirmation of sale, invoice, order
acknowledgment or sirnijar document delivered
by Seller to Buyer (the "SalesConfirmation"),
the Basic Purchase Order Terms and these
Terms (collectively, this "Agreement")
comprise the entire agreement between the
parties. and supersede all prior or
contemporaneous understandings,
agreements, negotiations, representations and
warranties, and communica#ions, both written
and oral_ These Terms prevail over any of
BLIYeir'S general terms and conditions of
purchase regardless whether or when Buyer
has submitted its purchase order or such
terms. F4rlf'lllrrrent of Buyer's order dues rnot
constitute acceptance of any of Buyer's terms
and conditions and does not serve to medify or
amend these Terms.
7.1.3 Notwithstanding anything herein to the
contrary, if a written contract signed by both
parties is in existence covering the sale of the
Goods covered hereby, the terms and
conditions of said contract shall prevail to the
extent they are inconsistent with these TeTMS-
7.2 Buyer and Seiler Responsibilities:
7.2.1 Buyer shall be responsible for correctly
specifying and advising Seller of its
requirements for the Good , including, where
applicable, design specifications, and is
responsible- for any discrepanciesr errors or
omissions in dr8wings, docurnenta,tion or other
information supplied in writing by it, if any, or
between such documents and any of the other
documents forming part of this Agreement_
Buyer agrees that the design specifications
and requirements described In Buyer's
docurents delivered to Seller correctly
represent BuyoCs requirements for the Goods
as advised to Seller and acknowledges that
Seller's supply of the Goods will be based on
such design specification and requirements,
7.2.2 It is Buyer's sole responsibility to
enure that its premises are safe and
suitable for the installation end operation of
the Goads or performa.noe of any
associated services_ When requested and
appropriate, and at Buyer's cost, Seller
shall, prior to delivery of the Goods, inspect
the relevant premises to confirm that the
premises are suitable for the installation
and operation of the Goods and, if Seller
performs such inspection and determines that
any aspect of any inspected premises is
Wt s4ri#able fOr the instalWfign arld operation
of the Goods, Seller small provide Buyer
with such information in writing and such
assistance as may be necessary to enable
Buyer at its own cost to prepare the
premises so that they are suitable for the
installation and operation of the
Goods.
7.2.3 Buyer shall allow the
authorized personnel of Seller access to
its premises during normal working hours for
the purpose of performing its obligations
under this Agreement,
7.2.4 If Seiler is performing installation,
oversight, ar commissioning services and, in
the reasonable opinion of Seller, it is
necessary to remove or disconnect
any existing equipment of 13uyer to install
or commission the Goods, Seller shall give
Buyer reasonable prior notice of such
requirements and Buyer shall provide
Seller, at Buyer's cost, with such
assistance as is reasonably necessary to
facilitate such removal ar disconnection.
7.2.6 Standard terms of sale include two
sets of operating instructions in Seller's
standard eleotronii: format. If additional
sets or alternative formats are
nequiredr they are available at an
additional ch8irge. Upon receipt of request for
additional sets, a price quotation will be
forwarded.
Aria Filtra, a Division of Trojan Tochnologk", 1 839 NY �#a#o �tou#c-E3, Cortland, NY, Lf A
7.3 Delivery;
7..1 The Goods will be delivered within
a reasonable time after the receipt of
Buyer's purchase order, subject to
availability of finished Goods_ The delivery
anchor shipping schedule is the best
estirnatc possible based on conditions
existing at the time of Seller's Sales
Confirmation or Seller's quotation and
receipt of all specifications, as applicable,
and in the rase of non-standard items, any
such date is subject to Seller's receipt of
complete information necessary for
design and manufacture. Seller shall not
be liable for any delays, lass, or damage in
transit or for any other direct, indirect,
or consequentia€ damages due to
delays, including without limitation, lass of
use.
7.3.2 Seller may, in its sale discretion,
without liability of penalty, deliver partial
shipments of Goods to Buyer and ship
the Goads as they become available, in
advance of the quoted delivery date, If the
Goods are delivered in installments, then
insofar as each shipment is subject to the
same Agreement, the Agreement will be
treated as a single contract and not
severable.
7.3.4 Seller shall rnske the Goods available
to Bayer at Seller's factory or designated
shipment point (each, "Seller's
Shipment Paint") using Seller's standard
methods for packaging and shifiping such
Goods_ Buyer shall take delivery of the
Goods within 5 days of e€ler's written notice
that the Goods have been delivered to the
cellar's Shipment Point_
7.3.5 If for arty reason Buyer fails to accept
delivery of any of the Goods on the date fixed
pursuant to Seller's notice that the Goods have
been delivered at the Seller's Shipment Paint,
❑r if Seller is unable to deliver the Goods at the
Seller's Shipment Point on such date
because Buyer has not {provided
appropriate instructions, documents,
licenses or authorizations; (I) title and
risk of loss to the Goods shall pass to Buyer;
(€i) the Goods shall be deemed to have teen
delivered; and (iii) Seller, at its option, may
store the Goods until Buyer picks them up,
whereupon 9uyer shall be liable for all
related casts and expenses (including,
without limitation, storage and
insurance).
7A Shipping Terms,
Per the Shipping Terms defined in Suction 2.4 of
AriaFiltra Proposal.
7.5 T€kle and Risk of Loss:
Titie and risk of loss passes to Buyer upon the
earlier of (i) delivery of the {goods at the Seller's
Shipment Point or (ii) deemed delivery pur cant
to clause 6.3.4 above_ As collateral security for
the payment of the purchase price of the Goods.
Buyer hereby grants to Seller a lien on and
security interest in and to all of tine right, title, and
interest of Buyer in, to and under the Goods,
wherever located, and whether now existing or
hereafter arising or acquired from time to tune,
and in all accessions thereto and replacements or
modffiCations thereof, as well as all proceeds
(including insurance proceeds) of the foregoing.
The security interest granted under this provision
consti#�a#es a purchase money security interest
under the New York Uniform Commercial Codc.
7,6 Inspection and Rejection of
Noncofforming Goods.
7.6.1 13uyer shall in9pect the Goods within 10
daps of receipt for purposes of identifying the
Goods and general verification of quantities
and observation of apparent condition to
provide a basis fof a progress payment. (the
"Inspection Period")_ Within ten days of such
receipt. Buyer shall provide Seller with written
notice of Buyer's determination regarding
conformity of the Goods. In the event Buyer
does not provide SLICK notice, it will be
presumed that the Goods appear to be
conforming and that Buyer has accepted the
Goods_ Such notification shall identify each
and every allegad nonconformity of the Goods,
including any missing parts and describe that
portion of the shipment in question_
7.6.2 If Buyer timely notifies Seller of any
nonconforming Goods, Seller shall, in its sale
discretion, (i) replace such nonconforming
Goods with conforming Goads, or (ii) credit or
refund the Price for such potion of
nonconforming Goods, together with any
reasonable shipping and handling expenses
incurred by Buyer in connection therewith_
Buyer shall ship, at its expense and risk of loss,
the nonconforming Goods to Sellers Shipment
Point_ If Seller exercises its option to replace
noncoritorming Goods, Seller shall, after
Arla Filtra, a Division of Trojan Technologies 1 &39 NY State Route-13, Coelland, NY, USA
receiving Buyers. shipment nF nonconforming
Goods as applicable, ship to Buyer, at Buyers
expense and risk of [ass. the replaced Goods
to the Seller's Shipment Point.
7.6.3 Buyer acknowledges and agrees that
the remedies set forth in Section 6.6.2 are
Buyer's exclusive remedies for the delivery of
Nonconforming Goods- Except aS provided
under Section 6.6.2, all sales of Goods to
Buyer are made on a one-way basis and Buyer
has no right to return Goods purchased under
this Agreement to Seller.
7.7 Services;
Seller will provide such installation, oversight,
or commissioning services as are expressly
described in the Sales onfirmaticin
(collectively, the "Services"), during normal
business hours, unless otherv,+ise specified in
the Bales Confirmation. Services requested or
required by Buyer outside of these hours or in
addition to the quoted or agreed upon servio s
will be charged at Seller's then current
schedule of rates, including overtime charges,
if applicable, and will be in addition to the
charges outlined in the Sales Confirmation.
7.8 Purchase Price.
Seller may at any time assess a fuel or energy
surcharge (in addition to the price of the
Goods) (the "Purchase Price"). The Purchase
Price is based on the project schedule defined
in this Agrearrent, Sales onfirm;3tion, or
applicable contract documents, and market
conditions. Pricing may be adjusted based
upon market conditions.
7.9 Taxes;
The Purchase Price is exclusive of any
applicable federal, state, or local sales, use,
excise, or other sirniIartaxes, including, m4thaut
limitation, value added tax, goads and services
tax or other simtiar tax imposed by any
governmental authority on any arnounts
payabfe by Brayer_ All such taxes will be for
Buyer's account and will be paid by Buyer to
Seller upon submission of Seller's invoices.
Buyer agrees to make tax accruals and
payments to the tax authorities as appropriate_
If Buyer is exempt from any applicable sales
tax or equivalent but falls to notify Seller of such
exeri'iptivn or fails to furnish its Sales Tax
E emptlon Number to SeIIef in a timely manner
and Seller is required to pay such tax, the
amount of any such payment mute by Seller
will be reimbursed by Buyer to Seller upon
submission of Seller's invoices.
7.10 Payment,
7A0.1 Payments will be made per
the schedule of milestones {each a
"Payment Milestone"} defined in Section
3.4 of the ArlarFilfra Proposal,
7.10.2 In the event that achievernen: of a
particular Payment Milestone is delayed or
suspended due to the Buyer's convenience or
other reasons for which the Buyer or its
representatives is responsible, such Payment
Milestone will be deemed to have occurred and
Seller shall be entitled to invoice Buyer as if
achievement of such Payment Milestone had
been achieved_ In such circumstances, Buyer
must notify Seller in writing of the reasons for
the delay and anticipated duration of the delay.
Seller will mark the Goods (or parts thereof) as
the Buyer's property and shall store the Goods
(or parts thereof in a segregated area until
actual delivery,
7.10.3 Buyer shall pay all invoiced amounts
due to Seller within 30 days from the date of
Seller's invoice. Buyer shall mare all payments
hereunder by EFT. wire transfer, or check anti
in US dollars, Payment For foreign billing shall
be in accordance with Sellers written
instructions,
7.10.4 Buyer shall pky interest on all
late payments at the lesser of the rate of
1.5% per month or the. highest rate
permissible under applicable law,
calculated daily and compounded
monthly. Brayer shall reimburse Seller for all
costs incurred in collecting any late payments,
including, without limitation,
reasonable attorneys' fees. In addition to all
other remedies avaiIabie under these Terms or
at law (which h Seller does not waive by
the exercise of any rights hereunder), Seller
shall be entitled to suspend performance
of any Purchase Order, or suspend the
delivery of any GaGods, if Buyer fails to pay any
amounts when due hereunder and such failure
continues for 5 days following written
notice thereof_ Additionally, Seller my
require payment in cash, security, or
other adequate assurance satisfactory to
Seller when, in Seller's opinion,
Aria Fittra, a Division of Trojan Tedinalogies I 83t1 NY Mate Ro[rte-13, Cortland, NY, IKSA
the financial condition of Buyer or other
grounds for insecurity warrant such action -
7.10.5 All sales are subject to the approval of
Seller's credit department-
7.10.6 Buyer may not withhold or setoff any
amounts that may be claimed by Buyer against
any amounts that are due and payable to Seller
by reason of any set-off of any claim or dispute
with Seller, whether relating to Seller's breach,
bankruptcy or otherwlse-
7.10.7 Notwithstanding anything herein to the
contrary, this Agreement may be modified, or
berm inatedfcarieelled, and scheduled
shipments hereunder may be deferred or
changed, only: (i)
upon Buyer's prior written notice to Seller, and
Seller's written acknowledgment of the notice-,
and
(ii) Upon terms satisfactory to Seller. Buyer
shall pay to Seller all fees, charges andfor
costs that
Seller assesses because of any modification,
terrninatfonlcancellation, deferment and/or
change, including without limitation all
termination/cancellation fees, restocking fees,
storage fees, insurance costs, freight casts,
nonrecurring engineering or production costs
and recovery of cost-plus reasonable profit
required in the event of Buyer's termination
without cause-
7.11 Limited Warranty:
Per warranty provisions contained in Section 5
of the ArIaFlffra Proposal.
7.12 Limitation of Liability:
IN NO EVENT SHALL SELLER Brz LIAIJLIE
FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, LOST PROFITS OR
REVENUES OR DIMINUTION IN VALUE,
INCLUDING WITHOUT LIMITATION,
REMANUFACTURING COSTS AND
REWORK COSTS, DE -INSTALLATION OR
RE- INSTALLATION COST, WHETHER OR
NOT THE POSSIBILITY OF SUCH DAMAGES
HAS BEEN DISCLOSED IN ADVANCE BY
F3UYER OR COULD HAVE 13E1=N
REASONABLY FORESEEN BY BUYER,
REGARDLESS OF THE LEGAL OR
EQIJITA13LE THEORY (TORT, CONTRACT,
OR OTHERWISE) UPON WHICH THE CLAIM
IS BASED, AND WHATEVER THE FORUM,
WHETHER ARISING OUT OF OR IN
CONNECTjON WITH THE MANUFACTURE.
PACKAGING, DELIVERY, STORAGE, USE,
MISUSE OIL NON-USE OF ANY OF ITS
GOODS OR SERVICES OR ANY OTHER
CAUSE WHAT OE ER-
7.12,1 IN NO EVENT SHALL SELLER'S
AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT,
WHETHER ARISING OUT OF OR RELATED
TO BREACH OF CONTRACT. TORT
(INCLUDING NEGLIGENCE) OR
OTHERWISE, EXCEED THE TOTAL OF THE
AMOUNTS PAID TO SELLER FOR THE
GOODS SOLD HEREUNDER
7.12.2 The limitation of liability set forth
in Section 7.12-1 above shall not apply to
liability resulting from Sellers grass
negligence or willful misconduct resulting
from Seller's acts or ofnissivns,
7.13 Cancellation:
Buyer may not cancel this Agreement after
Sales Confirmation unless all the details are
approved in writing by the parties, including
Buyer's agreement to pay a stated arnount of
termination charges- Unless otherwise agreed
to in writing by Seller, the termination charges
shall be as follows and, for aortainty, such
amounts below shall include Seller's
reasonable profit forming part of the Purchase
Price based upon the percentages set forth
below -
Termination Milestone
Charge
- After Sales Confirmatiion
but prior to release to
purchase materials _
After release to purchase
materials but prior to
release for fabrication
2511rG of the
Purchase Price
501A o} the
Purchase Price
75% of the
Purchase Price
95% of the
Purchase Price
After release for fab6cation
but prior to EVIpment
Completion
After Equipment
Completion but prior to
release for shipment
Arta Filtra, a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY. USA
'1'erinination
Milestone
Large
100% of the
far
Pufchase Price
After release shipnent�
7A4 Termination:
In addition to any rernedias that may be
provided under these Terms, Seller may
terminate this Agreement with immediate effect
Ripon written notice to Ruyer, iE Buyer; (i) fails to
pay any amount when due under this
Agreement and such failure continues for W
days after Buyer's receipt of written notice of
nonpayment; {ii} has not otherwise performed
or complied with any of these Terms, in whole
or in part; or (iii) becomes insolvent, files a
petition for bankruptcy or commences or has
commenced against it proceedings relating to
bankruptcy, receiversli€p, reorganization or
assignment for the benefit of creditors_ Upon
thirty (30) days priorw6tten notice, S oIIer may,
in its sole discretion, elect to terminate any
order for the sale of Goods and provide a pro-
rated refund for any pre -payment of
undelivered Goods,
7.15 Changes:
Seller shall not be obligated to implement any
changes or variations in the scope of work
described in Speller's Documentation unless
Buyer and Seller agree in writing to the details
of the change and any resulting price,
schedule, or other contractual inodifications_
This includes any changes or variations
necessitated by a change in applicable law
occurring after the effective date of this
Agreement including these Terms.
7.16 Intellectoal Property Infringement:
Buyer has no authorization to male any
representation, statement, or warranty on
behalf of Seller relating to any Goods sold
hereunder. Buyer shall indemnify and defend,
at its own expense, Seller against claims or
liability for U.S. or appliceble foreign patent,
copyright, trademark or other intellectual
property infringement and for product liability
arising from the preparation or manufacture of
the Goads according to Buyers specifications
or instructions, or from Buyer's unauthorized or
improper use of the Coeds or part thereof. or
from any changes or alterations to the Goods
or part tljereof made by persons other than
Seller, or from the use of the C3oods in
combination with products not furnished by
Seller.
7.17 Ownership of Materials:
All ide.ns. concepts, whether patentable or not,
devices, inventions, copyrights Improvements
or discoveries, designs (including drawings,
plans and specifications), estimates, prices,
notes, e[ectronic data and other doc4irrien#s or
information that are: a) created, prepared,
reduced to practice or disclosed by Seller;
and/or b) based upon, derived from, or utilize
the Confidential Information of Seller, and all
related intellectual property rights, shall at all
times remain Seller's property_ No right, title or
interest in any patents, trademarks, trade
naives or trade secrets, or in any pattern,
drawing or design fer any of the Goods or in
any other Sel[er intellectual property right, shall
pass or transfer to the Buyer and Seller shall
always retain ownership rights therein_
Notwithstanding the foregoing, Seller grants
Buyer a rich -exclusive, non -transferable
license to use any such material to the extent
necessary and so[ely for buyers use of the
Goods purchased by Buyer from Seller
hereunder_ Buyer shall not disclose any SUOh
material to third parties without Seller's prior
written consent. As a condition to Seller's
delivery to Buyer of the Gooch, Buyer shall not,
directly or indirectly, - rnd shall cause its
employees, agents and represantatives not to,
(i) alter or modify the Goods, (1i) disassemble,
decampile or otherwise reverse engineer or
analyze the C3oods, (iii) remove any product
identification or proprietary Nights notices, (av)
modify or create derivative works, (v) otherwise
take any action contrary to Seller's rights in the
technology and intellectual property relating to
the Good% (vi) assist or ask others to do any of
the foregoing.
7AB Export:
As a rendition to Seller's delivery to Buyer of
the Goods, Buyer agrees, with respect to the
exportation or resale of the Goods by Buyer, to
comply with all requirements of the
International Traffic In Arms Regulations
( 1TAW) and the Export Administration
Regulations ("EAR"). regulations issued
Aria Flltra, s Division of Trojan Toc tnoingins I 834 NY State Route-13, Cortland, MY, USA
thereunder and any subsequent amendments
thereto, and all other national, including, but
not limited to, European, government Saws and
regulations an export controls, including laws
and regulations pertaining to export licenses,
restrictions on export to embargoed countries
and restrictions on sales to certain persons
andfor entities_ Buyer further agrees that the
shiprnent and/or delivery of the Goods by
Seller is contingent upon Seller obtaining all
required export autltorizations, licenses, and
permits (collectively, 'Authorizations" ) and
E3uyer agrees that Seller shall not be liable to
Buyer for any failure or delay in the shipment
ar delivery of the Goods if such Authorizations
are delayed, conditioned, denied or not issued
by the regulatory or governmental agencies
having jurisdiction over such Authorizations_
7.19 Confidentiality:
If Seller discloses or grants Buyer access to
any research, development, technical,
economic, or other business inforrnation or
.'know-hov?' of a confidential nature, whether
reduced to writing or not. Buyer will not use or
disclose any such infonrtation to any other
person er company at any time, without Seller's
prior written consent. In the event that Buyer
and Seller have entered into a separate
confidentiality agreement (the "Confidentiality
Agreement"), the terms and conditions of the
Confidentiality Agreement shall take
precedence aver the terms of this paragraph,
7.20 No Waiver:
No waiver by Seller of any of the provisions of
this Agreement is effective unless explicitly set
forth iri writing and signed by Seller_ Seller's
failure to exercise, of to delay in exercising, any
right, remedy, power, or privilege arising from
this Agreement, or to insist on Buyer's striot
performance of these Terms shall not operate
as or be construed as a waiver by Seller_
7.21 Force Majeur`e.
Seller is excused from performance of its
obfigations under this Contract to the extent
caused by acts or omissions that are beyond
its control, including but not limited to
Government embargoes, bloaages, seizures
or freezing of assets, delays, or refusals to
grant an export or import license, or the
suspension or revocation thereof, or any other
acts of any Government; fires, floods, severe
weather conditions, or any other acts of God;
quarantines; pandemics; outbreaks; labor
strikes or lockouts; riots; strife; insurrections;
civil disobedierice or actj of criminals or
terrorists; war; material shortages or delays in
deliveries to Seller by third parties_ In the event
of the existence of any forte rriajeure
circumstances, the period of time for delivery,
payment terms, and payments under any
letters of credit will be extended for a period of
time equal to the period of delay_ If the force
majeure cif cumstanccs extend for six months,
AriaFiltra may, at its option, terminate this
Agreement without penalty and without being
deemed in default or in breach thereof,
7,22 No Third -Party Beneficiaries:
This Agfeernenk is for the sole benefif of the
parties hereto and their respective successors
and permitted assigns and nothing herein,
express, or implied, is intended to or shall
confer upon any other person or entity any
legal or equitable right, benefit, or remedy of
any nature whatsoever under or by reason of
these Terms,
7.23 Relationship of the Parties:
The relatinnship between the parties is that of
independent contractors. Nothing oantained in
this Agreement shall be construed as creating
any agency, purtnor hip, joint venture or other
farm of joint enterprise, employment, or
fiduciary relationship between the parties, and
neither party shall have authority to contract for
or bind the other party in any manner
whatsoever.
7.24 Validity:
If any provision of this Agreement, the Sales
onfifmation or these Terms is held by any
competent authority to be invalid or
Unenforceable in whole or in any part, such
provision shall he ineffective, but only to the
extent of such invalidity or unenforceability,
without invalidating the remainder of such
provision nor the other provisions, which shall
not be affected,
7.26 Governing Law:
This Agreement, and all the rights and duties of
the parties arising from or relating in any way
to the subject matter of this Agreement, or the
Aria Filtra, a Division of Trojan Tfifihnologies I 839 NY State Route-13, Cortlaod, NY, USA
transaction(s) contemplated by it, shall be
governed by the laws a the State of New York,
without giving effect to any choice or conflict of
iaw provision or rule (whether of the State of
New York or any other jurisdiclion) that would
cause the application of the laws of any
jurisdiction other than those of the State of New
York.
The pasties expressly exclude the application
of the united Nations Conventions on
Contracts for the Internatiaaial Sale of Caoods,
and further exclude the applica#lnns of tha
International Sale of Goods Contracts
Convention Act, 8 _ _ 1ggo-1991, C -13, and the
International Sale of Goods Act, R.S.D. 1990,
C.I. 10, as amended.
7.26 ~submission to Jurisdiction,
Buyer and Seller hereby uncanditionafly and
irrevocably submit to (and waive any objection
on the grounds of inconvenient forum or
otherwise) the jurisdiction of the Supreme
Court of the State of New York, County of
Nassau, or the United States District Court for
the Southern District of New York, which courts
shall have exclusive jurisdiction to adjudicate
and determine any suit, action or proceeding
regarding or relating to this AgreemenI and the
purchase and supply of the Goads_ A
judgment, order, or decision of those courts in
respect of any such clairn or dispute shall be
conclusive and may be recognized and
unforced by any caUfts of any state, country, or
other jurisdiction_
7,27 No ,fury Trial:
BUYER AND SELLER HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION,
PPOOEEDING OR COUNTERCLAIM
ARISINGN OUT OF OR RELATING TO THIS
AGREEMENT.
7,28 Survioval:
All payment, confidentiality and indemnity
obligations, warranties, limitations of liability,
product return, and ownershlp of materials
provisions together with those sections the
survival of which is necessary for the
interpretation or enforcement of these Terms,
shall continue in frill force and effect for the
duration stated in such provisions or the
applicable statute of limitations.
7.29Amen druetit and Modificat! on:
This Agreement may only be amended or
modified in a writing which speoific:ally states
that it arnends this Agreement and is signed by
an authorized representative of each party.
7.30 funds Transfers (Payments):
Buyer and Aria Filtra both recognize that
there is a risk of banking fraud when
individuals impersonating a business
dernand payrnent under new banking of
mailing instructions_ To avoid this risk, Buyer
must verbally confirm any new ar changed
bank transfer or mailing instructions by
calling Aria riltra at f1-607-75 -6041 and
speaking with AriaFiltra's Credit Manager
before mailing or transferring any monies
using the new ins#ructions, Both patties agree
that they will not institute mailing or bank
transfer instruction changes and require
immediate payment cinder the new instru tions
but will instead provide a ten (10) day grace
period to verify any payment instruction
changes before any new or outstanding
payments are due using the new instructions.
Aria Filtra, a 13M-,ion of Trojan Technologies 1 839 NY 8tate Route-13, Cortland, NY, USA
Aria Filtra Proposal--OPP1938272-02262025--03
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MICROFILTRATION SYSTEM INTERCONNECTION DETAILS
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Attachment 0 - rechnic l Exceptions and
ClarificationList
Asia Fill ra Proposal—OPF19382l2-02262025-03
Aria FItra, a Division of Trojan TperiniANi5s I 93f3 MY Y@1c koula i3. Cortland, NY_ USA
Technical Exceptions & Clarifications
Project Titles Location
ICiN of Fort Worth Westside WTP - 24 MGD Expansion ProiectlFort; Original issue Date:
Za y025
Specificalar•. Sections
IAs Listed
Current File Rerrisicn is:
02
Specifi--siian Dated
� Jam uarV a 2025
Specft;"'0r. Addendum _
a
_ S-jecklim lon oe Releren
IN o' Comment Catevry
Spealicatian Statement of Concern3lspositlo'n
Common's
3ecUcn pace Paraareph No.
1 Cover :otter 2 2 0
Aria = iva 3 expeate: to raardnare 4wh the General Cortraclo- for
Clarificaton
Arlo Fltra vn7 coordnate ivhh Cie GC forte skid
s:<id noercamectlor and
imercomnWicn and system Integrailon related scope. The
system ntsgra., oa elated scope refined in the RFP and celwer
design, supply and nstallatlon, inGudirg pipit; supports, of the
acorn aeaordlrgly pe• the 2325-202d constrL;e*n schedule by Cre
ski: nternomecton piphi; shsC be the resmors billy of the
tsforementiaaed General Corcreclor,
Geieral C ntrectcr an, the Cusiorners Eigiieer_
z 01 11 00 2 1AAA,d 0
corfrni and certify :re nwa rack egtipmer- kvill flt ii .he area
Clarfrirafnn
As per the regdreiicnts in SeC.i'n a6 B1 33. Aria Mitre la
aloested rcr ;he equpmem demlctad on the Drrangs ;Apaemdbr A)
promping SD MMels in Fdevit farmei. I.I. shell be the
and upon Independem eorfirmatloi of the us-CulK field cordltlors
respoisibtlty of 1hs ErrinCer am General Gonnctor io
Incki ft general cemsiwancy ivilh pplrq comneClons to exlsting
confirm tat the new rack egilprment %Al m in the lmr.iAs
skids,
alkrde�
S Ci e0 0C 7 2.0.1) 4
The systems governed by this Scoilon sna[ contain camrols udtich
Clattficat on
tire NUmaties Remote IAYMarald Value MaNfolds are
Include hstramert:allai and canral1nqvipmentfurrbrhed �y,he
1P65dP67 (NEMA4) rated. Th6se Remote t1'3$Nenodd
MFSS wdh the epproprie:e NEMA 4X ratings.
Valve Manifolds is :he same as Vie Rerricte I."Jisolenoid
Valve Menlfold atllzad on Rade 5,
4 01 6D DO 9 2.6A 0
The MFSS shall prcwide all mechenioa! Equprnem including
Clertficaton
There is no nechanica! equipment.-equidrg Iubricards n Aria
valves. acluatcrs,
^ itra's scope of supply. Ary raqured JLbricants siai to -.M
gearboxes, nour.hg scoessoces. Wth a saNt.^.lant supply of
respoisibUty of the Gerer2l uontractcr. The valve acaators
correct 3ubfcardsfor
are supplied from the factory %YO.h a f rfte IrlsriCant (RheNel
sr$riig, lastlig, :he 6-more..h eamanslratlai period, anc one rears
4026).
aMltlonal supply of
lubricants order normal operaling coidticna.
S 01 60 00 9 2.9.13 0
The R1FSS shall provide arr.6sene for the equpmerr, asstsmply.
Clarification
All fastene s are to be lislaled %%lh use of a mplybeenim
pens, and fasteners,
disc;de based anti.sede compound_ Aria Fora ail use a
molybdenum dlsufte base,- unti-seize compound for Cie
assrn Mty of the valve rack amC the pre -assembled porlim of
the mndlle rack, Additionally, Me Hire WE prnvidea
rroly/ybderun dittulllbn' B9eff anti -seize Cprnpa:rtd Tar use b'd
me 04war end :he General ZmLr tctor for the laid installe.ion
ofiheequipmem,
6 01 60 00 10 2.11.D 0
The MFSS vdl be responsible for maklrg ispessary rrcdifitations
Glanfiratior.
There's no M:a:iip equipmelt in Aria Flnra's scope of aLp*.
to the egrfprnerr. and
Any requ'ned morTiiea'icns to routing equpmerr. sear be the
Inslaration if :he vioralloa *esting saes not meet specKIcaticn. The
responsibilty of ;he General Cc* aotar. Tne off-skle p:alrg
membrane eculpment v ill be suaecd to hnbalaiecd tirusts
Met conrlscts to Me valve rack Is to be ceslgned, suppwtd
Inevitably dine to plan and onakid pplrg arrargements,
and installed by Others so that nips: is transferred to he
piping somectiors on .n4 warx race, properly despned.
Supported and installed oN.-skld piping and the use of ;re GC
sappllep and Irs:adsc exomiCnjoins, the 0-aeld;Iphp
shodd riot tansmll for -es or vitratloi m the Rho, &vI s, 'he
dynamic Ineds of the ware• are mhlmlaed ty the Field Sec: oe
5�rglneer apjusthg t"s opanilq+ebsin2 tycies cr tie valves
during., start-up,
7 01 7B 23 i IA AA 0
Srbmit preliminary manuals no later ,iron 45 days fonamig
Clarification
Pre5minary OMA Manual will be submtted at :re Tne o!
Ergiraers rcule+i of last shop dradni; anNor other subm'lal
egrlpmeit shisawnt as rated in the schedule in Proposal
specified Lneer Section D1 33 00. j
Section 2A
CIN 3f Fr rI V.hr:i Y2eslside 7athrecal EAC Lim Rev M Papr 1 tr 3
Technical Exceptions & Clarifications
Proiect Tile i Location
City of Fort Warta Westside WiP - 24 MGD Expansion Proiect crtl
Ori0inal Issue date:
2126.2025
Specificaton Sectors
JAs Listed _
i Current F9t Revlsmn :s:
D2
Specification Dated
January 6 2026
Specification Addendum
0
N4 S uioification-Raftm%& ^wnment ; ategory
8pta ieaton 5tatemen. of Conowri
alspDsiic^
Comments
Section Pan&
Parearaoh No.
-
�cvr.Ielion
a 017823 1
1.4A.2 0
Sabmlt.manuals h rtial fort to the City wkNn 3J miencar days of
Clortriesuan
Snel O&M Manwal vAll be sutmMed four wmhs after 1he
prcdLct shipment to .he project site.
or the Acceptance ', nirmnstratior) Testing s
iecmclela as, iolec ti 1he schedt(e in Proposal Section 2.4.
'TMs ally 4 aC chengea to he captured ho'to issting the Final
O&M tdes'iueI. ,
9 01 7823 4
;_o.B.2,b 0
Annrwe eac`I sreel'o:
Exception
Vendor IOfll Maruals are coD)dgl .ed matefiEhs and as such
Aria Fltracamol emoiale c:pyfighted.materials. Vendor data
SheeS W11 be hig'+Iighled to indicate equlrrrerr, supplies for
_
;re project.
10 455133 7
B.E 0
Fumish eG CIP, reutrallzatai anc mantename%kWh chat nicals
Clertl'catan
Sirs& this is an existing, operaCnp MP. Oe orwsxe :herricals
;remilred dudnp atartcp,
vAll be used.
cummissloilrg, e1d Uceplame leethg ben lone ltresa rouidnd by
,the Owrer.
11 46 61 33 10
2.1.D.4 o
MFSS to irr_lude expansion Joints at skid
Clarification
Per emal from sager Mole, dated 21 h 7r2025, exparson Jonts
ccnrettAnS,
and plate •'Iangesfnelal tiler rings am removed fr" the
W$$'a scope of su;,ply aid will be :rovided by the
^cnh=r. Aria FZ.e'sProposalSector, 3outlrasih-
'IexpanslonjD.ntan. p"ete'lan.-e requreneris, sizes an.
12 46 61 33 11
2A.D.5 0
MFSS to :ndude E Kpansion joins at skid
Clartfles'nn
quantiteL
or a'nal from Sager thole Bated 211712725, moaision jonts
connections.
am elate r�mgeslmeial filler ---n;s are r"wed from the
-%/FSSS scope of supply aid sill be-rovided by'he
;,cnlra:mr. Arls Fr ara's Proposal Secton3eutllnesths
expansion j"t ane plate'.lange requiamerts, sizes an:
_
qqulyt6es,
13 46 61 33 11
2,1,04 0
VFSS to hdude Expansion johns. at skltl
Clerifica.ion
Per ..al from Sager Khole dated 2117)21)25. rxparaon joists
cwtections_
an.- piale 9arreWrietal filler rings are rernwed from the
M-Ms scxe of swpN and vAll be p-ovidad by;Fha
ConMa r. Aria Fitra's Proposal Sexton 3 outlines the
exparAon Johlt and plate flange requi�emeree_ sizes and
quaititia5,
14 46 6183 11
2.1.0.11 0
VFSS to hduda Expansion j6lnta a: Oil
Clalfieation
Per emai from Sagar:{hale dared 2Y MOM. axcensk n Joints i
connections_
and plate flanee&emetal flier rugs are nenove4 from the
MFSS's &cope of supply and All be prWdod :y the
Contraotcr. ME FiP.4& Proposal Section 3 o--itlirtes the
mrans'anJoint aid platefange requirerrxPoa, axes aid
cuenties,
15 46 61 33 12
2,2,A 1,a a
Incorpows a leak ohadt to very Cie Irregdty of thm asaerrtty.
Clarf"Jon
-he cipFhg spools Ord trsngversc cotectors we hydros;a l:ely
tested *Per fabrication, Aria Flltra does not have ;he *bRy to
Leak test the assembly aid ;ha factory, leak testing Nil be
performed bf the FiW Sefvl:a Erglnaar dcrlrg the
Urrritnessed Faeadry Teat (UF'),
Gry•of Fo",4trth VA*vAa Teyhf6-al ERG _ist 4ri92 Pale 2 of
'Technical Exceptfons & Clanfieations
Projt}c1 Tftle i Location
(City of Fort Worth Westaide WTP . 24 MG Exnatrraion PraiectfFort
peci_fi_tion Sec ipne
IAs LiSW
y°pssaLk�llor.�aced
1,lateuarsr 9 2026
Sp�IfraoUan Atlrrlum
SJeC�fea:i0n-RateF'arx�-
Sectlem P946 Patamraoh No.
16 4156,33 9§ 2.LL.Y,b
17
16 0 .17 2. MIA
,cm rent Category
Orig' nel Issue Dete: 212p26
C.rfert File Revision is: 02
804fication Sbtememtof Gancem
Pcas shmwn thmuph the =mreta:loaf as represimbild on
drawings dep%t,.he *%bolt
now penesfs-ians syslleble for ten ?19j Aldo indudlrg 1he ttae
ealsting, t*o propcmd, and thrte fr .L= {Omgh Gjillov.), AMD
Flllre OF read io dnign rya respeetive process 000necUms (F-W,
FT, RF, J�t, C IP, Air etc.) and anent them far s:.itabks
IruroonreWons by Conlractor .FroLgh the evalatie 9oor
pene'.railens vAL4m mrfkts slmller to all existing sk"ds. Related
ilsld vfrir4miCm or
mxdlmonn shell he the MFS9 �espc bllky,
,bnrhorsge and herdw" shell Ix Typ* 316 SST
]Iapmiton Comments
ClAff atksn Ada Flnra Is provlling the prccess mnreaom on Rwks 6 & 7
In be IocAms dapFclee of to apachetl Genrsl Arrsntlemerrl
Z' ,*Oq- Aria Plbra Is mA designing 1he CD.-mcllons 1a
corraepond with t1B Ifeld k:cafons of the W-SH 9 ;Ipe door
pmrcUVU0+.%. It wT ft tft re5poositi6ty oT'he = singer and
General % mLr :tar m mute .he geld pUng from tic exi M,
:floor pcnWrixiCms 10 the pnCe9s eerine&ions an Ra6m 6 & 7.
rineanoi Per SeIXion 46 S1 38 Paragraph 2,2,A,3 -194 swirkss smel
herdwdre is =epl le, lvls Flibm A Am 164 hardwire
for she aemrmly of the v0ve racks and rrod4ic mIks.
Pnt-jrnaGo psaxioners shsll he VPC 41=.M2 Win gauge block Clarrkl-dw P'11wcY'niG-io pmkm—,D-m MG be Elroy 6s pnmmadc paeltlanem
and Hat elr titer.
C.y of Fo t'.Vorth ,Vc €xlrto 7*Mnleal M.' .at low os Pepe b of 3
Er B
INSURANCE
See iycxt paw.