HomeMy WebLinkAboutTrojan Technologies UV Disenfectant Equipement Mayor Robert E. Simison
City Council Members:
C� E IDIAN .Z- - Luke Cavener, President
Liz Strader,Vice President
Doug Taylor
John Overton
Anne Little Roberts
TO: Mayor Robert E. Simison
Members of the City Council
FROM: Warren Hudson, Wastewater Superintendent
DATE: April 26, 2024
SUBJECT: FY24 SOLE SOURCE PURCHASE OF UV PARTS IN THE AMOUNT OF
$73,146.96 FROM TROJAN TECHNOLOGIES
REQUESTED COUNCIL DATE: May 1411 Consent Agenda
I. RECOMMENDED ACTION
A. Move to:
1. Approve the sole source purchase from Trojan Technologies of UV disinfection
system consumable parts in the amount of$73,146.96.
2. Authorize the Mayor to sign the agreement
II. DEPARTMENT CONTACT PERSONS
Warren Hudson, Wastewater Superintendent 208-985-1258
Travis Kissire, Deputy Director Utility Operations 208-985-1256
Laurelei McVey, Director of Public Works 208-985-1259
III. DESCRIPTION
A. Background
The equipment responsible for the UV disinfection treatment process requires regular
replacement of lamps/bulbs to ensure effective disinfection of effluent wastewater to
stay in compliance with IPDES permit limitations. Due to price increases, the quotation
for this essential equipment now surpasses the $50,000 City purchasing threshold and
thus requires City Council approval. It is imperative to emphasize that this purchase is
vital for the facility to uphold compliance with permit requirements, safeguarding both
public health and environmental integrity.
IV. IMPACT
A. Strategic Impact:
Disinfection of the wastewater flow prior to discharge to Five Mile creek is a requirement
of the City's IPDES permit, protecting community health and water quality.
B. Fiscal Impact:
This purchase of UV consumalbles has been budgeted within the wasterwater plant
operations budget (60-3510-53101). Sufficient funds are available for the puchase.
VII. LIST OF ATTACHMENTS
Purchase Requisition
Trojan UV Quote
Trojan UV sole source
Approved for Council Agenda: 1"1 4/26/24
PURCHASING AGENT
E IDIAN,- 33 East Broadway Avenue
Meridian, ID 83642
4 H O Phone: 208-888-4433 Fax: 208-887-4813
CITY OF MERIDIAN
SOLE SOURCE FORM
Date: 5/14/2024
Item or Service: UV lamps for the Wastewater Treatment Facility
I� Sole Source: Item is available from only one vendor. Item is one-of-a kind
item and is not sold through distributors. Manufacturer is a
sole distributor.
Refer to instructions on 2nd page for completion.
JUSTIFICATION: (Attach additional pages if needed)
This purchase is for replacement bulbs for our Trojan UV 3000 system. The UV system is
essential in maintaining compliance with the disinfection limits of our NPDES permit. The
manufacturer provided a lifetime disinfection guarantee on these bulbs; however, in order
to maintain the guarantee, the following conditions must be met:
• The system must be operated within the prescribed Design Parameters and
Operation & Maintenance (O&M) manual.
• Only Trojan Approved and Validated replacement parts are used in the system.
• Technical field service is supervised or provided by a Trojan Certified Technician;
The following statement is contained with the performance guarantee:
• Should an alternate UV lamp be used on any Trojan system, your Plant shall be
deemed out of compliance with regards to: Trojan's Lifetime Disinfection Guarantee;
Free 24/7 access to phone Technical Assistance; and Free lamp recycling. Equally
important, you also risk voiding peripheral component warranties.
Direct replacement with Trojan bulbs and parts is essential to maintain the system
disinfection guarantee and system warranty.
CERTIFICATION:
I am aware of the requirements set forth in the City's Purchasing Policy&Procedures Manual for competitive bidding and the
established criteria for justification for sole source/sole brand purchasing. I have gathered technical information and have made
a concerted effort to review comparable/equal equipment. I hereby certify as to the validity of the information and feel confident
that this justification for sole source/sole brand meets the City's criteria and is accurate.
Council Approval 5-28-2024
Warren Hudson Date:
Requestor(Print Name)
-OJL�� l I _I Purchasing
n(�.,(��'� Approval:
Department Manager Signature Procurement Manager
SOLE SOURCE/BRAND EXAMPLES.
SOLE SOURCE:
Only one (1) vendor if there is only one (1) vendor for the personal property to be acquired. For purposes
of this definition, only one (1) vendor shall refer to situations where there is only one (1) source
reasonably available and shall include, but not be limited to, the following situations:
(i) Where property is required to respond to a life-threatening situation or a situation which is
immediately detrimental to the public welfare or property;
(ii) Where the compatibility of equipment, components, accessories, computer software, replacement
parts or service is the paramount consideration;
(iii) Where a sole supplier's item is needed for trial use or testing;
(iv) The purchase of mass-produced movies, videos, books or other copyrighted materials;
(v) The purchase of property for which it is determined there is no functional equivalent;
(vi) The purchase of public utility services;
(vii) The purchase of products, merchandise or trademarked goods for resale at a political subdivision
facility; or
(viii)Where competitive solicitation is impractical, disadvantageous or unreasonable under the
circumstances.
THE FOLLOWING ARE NOT REASONS FOR SOLE SOURCE
a) Personal preference for a product or vendor.
b) Cost, past performance, local presence, delivery etc. These are award criteria to
be used in a competitive bid process.
c) Specifications that exceed requested performance.
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City Of Meridian
Statement of Revenues and Expenditures - Rev and Exp Report - Sandra
60 - Enterprise Fund
3510 - WW Treatment Plant
From 10/1/2023 Through 9/30/2024
Budget with Current Year Budget
Amendments Actual Remaining
OPERATING COSTS
53101 Plant Maintenance 895,911.12 471,761.41 424,149.71
Total OPERATING COSTS 895,911.12 471,761.41 424,149.71
DEPT EXPENDITURES 895,911.12 471,761.41 424,149.71
TOTAL EXPENDITURES 895,911.12 471,761.41 424,149.71
Date: 5/14/24 12:21:29 PM Page: 1
T[] QUOTATION
TROJAN Q00011622
technologies'
TROJAN TECHNOLOGIES
3020 GORE ROAD
LONDON, ON N5V 4T7
CANADA
T. 519-457-3400
www.trojantechnologies.com
Sold to Ship to
CITY OF MERIDIAN City of Meridian Wastewater
WASTE WATER DIVISION 3401 N.Ten Mile
33 E. BROADWAY AVENUE Meridian ID 83646-5409
Meridian ID 83646-5409 UNITED STATES
UNITED STATES
Customer Service Contact: tuvcustomerservice@trojantechnologies.com
Payment Terms : 0%/00/30 net Internal Sales Rep Heather Conine
Delivery Terms DELIVERED DUTY PAID Customer No. 100003353
Carrier/LSP Reference
Quote Date 04-04-2024
Quote Expiry Date 05-22-2024
freight id 8462
Project Quantity Price Unit Net Price Tax Rate
Line Item Discount% Net Amount Tax Amount Amount
Description
135.00 451.90/ EA 406.71 0.00%
10 794447-ORD 10.00 % 54,905.85 0.00 54,905.85
LAMP P,GA64T6HE ANGLE BASE
15.00 157.05/ EA 157.05 0.00%
20 316136 2,355.75 0.00 2,355.75
SLEEVE,QTZ UV3+28x25x1958
70.00 196.05/ EA 196.05 0.00%
30 302418-004 13,723.50 0.00 13,723.50
LAMP P, UV6414 UV 4-PKG
3.00 292.80/ EA 292.80 0.00%
40 302208-004 878.40 0.00 878.40
SLEEVE,QTZ UV3 20X23X1610 4PK
1.00 1,283.46/ EA 1,283.46 0.00%
50 FREIGHT 1,283.46 0.00 1,283.46
FREIGHT&HANDLING
Goods 71,863.50 Discount 6,100.65 Tax Amount Total USD
Costs 1,283.46 Subtotal 73,146.96 0.00 73,146.96
Page 1 / 2
JQUOTATION
TROJAN Q00011622
technologies'
TROJAN TECHNOLOGIES
3020 GORE ROAD
LONDON, ON N5V 4T7
CANADA
T. 519-457-3400
www.trojantechnologies.com
Terms and Conditions
All purchases of Trojan products and/or services are expressly and without limitation subject to Trojan's
Terms and Conditions of Sale("Trojan"or"SELLER"),incorporated herein by reference and published on
Trojan's website https:www.trojantechnologies.com/sales-terms-conditions/
Trojan TCS are incorporated by reference into each of Trojan's offers or quotations,order acknowledgments,
and invoice and shipping documents.The first of the following acts shall constitute an acceptance of Trojan's
offer and not a counteroffer and shall create a contract of sale("Contract")in accordance with the Trojan
TCS,subject to Trojan's final credit approval:(1)Buyer's issuance of a purchase order document against
Trojan's offer or quotation;(it)Trojan's acknowledgement of Buyer's order;or(iii)commencement of any
performance by Trojan in response to Buyer's order.Provisions contained in Buyer's purchase documents that
materially alter,add to or subtract from the provisions of the Trojan's TCS shall be null and void and not
considered part of the Contract.
www.trojantechnologies.com/sales-terms-conditions
TROJANUV ;ariaFiLTPA �Aquafine �VIQUA.
Page 2 / 2
T
TROJAN
technologies
TERMS AND CONDITIONS OF SALE
This document sets forth the Terms & Conditions of Sale for goods manufactured and/or supplied, and
services provided, by the seller entity identified on the purchase order("SELLER")and sold to the original
purchaser thereof("BUYER"). The term "SELLER" includes only SELLER, and none of its affiliates.
Unless otherwise specifically stated in a previously-executed written purchase agreement signed by
authorized representatives of SELLER and BUYER, these Terms & Conditions of Sale establish the
rights, obligations and remedies of SELLER and BUYER which apply to this offer and any resulting order
or contract for the sale of SELLER's goods and/or services ("Products").
1. APPLICABLE TERMS & CONDITIONS: These Terms &Conditions of Sale are contained
directly and/or by reference in SELLER's proposal, offer, order acknowledgment, packing slip,
and/or invoice documents. The first of the following acts constitutes an acceptance of SELLER's
offer and not a counteroffer and creates a contract of sale ("Contract") in accordance with these
Terms &Conditions of Sale: (i) BUYER's issuance of a purchase order document against
SELLER's offer; (ii) acknowledgement of BUYER's order by SELLER; or(iii) commencement of
any performance by SELLER pursuant to BUYER's order. Provisions contained in BUYER's
purchase documents (including electronic commerce interfaces)that materially alter, add to, or
subtract from the provisions of these Terms & Conditions of Sale are not a part of the Contract.
2. CANCELLATION AND RETURN: The whole or any part of this order may be cancelled only with
the prior written consent of SELLER. If SELLER does consent to a cancellation, such consent will
be given only upon payment of reasonable cancellation charges in an amount determined by
SELLER and which will include recovery of costs plus reasonable profit. In addition,with respect
to any Products returned on cancellation, BUYER will pay SELLER's cost of placing the returned
Products in a saleable condition, sales expenses incurred by SELLER in connection with such
returned Products, a reasonable restocking charge and freight costs incurred in connection with
the original shipment and in connection with returning such Products to SELLER, all in such
amounts as are advised to the BUYER by SELLER. SELLER may cancel all or part of any order
prior to delivery without liability if the order includes any Products that SELLER determines may
not comply with export, safety, local certification,or other applicable compliance requirements. If
SELLER'S offer contains a cancellation schedule, such schedule shall apply in lieu of the
cancellation charges stated above.
FOB Destination
3. DELIVERY: Delivery will be accomplished FGA SELLER's ER's deters,ino
SFI I FR'c rlicrrratinn it%mill chin nnp gr DAR foreign port unless otherwise expressly agreed
between the parties using Incoterms®2020r1�i,�f peer�nat of any reference to "prepay and add"
the applicable Incoterms®2020 will be r,i sia`v� 'I'.'s doseFetier,, while any reference
to"collect"will be deemed to be FCA under the 2020 Inco terms regardless of reference to
reference to shipping point. In the event DDP or DAP is used for a transaction SELLER reserves
the right to select the carrier and shipping mode. BUYER agrees to pay SELLER for any sales
Trojan Technologies Group ULC
3020 Gore Road,London,Ontario, Canada, N5V 4T7
+1 519 457 3400 www.trojantechnologies.com
TROJANUV ;ariaFILTRA dkAquafine °VIQUA.
•• Page 1 of 11
tax, brokerage fees, or other costs incurred as a result of the shipping mode chosen by SELLER.
Fer all W@Rts and P61PP9609 th@ FQ_l_R./FQD L@9al titl@ QPd risk of loss or damage pass to 13M4ER-
SELLER will
use commercially reasonable efforts to deliver the Products ordered herein within SELLER's
normal lead-time necessary for SELLER to deliver the Products sold hereunder. Upon prior
agreement with BUYER and for an additional charge paid by BUYER, SELLER will deliver the
Products on an expedited basis. Parties may agree that the BUYER may accept partial deliveries
of Products; if so, each delivery will constitute a separate sale, and BUYER shall pay for the units
shipped whether such shipment is in whole or partial fulfillment of Contract. Products will be
boxed or crated as determined appropriate by SELLER for protection against normal handling
and there will be an extra charge to the BUYER for additional packaging required by the BUYER
with respect to waterproofing or other added protection. BUYER has sole responsibility for off-
loading, storage and handling of the Products at the site. Where BUYER is responsible for any
delay in the delivery date or installation date, the earlier of the date of delivery or the date on
which the Products are ready for shipment by SELLER may be treated as the delivery date for
purposes of determining the time of payment of the purchase price. Moreover, BUYER will be
responsible for storage and insurance expenses with respect to such Products. Should BUYER
fail to effect pick-up of Product as previously agreed in a timely manner, SELLER may, at its
discretion, assess storage charges and a surcharge to the account of BUYER.
4. INSPECTION: BUYER will promptly inspect and accept any Products delivered pursuant to this
Contract after receipt of such Products. In the event the Products do not conform to any
applicable specifications, BUYER will promptly notify SELLER of such nonconformance in writing.
SELLER will have a reasonable opportunity to repair or replace the nonconforming Product at its
option. BUYER will be deemed to have accepted any Products delivered hereunder and to have
waived any such nonconformance for such Products unless a written notification pursuant to this
paragraph is received by SELLER within fourteen (14) days of delivery to BUYER destination on
order.
5. PRICES &ORDER SIZES: Prices do not include any charges for services such as insurance;
brokerage fees; sales use, inventory, or excise taxes; import or export duties; special financing
fees; value added tax, income, or royalty taxes imposed outside the U.S. or Canada; consular
fees; special permits or licenses; or other charges imposed upon the production, sale,
distribution, or delivery of Products. BUYER will either pay any and all such charges or provide
SELLER with acceptable exemption certificates, which obligation survives performance under this
Contract. Installation, maintenance and any other services which relate to the Products are not
included unless specifically set forth in the offer. SELLER reserves the right to establish minimum
order sizes and will advise BUYER accordingly. Any orders below the minimum order size are
subject to a fee as set out by SELLER. If SELLER's delivery of Products surpasses one (1)year
in length, except as otherwise agreed by SELLER, SELLER shall be entitled to (i) an increase in
the purchase price of undelivered Products by an amount equal to the rate of increase in the
Producers Price Index from the start date of this Contract; or(ii)terminate this Contract without
penalty.
6. PAYMENTS: All payments must be made in agreed-to currency, normally Canadian or U.S.
Dollars. Unless other payment terms are expressly set forth in the purchase order or otherwise
Trojan Technologies Group ULC
3020 Gore Road, London, Ontario, Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJAN UV ;aria FI LTRA 11h Aq uafi ne V VIQUA.
Page 2 of 11
required by the SELLER, invoices are due and payable NET 30 DAYS from date of the invoice,
without regard to delays for inspection or transportation, with payments to be made by check to
SELLER at the address listed in the purchase order or by bank transfer to the account obtainable
from SELLER's Accounts Receivable Manager. In the event payments are not made or not made
in a timely manner, SELLER may, in addition to all other remedies provided at law, either: (a)
declare BUYER's performance in breach and terminate this Contract for default; (b)withhold
future shipments until delinquent payments are made; (c)deliver future shipments on a cash-with-
order or cash-in-advance basis even after the delinquency is cured; (d) Gh.Fg@ iRt—Pest Qn the
0
(e) repossess the Products for which payment has not
been made; (f) pursue other collection efforts and recover all associated costs including
reasonable attorney's fees; or(g) combine any of the above rights and remedies as is practicable
and permitted by law. BUYER is prohibited from setting off any and all monies owed under this
Contract from any other sums, whether liquidated or not, that are or may be due to the BUYER,
which arise out of a different transaction with SELLER or any of its affiliates. Should BUYER's
financial condition become unsatisfactory to SELLER in its discretion, SELLER may require
payment in advance or other security. If BUYER fails to meet these requirements, SELLER may
treat such failure as reasonable grounds for repudiation of this Contract, in which case
reasonable cancellation charges shall be due to SELLER. BUYER hereby grants SELLER a
security interest in the Products, wherever located, and whether now existing or hereafter arising
or acquired from time to time, and in all accessions thereto and replacements or modifications
thereof, as well as all proceeds of the foregoing, to secure payment in full of all amounts to
SELLER, which payment releases the security interest but only if such payment could not be
considered an avoidable transfer under applicable laws. The security interest granted hereby
constitutes a purchase money security interest under the applicable Uniform Commercial Code or
Personal Property Security Act or other applicable law, and SELLER is authorized to make
whatever registration or notification or take such other action as SELLER deems necessary or
desirable to perfect such security interest. BUYER's insolvency, bankruptcy, assignment for the
benefit of creditors, or dissolution or termination of the existence of BUYER, constitutes a default
under this Contract and affords SELLER all of the remedies of a secured creditor under
applicable law, as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY: Unless specifically provided otherwise in SELLER's offer, SELLER
provides the following Limited Warranty. SELLER warrants that Products sold hereunder will be
free from defects in material and workmanship and will, when used in accordance with the
manufacturer's operating and maintenance instructions, conform to any express written warranty
pertaining to the specific goods purchased, which for Products is for a period of twelve (12)
months from delivery. SELLER warrants that services furnished hereunder will be free from
defects in workmanship for a period of ninety (90) days from the completion of the services.
Products repaired or replaced are not covered by any warranty except to the extent repaired or
replaced by SELLER, an authorized representative of SELLER, or under specific instructions by
SELLER, in which cases, the Products will be covered under warranty up to the end of the
warranty period applicable to the original Products. The above warranties do not include the cost
of shipping and handling of returned items. Parts provided by SELLER in the performance of
services may be new or refurbished parts functioning equivalent to new parts.Any non-
Trojan Technologies Group ULC
3020 Gore Road, London, Ontario, Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJAN uV ;aria FI LTRA 11h Aq uafi ne V VIQUA.
Page 3 of 11
functioning parts that are repaired by SELLER shall become the property of SELLER. Except as
included in SELLER'S offer, no warranties are extended to consumable items and for normal
wear and tear. SELLER's special warranties may include additional limitations.All other
guarantees,warranties,conditions and representations, either express or implied, whether arising
under any statute, law, commercial usage or otherwise, including implied warranties of
merchantability and fitness for a particular purpose, are hereby excluded. The sole remedy for
Products not meeting this Limited Warranty is replacement, repair, credit or refund of the
purchase price, as determined by SELLER in its sole discretion. This remedy will not be deemed
to have failed of its essential purpose so long as SELLER is willing to provide such replacement,
credit or refund. To make a warranty claim, BUYER must notify SELLER in writing within 5 days
of discovery of the defect in question. This notification must include a description of the problem,
a copy of the applicable operator's log, a copy of BUYER's maintenance record and any
analytical results detailing the problem. Any warranty hereunder or performance guarantees shall
only be enforceable if(a) all equipment is properly installed, inspected regularly, and is in good
working order, (b)all operations are consistent with SELLER recommendations, (c) operating
conditions at the installation site have not materially changed and remain within anticipated
specifications, and (d) no reasonably unforeseeable circumstances exist or arise.
8. INDEMNIFICATION: Indemnification applies to a party and to such party's successors-in-interest,
assignees, affiliates, directors, officers, and employees ("Indemnified Parties"). SELLER is
responsible for and will defend, indemnify and hold harmless the BUYER Indemnified Parties
against all losses, claims, expenses or damages to the proportional extent caused by SELLER's
breach of the Limited Warranty. To the extent permitted by Idaho law, BUYER is responsible for
and will defend, indemnify and hold harmless SELLER Indemnified Parties against all losses,
claims, expenses, or damages which may result from accident, injury, damage, or death due to
the negligence or misuse or misapplication of any Products or the breach of any provision of this
Contract by the BUYER or any third party affiliated or in privity with BUYER.
9. PATENT PROTECTION: SELLER shall further defend and indemnify BUYER Indemnitees from
and against all Claims for actual infringement of all letters patent, trademarks, copyright or
corresponding rights pertaining to goods provided under the Purchase Order, solely by reason of
the sale or normal use of any goods sold to BUYER hereunder as finally determined by a court of
competent jurisdiction in any suit for infringement of any U.S. patent. SELLER's warranty as to
use patents only applies to infringement arising solely out of the inherent operation of the goods
according to their applications as envisioned by SELLER's specifications. In case the goods are in
such suit held to constitute infringement and the use of the goods is enjoined, SELLER will, at its
own expense and at its option, either procure for BUYER the right to continue using such goods
or replace them with non-infringing products, or modify them so they become non-infringing, or
remove the goods and refund the purchase price (prorated for depreciation)and the
transportation costs thereof. The foregoing states the entire liability of SELLER for patent
infringement by the goods. Further, to the extent permitted by Idaho law, and to the same extent
as set forth in SELLER's above obligation to BUYER, BUYER agrees to defend, indemnify and
hold harmless SELLER for patent infringement related to (x) any goods manufactured to the
BUYER's design, (y)services provided in accordance with the BUYER's instructions, or(z)
SELLER's goods when used in combination with any other devices, parts or software not
provided by SELLER hereunder. Subject to all limitations of liability provided herein, SELLER will,
with respect to any Products of SELLER's
Trojan Technologies Group ULC
3020 Gore Road, London,Ontario,Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJANUV ;ariaFILTRA 4,Aquafine VVIQUA
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design or manufacture, indemnify BUYER from any and all damages and costs as finally
determined by a court of competent jurisdiction in any suit for infringement of any U.S. or
Canadian patent(or European patent for Products that SELLER sells to BUYER for end use in a
member state of the E.U. or the U.K.)that has issued as of the delivery date, solely by reason of
the sale or normal use of any Products sold to BUYER hereunder and from reasonable expenses
incurred by BUYER in defense of such suit if SELLER does not undertake the defense thereof,
provided that BUYER promptly notifies SELLER of such suit and offers SELLER either(i)full and
exclusive control of the defense of such suit when Products of SELLER only are involved, or(ii)
the right to participate in the defense of such suit when products other than those of SELLER are
also involved. SELLER's warranty as to use patents only applies to infringement arising solely out
of the inherent operation of the Products according to their applications as envisioned by
SELLER's specifications. In case the Products are in such suit held to constitute infringement and
the use of the Products is enjoined, SELLER will, at its own expense and at its option, either
procure for BUYER the right to continue using such Products or replace them with non-infringing
products, or modify them so they become non-infringing, or remove the Products and refund the
purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing
states the entire liability of SELLER for patent infringement by the Products. Further, to the extent
permitted by Idaho law,and to the same extent as set forth in SELLER's above obligation to
BUYER, BUYER agrees to defend, indemnify and hold harmless SELLER for patent infringement
related to (x) any goods manufactured to the BUYER's design, (y)services provided in
accordance with the BUYER's instructions, or (z)SELLER's Products when used in combination
with any other devices, parts or software not provided by SELLER hereunder.
10. TRADEMARKS AND OTHER LABELS: BUYER agrees not to remove or alter any indicia of
manufacturing origin or patent numbers contained on or within the Products, including without
limitation the serial numbers or trademarks on nameplates or cast, molded or machined
components.
11. SOFTWARE AND INTELLECTUAL PROPERTY: All licenses to SELLER's separately provided
software products are subject to the separate software license agreement(s) accompanying the
software media. In the absence of such express licenses and for all other software, SELLER
grants BUYER only a personal, non-exclusive license to access and use the software provided by
SELLER with Products purchased hereunder solely as necessary for BUYER to enjoy the benefit
of the Products. A portion of the software may contain or consist of open source software, which
BUYER may use under the terms and conditions of the specific license under which the open
source software is distributed. BUYER agrees that it will be bound by all such license
agreements. Title to software remains with the applicable licensor(s). All SELLER contributions to
the Products,the results of the services, and any other work designed or provided by SELLER
hereunder may contain or result in statutory and non-statutory Intellectual Property, including but
not limited to patentable subject matter or trade secrets; and all such Intellectual Property
remains the sole property of SELLER; and BUYER shall not disclose (except to the extent
inherently necessary during any resale of Product sold hereunder), disassemble, decompile, or
any results of the Services, or any Products, or otherwise attempt to learn the underlying
processes, source code, structure, algorithms, or ideas.
Trojan Technologies Group ULC
3020 Gore Road, London,Ontario,Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJAN UV ;_ariaFILTRA 1�Aquafine V VIQUA.
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12. PROPRIETARY INFORMATION AND PRIVACY: "Proprietary Information" means any
information, technical data, or know-how in whatever form, whether documented, contained in
machine readable or physical components, mask works or artwork, or otherwise, which SELLER
considers proprietary, including but not limited to service and maintenance manuals.To the
extent permitted by the Idaho Public Records Act, BUYER and its customers, employees, and
agents will keep confidential all such Proprietary Information obtained directly or indirectly from
SELLER and will not transfer or disclose it without SELLER's prior written consent, or use it for the
manufacture, procurement, servicing, or calibration of Products or any similar products, or cause
such products to be manufactured, serviced, or calibrated by or procured from any other source,
or reproduce or otherwise appropriate it. All such Proprietary Information remains SELLER's
property. No right or license is granted to BUYER or its customers, employees or agents,
expressly or by implication, with respect to the Proprietary Information or any patent right or other
proprietary right of SELLER, except for the limited use licenses implied by law. In respect of
personal data supplied by BUYER to SELLER, BUYER warrants that is duly authorized to submit
and disclose these data, including but not limited to obtaining data subjects" informed consent.
SELLER will manage BUYER's information and personal data in accordance with its Privacy
Policy, a copy of which is available to BUYER upon request. In respect of other data and
information that SELLER may receive in connection with BUYER's use of the Products including
without limitation data that are captured by the Products and transmitted to SELLER, BUYER
hereby grants SELLER a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license
to use, compile, distribute, display, store, process,reproduce, or create derivative works of such
data as needed for Product operation and maintenance, and to aggregate such data for use in an
anonymous manner, solely to facilitate marketing, sales and R&D activities of SELLER and its
affiliates.
13. SPECIAL TOOLS, DIES, JIGS, FIXTURES AND PATTERNS: Any tools, dies,jigs, fixtures,
patterns and similar items which are included or required in connection with the manufacture and/
or supply of the Products will remain the property of SELLER without credit to the BUYER.
SELLER assumes the cost for maintenance and replacement of such items and shall have the
right to discard and scrap any such item after it has been inactive for a minimum of one year,
without credit to the BUYER.
14. CHANGES AND ADDITIONAL CHARGES: SELLER reserves the right to make design changes
or improvements to any products of the same general class as Products being delivered
hereunder without liability or obligation to incorporate such changes or improvements to Products
ordered by BUYER unless agreed upon in writing before the Products' delivery date.
15. SITE ACCESS/ PREPARATION /WORKER SAFETY/ ENVIRONMENTAL COMPLIANCE: In
connection with services provided by SELLER, BUYER agrees to permit prompt access to
equipment. BUYER assumes full responsibility to back-up or otherwise protect its data against
loss, damage or destruction before services are performed. BUYER is the operator and in full
control of its premises, including those areas where SELLER employees or contractors are
performing service, repair, and maintenance activities. BUYER will ensure that all necessary
measures are taken for safety and security of working conditions, sites, and installations during
the performance of any services. BUYER is the generator of any resulting wastes, including
without limitation hazardous wastes. BUYER is solely responsible to arrange for the disposal of
any wastes at its own expense. BUYER will, at its own expense, provide SELLER employees and
i rojan i ecnnologles Group ULU
,020 Gore Road, London,Ontario, Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJANUV ;ariaFILTRA ItAquafine vVIQUA
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contractors working on BUYER's premises with all information and training required under
applicable safety compliance regulations and BUYER's policies. SELLER has no responsibility for
the supervision or actions of BUYER's employees or contractors or for non-SELLER items (e.g.,
chemicals, equipment) and disclaims all liability and responsibility for any loss or damage that
may be suffered as a result of such actions or items, or any other actions or items not under
SELLER's control.
16. LIMITATIONS ON USE: BUYER will not use any Products for any purpose other than those
identified in SELLER's catalogs and literature as intended uses. Unless SELLER has advised the
BUYER in writing, in no event will BUYER use any Products in drugs, food additives, food, or
cosmetics, or medical applications for humans or animals. In no event will BUYER use in any
application any Product that requires FDA 510(k) clearance unless and only to the extent the
Product has such clearance. BUYER will not sell, transfer, export, or re-export any SELLER
Products or technology for use in activities which involve the design, development, production,
use, or stockpiling of nuclear, chemical, or biological weapons or missiles, nor use SELLER
Products or technology in any facility which engages in activities relating to such weapons.
Unless the"ship-to" address is in California, U.S.A., the Products are not intended for sale in
California and may lack markings required by California Proposition 65; accordingly, unless
BUYER has ordered Products specifying a California ship-to address, BUYER will not sell or
deliver any SELLER Products for use in California. Any warranty granted by SELLER is void if
any goods covered by such warranty are used for any purpose not permitted hereunder.
17. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS: Unless otherwise
expressly agreed, BUYER is responsible for obtaining any required export or import licenses
necessary for Product delivery. BUYER will comply with all laws and regulations applicable to the
installation or use of all Product, including applicable import and export control laws and
regulations of the U.S., E.U., and any other country having proper jurisdiction, and will obtain all
necessary export or import licenses in connection with any subsequent export, re-export, transfer,
and use of all Product and technology delivered hereunder. BUYER will not sell, transfer, export,
or re-export any SELLER Product or technology for use in activities which involve the design,
development, production, use or stockpiling of nuclear, chemical, or biological weapons or
missiles, nor use SELLER Product or technology in any facility which engages in activities
relating to such weapons. BUYER will comply with all local, national, and other laws of all
jurisdictions globally relating to anti-corruption, bribery, extortion, kickbacks, or similar matters
which are applicable to BUYER's business activities in connection with this Contract, including
but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA").
BUYER agrees that no payment of money or provision of anything of value will be offered,
promised, paid, or transferred, directly or indirectly, by any person or entity, to any government
official, government employee, or employee of any company owned in part by a government,
political party, political party official, or candidate for any government office or political party office
to induce such organizations or persons to use their authority or influence to obtain or retain an
improper business advantage for BUYER or for SELLER, or which otherwise constitute or have
the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion,
kickbacks, or other unlawful or improper means of obtaining business or any improper advantage,
with respect to any of BUYER's activities related to this Contract. SELLER asks BUYER to
"Speak Up!" if aware of any violation of law, regulation, or our Code of Conduct ("CoC") in relation
Trojan Technologies Group ULC
3020 Gore Road, London,Ontario, Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJANUV ;ariaFILTRA ILAquafine 'VIQUA.
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to this Contract. See https://www.veraltointegritV.com and https://www.veraIto.com/integritV-
compliance for a copy of the CoC and for access to our Helpline portal.
18. RELATIONSHIP OF PARTIES: BUYER is not an agent or representative of SELLER and will not
present itself as such under any circumstances, unless and to the extent it has been formally
screened by SELLER's compliance department and received a separate duly-authorized letter
from SELLER setting forth the scope and limitations of such authorization.
19. FORCE MAJEURE: SELLER is excused from performance of its obligations under this Contract
to the extent caused by acts or omissions that are beyond its control, including but not limited to
Government embargoes, blockages, 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;
epidemics and pandemics; labor strikes or lockouts; riots; strife; insurrections; civil disobedience
or acts of criminals or terrorists; war; material shortages or delays in deliveries to SELLER by
third parties. In the event of the existence of any force majeure 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 circumstances extend for six
months, SELLER may, at its option, terminate this Contract without penalty and without being
deemed in default or in breach thereof.
20. NON-ASSIGNMENT AND WAIVER: BUYER will not transfer or assign this Contract or any rights
or interests hereunder without SELLER's prior written consent. Failure of either party to insist
upon strict performance of any provision of this Contract, or to exercise any right or privilege
contained herein, or the waiver of any breach of the terms or conditions of this Contract, will not
be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same
will continue and remain in force and effect as if no waiver had occurred.
21. FUNDS TRANSFERS: BUYER and SELLER both recognize that there is a risk of banking fraud
when individuals impersonating a business demand payment under new mailing or banking
transfer instructions. To avoid this risk, BUYER must verbally confirm any new or changed
mailing or banking transfer instructions by calling SELLER and speaking with SELLER's Accounts
Receivable Manager before transferring any monies using the new instructions. Both parties
agree that they will not institute mailing or banking transfer instruction changes and require
immediate payment under the new instructions, but will instead provide a ten (10) day grace
period to verify any mailing or banking transfer instruction changes before any new or outstanding
payments are due using the new instructions.
22. LIMITATION OF LIABILITY: None of SELLER, its successors-in-interest, assignees, affiliates,
directors, officers, and employees will be liable to any BUYER Indemnified Parties under any
circumstances for any special, treble, incidental, or consequential damages, including without
limitation, damage to or loss of property other than for the Products purchased hereunder;
damages incurred in installation, repair, or replacement; lost profits, revenue, or opportunity; loss
of use; losses resulting from or related to downtime of the Products or inaccurate measurements
or reporting; the cost of substitute products; or claims of any of BUYER's Indemnified Parties'
customers for such damages, howsoever caused, and whether based on warranty, contract,
Trojan Technologies Group ULC
3020 Gore Road, London, Ontario, Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJAN UV ;aria FI LTRA 11h Aq uafi ne V VIQUA.
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and/or tort (including negligence, strict liability or otherwise). The total liability of SELLER, its
successors-in-interest, assignees, affiliates, directors, officers, and employees arising out of the
performance or nonperformance hereunder, or SELLER's obligations in connection with the
design, manufacture, sale, delivery, and/or use of Products, will in no circumstance exceed the
amount actually paid to SELLER for Products delivered hereunder.
23. APPLICABLE LAW AND DISPUTE RESOLUTION: All issues relating to the construction,
validity, interpretation, enforcement, and performance of this agreement and the rights d
obligations of SELLER and the B YER re nder shall be governed by the laws of thePrOVIAGe
tate of Idaho
e 9 e and the federal laws of itle applicable therein; provided that if&�LER is Trojan
Technologies Corp., then the applicable governing laws shall be the State of and the
applicable federal laws therein. Any provisions of the International Sale of Goods Act or any
convention on contracts for the international sale of goods shall not be applicable to this
agreeme�p .ae )hn oies submit to and consent to the non-exclusive jurisdiction of courts located
in the ; provided that if SELLER is Trojan Technologies Corp., then the pa�j'e�
submit to and consent to the non-exclusive jurisdiction of courts located in the State of New Yom.°
24. ENTIRE AGREEMENT & MODIFICATION: These Terms & Conditions of Sale constitute the
entire agreement between the parties and supersede any prior agreements or representations,
whether oral or written. Upon thirty (30) days prior written notice, SELLER may, in its sole
discretion, elect to terminate any order for the sale of Products and provide a pro-rated refund for
any pre-payment of undelivered Products. No change to or modification of these Terms &
Conditions shall be binding upon SELLER unless in a written instrument specifically referencing
that it is amending these Terms & Conditions of Sale and signed by an authorized representative
of SELLER. SELLER rejects any additional or inconsistent Terms & Conditions of Sale offered by
BUYER at any time, whether or not such terms or conditions materially alter the Terms &
Conditions herein and irrespective of SELLER's acceptance of BUYER's order for the described
goods and services.
TERMS AND CONDITIONS COVERING SALES OF CONFIGURED-TO-
ORDER PROJECTS AND SYSTEMS
In addition to all terms and conditions above, unless otherwise addressed as part of SELLER's offer, the
following sections apply to sales of Configured-to-Order Projects, Systems, and the like:
101. PAYMENT.
101.1 Payments will be made per the schedule of payment events set forth in SELLER's offer; provided
that if the Start-Up Date (as defined below) is less than 30 days after the Delivery Date, 90% of the
purchase price is due before the Start-Up Date.
101.2. In the event that achievement of a scheduled payment event is delayed or suspended due to the
BUYER's convenience or other reasons for which the BUYER or its representatives is responsible, such
payment event will be deemed to have occurred and SELLER shall be entitled to invoice BUYER as if
achievement of such payment event had been achieved. In such circumstances, BUYER must notify
Trojan Technologies Group ULC
3020 Gore Road, London, Ontario, Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJAN uV ;aria FI LTRA 11h Aq uafi ne V VIQUA.
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SELLER in writing of the reasons for the delay and anticipated duration of the delay. SELLER will mark
the Products (or parts thereof) as the BUYER's property and BUYER shall make arrangements for a third
party to store the Products at BUYER's cost.
102. DELIVERY
102.1 SELLER will request the BUYER to provide a firm date for delivery of the Products to the project
site (the "Delivery Date")which SELLER will then use to establish the production schedule for the
Products. The Delivery Date will then be binding on the BUYER except for any changes made in
accordance with the provisions below.
102.2 SELLER reserves the right to reschedule the Delivery Date to a date prior to or subsequent to the
scheduled Delivery Date in order to accommodate its shipping, production or other requirements. This
right to reschedule will be applicable unless otherwise agreed to in writing by an authorized officer of
SELLER. SELLER will provide the BUYER or its representative with a minimum of 24 hours' notice of any
such rescheduling.
102.3 Where any change to the Delivery Date is made at BUYER's request and upon SELLER's
agreement, for all purposes with respect to the warranty and payment requirements provided by SELLER
in connection with the Products, the initial Delivery Date will be deemed to be the Delivery Date
regardless of any change later made to the Delivery Date.
103. ACCEPTANCE
103.1 During the period between the Delivery Date and the Start-up Date, the BUYER shall prepare the
Products and the project site for installation and start-up and, unless otherwise agreed in writing by an
authorized representative of SELLER, shall complete acceptance testing with respect to the Products.
The Products shall be deemed to be accepted on the earliest to occur of the following dates (the
"Acceptance Date"): (a)that date on which the Products can function in either manual or automatic
operation and provide treatment in accordance with criteria specified in the Quotation, or(b)60 days after
the Delivery Date.
103.2 All amounts which remain owing by the BUYER for the Products, including any amount which is
specified to be payable on the Acceptance Date, will be paid by the BUYER to SELLER within 30 days
after the Acceptance Date, unless otherwise agreed in writing by an authorized representative of
SELLER.
103.3 Written notification must be given by the BUYER to SELLER within seven days after the
Acceptance Date listing any outstanding deficiencies with respect to the Products and SELLER will use
all reasonable efforts to correct such deficiencies promptly.
104. START-UP
104.1 SELLER will request a firm date for start-up of the Equipment (the"Start-Up Date"). Trojan will then
schedule its technician to be on-site for the Start-up Date. The Start-up Date is binding except for any
changes made in accordance with the provisions below.
Trojan Technologies Group ULC
3020 Gore Road, London,Ontario,Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
TROJANIlV* ;ariaFILTRA I&Aquafine' vVIQUA.
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104.2 On the Start-up Date, BUYER must have the Equipment and site ready as provided in the
Installation Preparation Checklist contained in the Contractor Installation Package sent to BUYER and
must have paid all amounts then due and payable to SELLER.
104.3 BUYER can request a rescheduling of the Start-up Date by notifying SELLER in writing not less
than three weeks prior to the Start-up Date. BUYER may request that the Start-up Date be extended but
may not request that the Start-up Date be moved forward. SELLER requires a minimum extension period
of two weeks between the existing Start-up Date and the requested new Start-up Date in order to
reschedule its technician.
104.4 SELLER may, in its sole discretion, agree to reschedule the Start-up Date where a BUYER
requests less than a two-week extension but is under no obligation to do so. In the event that SELLER
does agree to less than a two-week extension or that BUYER requests more than two changes to the
Start-up Date, BUYER will be charged an administration fee in an amount determined by SELLER.
104.5 SELLER reserves the right to reschedule the Start-up Date to a date which is prior to or
subsequent to the scheduled Start-up Date in order to accommodate its resource availability.This right to
reschedule will be applicable unless otherwise agreed in writing by an authorized officer of SELLER.
SELLER will provide BUYER or its representative with a minimum of 72 hours' notice of any such change
to the Start-up Date.
104.6 In the event that SELLER'S technician arrives at the project site and finds that the Equipment or the
project site is not ready for start-up as defined in the Contractor Installation Package, or any amounts
then due and payable to SELLER remain unpaid, BUYER may either:
(a) provided all amounts then due and payable to SELLER have been paid, issue a purchase order for all
costs involved in having SELLER correct the deficiencies, or
(b) have SELLER'S technician leave the site and then reschedule the Start-up Date to a date when all
deficiencies will be corrected, and the Equipment will be ready for start-up as defined in the Contractor
Installation Package. If BUYER selects this option, the cost of rescheduling will be not less than a
minimum amount specified by SELLER, with the final cost being determined by SELLER based on its
costs and expenses incurred in connection with the rescheduling.
Certifications:
Pursuant to Idaho Code§§ 67-2359 and 67-2346,Contractor hereby certifies:
A. That Contractor is not currently owned or operated by the government of China and will not,for the
duration of this Contract,be owned or operated by the government of China.
B. That Contractor is not currently engaged in,and will not for the duration of the Contract engage in,
a boycott of goods or services from Israel or territories under its control.
Rev. March 15, 2024
Trojan Technologies Group ULC
3020 Gore Road,London,Ontario,Canada, N5V 4T7
+1 (519)457-3400 www.trojantechnologies.com
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TROJAN UY
04/09/2024
Greg Henson
City of Meridian I Public Works Department-Wastewater Division
3401 Ten Mile Road
Meridian, Idaho 83646
RE:Trojan UV3000 Plus System Replacement Parts
Dear Mr. Henson:
In the Engineered Submittal Package for the Trojan UV3000Plus System,Trojan provided an equipment
performance guarantee stating that those systems will meet the required level of disinfection provided
that the systems are operated and maintained in accordance with recommendations made by Trojan
Technologies.
For this equipment guarantee to be maintained, it is imperative that the appropriate components and
replacement parts be used in those systems. There are key replacement parts and system components
that directly influence the performance and reliability of each system. Among these critical
replacement parts are the UV lamps, electronic ballasts, wiper components and printed circuitry.
Without using these critical replacement parts that are approved and validated by Trojan Technologies,
we cannot guarantee that those systems will provide the required germicidal output.
In order to keep the equipment performance guarantee intact, it is recommended that specialized
system components be purchased directly from Trojan Technologies.Trojan purchases only validated
system components (lamps, ballasts etc.) from our suppliers and only those components meeting our
performance standards are passed on to the customer.
If you have any questions regarding this matter or require any additional information, please do not
hesitate to contact me.
Best regards,
H elm Gave-�
Heather Conine
Regional Account Manager
TROJAN TECHNOLOGIES
(760) 648-3289 mobile
hconine@trojantechnologies.com
TrojanUV-A Division of Trojan Technologies Group ULC
3020 Gore Road,London,Ontario,Canada N5V 4T7 T 519.457.3400 F 519.457.3030 www.trojanuv.com
Confidential-Company Proprietary