HomeMy WebLinkAboutReso 161-2023 ( 23-783)
MASTER EQUIPMENT TRIAL AND PURCHASE CONTRACT
FOR
“SLG®” Separation Treatment Three-Phase Solution – Solid / Liquid / Gas
AT THE CITY OF SOUTH SAN FRANCISCO
__________ ____, 2023
This Trial and Purchase Contract (“Contract”), dated ______ __, 2023, is made by and
between OREGE NORTH AMERICA INC., a Delaware corporation, with offices at 100
Chamisa Road, Covington, GA, 30016 (“Orege”); and The City of South San Francisco, a
public utility with offices at 400 Grand Avenue, South San Francisco, 94080 (“Customer” or
“City”) Orege and Customer are sometimes referred to herein individually as “Party” and
collectively as “Parties”.
BACKGROUND
ORÈGE SA, the parent company of Orege, specializes in the treatment of municipal and
industrial effluents (wastewater and sludge) and has developed innovative solutions in this field,
among which are some patent-protected technologies, based on specific scientific and technical
Intellectual Property Rights.
ORÈGE SA has filed several patent applications relating to the Process, covered by this
Contract, and has licensed that technology to Orege.
Customer owns and operates the South San Francisco – San Bruno Water Quality
Control Plant at 195 Belle Aire Road, South San Francisco, CA 94080, (the “Plant”).
Customer wishes to try and purchase the SLG® Solution, upon the condition that Orege
demonstrates the effectiveness of the SLG® Solution at the Plant, by meeting the performance
criteria set forth on Schedule A at the conclusion of the Field Test.
NOW, THEREFORE, Orege and Customer agree, as follows:
Article 1 – Definitions
The following terms shall have the meanings ascribed to them below:
“Acceptance” occurs upon the signature, or deemed signature if the Acceptance
Certificate is not signed within five (5) Business Days of Orege request showing that the
Satisfactory Results were reached by the Parties of an Acceptance Certificate. If Customer
believes that Satisfactory Results have not been achieved, Customer shall within five (5)
Business Days of Orege request provide Orege a written statement to that effect which details
the reasons therefor.
“Acceptance Certificate” means the certificate attached in Schedule C to this Contract
that will be signed or deemed to be signed by the Parties to confirm that Satisfactory Results
have been obtained in conformity with this Contract, or waived by Customer.
“Affiliate” means with respect to a Party, any other Person that, directly or indirectly
(through one or several other entities), is controlled by, controls or is under common control
with that Person.
“Baseline” means the mutually agreed measured outputs of the dewatering and polymer
makedown equipment when operated within the fixed Baseline Operation Parameters (BOP)
and includes but is not limited to the daily, weekly, or yearly average values of the feed sludge
concentration (TS), Polymer Treatment rate (lb./DT), Polymer Concentration, cake dry solids
(DS), and filtrate quality (TSS). The Baseline and its stability will be confirmed by Orege
during execution of this Contract in accordance with Schedule B and Article 4 of this Contract.
Baseline Operation Parameters (BOP) means the Customer’s normal operating
parameters (settings) of the dewatering equipment and polymer injection/mixing equipment
that are fixed and the Operating Conditions that have been normally used to produce the
Baseline provided to Orege by the Customer and mutually agreed in accordance with Schedule
B and Article 4 of this Contract and for the purposes of this Contract are fixed.
“Business Day” means any day other than (a) Saturday and Sunday and (b) any other
day on which banks located in Atlanta, Georgia are required or authorized by applicable law to
remain closed.
“Commissioning” means the dry and wet testing which occurs after the performance of
the Temporary and Final Installation obligations detailed on Schedule B
“Confidential Information” means information owned by or licensed to a Party or any
of its Affiliates, subsidiaries or related entities and includes, but is not limited to, any oral,
written, graphic or machine-readable information including, but not limited to, information
relating to patents, patent applications, research, product plans, products, prototypes,
developments, inventions, processes (including in the case of Orege, the Process), designs,
drawings, engineering, formulae, knowledge including know-how, markets, software
(including source and object code), hardware configuration, computer programs, algorithms,
logins and passwords, regulatory information, reports, studies, test data, and analysis, reagents,
chemical formulas, business plans, agreements with third parties, services, customers, material
and manufacturing specifications, suppliers, marketing or finances, Improvements, Results,
Know-How, identified by the disclosing party orally or in writing to be confidential or
proprietary, or which information, under the circumstances, might reasonably be expected by
the Party to whom such information is disclosed to be confidential or proprietary. Confidential
Information of Orege includes, but is not limited to, (i) Improvements derived by Customer, its
Affiliates, representatives including from access to Orege’s facilities; (ii) any and all software,
reports, memoranda, documents, developments, or other results that are directly related to
Orege’s business, (iii) Know-How, (iv) the SLG® Solution, and; (v) results. Confidential
Information which is composed of a combination, compilation or sequential arrangement of
individual elements or features which individual elements are available to the general public or
are or were known or become known to Customer, its Affiliates, representatives shall be
considered Confidential Information with respect to such combination, compilation or
sequential arrangement.
These obligations of confidentiality do not apply if the Party having received the information
provides proof that:
the information, at the time that it was provided, was already in its possession or accessible
to the public in a manner that was not in violation of the provisions of these this Contract or
any other confidentiality obligation,
when it was provided, the information was received lawfully from a third party and was not
covered by a non-disclosure agreement,
the information was developed by it before it was provided, or
the information must be provided to competent regulatory or judicial authorities, following
a justified request from them, or pursuant to applicable law such as the California Public
Records Act ; provided, however, that prompt written notice of such requirement is made to
the other Party and the disclosure is limited to the minimum extent required by law.
“Contract” means this Contract to try and purchase the SLG® Solution, including its
Schedules and Background section, and the Project Plan, which constitute an integral part of it,
as well as any amendment into which the Parties might enter from time to time.
“Delivery” means the date the Equipment arrives at the Plant as indicated herein.
“Dewatering Equipment” means the equipment, existing at the Plant, used for the
purposes of dewatering the Sludge and includes the sludge feed pump, belt filter press, polymer
preparation/makedown, maturation and pumping equipment.
“Documentation” means the user’s manual(s) for the Equipment.
“Documents” means designs, plans, specifications, instructions, programs, software,
manuals, data, files and other documents relating to the SLG® Solution as well as the
information that they contain.
“Effective Date” means the date of this Contract indicated on the title page of this
Contract.
“Equipment” means the SLG® Unit(s) as defined on Schedule B.
“Field Test” means the test to be performed as described on Schedule B to demonstrate
Satisfactory Results, in conformity with Schedule A.
“Implementation Stages” means Installation, Commissioning and Process Adjustment
in preparation for the Field Test conformity with Schedule B.
“Improvements” means any and all changes and derivative inventions, including but
not limited to enhancements, process adjustments, modifications, ideas, concepts, technical
requirements, developments, evolutions, adjustments and/or amendments created, acquired,
developed, reduced to practice or made or related at any time to the SLG® Solution, which are
patentable or entitled to copyright protection or qualify as Know-How and any other Intellectual
Property Rights related to the SLG® Solution created, acquired, developed, reduced to practice
or made at any time.
“Installation Certificate” means the certificate annexed to the Contract that will be
signed by both Parties on the Final Installation Completion Date as per Schedule D.
“Installation Completion” means that Orege has verified: (i) the physical integrity of
the Equipment; (ii) the permanent electrical and hydraulic connections to the Equipment; and
(iii) the hydraulic, electric and automation testing.
“Installation Completion Date” means the date of the Final Installation Completion
and is defined on the Installation Certificate.
“Installation” means the performance of the obligations performed by the Parties before
Final Commissioning; whose performance is certified by the signing of the certificate in
accordance in Schedule D.
“Installation Cost” means any and all fees and expenses incurred by Orege in the course
of Installation of the Equipment and Process, including all Orege’s costs of labor, materials,
expenses, allowances, and change orders.
“Intellectual Property Rights” means any and all patent applications, patents,
Improvements, Know-How, business and trade secrets, proprietary and other intellectual
property rights, brands, trademark and copyright protection, technical documentation, computer
software, hardware designs and models.
“Know-How” means any and all technical data and information, assistance, practical
knowledge, techniques and skill resulting from experience, testing (for Orege relating to the
SLG® Solution), including but not limited to formulae, recommendations, standards,
specifications, processes, methods, code books, raw materials and information, trade practices
and secrets and ameliorations to any of the foregoing, including, but not limited to, non-
patented, practical information resulting from experience and testing unless such information
is not Confidential Information.
“Material Default” means a default that is non-trivial and has a higher level of
significance. By way of example only, it is a Material Default if (a) Customer breaches the
restrictions on non-use or disclosure of Orege’s Intellectual Property or Confidential
Information; or (b) Customer fails to pay any amounts required hereunder as and when such
payment is due and such failure shall continue uncured for a period of ten (10) days after the
date on which written notice thereof shall be given by Orege.
“Operating Conditions” means the normal operation of the Upstream unit processes
prior to the dewatering process at the Plant, as defined on Schedule B.
“Orege” means Orege North America Inc. and Orège SA, as appropriate.
“Orege Items” means Orege or Orège SA tools and/or materials that are not intended
to be sold to or owned by Customer.
“Orege Indemnifying Parties” means Orege, its workers, office clerks, employees,
representatives, managers, officers, directors, agents, customers and consultants.
“Orège SA” means the parent company of Orege North America, Inc.
“Person” means any individual and any legal or other entity.
“Plant” means the wastewater treatment plant specified above in this Contract.
“Preventative Maintenance and Ongoing Process Adjustment” means number of visits
4, 3 days per visit per year from Orege technical personnel, as further defined in Article 11.
“Process” means the conditioning method, technology owned by Orège, SA, patented
or not, and licensed to Orege, as modified, enhanced and/or improved by Orège SA or its
Affiliates together with any Know-How owned by Orege and Orège SA.
“Project Plan” means the document (Schedule B) that describes the required steps to
be completed before, during and after the Implementation Stages and Field Test and describes
the information and measurement rules necessary to calculate Satisfactory Results based on the
steps set forth on Schedule A.
“Process Adjustments” means the adjustments made, tested and confirmed by Orege to
the Customer’s BOP for the purpose of achieving satisfactory results as defined in Schedule A.
“Prior Knowledge” means any and all patentable inventions, patents, Processes,
software, documents, information, data, technical knowledge or knowledge of any other nature
in general, Know-How, trademark, design, model or other Intellectual Property Right which
was created, acquired, first developed or reduced to practice by, or licensed by third Parties to,
a Party before the date of the Contract.
“Purchase” means Customer’s purchase of the SLG® Solution after Satisfactory
Results are achieved including Final Installation & Project Completion.
“Satisfactory Results” means the results defined in Schedule A.
“Site Visits” means access to the Plant for Orege and Orege invitees to observe the
Implementation Stages and Field Test and/or the SLG® Solution in operation.
“SLG® Solution” means the Equipment, Process, and any Orege or Orège SA Know-
How and Process Adjustments that allows the Equipment to be deployed with upstream and/or
downstream technology and/or machinery and also any adaptation of, or modification to, the
BOP on the dewatering equipment and operation at the Plant required in connection with the
performance of the Equipment, as described on Schedule B.
“SLG® Unit” means Orège SA’s proprietary SLG® technology which performs the
Process, and its peripherals, as more fully described on Schedule B.
“Sludge” means the organic sludge produced at the Plant at the time the Baseline
Operating Parameters are identified.
“Supplementary Period” means ten (10) additional Business Days to rectify a default.
“Taxes” means all, sales, use, value added or similar taxes duties or other items to be
paid in accordance with applicable law or regulations.
“Tax Benefits” means all deductions credits and other tax benefits available to an owner
of property.
“Term” means the term of this Contract starting on the Effective Date and concluding
when the Trial Period lapses, all the obligations of the Parties hereunder have been satisfied, or
the Contract is terminated in accordance with Article 8.
“Trial period” means the the Implementation Stages and Field Test prior to the Purchase
by Customer of the SLG® Solution(s).
“Transfer” means to assign, contribute, sell, sublease or otherwise transfer.
“UCC” means the Uniform Commercial Code of the jurisdiction applicable to the
Contract.
“Upstream Unit Processes” means the processes and/or equipment, upstream of the
dewatering equipment, which are normally in service to produce the Sludge dewatered at the
Customer’s facility and includes but is not limited to the Primary Clarifier, Biological
Treatment Unit, Secondary Clarifier, Digesters, and sludge Blending/Storage in accordance
with Schedule B
“Warranty” means the undertaking defined in Article 11.
“Warranty Period” means the time period set out in Article 11.2 during which
Equipment is under Warranty.
Article 2 – Purpose
The purpose of this Contract is to set forth the terms and conditions of the Trial Period and then
the Purchase by Customer of the SLG® Solution(s) after Satisfactory Results are achieved
during the Field Test on the first SLG® and Customer is not obligated to purchase the SLG®
Solution if Satisfactory Results are not met. Upon occurrence of the Purchase, the sale of the
SLG® by Orege shall convey to Customer the non-transferable right for only Customer to use
the Equipment at the Plant in compliance with the Contract. Any modification of the SLG®
Solution(s) must be approved in writing signed by Orege and Customer.
Article 3 – Contractual Documents
The Contract consists of the following documents (which are to be read together as one
document), listed in decreasing order of priority (in case of contradiction between or among
any of their respective provisions):
the Contract;
Schedule A “Satisfactory Results”;
Schedule B “Project Plan”;
Schedule C ”Acceptance Certificate”;
Schedule D “Final Installation Certificate”;
Schedule E “ Matrix of Responsibilities”
The Parties acknowledge being fully familiar with and having fully understood the Contract,
including all the documents listed above.
Article 4 – Trial Period
This Article (together with Schedule B) details the progression of activities that Orege together
with the Customer will follow to complete this Contract. The Parties’ duties and responsibilities
are summarized in the Matrix of Responsibilities in Schedule E. The first item begins with
identifying the Equipment that will be purchased (like the SLG ®) and that which will be process
adjusted (like the Customers’ belt presses). Next, it discusses how the Customer’s Baseline will
be verified throughout the Field Test so that the total benefit of the SLG® Solution is accurately
compared to the Customer’s Baseline. The next step is for Orege to deliver the Equipment and
work with the Customer to affect a temporary installation. Once installed, Orege Commissions
the Equipment and temporary piping. The Process Adjustment phase occurs next, and this will
include making adjustments to the Customer’s equipment as well as adjustments to Orege’s
equipment so that they all work together to achieve Satisfactory Results according to Schedule
A. Following the completion of the Process Adjustment phase, the Field Test will commence.
Article 4.1 Implementation Stages & Field Test – The Implementation Stages and Field Test
stages are described in further detail in the Project Plan in Schedule B and shall be performed
in conformity with the provisions of this Contract, and as may be further defined in Schedule
B.
4.1.1 Obligations of the Parties – The Matrix of Responsibilities (including for costs)
in Schedule E is agreed to by Orege and the Customer. This matrix details the
responsibilities of each Party for information, materials, labor, and utilities supply
required for this Contract. The Parties undertake to (i) perform their obligations as
described on the Matrix of Responsibilities and the Project Plan, which is attached
hereto on Schedule B, and (ii) perform the changes to the dewatering operation, at their
cost and risk, as Orege deem necessary, so long as such changes will not interfere with
or otherwise adversely affect Customer’s operations and in conformity with Schedule
B. The Parties agree and acknowledge that the performance of the obligations listed on
Schedule B, Schedule E are essential to successfully complete the Implementation
Stages and Field Test.
4.1.2 Equipment Scope of Supply – The scope of equipment supply is defined in
Schedule B.
4.1.3 Delivery - The Equipment will be delivered by Orege to the Plant. Delivery
timeframes are provided in this Contract for informational purposes only. Under no
circumstances will Orege be liable for damages, indemnities, late penalties or the like,
if delivery timeframes are delayed. Upon delivery, Customer shall with Orege
Representative: (i) verify the Equipment that is delivered includes all components listed
in this Contract and the absence of observable damage and defects, (ii) acknowledge
delivery prior to Installation and when needed provide notification about any complaint
relating to quantity and observable defects of quality. Equipment is deemed to conform
to the Contract and to have no observable defects, except to the extent indicated
otherwise. Orege reserves the right to choose the routing and the transporter. If shipment
of Equipment is delayed due to the fault of Customer, Orege will be entitled to invoice
the Customer for the costs of any delay when the Equipment is available to be shipped,
without prejudice to Orege’s right to bill for storage charges.
4.1.4 The Equipment – During the Implementation Stages, Equipment: (a) will be
the responsibility of Customer during non-business hours, except when Orege Personnel
are physically on site; (b) can be moved and serviced only by duly appointed Orege
employees or approved contractors; (c) are intended for exclusive use by Orege at the
Plant for needs related to the Implementation Stages; (d) are intended to be the
commercial unit(s) to be permanently installed if the SLG® Solution is Purchased for
the Plant; and will be removed by Orege (at its own cost) at the end of the Field Test in
accordance with the Contract, if Satisfactory Results have not occurred after the
conclusion of the Field Test and the Purchase does not commence.
Article 4.2 Baseline – The Parties agree that the Baseline is the product of the Baseline
Operation Parameters (BOP) of the Customer’s equipment and Upstream Unit Processes
Operating Conditions that have been in use at the plant to produce the historical performance
data provided to Orege and that the BOP will remain fixed anytime that the Baseline is
measured or verified. The Customer acknowledges that the historical performance data
provided by the Customer has been utilized and relied upon by Orege to determine the
Satisfactory Results as defined in Schedule A. However, because the Baseline can change due
to no fault of Orege it is important to routinely verify the Baseline and if necessary, reset the
Baseline immediately prior to the start of and during the process adjustment phase and prior to
the start of and during the Field Test. The SLG® Solution sludge conditioning and the Process
Adjustments made by Orege to the Customer’s Equipment work together to achieve
Satisfactory Results.
4.2.1 Baseline Operating Parameters (BOP) – The Historical Baseline Operational
Parameters (Settings) provided by the Customer are indicative of normal operation of
the dewatering and ancillary equipment. The BOP has been utilized by the Customer to
operate the existing dewatering system and the Customer further warrants and agrees
that they have provided to Orege any seasonal modification to the BOP and that the
BOP identified in Schedule B will be fixed for the purposes of this Contract and utilized
to confirm and verify the Baseline during the term of this Contract. Should the Operating
Conditions of the plant defined in Schedule B change for any reason the Customer must
notify Orege within 24 hours of discovery by the Customer.
4.2.2 Customer Equipment - Customer warrants that the BFP and its wash boxes, belts,
water pressure, rollers, and scraper blades are within manufacturer specification and
fully functional. The Customer agrees, if required, to repair the existing dewatering
equipment that is not functioning within manufacturer specifications and in a
commercially reasonable manner, at its risk and cost, and at Orege’s request.
4.2.3 Baseline Verification and Measurement – The Historical and/or Current
Baseline identified in Schedule B has been provided by the Customer and the Customer
warrants that the Baseline was obtained using the BOP provided by the Customer. All
Baseline verification sampling and measurement will be performed by Orege, full scale,
bypassing the SLG® Solution and operating the Dewatering Equipment using the fixed
BOP utilizing the sampling methods and measurement protocols as detailed in Schedule
B.
4.2.4 Baseline Measurement Reporting – Orege will provide the Customer with notice
prior to Baseline Verification and Measurement event(s) and Orege will provide the
Customer a written report of the results.
4.2.5 Deviations – If during Baseline Verification and Measurement events a sustained
deviation occurs indicating that the baseline has changed then Orege, at its discretion,
may determine that a regular daily Baseline measurement utilizing the BOP is required
during the Process Adjustment Phase and Field Test. In the event that the Baseline
Verification and Measurement events confirm that the baseline has changed, the Parties
agree, that prior to the execution of the Field Test, the Baseline will immediately be
reset for the purposes of confirming Satisfactory results solely based upon the Baseline
Verification and Measurement performed and reported by Orege.
4.2.6 Operating Conditions – Customer agrees and acknowledges that all the Upstream
Unit Process Operating Conditions indicated in Schedule B must be met for the SLG®
Solution to operate at optimal capacity. The Customer, therefore, represents and
warrants that all the Upstream Unit Process Operating Conditions identified on
Schedule B will be maintained at the Plant during the Implementation Stages and Field
Test and the Supplementary Period.
4.2.7 Change in Upstream Unit Process Operating Conditions – Customer and Orege
agree to renegotiate, in good faith, the terms of Schedules A and B in particular the dry
solids increase, if there is a change to the Operating Conditions at the Plant upstream
from the Equipment that could reasonably adversely affect the Implementation Stages
or Field Test and the achievement of Satisfactory Results. Customer further agrees to
inform Orege of any difference or change to the Operating Conditions as soon as
practicably possible. If no alternative is reasonably agreed by the Parties within twenty
(20) Business Days from the receipt of a written notification from Orege requesting that
Customer ensure that the Operating Conditions are reinstated at the Plant, Orege shall
have the right, at its own discretion, to remove the Equipment, together with any other
Orege property, from the Plant and terminate the Contract. In the event that either of
the conditions listed in (i) or (ii) above occur and the Contract is terminated, Customer
shall reimburse Orege in accordance with the principles set forth Article 8.3.2 if Orege
can reasonably establish that such changes in conditions hindered the possibility for
Orege to achieve the Satisfactory Results in Schedule A.
Article 4.3 Temporary Installation & Commissioning
4.3.1 SLG® Solution Temporary Installation for the Process Adjustment and Field
Test Phase - Temporary Installation of the SLG® Solution shall be performed by Orege
with the support of the Customer as defined in Schedule E the Matrix of
Responsibilities. For the Process Adjustment and Field Test, the SLG® will be installed
and connected to the BFP on a temporary basis. If Customer delays the Process
Adjustment or Field Test for any reason, not in connection with Orege, then Customer
agrees to pay Orege an additional daily rate of $500 per person per day of delay during
which Orege personnel are at the Customer’s Plant beyond the days expected.
4.3.2 SLG® Temporary Installation Description – Installation includes placement
and connection of the SLG® Equipment including but not limited to the
following: SLG® skid, compressor, temporary polymer System (if required), deaeration
unit, feed Sludge piping (flexible or fixed), conditioned Sludge piping (Flexible) from
SLG® to the deaeration unit, conditioned Sludge piping (flexible) from deaeration unit
to the belt filter press, all temporary pipe supports and restraints and connection to
existing utilities (electrical water), connection to existing sludge piping, and integration
of E-Stop controls with belt filter press and the existing Sludge pumps (if required).
In addition, Customer will be responsible for any required regulatory permitting,
providing adequate site utilities to the SLG® installation location, structural and/or site
facility improvements, instrumentation and control improvements, and/or programming
of facility control systems, and appropriate use of licensed personnel such as electricians
and mechanics.
4.3.3 Commissioning – Commissioning of the SLG® Equipment shall be performed by
the Parties as defined in Schedule E the Matrix of Responsibilities. Commissioning will
include the dry and wet testing of the system and confirmation of motor rotation and E-
Stop controls.
4.3.4 Notifications – At the conclusion of Installation and Commissioning the Parties
agree to note any reservations within 48 hours (about 2 days) of the Customer receiving
notification from Orege that the Commissioning of the SLG® Solution is complete.
Article 4.4 – Process Adjustment Phase During the Process Adjustment phase Orege will
perform full scale operational evaluation of the individual and combined equipment, further
detailed in Schedule B, including but not limited to the following: SLG®, Polymer Type,
Polymer Preparation, Treated Sludge piping from the SLG® Equipment to the belt filter press.
The Parties agree that the Process Adjustment Phase is essential to determine the optimal; (a)
SLG® Equipment settings, (b) polymer type preparation and injection, (c) treated sludge piping
hydraulics and (d) dewatering and ancillary equipment operational parameters, the SLG®
Solution, that will be utilized during the Field Test and ongoing operations after the
achievement of the Satisfactory Results as defined in Schedule A.
4.4.1 Customer Equipment Operation: The Parties agree that Orege will be granted
full control of the Operational Parameters of the Dewatering Equipment.
4.4.2 Modifications to the BOP: Customer agrees and acknowledges that, for Orege to
obtain Satisfactory Results as described in Schedule A, changes to the existing BOP as
identified in Schedule B may be required. Customer therefore agrees to undertake to
perform the parameter changes requested by Orege, and at its own cost and risk, or allow
Orege to make changes, including but not limited to:
‐ Belt Speed
‐ Belt Tension
‐ Polymer choice
‐ Sludge entrance into the belt filter press
‐ distribution of the thickened sludge in the pressure zone
4.4.3 Orege Supply of Temporary Equipment – Orege may supply temporary
equipment, at Orege’s cost, that will be deployed during the Process Adjustment and
Field Test Phases. The equipment that may be supplied is as follows:
- Polymer Make down Equipment
- Sludge Pump
4.4.4 Notifications – During the Process Adjustment Phase Orege will provide a wee kly
report to the Customer for the purpose of reporting status and any modification to the
Process Adjustment Plan. The Customer agrees to notify Orege in writing and within 48
hours of receipt of the weekly report of any reservations. After the conclusion of the
Process Adjustment Phase, Orege will notify Customer in writing and the intent to
proceed with the Field Test.
4.4.5 SLG® Solution and Dewatering Process Operation Procedure – At the
conclusion of the Process Adjustment Phase Orege will prepare the standard operation
procedure that outlines the SLG® Solution Operation Parameters and that will be utilized
during the Field Test defined in Article 4.5.
Article 4.5 – Field Test & Satisfactory Results - The purpose of this phase is to demonstrate
the SLG® Solution has achieved Satisfactory Results as defined in Schedule A.
4.5.1 Field Test Operation Parameters - The Field test will be conducted utilizing
SLG® Solution and Dewatering Process Operation Procedure.
4.5.2 Field Test Term - The Field Test will be performed for a period of approximately
5 Days.
4.5.3 Field Test Sampling and Measures - The sampling procedures and analysis
methods that will be used to measure the performance of the SLG® Solution such as TS,
DS, TSS of the Filtrate, and the Polymer Treatment rate are defined in Schedule B.
4.5.4 Field Test Report – Orege will provide the Customer at the conclusion of the
Field Test with the results of the Field Test as defined in Schedule B.
4.5.5 Customer Evaluation- the Customer will evaluate the Field Test Report with the
operational expenses to evaluate if they are acceptable to its Plant and municipal
operations.
4.5.6 Acceptance Certificate – Upon achievement of Satisfactory Results, the Parties
must sign the Acceptance Certificate, Schedule C which confirms that (a) Satisfactory
Results have been obtained; (b) the Warranty applies and; (c) Customer is solely
responsible for the operation of the SLG® Solution.
4.5.7 Failure to achieve Satisfactory Results -Subject to Articles 4.5 and 7.3, the
Purchase of the Equipment will not occur and this Contract will be terminated, if
Satisfactory Results are not achieved at the conclusion of the Field Test, in which case,
Customer shall allow Orege to proceed with the removal of the Equipment from the
Plant within 60 days, along with any other Orege property, at Orege’s cost. Customer
may, however, choose to Purchase the SLG® Solution, at Customer’s sole discretion.
4.5.7 Training - Customer training by Orege, will occur during the availability of a
representative of the Customer after the satisfactory completion of the Field Test, and is
included in the price of the SLG® Solution. If there is no Field Test, the Customer
training will take place as soon as practically possible after the Delivery date, or at a
time mutually agreed, in writing, by the Parties.
Article 5 Purchase– The Parties agree that upon conclusion of the Field Test and achievement
of Satisfactory Results from the Temporary Installation, Final Installation shall be performed
by Customer if the Customer chooses to purchase the SLG® Solution. Orege shall provide
planning and supervision.
5.1.1 Final Installation Description - Final installation will include connection of the
SLG® Solution(s) to the Customer’s BFP as detailed in the Final Installation Plan
prepared by Orege. The Final installation will also include a bypass line that allows the
BFP to operate with or without the SLG®.
5.1.2 Final Installation Responsibility – Final Installation of the SLG® Solution at the
Plant will be performed in accordance with Schedule E, the Matrix of Responsibilities
and in accordance with the final installation plan provided by Orege. Customer will take
reasonable measures to provide Orege with site specific requirements and support to
ensure Final Installation is completed- within sixty (60) days after the successful Field
Test. If Customer delays installation for any reason, not caused by Orege, then
Customer agrees to pay Orege an additional daily rate of $500 per person per day of
delay during which Orege personnel are at the Customer’s Plant beyond the days
expected.
5.1.3 Installation Certificate - On the Final Installation Completion Date of each the
Equipment, Customer will sign the Final Installation Certificate, Schedule D, which
confirms that (a) if Customer elects not to have a Field Test, that (i) the SLG® Unit is
operating (ii) Orege has delivered to Customer the Documentation; (iii) the Warranty
applies and (iv) Customer is solely responsible for the operation of the SLG® Unit, or,
(b) if there is going to be a Field Test, that (i) the SLG® Unit is operating (ii) Orege has
delivered to Customer the Documentation.
5.1.4 Care of the Equipment– Customer is responsible for the care and safety of the
Equipment once it arrives at the Plant, except Customer will not be responsible for an
SLG® Unit before its Acceptance when Orege Personnel are on-site or from any damage
which results from the negligence of Orege or its employees, agents.
Upon Customer’s acceptance of the Equipment, and subject to the limitations set forth
in this Section, Customer assumes and shall bear the risk of loss, destruction, theft,
taking of, or damage to the Equipment, unless any of the foregoing were caused by
Orege, its employees or agents, in which case Customer shall have no liability to Orege.
Customer shall be responsible for the reasonable cost of repairing any damage to the
Equipment while in its care custody, and control, normal wear and tear aside.
Subject to the provisions set forth in this Article 17.7, in the event that the Equipment is
lost, destroyed, stolen, or damaged to such an extent that repair thereof is impractical,
at Orege's discretion, Orege or its assignee shall be entitled to receive all applicable
insurance proceeds due hereunder to the extent of Orege's interest in the Equipment or
the cost for replacement of such Equipment (“Replacement Cost”). To the extent that
any such loss, damage or taking is covered by insurance, all proceeds of such insurance
shall be first applied by Customer toward satisfaction of the Purchase payments required
to be made to Orege or its assignee.
5.1.5 Reservations - Should the Parties observe defects, issues, and/or problems with
any of the Equipment at Acceptance or Final Installation, they undertake to include all
observable defects and problems on the Acceptance Certificate , or Installation
Certificate, which must be signed by both Parties and will serve as conclusive evidence
of the observable defects, issues and/or problems with the Equipment at the time that
Acceptance took place. The Parties will resolve all reservations listed on the Installation
or Acceptance Certificate to the extent reasonably possible and as quickly as is
practicable, in accordance with their responsibilities under the Contract.
Article 6 – Purchase
Article 6.1 Satisfactory Results - When Satisfactory Results are demonstrated at the end of
the Field Test, the Customer shall have the option to Purchase the Equipment pursuant to this
Contract, and Orege shall make the installation of the Equipment permanent Customer shall
pay the price in accordance with Article 7, and send a signed version of the Acceptance
Certificate attached hereto on Schedule C to Orege.
Article 6.2 Title to the Equipment - Customer acknowledges and agrees that (i) ownership of
and title to the Equipment and all accessions thereto remain with Orege until the Purchase price
is paid in full; (ii) Customer will make no claim or assert any right to any such Equipment
inconsistent with Orege’s ownership, and will make appropriate entries upon the books and
records disclosing Orege’s title to the Equipment, and if Orege so requests, Customer will
specifically identify the Equipment in a manner acceptable to Orege as being owned by Orege
and sold to Customer; (iii) Customer will not permit any action which would cause the
Equipment to be subject to any lien, security interest or similar third party claim; (iv) Customer
will, upon reasonable request by Orege, execute and deliver to Orege all agreements,
instruments and documents reasonably necessary for the protection of Orege's title to the
Equipment; and (v) Customer shall give Orege immediate notice in the event the Equipment is
levied upon or becomes subject to seizure. The Equipment shall remain personal property
regardless of whether it becomes affixed or attached to real property or any improvement
thereof. Customer will not permit any Equipment to become so related to any particular real
estate so as to become a fixture on such real estate or to be installed in or affixed to other goods
so as to become an accession to such other goods.
Article 6.3 Use of the Equipment - Customer’s use and operation of the Equipment shall be
in material compliance with the terms and conditions of this Contract, the provisions of all
applicable insurance policies, all pertinent rules, regulations, permits, certifications, ordinances,
and laws of all governmental or regulatory bodies having jurisdiction over Customer, the
Equipment or the use or operation thereof by Customer. Customer shall use and operate and
ensure that its employees and subcontractors shall use and operate, the Equipment in a careful
and proper manner, in compliance with normal and safe operating procedures for such
Equipment, and in conformance with Orege’s recommended engineering and maintenance
standards and Documentation.
Except for the Preventive Maintenance and On-Going Process Adjustment Services
(PM&OPAS) provided by Orege pursuant to Section 7.2: (a) Customer shall, at its own cost
and expense, maintain the Equipment in the same condition as when delivered (in good, safe
and satisfactory operating order and appearance), subject only to ordinary wear and tear; and
(b) Customer shall perform all necessary preventative maintenance, adjustments, repairs and
parts replacement for the Equipment in accordance with the Documentation and directions
furnished by Orege or the manufacturer of components of the Equipment. Customer shall not
alter, modify, and make additions or improvements to the Equipment without prior written
approval of Orege. Customer further agrees not to alter any accessories, remove or deface
anything affixed to the Equipment, or add other devices or mechanisms to the Equipment
without the prior written consent of Orege. Customer shall not remove, alter, disfigure, or cover
up any numbering, lettering or insignia displayed on the Equipment without prior written
approval of Orege.
Article 6.4 Samples - Customer warrants and represents to Orege that all samples and materials
sent to Orege relating to the SLG® Solution are safe and in a stable condition and undertakes to
indemnify Orege Indemnified Parties and/or Orege Affiliates for any losses, injuries, claims
and costs which the Orege Indemnified Parties: or Orege Affiliates may suffer as a result of any
sample or materials not being in a safe or stable condition, notwithstanding that Customer may
have given an indication on the sample or materials or any order form of any perceived problem
with the sample. All samples and materials become the property of Orege to the extent
necessary for the performance of the Contract. Orege will dispose of or destroy samples and
materials thirty (30) days after the analysis has been performed. Orege may dispose of or
destroy the samples and materials after the agreed upon retention period, without further notice
and, at Customer’s cost, should an extra cost for Orege arise to comply with any regulation (for
example, with respect to disposal of hazardous waste). Orege will not return unneeded samples
or materials.
Article 7 – Price
Article 7.1 Total Price - The total price for the SLG® Solutions being pPurchased pursuant
to this Contract is not to exceed Seven Hundred Thousand Dollars ($700,000), where the price
of the equipment being purchased pursuant to this contract is not to exceed Five Hundred
Thousand Dollars ($500,000) is X and the amount for other services is not to exceed Two
Hundred Thousand Dollas ($200,000).X:
Included in the total not to exceed Price are two (2) installed SLG® Solutions, purchased by
(Customer), along with one year of Preventative Maintenance/On-going Process Adjustment.
SLG® Purchase pricing does not include operations after turnover to the client, or repair as a
result of negligence or willful misconduct by Customer.
Article 7.2 Payment Terms:-
Equipment value not to exceed Five Hundred Thousand Dollars ($500,000) paid upon delivery
terms net 60.
Final Installation will be invoiced through progress payments with an agreed upon schedule of
values.
The payments specified in 7.2(a)-(d) shall be the only payments from City to Orege for
equiptment and services rendered pursuant to this Agreement after Satisfactory Results are
demonstrated. Orege shall submit all invoices to City in the manner specified in Article 7.2(a).
Except as specifically authorized by City, Orege shall not bill City for duplicate services
performed by more than one person.
Orege and City acknowledge and agree that compensation paid by City to Orege under this
Agreement is based upon Orege’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently,
the parties further agree that compensation hereunder is intended to include the costs of
contributions to any pensions and/or annuities to which Orege and its employees, agents, and
subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
(a) Invoices. Orege shall submit invoices, not more often than once per month during the term
of this Agreement, based on the cost for services performed and reimbursable costs incurred
prior to the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);
The beginning and ending dates of the billing period;
A task summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the percentage
of completion;
At City’s option, for each work item in each task, a copy of the applicable time entries
or time sheets shall be submitted showing the name of the person doing the work, the
hours spent by each person, a brief description of the work, and each reimbursable
expense;
The amount and purpose of actual expenditures for which reimbursement is sought;
(b) Monthly Payment. City shall make monthly payments, based on invoices received, for
installed equiptment and/or services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with
all of the requirements above to pay Orege. City shall have no obligation to pay invoices
submitted ninety (90) days past the performance of work or incurrence of cost.
(c) Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant
to this Agreement within sixty (60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
(d) Total Payment. City shall pay for the services to be rendered by Orege pursuant to this
Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred
by Orege in rendering services pursuant to this Agreement. City shall make no payment for any
extra, further, or additional service pursuant to this Agreement.
In no event shall Orege submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement, unless
the Agreement is modified prior to the submission of such an invoice by a properly executed
change order or amendment.
Article 7.32 SLG® Solution Preventative Maintenance and On-going Process Adjustment
– For an additional fee equal to $40,000 per year after the first year, Orege agrees to provide
and the Customer agrees at their sole discretion and option to purchase the SLG® Solution
Preventative Maintenance and On-going Process Adjustment, which includes ongoing
operations training, with each SLG® Solution Purchased at the price provided in the table above.
The Preventative Maintenance and On-going Process Adjustment Services include a total of up
to 4 visits per year, lasting up to three (3) days per visit and not to exceed a total of 12 days per
calendar year by an Orege certified technician. It is understood that this service does not
constitute a performance guarantee of any kind. It is also understood that this Service does not
include any corrective maintenance and repair after the Warranty Period (other than on the
Orege manufactured components) or any repair work required as a result of Customer’s
negligence in operating the SLG® Solution.
Article 7.43 Late payment, payment default - If payment is not paid when due, and Orege
has provided a written thirty (30) day notice to pay, Orege will have the right recover the
Equipment pursuant to Article 8, without prejudice to any other rights Orege may have and
actions Orege may take. Interest at the rate of eighteen percent (18%) per annum (but not more
than the maximum interest permitted by applicable law) will accrue on all amounts not paid
when due, starting the day following the due date, without prejudice to Orege’s right to
terminate the Contract pursuant to Article 8.
Article 8 – Termination, Cancellation & Removal
Article 8.1 Cancellation - Customer may not cancel this Contract after the Effective Date.
Article 8.2 Term of the Contract -The Term will commence on the Effective Date and will
continue for one (1) year until such time as all of rights and obligations of both of the Parties
under the Contract have been fully performed and/or expired, unless terminated sooner or
extended in accordance with the terms hereof.
Article 8.3 Termination
8.3.1 Permitted Termination – The Contract may be terminated by either Party on
notice to the other Party, in the case of (a) prior to Acceptance if an event of force
majeure which has existed for at least ninety (90) days and is continuing; (b) by
Customer if after the Field Test, Satisfactory Results have not been achieved due solely
to Orege’s fault; (c) the occurrence of a Material Default under the Contract by the other
Party, which unless defined otherwise has existed for at least thirty (30) days after
written notice from the non-defaulting Party and is continuing; or (d) Customer or Orege
makes an assignment for the benefit of creditors, whether voluntary or involuntary, or
if a petition is filed by or against Customer or Orege under any bankruptcy, insolvency
or other consumer legislation. Failure by the defaulting Party to satisfy its obligations
in conformity with Schedule B, Schedule E, will entitle the other Party to provide
written notification of such failure(s) to the defaulting Party. The defaulting Party shall
rectify all such failures within the Supplementary Period. In this case, if the obligations
listed on Schedule B, Schedule E are not fully satisfied by the end of the Supplementary
Period, the Parties agree that non-defaulting Party will have the right to terminate this
Contract by sending written notification to defaulting Party. Upon any such termination,
Customer will allow Orege to remove the Equipment, together with any other Orege
property, from the Plant. If Customer is the defaulting party under this Article 8.3.1, it
shall reimburse Orege for its actual, reasonable costs related to the Implementation
Stages and Field Test, including removal of its Equipment following termination in
accordance with Article 8.3.2.
8.3.2 Upon Termination By Orege Due to Customer Material Default or Change
in Operating Conditions – In the event of the termination of the Contract by Orege
pursuant to Article 7.4; 8.3.1 (c) or (d): (a) the full Contract price shall be immediately
paid; and (b) each Party shall promptly return or destroy all Confidential Information of
the other Party, provided that each Party may retain one copy of the Confidential
Information of the other Party in its archives solely for the purpose of establishing the
contents thereof and ensuring compliance with its obligations hereunder; and (c) if the
full Contract price is not paid, then title shall not pass and Customer shall return the
Equipment to Orege in accordance with Article 8.4.1 and all of the licenses and rights
granted by Orege to Customer pursuant to the Contract shall immediately terminate.
8.3.3 Upon Termination By either Party Due to Force Majeure – In the event of
the termination of the Contract by either Party pursuant to Article 8.3.1(a): (a) all of
the licenses and rights granted by Orege to Customer pursuant to the Contract shall
immediately terminate; (b) all amounts due to Orege for mobilization, demobilization
and work performed up an until the Force Majeure occurred shall be immediately paid
by Customer; and (c) each Party shall promptly return or destroy all Confidential
Information of the other Party, provided that each Party may retain one copy of the
Confidential Information of the other Party in its archives solely for the purpose of
establishing the contents thereof and ensuring compliance with its obligations
hereunder; and (d) Customer shall return the Equipment to Orege in accordance with
Article 8.4.3.
8.3.4 Upon Termination By Customer Due to Orege Failure to Achieve
Satisfactory Result at conclusion of the Field Test or Material Default by Orege –
In the event of the termination of the Contract by Customer pursuant to Article 8.3.1
(b), (c) or (d) : (a) all of the licenses and rights granted by Orege to Customer pursuant
to the Contract shall immediately terminate; (b) No further payments shall be due to
Orege from Customer; (c) each Party shall promptly return or destroy all Confidential
Information of the other Party, provided that each Party may retain one copy of the
Confidential Information of the other Party in its archives solely for the purpose of
establishing the contents thereof and ensuring compliance with its obligations
hereunder; and (d) Customer shall return the Equipment to Orege in accordance with
Article 8.4.2.
Article 8.4 Recovery of Equipment–
8.4.1 If Orege is entitled to recover any of the Equipment pursuant to Article 8.3.2,
Customer will return that Equipment in good working order promptly to or as directed
by Orege at Customer’s expense and risk and Orege will be entitled to retain, without
obligation or liability to Customer and without prejudice to it right to damages from
Customer, all amounts Orege has already received from Customer. In addition,
Customer also agrees to reimburse Orege for the costs of its reasonable labor as well as
mobilization and demobilization of the Equipment. Customer hereby authorizes and
empowers Orege to enter any place where any of the Equipment may be found to take
possession and carry away and remove the Equipment with or without legal process and
thereby terminate Customer’s rights to retention and use of the SLG® Solution.
Customer agrees to indemnify and pay to Orege the reasonable costs of repossession,
including, without limitation, attorney’s fees and costs. Customer is required to permit
Orege to pick up Orege Items when Orege determines they are no longer necessary for
Orege’s performance of the SLG® Solution.
8.4.2 If Orege is entitled to recover any of the Equipment pursuant to Article 8.3.4,
Orege will be permitted to pick up and return the Equipment at Orege’s sole expense
and will not refund to Customer any payments made after Acceptance that Orege has
already received from Customer. This is Customer’s sole and exclusive remedy. In
addition, Customer hereby authorizes and empowers Orege to enter any place where
any of the Equipment may be found to take possession and carry away and remove the
Equipment and thereby terminate Customer’s rights to retention and use of the SLG®
Solution.
8.4.3 If Orege is entitled to recover any of the Equipment pursuant to Article 8.3.3 due
to either party terminating this Contract due to Force Majeure, Orege will be permitted
to pick up and return the Equipment (demobilization) at the equally shared expense of
both Parties. Customer also agrees to reimburse Orege for half the costs of mobilization
of the Equipment. Subject to Orege’s receipt of half the mobilization and
demobilizations costs, Orege will refund to Customer all amounts Orege has already
received from Customer as Customer’s sole and exclusive remedy. In addition,
Customer hereby authorizes and empowers Orege to enter any place where any of the
Equipment may be found to take possession and carry away and remove the Equipment
and thereby terminate Customer’s rights to retention and use of the SLG® Solution
Article 9 – Notices
Notifications under this Contract must be in English and delivered by hand, email, registered
letter or envelope delivered by an internationally recognized transporter. Notices will be
effective when received and will be deemed to have been received (i) on the date of receipt
when it is delivered by hand, (ii) on the date of first presentation when it is delivered by
registered letter or transporter, or (iii) on the date of issue when it is sent by email, provided
that it is confirmed by registered letter with confirmation of receipt within the three (3)
following Business Days. The addresses and fax numbers of the Parties for the purposes of
this Contract are:
If to Orege:
Orege North America Inc.
100 Chamisa Road
Covington, GA 30014
Fax: (404) 445-0651
Email: [email protected]
Attention: Eddie Johnson (CEO with Copy to)
GC Consulting Solutions
3333 Allen Parkway
Suite 2601
Houston, TX 77019
Email: [email protected]
Attention: Alvin L. Thomas, Esq.
If to CUSTOMER:
Fax:
Attention:
Article 10 – Force Majeure
No Party will be held responsible for non-performance of its contractual obligations, except for
its obligation to pay money when due, if and to the extent that this non-performance is due to a
case of force majeure. Cases of force majeure are considered to be events that are external,
unforeseeable, unavoidable and which render it impossible to fulfil the contractual obligations
even with reasonable diligence of the Party responsible for performing, and include the
following events:
(i) acts of war, rioting, social demonstrations, insurrection or revolution;
(ii) floods, storms, inclement weather, cyclones;
(iii) extended electrical outage of the public electricity network; or
(iv) strike on a national scale (to the express exclusion of a strike by only the personnel of
Customer).
Upon the occurrence of an event of force majeure, performance of the Contract will be
suspended, but the suspension will concern only the obligations directly affected by this event.
The Party that invokes the case of force majeure must (i) notify the other Party in writing by
registered letter with confirmation of receipt as soon as it becomes aware of the occurrence or
end of such an event, within the five (5) days following the occurrence of said event, by
providing the reasons, foreseeable consequences and likely duration of the consequences of the
event in question, (ii) put forth its best effort, nonetheless, to try to respect its contractual
obligations, (iii) take all measures that could be of a nature to limit, restrict or stop the
consequences of the event of force majeure, (iv) keep the other Party regularly informed about
all actions taken in conformity with items (i), (ii) and (iii), and (iv) immediately inform the
other Party about the end of the force majeure event. In any event, each Party will be required
to take all reasonable measures to lessen the effects and consequences of the suspension of
performance of the Contract and its likely duration of suspension, so as to end this situation as
quickly as reasonably possible and resume regular performance of their respective obligations
as soon as the event of force majeure has ended.
Article 11 – Warranty
Article 11.1 Extent of Warranty
11.1.1 - Equipment that is Purchased as part of the SLG® Solutions are warrantied
against defect in materials or manufacturing during the Warranty Period, which starts
on the Delivery date, or if there is a Field Test, upon Acceptance. Services related to the
Purchase of the SLG® Solution are warrantied to be performed in a professional manner
with due care. Under the Warranty, Orege’s only obligation will be, at Orege’s
discretion, replacement or repair or refund of the price of the Equipment recognized as
defective by Orege. The application of the Warranty must be confirmed in writing by
Orege and shipment to Orege must be approved in writing, in advance, by Orege.
Customer will be responsible for the cost and risk of shipping and will not be entitled to
any damages related to loss of use of the Equipment. The Warranty is not a guarantee
of results, including the volumes that could be treated or the performance of the
treatment with the Equipment. The Warranty will be subject, under penalty of forfeiture,
to Customer informing Orege about the defect in materials or manufacturing or the
services related to the sale of the SLG® Solution within five (5) Business Days following
its discovery by Customer.
11.1.2 - EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN ARTICLE
11.1.1 AS FURTHER LIMITED BY ARTICLE 11.2 AND ARTICLE 11.3 OREGE
MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SLG®
SOLUTIONS OR SERVICES, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE (c) WARRANTY AS TO THE MANNER, QUALITY AND TIMING OF
THE EQUIPMENT, SLG® SOLUTION,SERVICES OR RESULTS, PRODUCTS OR
DATA SUPPLIED BY OREGE; WHETHER ARISING BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
REPRESENTATION OR WARRANTY MADE BY OREGE, OR ANY OTHER
PERSON ON OREGE'S BEHALF, EXCEPT AS OTHERWISE SET FORTH IN THE
CONTRACT.
Article 11.2 Warranty Period - Orege will warrant the Orege manufactured components for a
period of twelve (12) months following the Delivery date, or if there is a Field Test, for a period
of (12) months following the signing of the Acceptance Certificate and will not be extended for
any reason. However, the Warranty Period for goods included in the SLG® Unit(s) which were
not manufactured under Orege’s responsibility will be the duration of warranty provided by the
supplier of said equipment to Orege. The services related to the SLG® Solution are warrantied
for a period of thirty (30) days following the completion of the specific service task.
Article 11.3 Exclusions from the Warranty and from responsibility - Orege will have no
obligation or liability, and there will be no Warranty with respect to any (a) SLG® Solution
which have not been Purchased (for example, there will be no Warranty with respect to an
SLG® Solution that is (a) not timely paid for by Customer, or (b) of the following:
a case of force majeure as defined in Article 10;
any fact, event, act or omission attributable to Customer (including breach of its obligations),
or to its personnel, its subcontractors or suppliers, or to any person intervening on its behalf,
making it substantially impossible for Orege to fulfil its contractual obligations;
any fact, event, act or omission by Orege based upon false or inaccurate information
provided to it by Customer;
any interruption of services for the distribution of water or electricity at the site of Customer,
that is of a nature to render it impossible for Orege to adequately honour its commitments;
lack of contractually required maintenance or repair by Customer for the Equipment;
replacement of components or parts of the Equipment with items not provided or otherwise
specified by Orege;
maintenance of the Equipment by personnel of Customer not having been trained by Orege
or by external service providers not authorized by Orege;
misuse of the Equipment by Customer; use of the Equipment in a manner that does not
comply with the instructions or directions from Orege or that does not correspond to its
intended use;
wear and/or damage of the Equipment linked to problems of abrasion or corrosion, the
appearance of which was not communicated by Customer to Orege within five (5) Business
Days following its discovery by Customer;
use, transfer or installation of the Equipment to a site other than the one agreed by the Parties
and without express prior, written approval from Orege;
failure by Customer to notify Orege about the existence of a situation triggering a warranty
claim within five (5) Business Days following its discovery;
intentional damage to the Equipment;
damage or loss caused by items external to the Equipment, for example, the presence in the
Equipment or inputs of pieces of wood, plastic, metal or generally any foreign bodies;
non-conformity of the sludge or effluents to the Contract;
delay or absence of installation in breach of Customer’s obligations; and
late payment for any reason by Customer to Orege.
Article 11.4 Responsibility - Orege Indemnifying Parties will be liable only for the proven
direct and immediate damage caused by the Orege Indemnifying Party’s negligent or wilful
misconduct in connection with the performance of the Contract and then, only if Orege has
received written notice thereof not later than six (6) months after the date of Customer’s
knowledge of the relevant claim (unless any longer period is prescribed under applicable law
and cannot be contractually limited). In all cases (whether arising under Contract, tort,
negligence, strict liability, through indemnification or otherwise), the Orege Indemnifying
Parties’ total liability (which are governed by Article 11.1), and Customer’s exclusive remedy,
with respect to the SLG® Solution will be limited to the lesser of (i) the direct and immediate
loss or damage caused by the Orege Indemnifying Party’s negligence or wilful misconduct in
connection with the performance of the Contract or (ii) the Contract’s value.
The Orege Indemnifying Parties will not be liable for any indirect or consequential loss or
damage (including, but not limited to, loss of business, profits, goodwill, business opportunities
or similar) incurred by Customer or by any third party.
Article 12 – Confidentiality & Cooperative Purchasing
Article 12.1 Confidentiality - Each of the Parties hereby: (a) declares to the other that it owns
all property rights and data relating to the Confidential Information communicated to, or
observed by, the other Party; (b) agrees that the Confidential Information in any way relating
to the Contract observed by it or communicated by the other Party shall not be used, in all or in
part, for any purpose other than as permitted by the Contract; (c) agrees that termination of the
Contract shall not, under any circumstances, relieve either Party from its confidentiality
obligations regarding the protection, the use, and/or the disclosure of Confidential Information
under this Contract.
Any information, regardless of the form, provided by Orege or any of its Affiliates to Customer,
its Affiliates, its Affiliates, representatives, relating to the Equipment, the Process, the SLG®
Solution or the Contract, or to which the Customer, its Affiliates, its Affiliates, representatives
could have access in connection with its access to the SLG® Solution, is deemed to be Orege
Confidential Information and may only be used by Customer, its Affiliates, representatives or
agents within the framework of the Contract, and communication of this information by
Customer, its Affiliates, its Affiliates, representatives except as required by law including the
California Public Records Act, in any form to a third party is prohibited. Customer, its
Affiliates, representatives recognizes that any disclosure not required by law, even partial, to
third parties of any item of Confidential Information without obtaining express approval in
writing beforehand from Orege, or any use of said information for purposes other than those
specified in the Contract, would seriously harm the interests of Orege. Consequently, Customer,
its Affiliates, representatives guarantee the confidentiality of Confidential Information and
agrees that it will disclose it only to its personnel who need to know it to perform their duties
and as required by law. Customer, its Affiliates and representatives guarantee that their
personnel will respect this Article 12. Customer, its Affiliates and representatives also
undertake to immediately inform Orege of all and any breaches of the obligations under this
Article 12 of which Customer, its Affiliates and representatives become aware, and furnish all
reasonable assistance in minimizing and limiting the effects of such a breach. Orege will
endeavour to include in its Confidential Information, information which Orege believes to be
relevant to the Contract and undertakes to provide such Confidential Information in good faith.
Nevertheless, Orege makes no representations or warranties as to Confidential Information.
Orege shall have no liability resulting from the use of Confidential Information by Customer or
from any other information (oral or written) provided or alleged to have been provided by
Orege.
12.2 Cooperative Purchasing Agreement – Notwithstanding the Confidentiality requirements
of Article 12.1 above, this Contract may be shared with and expanded to include other
governmental agencies provided an appropriate relationship (i.e., a cooperative purchasing
agreement or an inter-local agreement for joint purchasing) exists between the Customer and
other public agencies. Orège may agree to allow other public agencies the same items at the
same terms and conditions as this Contract, during the period of time that this Contract is in
effect. Each political entity will be responsible for the execution of its own requirements with
Orège.
Article 13 Intellectual Property
Article 13.1 - All Know-How, Intellectual Property Rights and Documents that may be
provided by Orege or made available to, or accessed by, Customer remain the entire and
exclusive property of Orege SA. Improvements belong or will belong exclusively to Orege SA.
Customer, its Affiliates and representatives agree that it will not reverse engineer or copy SLG®
Solution, and unless explicitly stated herein, this Contract does not transfer of any Intellectual
Property rights to Customer, its Affiliates or representatives. The Intellectual Property Rights,
Documents and Improvements will remain the exclusive property of Orege, which is solely
responsible for deciding on the appropriateness of the measures of protection to be taken. Orege
will be solely free to protect and exploit the Improvements to the SLG® Solution. As may be
needed, Customer, its Affiliates and representatives renounce any rights over the Intellectual
Property Rights, Documents or Improvements and agrees to transfer to Orege or its Affiliates,
if necessary, any rights that it could come to hold over the Intellectual Property Rights,
Documents and Improvements. Customer, its Affiliates and representatives are prohibited from
reproducing or using the Documents for purposes other than execution of the Contract relating
to the SLG ® Solution, unless it has obtained express approval in writing beforehand from Orege.
Customer, its Affiliates and representatives agree not to reproduce, imitate, manufacture or have
manufactured, disassemble or attempt to disassemble all or a portion (even for its own needs)
of the SLG® Solution.
Article 13.2 - Each Party remains the sole owner of its Prior Knowledge; shall be responsible
to decide whether and what kind of protection measures (patent application, deposit under
sealed cover, etc.) would be appropriate, and to initiate the proper corresponding procedures in
its name and at its own cost. Neither Party shall claim any intellectual property rights or any
right of possession (nor any right of prior possession as defined under French, US or other
applicable Patent Law) based on the communication – when relevant – of Prior Knowledge of
the other Party, including, but not limited to, for the purpose of performing the Contract. Each
Party agrees that it has no right or interest in the other Party’s Prior Knowledge. However, each
Party grants to the other a non-exclusive, fully paid license to use such granting Party’s Prior
Knowledge during the Term solely with respect to the Contract, to the extent that such other
Party requires such granting Party’s Prior Knowledge to perform its obligations under the
Contract.
Article 13.3 - The SLG® Solution is reserved for use at the Plant and may not under any
circumstances be installed at another site, even if used by the Customer, or made available by
the Customer to a third party (including its Affiliates and representatives), without obtaining
Orege’s express, prior written approval and a new site license. Customer, its Affiliates and
representatives recognize having been informed about the necessity of protecting access to the
test units, products and Equipment intended for the SLG® Solution to protect the Intellectual
Property Rights and Improvements. To the extent allowable by law, Customer agrees to only
permit access to its own personnel for needs that are strictly limited to the performance of the
SLG® Solution and to prohibit access to any external person, other than Customer’s consultants
and other government officials. Customer guarantees that its personnel will respect this Article
13.
Article 13.4 - Customer agrees that none of Customer, its Affiliates or its representatives or
agents will develop a prototype similar or identical to the SLG® Solution or the Process, such
Process being protected by patents and patent applications as modified, enhanced and/or
improved by Orege SA or file for any patent application, license or any other Intellectual
Property Right, based on the Process or any Improvements arising from or connected to the
Process, or claim any Intellectual Property Rights over the Process and/or Improvements and/or
SLG® Solution or assist any third party with respect to any of the foregoing. Customer, its
Affiliates and representatives undertake not to challenge the validity or enforceability of the
patents and/or patent applications held or filed by Orege related to the Equipment, the SLG®
Solution, the Process or Improvements in front of any Courts or Patent Offices, nor to impede
or otherwise attempt to prevent Orege from filing any patent application relating to or arising
from the SLG® Solution, the Process or Improvements.
Article 13.5 - No trademark license is intended or created by operation of the Contract. The
Customer, its Affiliates and representatives recognize and acknowledge that Orege is the sole
and exclusive owner of Orege SA’s marks and Orege recognizes and acknowledges Customer
is the sole and exclusive owner of the Customer marks. Neither Party shall acquire or derive
as a result of the execution or performance of the Contract any right, title or interest in any
trademark owned, licensed to or used by the other Party, nor shall either Party adopt any
trademark which is deceptively similar to or likely to cause confusion with any trademarks
owned, licensed or used by the other Party. No use will be made of the other Party’s marks
without the prior permission of the other.
Article 13.6 - If an action or claim is made against Customer, its Affiliates and representatives
that the Process infringes any United States or foreign patent, trade secret, trademark, or
copyright: (a) Customer, its Affiliates and representatives must promptly notify Orege in
writing of such action or claim and give Orege full and complete authority, information, and
assistance to settle or defend such action; and (b) in satisfaction of any and all obligations and
liabilities that Orege might have with respect to infringement claims relating to the Process,
including the SLG® Solution Orege may, at Orege’s option: (i) procure for Customer the right
to continue using the Process; (b) replace or modify the Process so that the Process becomes
non-infringing; and/or (c) terminate the Contract, recover the Equipment and refund to
Customer the price actually paid to Purchase the SLG® Solution less twenty percent (20%) per
year for each full or partial year from the Delivery date to the date of Orege recovers the
Equipment.
Article 13.7 - The Parties will jointly own the Results. However, Customer’s property right is
expressly limited to the Results in conformity with this Contract, and no license or other right,
expressed or implied, is granted to Customer or its Affiliates, with respect to any Intellectual
Property Rights of Orege relating to the Process, Improvements, SLG® Solution or otherwise.
The Parties have the following rights with respect to Results: (a) Orege shall have the right to
use Results for research and development purposes; (b) Customer has the right to use the
Results for its own internal business purposes at a Customer owned and/or operated plant; and
(c) the Parties shall have the right (i) to store, copy and reproduce Results using any medium
and in any form, including software and technical support (current or future) by any means,
with an unrestricted number of copies, for the purpose of using or exploiting the Results.
Provided that the other Party gives its prior approval in writing (which shall not be unreasonably
withheld or delayed), each Party shall be able to communicate and/or publicly present the
Results and/or their related secondary developments to the general public or to experts, by any
means currently recognized, including but not limited to broadcasting and/or communication
through analogical means and/or digital computer networks, or any other open and/or private
media, and domestic and/or international networks.
14 Transfer of Rights & Licenses and Servicing
Article 14.1 - The purchase of the SLG® Solution from Orege only conveys to the Customer
the non-transferable right and Plant specific non-exclusive license for only the Customer to use
the SLG® Solution, as the case may be, in compliance with the applicable intended use and
license in this Contract. Unless otherwise authorized, no right to resell the SLG® Solution, or
any portion of them, or to make any of the SLG® Solution available to a third party, or to copy
or use any of the SLG® Solution at a research facility or for research and development purposes
is conveyed by the Contract. Such resale or use will require a separate license from Orege.
Article 14.2 - Customer agrees that (i) it is Customer’s sole responsibility to ensure that
Customer’s continued operation of the SLG® Solutions conforms to applicable law and
regulations; (ii) once the Purchase has occurred, any obligation or liability that Orege may have
relating to performance of the SLG® Solutions has definitively ended except as otherwise stated
in this Contract; and (iii) it will contact Orege exclusively for service of the Equipment,
excepting any situation in which Orege fails to service the Equipment in a reasonably timely
manner following request by Customer.
Article 14.3 - Customer may not Transfer all or a portion of the SLG® Solutions or its rights
and obligations under the Contract unless the purchaser obtains a license from Orege which
cannot be unreasonably withheld. This licensing post transfer requirement shall survive
termination of this Contract indefinitely. This restriction also applies at the time of a demerger,
absorption, partial contribution of assets or sale of business or assets or change of control of
Customer. If this Transfer prohibition is violated due to the acquirer failing to obtain a license
from Orege, then Orege has the right to unilaterally recover the Equipment. If Orege approves
a Transfer by granting a license, then if applicable, this Contract will remain in full force and
effect.
Article 15 Customer Rules and Site Visits
Article 15.1 Rules - Orege Personnel shall comply with all of Customer’s material published
rules of conduct for the Plant. If any Personnel fails to observe Customer’s rules and that non-
observance is solely Orege’s fault, Customer shall have the right to suspend Orege’s
performance at the Plant until Orege gives reasonable assurance that Customer’s rules will be
observed by all Personnel.
Article 15.2 Site Visits – Customer agrees that Orege is entitled to perform site visits at the
Plant with its invitees (including customers, potential customers or advisors of customers or
potential customers of Orege) for a period of two (2) years after the Effective Date and will
have reasonable access to the Plant for that purpose. Orege will schedule Site Visits during
normal business hours at the Customer’s convenience and provide at least three (3) business
days’ notice in advance and shall conduct the Site Visits without disrupting Plant operations.
Customer shall have the right to reasonably postpone a Site Visit due to unanticipated
circumstances at the Plant or to refuse, for good reason, access to certain Orege proposed
invitees, but Customer agrees to make all reasonable efforts to accommodate all Orege requests
for Site Visits and represents that it has all necessary authorizations to do so.
Article 16 Applicable Law Jurisdiction & Dispute
Article 16.1 Applicable Law - The Parties stipulate that this Contract shall be interpreted under
and governed by California law without resort to conflicts of laws. The Parties agree that the
State and Federal Courts, as appropriate, located in San Mateo County shall have exclusive
jurisdiction over any dispute or disagreement relating to this Contract.
Article 16.2 Jurisdiction/ Dispute - The Parties recognize that disputes may from time to time
arise between the Parties during the term of this Contract. It is the objective of the Parties to
establish procedures to facilitate the resolution of disputes arising under the Contract in an
expedient manner by mutual cooperation and without resort to litigation. To accomplish this
objective, the Parties agree to follow the procedures set forth in this Article 16 to resolve any
dispute arising under the Contract prior to initiating legal action. In the event of such a dispute
between the Parties, each Party shall designate their respective executive officers and attempt
to reach a resolution by good faith negotiations within thirty (30) days after written notice is
received from either of the Parties. In the event the designated executive officers are not able
to resolve such dispute after such thirty (30) day period, then the Parties may elect to participate
in mediation proceedings or undertake further legal actions.
Article 17 – Miscellaneous
Article 17.1 Negotiation - The Parties acknowledge and confirm that all provisions of this
Contract have been negotiated and each Party was able to influence the substance of each
provision. Since the Contract was prepared by both Parties hereto, it shall not be construed
against any one Party as the drafting party. The Parties also confirm that, in their reasonable
opinion, no condition of this Contract damages unreasonably any of the rights and obligations
of the Parties under this Contract, all of which are balanced. The Parties expressly state that
they consider all the terms and conditions of this Contract reasonable and undertake to comply
with them.
Article 17.2 Headings - Section and subsection headings have been inserted for convenience
of reference only and do not form a part of this Contract.
Article 17.3 Expenses - Except as specifically provided in this Contract otherwise, the Parties will
pay all of their respective costs and expenses related to this Contract and the transactions
contemplated hereby.
Article 17.4 Further Assurances - From time to time, at the request of either Party hereto and
without further consideration, the other Party will execute and deliver to such requesting Party
such documents and take such other action (but without incurring any financial obligation) as such
requesting Party may reasonably request in order to consummate more effectively the transactions
contemplated hereby.
Article 17.5 Integration - The Schedules and the documents referred to in this Contract form
an integral part of this Contract. This Contract and all documents referred to herein, constitute
the entire agreement between the Parties with respect to the subject matter of this Contract and
supersede any and all prior agreements, negotiations, correspondence, undertakings,
understandings and communications of the Parties with respect to the subject matter of the
Contract. The Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original. No officer, employee, agent or subcontractor of Orege has
the authority to alter or waive any of these Contract provisions or to make any representation
which conflicts with or purports to override any of these terms; and no such modification,
alteration, waiver or representation will be binding upon Orege, unless it has been approved
and signed by Orege’s Chief Executive Officer. Unless specifically approved in writing and
signed by Orege’s Chief Executive Officer, any terms proposed or submitted by Customer at
any time (including, but not limited to, terms or provisions in Customer’s purchase order,
instructions or other document) which differ from this Contract are rejected as a material
alteration of this Contract and will be of no force or effect.
Article 17.6 Risk of Loss - Customer agrees to take all necessary steps after the Delivery date:
(a) to prevent vandalism to or theft of (i) the Equipment and (ii) Orege Items and (b) to maintain
in place any and all data plates, images or prints indicating that the Equipment are the property
of Orege. Customer will be responsible for the cost of any damage or loss of or to the
Equipment and Orege Items, other than that which results from the actions of Orege or its
employees, agents or subcontractors.
Article 17.7 Insurance - Orege shall not commence work under this Agreement until Orege
has obtained, and agrees to maintain at its expense, all insurance required under this paragraph,
and such insurance has been approved by the City Attorney as to form, amount and carrier, nor
shall Orege allow any contractor or subcontractor to commence work until all similar insurance
required of the contractor or subcontractor has been so obtained and approved, as such approval
not to be unreasonably withheld. All requirements shall appear either in the body of the
insurance policy or in endorsements and shall specifically bind the insurance carrier.
Orege shall take out and maintain during the life of this Agreement the following
policies of insurance:
(a) Worker’s Compensation and Employers’ Liability Insurance in the statutory
coverage. In signing this Agreement, Orege makes the following certification:
“I am aware of the provisions of Section 3700 of the California Labor Code which
requires every employer to be insured against liability for Worker’s Compensation or to
undertake self-insurance in accordance with the provisions of the Code, and I will
comply with such provisions before commencing the performance of the work of this
Agreement.”
(b) Commercial General Liability Insurance: In an amount not less than TWO
MILLION DOLLARS ($2,000,000) for injuries including, but not limited to, death to
any one person and subject to the same limit for each person; in an amount not less than
FIVE MILLION DOLLARS ($5,000,000) combined single limit per occurrence and in
the aggregate per policy period for bodily injury, personal injury and property damage.
(c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION
DOLLARS ($1,000,000) combined single limit per accident and in the aggregate per
policy period for bodily injury and property damage.
(e) It is agreed that the insurance required by Subsection (b) shall be in an aggregate
amount of not less than Five Million Dollars ($5,000,000) and shall be extended to
include as additional insureds the City of South San Francisco, its elective and
appointive boards, officers, agents, employees and volunteers, with respect to services
performed by the Orege pursuant to this Agreement. Evidence of the insurance
described above shall be provided to City upon execution of this Agreement and shall
be subject to approval by the City Attorney as to form, amount and carrier, as such
approval not to be unreasonably withheld. The policy of insurance shall also contain a
provision indicating that such insurance shall not be reduced or canceled except upon
thirty (30) days written notice to City. In addition, the following endorsement shall be
made on the policy of insurance:
“Notwithstanding any other provisions in this policy, the insurance afforded hereunder
to the City of South San Francisco shall be primary as to any other insurance or
reinsurance covering or available to the City of South San Francisco, and such other
insurance or reinsurance shall not be required to contribute to any liability or loss until
and unless the approximate limit of liability afforded hereunder is exhausted.”
Customer agrees to obtain and maintain, at its expense, the insurance necessary to cover the
risks related to its activities including but not limited to fire, theft, and comprehensive general
liability insurance in the amount of the replacement cost of the Equipment and public liability
and property damage insurance covering the Equipment in an amount satisfactory to Orege
from an insurance company reasonably satisfactory to Orege. During the time that Customer
bears the risk of loss, the insurance required to be maintained by Customer must contain a
provision providing that such insurance shall not be cancelled until the insurer has provided not
less than thirty (30) days’ notice to Orege. The insurance policies obtained by Customer and/or
Owner shall name Orege an additional insured or loss payee as may be reasonably required by
Orege.
Article 17.8 Retention of ownership - Orege retains ownership of the Equipment Purchased
as part of the SLG® Solution, until payment in full to Orege of the corresponding Purchase price
by the Customer, in conformity with Article 7.
Article 17.9 No Third-Party Beneficiaries - Unless explicitly agreed in writing by the Parties,
this contractual relationship will be between Customer and Orege. There will be no third-party
beneficiary or collateral warranty relating to any Contract.
Article 17.11 Continuation - The commitments set forth under Articles 12, 13, 14 and 16 of
this Contract survive any termination of the Contract by the Parties and shall continue for a
period of one (1) years following the termination of this Contract.
IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their
duly authorized representatives as of the date first written above.
OREGE NORTH AMERICA INC. CITY OF SOUTH SAN FRANCISCO
BY: BY:
NAME: NAME:
TITLE: TITLE:
LIST OF SCHEDULES
Schedule A: “Satisfactory Results”;
Schedule B: “Project Plan”;
Schedule C: “Acceptance Certificate”;
Schedule D: “Installation Certificate”;
Schedule E: “Responsibility Matrix”;
SCHEDULE A –
SATISFACTORY RESULTS
The primary process objectives are to measure and evaluate the performance (Satisfactory
Results) based on achieving a predetermined; total minimum savings target of one hundred
thousand dollars ($100,000) annually. The following parameters will be evaluated to determine
the total annual cost savings produced by the SLG® Solution:
1. The increase in dewatered cake dryness,
2. The reduction in polymer costs, and
If the Field Test indicates that the improvement of one or a combination of the parameters listed
above achieves the minimum annual savings target of $100,000 then the trial will be deemed a
success, at which point the Customer will evaluate the Field Test Report with the operational
expenses to evaluate if they are acceptable to its Plant and municipal operations and have the
option to buy the SLG® Solution. If Customer determines, at its sole discretion and judgment,
that the Field Test results are not acceptable, including but not limited to significant
administrative cost and expenses to achieve Field Test results, then Satisfactory Results shall
be deemed as not achieved and Customer will not proceed with the Purchase.
SCHEDULE B – PROJECT PLAN
SECTION 1: EQUIPMENT SCOPE OF SUPPLY & DESCRIPTION:
Orege will provide for the implementation Stages and Field Test the following: SLG® skid,
compressor, polymer manifolds, and all required interconnection piping, valves, from the
Customer supplied connection points. A temporary polymer system and other ancillary
equipment may be supplied for the Implementation Stages and Field Test only and will not be
a part of any final SLG® Solution.
Supplied equipment.
o SLG
o Compressor
o Polymer Unit
o Deaerator
o Temp Piping
o Pipe supports.
o Polymer pump
o Polymer Flow Meter
o All wiring to power Orege equipment
o Hoses and piping and ancillary hardware to install sludge line
o Sludge pump (If necessary)
SECTION 2: IMPLEMENTATION STAGES
Figure 1- Implementation Stages
2.1 DELIVERY:
Orege will arrange and pay for all deliveries of equipment provided by Orege as outlined in
Section 2. Deliveries will be made to the plant Monday – Friday between the hours of 8-2
local time. The primary contact for deliveries coordination for Orege will be Jammie Vincent.
The primary contact for deliveries coordination for the Customer will be Nicholas Talbot. The
Customer will unload and store the Equipment outlined in Section 2.2 in a covered area.
2.2 TEMPORARY INSTALLATION:
The SLG® Equipment and temporary Piping will be installed upstream of BFP 2 during the
Implementation Stages and Field Test. The purpose of the temporary installation is to allow for
easy changes in piping configurations between the SLG® Equipment and the BFP during the
Process Adjustment Phase of the Project. Installation will be performed by Orege in accordance
with the P&ID provided by Orege.
Mechanical Piping Connections:
o The Customer will provide the following points of Connection (POC) on their
piping
Feed sludge POC which will include a Tee and valving to allow the SLG® to
receive feed sludge
POC to the BFP for the treated sludge connection.
Tee & valves into the polymer supply before the injection ring on BFP 2
Water source for Orege Polymer make down system (Potable if available)
o Orege will provide all temporary piping (rubber pressure hose w/Camlock, flexible
piping for polymer) from the SLG to the Customer provided POC.
Electrical Connections
o The following are provided by the Customer:
480v 3ph 150A Disconnect
120c 1ph 20A plug for the following
(1) 110 20A (Emulsion Polymer Mixing Unit)
Termination of wiring from disconnect to Orege Supplied Distribution Panel
o The following are provided by Orege
Power Distribution panel
SO Cable from 150A disconnect to Distribution Panel
SO Cabel from the temporary Distribution Panel to each 480v 3ph
connection
480V 30A (Compressor)
480V 10A (SLG)
480V 3ph 30A (Sludge Pump)
2.3 COMMISSIONING:
The SLG®, Ancillary Equipment and temporary Piping will be dry and wet commissioned.
Commissioning will include Electrical Testing, Motor Rotation Testing, E-Stop connection
testing (if required), and confirmation of flow meters (if required). The Customer will need to
provide an electrician or maintenance staff member to assist with connection testing of
electrical connections, rotation testing etc. The Customer will also provide an operator to assist
with BFP start and stop and control of sludge and polymer flow start and stop. Estimated time
for commissioning is typically 2 to 3 Hrs.
2.4 PROCESS ADJUSTMENT:
The Process Adjustment phase of the project is comprised of the following steps and is best
represented by Figure 2.
SLG Operational Parameters:
o During the Process Adjustment phase Orege will determine the optimal SLG
Operations parameters. Those parameters include the following, to modify these
parameters no assistance is required from the Customer.
Reactor Pressure
Air/Sludge Ratio
Polymer
o Polymer Jar Testing
Orege has completed a series of polymer jar tests in our lab and therefore
has recommended some alternative polymers that should be tested on a
full scale.
During the demonstration, Orege may perform additional jar testing to
confirm polymer effectivity with the SLG emulsified sludge.
Orege may perform viscosity testing on the polymer to determine
optimum aging time. No assistance required from the Customer.
o Full Scale Polymer Testing
Orege will test full scale, using Orege’s polymer make down system, any
alternative polymers suggested/recommended so that normal operations
are not interrupted. Therefore, when operating Orege’s polymer system
Orege will not require any assistance from the Customer except for a
reliable potable water source.
During Full Scale polymer testing Orege will work with the SSF
polymer. During this stage we will normally vary polymer
concentrations and post dilution water consumption. If it is preferred for
Orege to maintain the Customer’s polymer system without modification
to any operational settings of the polymer system, then Orege will use
their polymer system to test different polymer concentrations and
variation of post dilution water. The Customer’s staff may need to be
available to assist with necessary adjustments. Typically, in hourly
intervals.
BFP
o Start up and shut down operations will be jointly performed by Orege and the
Customer.
Each Day Orege will provide a run plan detailing the need and timing for the
Customer to change belt speed and/or belt tension.
o In the event of an overflow/spill during Orege operations Orege staff will clean.
Sludge Line SLG – BFP
o If required, the location of the Pressure Regulating Valve and polymer injection
point on the SLG treated sludge line may need to be moved. If this occurs, Orege
staff will perform the required modifications.
Baseline Measurements (Operation without SLG), further described in Section 3
o Orege will perform baseline measurements for confirmation purposes daily. For
each Baseline measurement the BFP must be operated within the Baseline
Operating Parameters provided by SSF.
One baseline measurement in the morning prior to start of the SLG.
One baseline measurement in the evening after normal operations of the
BFP have been restored.
Baseline samples will be processed in an oven overnight.
Figure 2 : Process Adjustment
SECTION 3: FIELD TEST:
The Field-Test stage is designed to demonstrate the achievement of the Satisfactory Results as
defined in Schedule A. The Field Test will be performed for a period of 5 days. All testing,
during the Field Test, will be conducted by Orege, unless specified otherwise by Orege, in
writing.
Sampling and analysis will be done by Orege in the onsite laboratory. The Customer may obtain
split samples from Orege for analysis at their discretion. If Customer does not elect to have split
samples taken and tested, then it agrees to be bound by Orege’s samples and analysis.
Table 1 summarizes the data which will be collected during the Field-Testing period from the
SLG® and BFP. The data collection will occur at each sampling event as outlined in Section 4
of the Contract. Testing and data collection will only occur after stable operation of the SLG®
+ BFP has been achieved, typically one hour after startup of the system.
Table 1: Observation parameters SLG-BFP
Operational Parameter Location Units Frequency Measuring Device
Feed Sludge flow rate SLG®GPM Continuous Magnetic flow meter
Air Flow Rate SLG®SCFM Continuous SLG
® Control Panel
Polymer Flow Rate SLG GPM Continuous IFM Flowmeter (inline)
Air Pressure SLG®PSI Continuous SLG
® Control Panel
Polymer Treatment Rate Polymer
Skid
kg/TDS or
lbs./dry ton 4/Day Calculated
Polymer Concentration Polymer
Skid % 4/Day Calculated
Belt Speed BFP FPS 4/Day BFP Control Panel
Belt Tension BFP PSI 4/Day BFP pressure gauge
Operational Parameter Location Units Frequency Measuring Device
Feed Sludge
Concentration TBD % 4/Day Oven
Dewatered Cake Dry
Solids BFP Outlet % 4/Day Oven
3.1 SATISFACTORY RESULTS:
Defined in Schedule A
SECTION 4: EXISTING CUSTOMER OPERATION
4.1 OPERATING CONDITIONS
“Operating Conditions” are the normal operations of the Upstream unit process prior to the
dewatering process at the plant. This information is used to establish a baseline definition of
Normal Operations and to provide Orege and the Customer with a basis to define if there are
any process variations upstream during the Implementation and Field Test.
Table 2: Operating Conditions
Parameter Average Value Range Unit
Primary /Secondary Blend 70/30 70/30 %
Primary TS 4% 2-6 %
Primary VS 88% 70-99 %
Sec. TWAS Sludge TS 7.5% 4-10 %
Sec. TWAS Sludge VSS 81% 70-90 %
WAS Flow 500 300-650 gpm
WAS Flow Duration TBD TBD Nonstop
RAS Flow 5.4MGD 5-8 MGD
RAS Flow Duration 24/7/365 24/7/365 MGD
Digester SRT 70 50-120 Days
Digester HRT 70 50-120 Days
Blend Tank TS TBD TBD %
Blend Tank VS 84.7 TBD %
Blend tank Sludge Flow to Digesters 46,600 TBD Gpd
Digester 1 TS Out 5 TBD %
Digester 1 VS Out 69 TBD %
Digester 1 VSR 55 TBD %
Digester 3 TS Out 3 TBD %
Digester 3 VS Out 68 TBD %
Digester 3 VSR 57 TBD %
Digester 4 TS Out 2 TBD %
Digester 4 VS Out 70 TBD %
Digester 4 VSR 55 TBD %
Parameter Average Value Range Unit
Digester 5 TS Out 3 TBD %
Digester 5 VS Out 72 TBD %
Digester 5 VSR 47 TBD %
** Normal Operating conditions must be established, agreed upon and maintained
throughout the process adjustment and trial phases of the project before commissioning.
SSF agrees that should something occur at the plant that causes and upset that changes the
Baseline Operating Conditions they will notify Orege promptly. Furthermore, both Parties
agree to maintain a normal ratio of sludge and inert solids blend so that the sludge is
representative throughout the daily operation of the SLG.
4.2 BASELINE OPERATING PARAMETERS (BOP):
The Baseline Operating Parameters are the Customer’s normal operating parameters
(settings) of the dewatering equipment and polymer injection/mixing equipment that are fixed
and the Operating Conditions that have been normally used to produce the Baseline provided
to Orege by the Customer and mutually agreed in accordance with Schedule B and Article 4 of
this Contract and for the purposes of this Contract are fixed.
Table 2 will be completed after historic data analysis provided by SSF. Once it is filled, the
fixed value will be used to operate the existing equipment during each Baseline Verification
and Measurement event.
Table 3: Baseline operating parameters (BOP)
Parameter Average Value Range Unit
Belt Speed 30 27-35 %
Belt Tension 650 600-750 psi
Polymer Flow per 8-10 hr Shift 22 20-30 GPD
Polymer Make down Water Flow 7 6-9 GPM
Polymer Mixing Valve Position Dose At Sludge
Pump
Dose At Sludge
Pump
Dose At Sludge Pump
Polymer Injection Point Sludge Pump Sludge Pump Sludge Pump
Polymer Concentration 42 Active 42 %
4.3 BASELINE
The Baseline is the mutually agreed measured outputs of the dewatering and polymer
make down equipment when operated within the fixed Baseline Operation Parameters (BOP)
and includes but is not limited to the daily, weekly, or yearly average values of the feed sludge
concentration (TS), Polymer Treatment rate (lb./DT), Polymer Concentration, cake dry solids
(DS), and filtrate quality (TSS). The Baseline and its stability will be confirmed by Orege
during execution of this Contract in accordance with Schedule B and Article 4 of this Contract.
Table 4: Baseline
Parameter Average
Value
Range Unit
Dewatered Cake (DS) 18 16-20 %
Filtrate (TS) 0.70 0.4-1.8 %
Feed Sludge (TS) 3.3 2-4 %
Polymer Treatment Rate (lb./DT
Commercial)
16 13-25 lb./DT
Hours of Operation 8 6-10 hours
Sludge Flow 95 90-100 GPM
Volatile Solids 70 %
The historical Baseline data provided by SSF will be verified and measured during the
Temporary Installation and Commissioning phases for verification and daily during the Process
Adjustment and Demonstration Field Test Phases. Each Time Baseline measurements are made
the SLG will be bypassed, and the Baseline operating parameters (Table 2) will be used to
Operate the BFP. The purpose of this confirmation is to make sure that the historical baseline
remains representative during the Process Adjustment and Field Test Phases.
Baseline Verification and Measurement data will be evaluated as follows:
Each daily value will be grouped according to similar operating conditions –
operating BFP, Sludge, flow, Feed sludge TS, and Polymer Treatment Rate.
Mean values and standard deviation will be calculated for the data in each
operational group.
Values for which abnormal operating conditions are identified will not be used;
Orege and Customer will mutually agree on abnormal operating conditions that
impact data,
Mean values calculated from acceptable data will be considered the performance
results obtained by Orege.
SECTION 5: SAMPLING AND ANALYSIS:
The following table provides the sampling media, frequency, sampling methodology, and
testing protocol for the samples collected during the entirety of Process Adjustment and Field
Test Stages:
Table 5: Sampling Realization Process
Media Test
Analysis Units Frequency Sampling
Methodology
Testing
Protocol
Dewatered
Sludge for
baseline from
BFP[s]
Percent Solids
by Weight %
Minimum of 4
events/day
(1 composite
sample taken
from 3
locations on the
belt
Refer to Note
1)
Grab SM2540G
SLG® Percent Solids
by Weight % Minimum of 4
campaigns/day Grab SM2540G
Media Test
Analysis Units Frequency Sampling
Methodology
Testing
Protocol
Dewatered
Sludge from
BFP[s]
(1 composite
sample taken
from 3
locations on the
belt
Refer to Note
1)
Primary Sludge
Total Solids
Total Solids
(TS)
% And
g/L
One @ Each
Sampling
Event
Grab SM2540B
Secondary
Sludge Total
Solids
Total Solids
(TS)
% And
g/L
One @ Each
Sampling
Event
Grab SM2540B
Blended Feed
Sludge Total
Solids
Total Solids
(TS)
% And
g/L
Minimum of
1/day Grab SM2540B
Feed Sludge VSS % As needed Grab SM2540E
SLG® processed
Sludge (before
dewatering)
Jar Testing NA As needed Grab
OREGE
Proprietary
Testing
Procedures
Filtrate TSS mg/L Minimum of
4/day Grab SM2540D
Polymer
Concentration % As needed Measured Measured
Treatment
Rate lb./DT
One @ each
Sampling
Event
Measured &
calculated
Measured &
calculated
Other Chemical
Usage
Concentration % As Needed Measured Measured
Treatment
Rage lb./DT As Needed Measured &
calculated
Measured &
calculated
Note:
1. The dewatered sludge will be sampled on 3 points at the BFP outlet: 1 right side sample, 1
middle sample and 1 left side sample and combined to form one composite sample per
sampling event. Therefore, 3 samples are taken at a minimum of 4 times per day (8 hours).
2. Jar testing of sludge and polymer will be conducted as needed throughout the Process
adjustment and Field Test phases.
3. Adapted testing protocols may be defined between Customer and Orege and added to the
Project Plan should Customer/Orege methods differ significantly from listed testing
methods.
SECTION 6: DATA EVALUATION
Data collected the Process Adjustment Phase listed in Table 1 & Table 5 will be compiled in
an Excel spreadsheet for evaluation and comparison. The performance data will be evaluated
and compared against Customer’s Baseline reference data as described below for the purpose
of determining the best operational settings and process improvements to be utilized during the
Demonstration Field Test.
6.1 Evaluation of SLG® performance data during the Process Adjustment:
SLG® performance data collected during the performance of this Demonstration will be
evaluated as follows.
Performance data will be collected at frequencies indicated in Table 1 and 5.
The data will be grouped according to the operating BFP.
Average values will be calculated for the cake Dry Solids (DS) and polymer
treatment rate (lbs./DT).
Operational data evaluation
The SLG® operational data collected will be evaluated against the Customer Baseline data,
including sludge dry solids, polymer treatment rate and filtrate quality to determine the
optimum overall SLG® Solution operating parameters that achieve the best overall
performance. This will allow selection of process operating parameters for the permanent SLG®
installation at the WWTP.
SECTION 7: DATA EVALUATION DURING FIELD TEST
Performance data collected during the Field Test listed in Table 1 & Table 5 will be compiled
in an Excel spreadsheet for evaluation and comparison. The performance data will be evaluated
and compared against Customer’s Baseline reference data as described below.
7.1 Evaluation of SLG® performance data during the Field Test:
SLG® performance data collected during the Field Test will be evaluated as follows.
Performance data will be collected at frequencies indicated in Table 1 and 5.
The data will be grouped according to the operating BFP.
Mean values and standard deviation will be calculated for the cake Dry Solids
(DS) and polymer treatment rate (lbs./DT).
Mean values calculated from acceptable data will be considered the performance
results.
SCHEDULE C – ACCEPTANCE CERTIFICATE
Certificate of Acceptance
To be completed after achieving Satisfactory Results and Final Installation
Reference is made to the Trial and Purchase Contract, dated as of ________ __ 2023 (the
“Contract”) between Orege North America Inc. (“Orege”) and ________________
(“CUSTOMER”). All definitions used in the Contract shall also apply herein.
The Parties hereby certify that the Performance Test has been completed and that Satisfactory
Results have been achieved, or waived by CUSTOMER, that the SLG® Solution is in all
respects satisfactory to the undersigned and comply with all terms of the Contract.
This certificate supplements, but does not alter, construe or amend the terms of the Contract
between the Parties.
Acceptance location:
Acceptance date:
CUSTOMER:
_________________________
(Date and duly authorized signature of CUSTOMER)
Name:
Title:
Date:
OREGE:
________________________
(Date and duly authorized signature of OREGE representative)
Name:
Title:
Date:
SCHEDULE D- INSTALLATION CERTIFICATE
Certificate of Installation
To be completed after Final Installation
Reference is made to the Trial and Purchase Contract, dated as of ________ __ 2023 (the
“Contract”) between Orege North America Inc. (“Orege”) and ________ __ (“CUSTOMER”).
All definitions used in the Contract shall also apply herein.
The Parties hereby certify that the Equipment has been fully and satisfactorily installed at the
Plant, in conformity with any and all instructions given by Orege that the Equipment has been
calibrated, and wet and dry tested.
This certificate supplements, but does not alter, construe or amend the terms of the Contract
between the Parties.
Installation location:
Installation date:
CUSTOMER:
_________________________
(Date and duly authorized signature of CUSTOMER)
Name:
Title:
Date:
OREGE:
________________________
(Date and duly authorized signature of OREGE representative)
Name:
Title:
Date:
SCHEDULE E – MATRIX OF RESPONSIBILITIES
Area Description Responsible for
Design
Responsible for
Material
Supply
Responsible
for
Installation
Labor
Mechanical Equipment
Mechanical design OREGE N/A N/A
Tee and isolation valve @ Sludge Feed POC OREGE SSF SSF
Piping and valve from Sludge feed POC to SLG
OREGE OREGE OREGE
Piping from SLG to deaerator OREGE OREGE OREGE
Air piping between compressor skid and SLGTM
skid
OREGE OREGE OREGE
Ancillaries (valves, Tees …) OREGE OREGE OREGE
Provide temporary Polymer make down system OREGE OREGE OREGE
Electrical, Instrumentation, Control and Automation
(EICA) Equipment Control and Automation (EICA)
Equipment
Electrical & Control Drawings for Orege
Supplied equipment.
OREGE OREGE
Design and/or connection between Orege
supplied equipment and Plant SCADA
SLG Power Supply Disconnect located within
close proximity of SLG location.
480v, 3Ø, 10A
SSF SSF SSF
SLG Power from 10A disconnect to SLG OREGE OREGE OREGE
Compressor power Supply & Disconnect located
within close proximity of Compressor location:
Supply power cable & disconnect for 480V, 3Ø,
30A feed
SSF SSF SSF
Compressor Power from 40A disconnect to
compressor
OREGE OREGE OREGE
Sludge Pump power 480V, 3Ø, 30A SSF SSF SSF
Pull power wires for Orege equipment to
OREGE Supplied Power Distribution Panel
Both Orege Orege
Terminate wires in SSF power source SSF SSF SSF
Terminate power wires in Orege equipment OREGE OREGE OREGE
Temporary and Final Installation
Mechanical equipment installation (excluding
items otherwise mentioned)
Both Both Both
Supply and installation of ductile iron pipe,
valves and fittings for sludge feed to SLGTM, tie-
in to SSF provided Point of Connection
OREGE OREGE OREGE
Area Description Responsible for
Design
Responsible for
Material
Supply
Responsible
for
Installation
Labor
Supply and installation of flexible hose and
fittings, polymer injection rings, and mixing
valves,
OREGE OREGE OREGE
EICA equipment installation (excluding items
otherwise mentioned)
SSF SSF SSF
Installation of electrical cables
3rd Party Design and Engineering for the final
installation
OREGE
3rd Party Final Installation for Mechanical Piping
and Electrical
OREGE OREGE OREGE
Orege supplied Equipment grounding OREGE OREGE OREGE
Offloading, lifting, and handling equipment and
materials
Both Both
Technical staff support BOTH BOTH
Utilities
Identification of required Utilities POC for
SLGTM equipment
OREGE OREGE OREGE
Service water supply for Field Test/Proving
Period For Polymer
SSF SSF SSF
Electrical power supply for Field Test/Proving
Period
SSF SSF SSF
Pneumatic air supply for Field Test/Proving
Period
OREGE OREGE OREGE
Polymer selection BOTH BOTH BOTH
Polymer supply for Field Test/Proving Period SSF SSF SSF
Commissioning & Proving period
Dry commissioning OREGE OREGE OREGE
Wet commissioning OREGE OREGE OREGE
Process Adjustment OREGE BOTH
Process trials/Proving Period OREGE OREGE
Laboratory Sludge analyses BOTH BOTH BOTH
Orege operations personnel for Process
trials/Proving Period
OREGE
Access to site laboratory for Orege technician SSF SSF
Health and Safety
Site HSE requirements and constraints BOTH BOTH
Daily safety meetings as Required
Changing room, toilet, showers access for
OREGE personnel
SSF
Office space with internet connection SSF
Available space for equipment storage SSF
Area Description Responsible for
Design
Responsible for
Material
Supply
Responsible
for
Installation
Labor
Final Installation
Final installation complete OregeOrege Orege
5436272.1
• Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 •
September 29, 2023
The City of South San Francisco-San Bruno Water Quality Control Plant
c/o Brian Schumacker, Plant Superintendent
195 Belle Aire Road
South San Francisco, CA 94080
Re: Orege North America SLG® Sole Source
Dear Mr. Schumacker,
This letter is to confirm that the SLG® is the sole source product, manufactured, sold, and
distributed exclusively by Orege SA. No other company makes a similar or competing product.
Orege North America is the only provider of SLG® in North America.
Orege North America, Inc is a wholly owned subsidiary of Orege SA, a French company, that
specializes in the development of innovative and patented sludge conditioning equipment known
as the SLG®.
Should you have any additional questions please do not hesitate to contact me.
Sincerely,
Eddie Johnson
Chief Operating Officer
Orege North America, Inc.
• Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 •
September 29, 2023
The City of South San Francisco-San Bruno Water Quality Control Plant
c/o Brian Schumacker, Plant Superintendent
195 Belle Aire Road
South San Francisco, CA 94080
Re: Orege North America SLG® Sole Source Unique Product and Patents
Dear Mr. Schumacker,
Orege North America, Inc is a wholly owned subsidiary of Orege SA, a French company, that
specializes in the development of innovative and patented sludge conditioning equipment known
as the SLG®. Orege North America is the only provider of SLG® in North America. As stated
above the SLG® system is a patented technology that has no known competition in the
municipal marketplace to enhance the dewaterability and physically alter the rheological
properties of municipal sludge. The SLG® is unique because it transforms the sludge by using a
combination of velocity, compressed air, patented and proprietary process piping, and pressure to
alter the rheological properties of the sludge so that the existing dewatering system can be further
optimized to achieve the cake dryness improvement required. The improved cake dryness
equates to a reduction in the total wet tons of sludge disposed of and therefore a substantial
annual reduction in the cost of sludge disposal for our clients.
Please refer to Schedule One (attached) for a list of patents covering the SLG® equipment and
process.
Should you have any additional questions please do not hesitate to contact me.
Sincerely,
Eddie Johnson
CEO
Orege North America, Inc.
• Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 •
SCHEDULE 1: LIST OF PATENT APPLICATIONS RELATING TO PHYSICO-
CHEMICAL SLUDGE PRETREATMENT
1/ PATENT: "SLG": METHOD FOR SEPARATING LIQUID FROM SUSPENDED
MATERIEL IN A SLUDGE AND DEVICE FOR SAME
GRANTED (FILING DATE / FILING REFERENCE NUMBER)
ARGENTINA (28/10/2011 / -), TURKEY (28/10/2011 / 13/5045).
PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER)
FRANCE (04/05/2012 / 41033), PCT (03/05/2012 / 41032), EURO/PCT (04/09/2013 /
41521), GERMANY (04/09/2013 / 41521), SPAIN (04/09/2013 / 41521), FRANCE
(04/09/2013 / 41521), GREAT BRITAIN (04/09/2013 / 41521), GRECE (04/09/2013 /
41521), ITALY (04/09/2013 / 41521), ALBANIA (04/09/2013 / 41521), AUSTRIA
(04/09/2013 / 41521), BULGARIA (04/09/2013 / 41521), CROATIE (04/09/2013 / 41521),
CHYPRE (04/09/2013 / 41521), BELGIUM (04/09/2013 / 41521), DENMARK (04/09/2013
/ 41521), ESTONIA (04/09/2013 / 41521), FINLAND (04/09/2013 / 41521), HUNGARY
(04/09/2013 / 41521), IRELAND (04/09/2013 / 41521), SWEEDEN (04/09/2013 / 41521),
ICELAND (04/09/2013 / 41521), LATVIA (04/09/2013 / 41521), LUXEMBURG
(04/09/2013 / 41521), LITHUANIA (04/09/2013 / 41521), REPUBLIC OF MACEDONIA
(04/09/2013 / 41521), NORWAY (04/09/2013 / 41521), MALTA (04/09/2013 / 41521),
MONACO (04/09/2013 / 41521), NETHERLANDS (04/09/2013 / 41521), POLAND
(04/09/2013 / 41521), PORTUGAL (04/09/2013 / 41521), CZECH REPUBLIC (04/09/2013
/ 41521), ROMANIA (04/09/2013 / 41521), SERBIA (04/09/2013 / 41521), SLOVAKIA
(04/09/2013 / 41521), TURKEY (04/09/2013 / 41521), SLOVENIA (04/09/2013 / 41521),
SWITZERLAND (04/09/2013 / 41521), EURO/DIVISION (11/02/2015 / 42046), SOUTH
AFRICA (22/10/2013 / 41569), CANADA (23/09/2015 / 42270), CHINA (18/09/2013 /
41535), CHILE (04/11/2013 / 41582), INDIA (21/11/2014 / 41964), USA (05/09/2013 /
41522), INDONESIA (20/02/2011 / 40594), JAPAN (07/11/2013 / 41585), NEW
ZEALAND (26/03/2014 / 41724), MEXICO (12/09/2013 / 41529), HONG-KONG
(13/06/2014 / 41803).
FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE
NUMBER)
AUSTRALIA (28/10/2011 / 2011322381), BAHREIN (28/10/2011 / BP46/2013), BRAZIL
(28/10/2011 / BR112013010304-3), SOUTH KOREA (28/10/2011 / 10-2013-7012177),
EURASIA (28/10/2011 / 201300407), UNITED ARAB EMIRATES (28/10/2011 /
474/2013), ISRAEL (28/10/2011 / 225998), MALAYSIA (28/10/2011 / PI2013001538),
AFRICAN ORGANIZATION (28/10/2011 / 1201300175), QATAR (28/10/2011 /
QA/201304/00069), SINGAPORE (28/10/2011 / 201303397-2), THAILAND (28/10/2011 /
1301002257), VIETNAM (28/10/2011 / 1-2013-01362).
2/ PATENT: "SLG bis": WATER CLARIFICATION METHOD AND DEVICE
GRANTED (FILING DATE / FILING REFERENCE NUMBER)
• Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 •
ARGENTINA (28/10/2011 / -), SINGAPORE (28/10/2011 / 201303354-3).
PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER)
FRANCE (04/05/2012 / 41033), PCT (03/05/2012 / 41032), EURO/PCT (04/09/2013 /
41521), GERMANY (04/09/2013 / 41521), SPAIN (04/09/2013 / 41521), FRANCE
(04/09/2013 / 41521), GREAT BRITAIN (04/09/2013 / 41521), GRECE (04/09/2013 /
41521), ITALY (04/09/2013 / 41521), ALBANIA (04/09/2013 / 41521), AUSTRIA
(04/09/2013 / 41521), BULGARIA (04/09/2013 / 41521), CROATIE (04/09/2013 / 41521),
CHYPRE (04/09/2013 / 41521), BELGIUM (04/09/2013 / 41521), DENMARK (04/09/2013
/ 41521), ESTONIA (04/09/2013 / 41521), FINLAND (04/09/2013 / 41521), HUNGARY
(04/09/2013 / 41521), IRELAND (04/09/2013 / 41521), SWEEDEN (04/09/2013 / 41521),
ICELAND (04/09/2013 / 41521), LATVIA (04/09/2013 / 41521), LUXEMBURG
(04/09/2013 / 41521), LITHUANIA (04/09/2013 / 41521), REPUBLIC OF MACEDONIA
(04/09/2013 / 41521), NORWAY (04/09/2013 / 41521), MALTA (04/09/2013 / 41521),
MONACO (04/09/2013 / 41521), NETHERLANDS (04/09/2013 / 41521), POLAND
(04/09/2013 / 41521), PORTUGAL (04/09/2013 / 41521), CZECH REPUBLIC (04/09/2013
/ 41521), ROMANIA (04/09/2013 / 41521), SERBIA (04/09/2013 / 41521), SLOVAKIA
(04/09/2013 / 41521), TURKEY (04/09/2013 / 41521), SLOVENIA (04/09/2013 / 41521),
SWITZERLAND (04/09/2013 / 41521), EURO/DIVISION (21/01/2015 / 42025), SOUTH
AFRICA (31/10/2013 / 41578), CHINA (25/09/2013 / 41542), CHILE (27/09/2013 / 41544),
INDIA (21/11/2014 / 41964), USA (29/08/2013 / 41515), JAPAN (07/11/2013 / 41585),
NEW ZEALAND (26/03/2014 / 41724), MEXICO (12/09/2013 / 41529), HONG KONG
(13/06/2014 / 41803).
FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE
NUMBER)
AUSTRALIA (28/10/2011 / 2011322382), BAHREIN (28/10/2011 / BP47/2013), BRAZIL
(28/10/2011 / BR112013009994-1), CANADA (28/10/2011 / 2815958), SOUTH KOREA
(28/10/2011 / 10-2013-7012175), EURASIA (28/10/2011 / 201300406), UNITED ARAB
EMIRATES (28/10/2011 / 476/2013), INDONESIA (28/10/2011 / W-00201301770),
ISRAEL (28/10/2011 / 225999), MALAYSIA (28/10/2011 / PI2013001537), AFRICAN
ORGANIZATION (28/10/2011 / 1201300174), QATAR (28/10/2011 / QA/201304/00070),
THAILAND (28/10/2011 / 1301002258), TURKEY (28/10/2011 / 13/5044), VIETNAM
(28/10/2011 / 1-2013-01363).
3/ PATENT: "SLG HC": METHOD FOR RECOVERING HYDROCARBONS FROM
A SLUDGE AND DEVICE FOR SAME
GRANTED (FILING DATE / FILING REFERENCE NUMBER)
PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER)
FRANCE (08/11/2013 / 41586), PCT (07/11/2013 / 41585).
FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE
NUMBER)
4/ PATENT: "SLG PRESSURE": ROCESS AND DEVICE FOR TREATING LIQUID
SLUDGES, AND SLUDGE CAKES OBTAINED WITH SUCH A PROCESS
• Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 •
GRANTED (FILING DATE / FILING REFERENCE NUMBER)
LEBANON (26/11/2014 / 4223).
PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER)
FRANCE (29/05/2015 / 42153), PCT (04/06/2015 / 42159).
FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE
NUMBER)
ARGENTINA (26/11/2014 / P140104421), KUWEIT (27/11/2014 / PA162/2014),
VENEZUELA (27/11/2014 / 2014-001392), PAKISTAN (22/05/2015 / 295/2015).
5/ PATENT: "SLG POROUS": METHOD FOR DEODERIZING SLUDGE AND
DEVICE FOR IMPLEMENTING SUCH A METHOD
GRANTED (FILING DATE / FILING REFERENCE NUMBER)
LEBANON (26/11/2014 / 4222).
PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER)
FRANCE (29/05/2015 / 42153), PCT (04/06/2015 / 42159).
FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE
NUMBER)
ARGENTINA (26/11/2014 / P140104422), KUWEIT (27/11/2014 / PA163/2014),
VENEZUELA (27/11/2014 / 2014-001388), PAKISTAN (22/05/2015 / 293/2015).
6/ PATENT: "SLG SPEED": PROCESS AND DEVICE FOR TREATING LIQUID
SLUDGES AND SLUDGE CAKES OBTAINED WITH SUCH A PROCESS
GRANTED (FILING DATE / FILING REFERENCE NUMBER)
LEBANON (26/11/2014 / 4225).
PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER)
FRANCE (29/05/2015 / 42153), FRANCE (29/05/2015 / 42153), PCT (04/06/2015 / 42159).
FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE
NUMBER)
ARGENTINA (26/11/2014 / P140104424), KUWEIT (27/11/2014 / PA164/2014),
VENEZUELA (27/11/2014 / 2014-001390), PAKISTAN (22/05/2015 / 294/2015).
7/ PATENT APPLICATION: "IMPROVED PURIFICATION": PROCESS FOR
RECIRCULATING PURIFIED WATER UPSTREAM OF AN AEROBIC
BIOLOGICAL TREATMENT BASIN, AFTER SEPARATION OF THE WATER
FROM THE BIOLOGICAL SLUDGE THAT HAS BEEN PRODUCED BY THIS
BASIN AND THEN DECANTED. THIS SEPARATION OCCURS AFTER
FLOCCULATION OF AN AIR/SLUDGE EMULSION PRODUCED BY A
CONTINUOUS PROCESS ENABLING THE INTERACTION OF SLUDGE AND AIR
IN AN ENCLOSED SPACE ALTERNATING AT LEAST ONE SEQUENCE OF
COMPRESSION/DEPRESSION. THE WATER HAS THE BENEFICIAL
CHARACTERISTICS OF A SUSPENDED MATTER CONTENT LESS THAN 100
MG/L AND A REDOX POTENTIAL GREATER THAN 100 MV.