GENERAL SERVICE AGREEMENT
BETWEEN
THE CITY OF OXNARD AND SYNAGRO- WWT, INC.
By This General Services Agreement (“Agreement”), the CITY of Oxnard (“City”) agrees to engage the services of Synagro- WWT, Inc. (“Service Provider”), and Service Provider agrees to perform the services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Service Provider may be individually referred to as “Party” or collectively as the “Parties.”
1. [INTENTIONALLY OMITTED]
2. SUMMARY DESCRIPTION OF SERVICES.
This project involves the complete cleaning and preparation of Digesters No. 1 and 3, including the removal, dewatering, transport, and disposal of accumulated grit, screenings, sludge, and floatable materials. The scope also includes nitrogen gas purging prior to returning each digester to service.
Service Provider shall furnish all labor, equipment, materials, and incidentals necessary to complete the work in accordance with safety, environmental, and regulatory standards. The project
requires strict adherence to confined space protocols, combustible gas monitoring, and coordination with plant operations to ensure the facility remains in service throughout the duration of the work.
All work must be completed within the specified timeframe outlined in the Contract Documents.
The Services to be performed pursuant to this agreement are described in the Scope of Services, attached hereto as Exhibit A. Service Provider may not be the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this agreement.
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3. PARTIES.
City of Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 Synagro- WWT, Inc., a corporation of the State of Maryland, located at: 435 Williams Court, Suite 100, Baltimore, MD. 21220
4. TERM OF AGREEMENT: From: November 4, 2025 To: November 3, 2026 A. Time is of the essence in this Agreement.
B. This Agreement does not have any options to extend.
C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may exercise the option terms upon sixty (60) days written notice to the Consultant (or any other time if the parties so agree) in accordance with Section 12 of this Agreement. The option term shall be commenced by an amendment to this agreement.
D. All services required of Service Provider under this Agreement shall be completed on or before the end of the term of the Agreement.
5. AGREEMENT AMOUNT NOT TO EXCEED: $ 1,185,910.001
6. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.
Exhibit A: Scope of Services and Task Order Template
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-I Exhibit D: [RESERVED]
Exhibit E: Living Wage Policy
Exhibit F: Prevailing Wage Policy
Exhibit G: Iran Contracting Certification
1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the “Not to Exceed” Amount of the Contract or the agreed upon amount stated in the Task Order. 300
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7. DESIGNATED REPRESENTATIVES. The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, Service Provider’s services shall be performed or immediately supervised by the Service Provider’s Representative:
City Designated Representative
Name: Sian Bashkiroff
Title: Associate Engineer
Phone: (805) 271-2204, (805) 833-9736
Email: [email protected]
Address: 6001 Perkins Rd., Oxnard,
CA. 93033
Service Provider Designated
Representative
Name: John Pugliaresi
Title: Sr. Area Sales Manager
Phone: (650) 219-6380
Email: [email protected]
Address: 435 Williams Court, Suite 100,
Baltimore, MD. 21220
8. CONTRACTUAL PREREQUISITES. This Agreement must first be executed by the Service Provider, after which the Agreement shall be approved as to form by the City Attorney, then executed by the Mayor, or an authorized person on behalf of the City, and if executed by the Mayor shall also be executed by the City Clerk.
A. Service Provider is advised that any recommendation for Agreement award is not binding on the City until the Agreement is fully executed and approved by the City.
B. All proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.
C. Service Provider shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 26 of this Agreement.
9. SERVICE PROVIDER’S SERVICES.
A. Service Provider shall perform only the type or category of services as set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 13 of this Agreement.
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B. The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A and are subject to the direction of the City Manager or Department Director. Service Provider hereby designates its Project Manager, as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement.
10. COMPENSATION. City shall pay Service Provider for the services performed pursuant to the terms of this Agreement and based on the hourly rates and fees set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” Under no circumstances shall the Service Provider perform work in excess of the amount stated in the not to exceed amount listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.
A. Annual Rate and Fees adjustments must be requested in writing and accompanied by information to substantiate the request for price adjustments. Adjustments are subject to approval by the City. Any allowable request for adjustment must be delivered to the City at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactively. The City must also be given the benefit of any decline in prices.
11. PAYMENT & INVOICES. City shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the City disputes one or more items in an invoice, the City shall, within thirty (30) days after receipt of such invoice, notify the Service Provider of the item(s) being disputed and the reason(s) therefore. The City may withhold payment for such disputed items until resolution of the dispute.
A. Payment Request. Service Provider shall submit a payment request to City by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to: [email protected]
B. Non-Appropriation of Funds. Payments to be made to Service Provider by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not 302
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appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.
C. Service Provider’s acceptance of final payment made pursuant to this Agreement shall constitute a release of City from all claims and liabilities for compensation to Service Provider for anything completed, finished or relating to the Services. City’s payment shall not constitute nor be deemed a release of the responsibility and liability of Service Provider for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services performed by Service Provider and its employees, agents and Subcontracted Service Providers.
D. Service Provider shall provide City with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Service Provider or materials or products provided to City by Service Provider, Service Provider shall pay the sales tax. City shall not reimburse Service Provider for sales taxes paid by Service Provider
12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of this Agreement.
The initial term, plus any option to extend shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 4(B), then this Agreement shall not be extended.
13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment. The City may request that the Service Provider perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.
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14. TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. City shall be liable to Service Provider only for work done by Service Provider up to and including the date of termination of this Agreement unless the termination is for cause, in which event Service Provider need be compensated only to the extent required by law. Service Provider may terminate this Agreement at any time during the term of the Agreement by giving the City sixty (60) calendar days’ written notice.
15. [RESERVED]
16. INDEPENDENT CONTRACTOR. Service Provider is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Service Provider or any of its employees, except as stated in this Agreement. Service Provider has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Service Provider. This Agreement shall not be interpreted to prevent or preclude Service Provider from rendering any services for Service Provider’s own account or to any other person or entity as Service Provider in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the Service Provider shall perform for the City. The City retains the right to provide general instructions to and observe the Service Provider in the performance of all services done on behalf of the City.
Service Provider and its employees, subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Service Provider and its employees are not employees of City. Service Provider and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits. Service Provider shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.
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17. LAWFUL PERFORMANCE. Service Provider shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. Service Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
18. SAFETY REQUIREMENTS. Service Provider shall not perform any services for the City when the Service Provider is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the City’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The City reserves the right to issue restraining or cease and desist orders to Service Provider when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of Service Provider 's work by City shall not operate as a release of the Service Provider from such standard of care and workmanship.
19. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE. City shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by Service Provider in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by City.
A. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the Service Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
B. Records and Inspections. The Service Provider shall maintain full and accurate records, with respect to all services and matters covered under this Agreement. The City shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.
C. Deliverables. Service Provider shall deliver to the City the studies, plans, specifications, or other documents as are identified in the Scope of 305
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Services or Task Order; and Service Provider shall, upon completion of all work, submit to the City all information developed in the course of the Service Provider 's services. Service Provider shall, in such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. Service Provider shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Service Provider by the City.
D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. Service Provider may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for Service Provider to perform its obligations pursuant to this Agreement. If Service Provider is granted such access to confidential information, Service Provider shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.
E. Disclosure of Information. Service Provider shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Service Provider by the City or other information to which the Service Provider has had access during the term of this Agreement without the prior written approval of the City’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.
F. No Warranty. Other than an obligation upon the City to deal in good faith, the City makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Service Provider in reliance on any Confidential Information disclosed under this Agreement.
20. ASSIGNMENT. This Agreement is for the non-professional services of Service Provider. Any attempt by Service Provider to assign the benefits or burdens of this Agreement without the prior written approval of City shall be prohibited and shall be null and void. Service Provider's services pursuant to this Agreement shall be provided by the Service Provider’s Designated Representative or directly under his/her supervision, and Service Provider shall not assign another to supervise the 306
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Service Provider's performance of this Agreement without the prior written approval of City, by and through the City’s Designated Representative.
21. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.
22. NOTICES. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
23. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Service Provider shall be construed to be both a covenant and a condition.
24. WAIVER. City’s review or acceptance of, or payment for, work product prepared by Service Provider under this Agreement will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Service Provider’s performance. A waiver by City of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.
25. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.
A. As a separate and independent covenant from Service Provider’s obligations under this section, Service Provider shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless City, 307
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its legislative and advisory bodies, and the City’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from Service Provider’s negligence or willful misconduct in the performance of the services described in this Agreement or failure to comply with any of its obligations contained in this Agreement, Service Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Service Provider’s obligation to indemnify and defend applies unless it is proven such liabilities covered by this Section are the result of negligence or willful misconduct of any of the Indemnitees.
B. The duty to defend is a separate and distinct obligation from Service Provider’s duty to indemnify. Service Provider shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, immediately upon tender to Service Provider of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation negligence or willful misconduct by any of the Indemnitees shall not relieve Service Provider from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if Service Provider asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the negligence or willful misconduct of any of the Indemnitees, Service Provider may submit a claim to City for reimbursement of reasonable attorneys’ fees and defense costs.
C. The review, acceptance or approval of Service Provider’s work or work product by any of the Indemnitees shall not affect, relieve or reduce Service Provider’s indemnification or defense obligations. Service Provider waives any right of contribution against City or any of City’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by Service Provider pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 26. The Service Provider’s obligations under this Section of the Agreement shall survive the termination of the Agreement. 308
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D. Service Provider agrees to pay all required taxes on amounts paid to Service Provider under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Service Provider shall be solely responsible for, and shall save City harmless from, all matters relating to the payment of Service Provider’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer-employee relations, as applicable.
City shall have the right to offset against the amount of any compensation due to Service Provider under this Agreement any amount due to City from Service Provider as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section.
26. INSURANCE. Service Provider shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that Service Provider obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. Service Provider shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Service Provider is a material element of this Agreement. Service Provider’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.
27. LIVING WAGE REQUIREMENTS. During the term of this Agreement, Service Provider understands and agrees that if Living Wages are applicable subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit E” to this Agreement. Service Provider will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the services provided for by this Agreement. The duty to pay the correct wage is the responsibility of the Service Provider.
28. PREVAILING WAGE REQUIREMENTS. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works 309
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project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit “F” attached to this Agreement.
A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to: https://www.dir.ca.gov/Public-
Works/PublicWorksSB854FAQ.html
B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.
C. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the Service Provider.
29. CONFLICT OF INTEREST. Service Provider covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Service Provider’s services under this Agreement. Service Provider further covenants that in the performance of services under this Agreement, no officer, employee or agent of Service Provider having such interest shall be employed by it. In the event the City determines that Service Provider must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Service Provider shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Service Provider may result in termination of this Agreement by the City.
30. IRAN CONTRACTING ACT. In accordance with the Iran Contract Act of 2010 (Public Contract Code sections 2200-2208) the City requires that any Consultant that submits a proposal or otherwise proposes to enter into or renew a contract with the City with respect to goods or Services of one million dollars ($1,000,000) or more, must certify, that the Consultant is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Public Contract Code Section 2202.5, or as a person described in subdivision (b) of Public Contract Code Section 2202.5, as applicable.
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A Consultant is ineligible to enter into any contract with the City for goods or Services of one million dollars ($1,000,000) or more if the Consultant engages in investment activities in Iran. Consultant must certify that it is not on the list of ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit G.
31. SUBCONTRACTING. If Service Provider requires the assistance of a subcontractor to render any services under this agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work or Task Order attached to this Agreement as Exhibit A. Service Provider is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Service Provider shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractor’s performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.
32. DISPUTES. Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the City’s Designated Representative, who shall reduce this decision to writing and mail a copy to the Service Provider. The decision of the City’s Designated Representative shall be final and conclusive unless Service Provider requests mediation within ten (10) calendar days. Pending final decision of a dispute, the Service Provider shall proceed diligently with the performance of the Agreement and in accordance with the decision of the City’s Designated Representative.
33. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty-five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by 311
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the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.
34. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials: used by Service Provider in preparing its billings to CITY as a condition precedent to any payment to Service Provider; or for other purposes relating to the Agreement. Service Provider will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Service Provider for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Service Provider shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by City, whichever occurs later. Service Provider shall maintain all such records in City or to promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than in City, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Service Provider shall include a copy of this Section in all contracts with its subcontractors, and Service Provider shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.
35. ADVERTISING AND PUBLICITY. Service Provider shall not use the name of or refer to City directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.
36. NONDISCRIMINATORY EMPLOYMENT. Service Provider shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Service Provider understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates.
For every subcontractor who will perform Services, Service Provider shall be responsible for such subcontractor’s compliance with this Section.
37. FORCE MAJEURE. Neither the Service Provider nor the City shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural 312
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calamities, riots, or demands or requirements of governmental agencies other than the City.
38. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.
39. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.
40. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.
41. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.
42. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.
43. EXECUTION – COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.
44. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by 313
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reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City’s Designated Representative unless specifically agreed to in writing, and initiated by City’s Designated Representative, as to each additional contractual term or condition.
45. ACKNOWLEDGEMENT. By signing below, Service Provider acknowledges that it has reviewed the City’s General Services Agreement terms and conditions and insurance requirements and that Service Provider hereby agrees to full compliance.
[Signatures on next page]
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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 4 and upon signature of all Parties.
CITY OF OXNARD Synagro- WWT, Inc.
☐Luis A. Mc Arthur, Mayor2 Date Emil Kneis, Sales Support Manager Date ☐Jennifer Hiraoka,3
Purchasing Manager
Rhylee Callan, Contract Manager4 Date
ATTEST:
Lourdes A. López, CITY Clerk Date
(only if Mayor signs)
APPROVED AS TO FORM:
Stephen M. Fischer, CITY Date
Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.
If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.
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EXHIBIT A
GENERAL SERVICE AGREEMENT
(City of Oxnard and Synagro-WWT, Inc.)
SCOPE OF SERVICES
PROJECT MANAGER: Sian Bashkiroff, Associate Engineer,
[email protected] , (805) 271-2204, (805) 833-9736
SUMMARY OF WORK
A) Digester Cleaning. Furnish all labor, materials, equipment, and incidentals necessary for removing and disposing of all grit, screenings, sludge, floatable material, etc., from the two digesters No. 1 and 3. Material shall be dewatered and disposed of at an approved facility. The disposal site shall meet all the legal, governmental and regulatory requirements. Purge both di gesters with nitrogen gas, prior to the WRRF returning these to service. The Service Provider shall coordinate all work phases with the WRRF staff.
1) Venting, emptying, dewatering, and cleaning Digester No. 1 with an internal diameter of 90 feet, and Digester No. 3 with an internal diameter of 110 feet.
2) Cleaning both digesters, including cleaning of interior walls, surfaces, floor, and roof, roof components, pipes, and miscellaneous items and appurtenances inside the digesters.
3) Once a digester is ready to return to service, the WRRF staff will fill it with liquid, and the Service Provider will purge air from the digester using nitrogen gas, after which WRRF will put the digester back in service.
B) Transport and Disposal. Service Provider shall satisfy the following operational conditions:
1) The City requires that the Service Provider use certified scales at the disposal site to accurately account for all grit, screenings, sludge, etc., delivered from the WRRF to the disposal site. Selected disposal site shall provide annual scale certificatio n to the City. Weight slips for each trailer load shall be submitted with the invoice.
Invoices shall include a spreadsheet indicating daily certified weight from each trailer.
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2) Selected disposal site shall have and maintain necessary environmental and regulatory permits and shall remain in good standing with the Environmental Protection Agency, State of California, and local agencies that regulate its activities.
3) No loaded trailer shall remain at the WRRF site longer than forty-eight (48) hours, without approval from the City.
C) Taking into full consideration the sequence of work, the Service Provider shall make proper allowances in the schedule to complete the wo rk within the allotted time, including all incidental and related work required to complete the Project.
WORK SEQUENCE
A) The WRRF staff shall prepare the digester tanks for the Service Provider, including removing as much of the digested sludge to the greatest extent possible, shutting down and locking out all the gas-related systems, shutting down and locking out all pumps, isolating and locking out the digester gas piping system. The cleaned digester shall be returned to service and be in stable operation before the cleaning of the next digester is initiated.
B) WRRF staff will empty Digester No. 3 to the greatest extent possible. The Service Provider shall vent, empty, dewater, and clean Digester No. 3.
C) The Service Provider is not allowed to use the WRRF’s dewatering and other equipment at any time.
D) Once Digester No. 3 is cleaned and ready to be returned to service, WRRF staff will fill the digester with liquid, likely non -potable plant water. The Service Provider shall then purge air from this digester using nitrogen gas, allowing it to be returned t o service. Next, WRRF staff will start seeding Digester No. 3 with the digestate from Digester No. 1 and returning Digester No. 3 to service. The digester would need to be in stable operation, before the Service Provider can start cleaning Digester No. 1. It is expected to take 1 to 3 months for Digester No. 3 to achieve stable operations, during which time the Service Provider will not be able to continue the work at the site.
E) WRRF staff will empty Digester No. 1 to the greatest extent possible. The Servi ce Provider shall vent, empty, dewater, and clean Digester No. 1. The Service Provider shall return to the site for this process within 5 days of receiving the notice from the WRRF that Digester No. 1 is ready for cleaning. Once Digester No. 1 is cleaned, the WRRF staff will fill it with liquid and the Service Provider shall purge air from Digester No. 1 using nitrogen gas, allowing it to be returned to service.
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SERVICE PROVIDER RESPONSIBILITIES
A) The Service Provider shall comply with all Federal, State, and local Codes. Such regulations apply to activities including, but not limited to, site work and zoning, building practices and quality, on and offsite disposal, safety, transportation, sanitation, nuisance, and environmental quality
B) Qualifications: Service Provider shall have at least five (5) years’ experience cleaning anaerobic digesters and dewatering municipal wastewater sludge.
C) Service Provider shall submit to the City for review and comm ent a written plan describing the procedures to be used for the sequence of the work and the procedure to be used to clean the digester. The plan shall include a time schedule, solids dewatering procedures, solids recovery to be achieved, and methods for r emoving solids from the digester. Service Provider shall not commence with digester cleaning until any comments to the written plan have been addressed to the satisfaction of the City.
D) The Service Provider shall provide all equipment for cleaning the dige ster including but not limited to pumps, sludge dewatering equipment, high pressure hoses, safety equipment, and lighting.
E) The Service Provider shall repair any damage that occurs when cleaning the digesters. Repairs shall be made to the satisfaction of the City.
F) The Service Provider shall take care to prevent spills and discharges of chemicals, filtrate, sludge(s), and cake to the ground, trenches, and State waters. Any spills and discharges shall be properly cleaned up and reported immediately to the City.
G) If any spills of the material described occur due to the Service Provider’s failure to maintain the temporary flow control system, the Service Provider shall be responsible for the cost of spill cleanup and any fines levied on the City by the State, Federal, or any other applicable agency.
H) OPERATION NOTIFICATION AND COORDINATION:
1) Coordinate all interfering portions of the project with the City Project Manager. All work shall be conducted in such a manner as to minimize the impacts to the Oxnard WRRF operations at the site. Oxnard WRRF operations are 24/7/365. The Service Provider s hall coordinate with WRRF staff to maintain an operating treatment system.
2) Lockout/Tagout: The City shall be responsible for performing all lockout/tagout (LOTO) procedures on system valves prior to the commencement of any work.
Service Provider shall not operate or tamper with any locked or tagged equipment.
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3) The Service Provider shall give notice of any system interruption to the City.
I) DIGESTER CLEANING
1) The cleaning, pumping, dewatering, and any additional systems required to complete the work shall be the Service Provider’s responsibility.
2) The Service Provider shall clean the digester by removing all liquid and solid material that has accumulated on the inside of the digester, including grit, grease, scum, floatable material, screenings, etc., to the satisfaction of the City. The Service Provider shall then dewater said material, load it, haul it away, and dispose of it at a permitted site. The Service Provider will need to determine where to dispose of digester contents as part of the scope.
3) The Service Provider shall pipe the filtrate from the dewatering device to the plant drain. The Service Provider is responsible for providing any fittings, valves, and other requirements for discharge to the plant drain. The Service Provider shall coordinate the exact discharge location with the City. Pumping may be necessary.
4) Plant water will be made available to the Service Provider to complete the service.
There are several plant water connections in the vicinity of the digesters for the Service Provider’s use. If pressure and volume are insufficient, the Service Provider shall provide booster pumping of plant water at their own expense.
J) DEWATERING DEVICES
1) The Service Provider is not allowed to use the plant dewatering equipment.
2) All dewatering devices shall be in good repair, and excessive breakdowns shall not constitute a justifiable reason for the extension of the Contract Time.
3) Material to be dewatered will be anaerobically digested sludge, including grit, grease, scum, screenings, floatable material, etc., ranging from 0.5% solids to 95% solids. The material may be stringy or excessively fibrous and may contain small rocks and gravel.
K) Pumps shall be capable of pumping anaerobically digested sludge, grit, grease, scum, screenings, floatable material, entrained gas, etc., and other debris normally present in wastewater. Pumping equipment shall be of adequate capacity to maintain appropriate flow to the dewatering devices.
L) The Service Provider shall keep the work site clean and free from rubbish and debris.
Materials and equipment shall be removed from the site when they are no longer necessary. Upon completion of the work and befo re final acceptance, the work site shall be cleared of equipment, unused materials, and rubbish to present a clean and neat appearance.
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M) The Service Provider shall limit the use of the premises for the performance of the work and storage of materials and equipment to allow for the WRRF use in operating and maintaining the plant. Other construction projects will be on -going during the preparation and cleaning period.
N) The Service Provider is responsible for the quality assurance and quality control of their respective work for the completion of this project.
O) The Service Provider shall monitor quality assurance over suppliers, manufacturers, products, services, site conditions, and workmanship, to complete the work.
P) The Service Provider shall assume full responsibility for the security of all materials and equ ipment stored on the site as well as the materials and equipment of any subcontractors.
Q) Coordinate with, schedule specified inspections by, and provide normal and customary assistance to the City Inspectors.
R) The Service Provider shall notify the City Project Manager, 72 hours in advance of the time it is necessary to take out of service any existing tank, pipeline, equipment, or structure. The Service Provider shall be responsible for providing whatever temporary piping, pumping, power, and control facili ties as are required to maintain continuous plant operation and complete treatment except as otherwise specified. The integrity of existing plant utilities shall be maintained by the Service Provider at all times.
S) SERVICE PROVIDER FURNISHED TESTING LABORATORY SERVICES
1) An independent commercial testing Laboratory acceptable to the City shall perform all tests that require the services of a laboratory to determine compliance with the scope of work. The Laboratory shall be staffed with experienced technician s, properly equipped, and fully qualified to perform the tests in accordance with the specified standards.
2) All the sampling bottles and collection tools for sludge sampling shall be provided by the Service Provider.
3) The Service Provider shall be responsible for all sample handling and testing costs.
4) The Service Provider’s testing Laboratory shall furnish three (3) copies of a written report of each test performed by Laboratory personnel. Distribution shall be two (2) copies of each test report to the City and one (1) copy for the Service Provider’s record.
5) The City will collect split samples and have the dewatered solids independently tested for verification of the Service Provider’s laboratory results. Payment will be based on the Service Provider’s laboratory results.
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T) TEMPORARY FACILITIES AND UTILITIES:
1) The Service Provider shall submit power requirements for equipment required to complete the work. The WRRF will provide the power to the greatest extent possible. If power requirements can be met by the WRRF, the Service Provider shall coordinate with the City for power takeoff points, voltage and phasing requirements. The Service Provider shall also provide any special connections required for his work. If the WRRF cannot meet power requirements the Service Provider shall make arrangements to provide temporary power.
2) The Service Provider shall provide toilet and wash-up facilities for the workforce at the site of work. The facilities shall comply with applicable laws, ordinances, and regulations pertaining to the public health and sanitation of dwellings and camps.
SAFETY
A) Air Pollution Control: The Service Provider shall not discharge smoke, dust, and other contaminants into the atmosphere that violate the regulations of any legally constituted authority. Service Provider shall also abate dust nuisance by cleaning, sweeping, and sprinkling with water, or other means as necessary. The use of water, in amounts which result in mud on public streets, is not acceptable as a substitute for sweeping or other methods.
B) The Service Provider shall be responsible for all safety issues including work safety, maintaining gas concentrations in the digester below the lower explosive limit, and preventing damage to the City’s facilities.
C) Service Provider is responsible for a safe working environment. Digester gas can form an explosive mixture with air. Tanks shall be ventilated by the Service Provider by forced air. Sufficient ventilation rate shall be provided to prevent an explosion hazard inside the tank and surrounding work areas. The Service Provider shall provide a portable combustion gas analyzer and demonstrate a safe environment before commencing with any work. The Service Provider is required to measure and record combustible gas readings, including but not limited to m ethane, before entering the digester, confined spaces as defined by 29 CFR Part 1926, “Confined Spaces in Construction,” or other areas where atmospheric conditions might be unsafe for working without proper equipment or controls. No smoking is permitted, and spark- proof tools shall be used as deemed necessary by the City.
D) The Service Provider is solely responsible for the safety of all work and activities performed on-site by the Service Provider and the Service Provider’s Subcontractors, suppliers, manufacturers, and testing firms performing Work required by the Contract Documents.
E) The work includes working inside a confined space, Class I, Division 1, Group D. 321
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F) Service Provider shall provide a copy of their emergency response plan for spills and other contingencies.
MEASUREMENT AND PAYMENT
A) The following subsections describe the measurement of and payment for the work to be done under the items listed in the Bid . Each unit or lump sum price stated in the Bid shall constitute full compensation as herein specified for each item of work completed, including all services, labor, equipment, tools, transportation, materials, and supplies. The prices shall also include full submittals for samples; recording and submitting data incidental to each item; and for performing all required tests. No other payments for any specified or indicated work nor for any work implied therefrom shall be made. All items of work not specifi ed as pay items shall be considered incidental, and costs shall be assumed to be included in the Bid Price for the associated items.
B) Where unit quantities are stated in the Bid Schedule, the quantities stated in the Bid are approximate only.
C) MOBILIZATION/DEMOLIZATION (BID ITEM 1)
1) Mobilization includes cost of insurance, obtaining permits, setting up site offices and storage facilities, temporary utilities, project management and administration, and all other costs related to mobilization.
2) Demobilization includes removal of temporary facilities and equipment, site cleanup and final contract closeout costs. All costs not included in the price for mobilization/demobilization shall be assumed to be distributed among the other bid items. No additional payment will be paid for any mobilization or demobilization cost not included in the bid price for this item as a lump sum price.
3) Mobilization and Demobilization is a lump sum bid for mobilization/ demobilization and shall not exceed fifteen percent (15%) of the Total Bid price.
D) DIGESTER NO. 1 AND 3 DISPOSAL (BID ITEM 2)
1) The unit price for this item shall be the quantity of dry tons removed from the site for final disposal. Payment will be calculated by multiplying the weight of wet material (in tons), as determined from certified weight slips from the disposal site by the percent solids of the disposed solids. To determine the percentage of solids, a representative sample of the disposed waste will be taken by the Service Provider and WRRF personnel, in the presence of the Service Provider, prior to hauling each trailer to the approved disposal site. The sample will be analyzed for percent solids in accordance with Method 2540 B of Standard Methods for the Examination of Water and Wastewater, latest edition, by an independent and accredited environmental laboratory.
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2) The Service Provider shall submit documentation of the approved disposal site prior to the removal of digester contents.
E) DIGESTER NO. 1 AND 3 CLEANING (BID ITEMS 3 AND 4)
1) The lump sum price for this item shall constitute full compensation for Digester Cleaning. Furnish all labor, materials, equipment, and incidentals necessary and, complete the removal of all grits, screenings, sludge, floatable, etc. from the two digesters, dewatering the contents, and final cleaning of the empty digester.
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EXHIBIT B
GENERAL SERVICE AGREEMENT
(City of Oxnard and Synagro- WWT, Inc.)
SCHEDULE OF COMPENSATION
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EXHIBIT C
GENERAL SERVICES AGREEMENT
(City of Oxnard and Synagro- WWT, Inc.)
INSURANCE REQUIREMENTS
Prior to contract approval, CONSULTANT/SERVICE
PROVIDER/SELLER/BIDDER (hereafter referred to as “SERVICE PROVIDER”) must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
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EXHIBIT D
GENERAL SERVICES AGREEMENT
(City of Oxnard and Synagro- WWT, Inc.)
[RESERVED]
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EXHIBIT E
GENERAL SERVICES AGREEMENT
(City of Oxnard and Synagro- WWT, Inc.)
LIVING WAGE POLICY
Pursuant to the Living Wage Policy adopted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard trade services contracts and all unique trade servi ces contracts governed by the Living Wage Policy.
A. Service Provider shall compensate any employee of Service Provider who provides services under this Agreement in
accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agr eement is in effect, Service Provider shall pay such employee no less than $19.51 per hour for each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, Service Provider shall provide to such employee no less than 96 hours of paid leave per calendar year.
B. Service Provider agrees to post, at a location readily accessible to those employees providing services to the City, a copy of the Living Wage Policy adopted by City
Council on July 9, 2002 and effective October 1, 2002.
C. If Service Provider fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Service Provider, effective immediately.
D. In addition, if Service Provider fails to comply with the Living Wage Policy in any manner, Service Provider shall pay to City a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensatio n owed to such
employee under the Living Wage Policy. Service Provider shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Service Provider of the amount owed.
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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024
Service Provider shall compensate any employee of Service Provider who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit E. While this Agreement is in effect, Service Provider shall pay such employee no less than $19.51 per hour for each hour that such employee provides Services under this Agreement. This hourly rate shall be adjusted on July 1, 2025, and each Jul y 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI- U), index base 1982-84=100, comparing May of the previous ye ar to May of the current year. In addition, while this Agreement is in effect, Service Provider shall provide to such employee no less than 96 hours of paid leave per calendar year.
a. Service Provider agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.
b. If Service Provider fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Service Provider, effective immediately.
c. In addition, if Service Provider fails t o comply with the Living Wage Policy in any manner, Service Provider shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Service Provider shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Service Provider of the amount owed.
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EXHIBIT F
GENERALSERVICES AGREEMENT
(City of Oxnard and Synagro- WWT, Inc.)
PREVAILING WAGE
1. Service Provider acknowledges that the Project defined in the Agreement between Service Provider and CITY is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapt er 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Service Provider shall perform the Project as a public work. Service Provider shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.
2. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Service Provider acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Service Provider shall post such rates at each job site covered by this Agreement.
3. Service Provider is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).
4. Service Provider shall comply with and be bound by the provi sions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Service Provider shall, as a penalty to City, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Service Provider or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.
5. Service Provider shall comply with Labor Code Section 1776, which requires Service Provider and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty o f perjury, (2) certify and make such payroll records available for inspection, and (3) inform CITY of the location of the records.
6. Service Provider shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Titl e 8, Section 200 334
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et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Service Provider shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Service Provider and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.
7. Service Provider may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, Service Provider must immediately notify City.
8. Service Provider is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor C ode Section 1725.5.
Service Provider shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.
9. Service Provider acknowledges that 8 hours labor constitutes a legal day’s work. Service Provider shall comply with and be bound by Labor Code Section 1810.
10. Service Provider shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours.
Service Provider shall, as a penalty to City, forfeit $25 for each worker employed in the performance of this Agreement by Service Provider or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Divisi on 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by Service Provider’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.
11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.
12. Service Provider shall be responsible for each and every o ne of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Service Provider shall include in 335
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the written contract between it and each subcontractor a copy of, and a requirement that each sub contractor shall comply with, those statutory provisions. Service Provider shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Service Provider shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent, Service Provider shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify City, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for dam ages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) i n connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of Service Provider under this Section shall survive Agreement termination.
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EXHIBIT G
GENERAL SERVICES AGREEMENT
(City of Oxnard and Synagro- WWT, Inc.)
IRAN CONTRACTING ACT CERTIFICATION
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Public Works and Transportation Committee
October 14, 2025
Tim Beaman, PE
Assistant Director of Public Works
Agreement 32600146 with Synagro-WWT, Inc. for
Digester Cleaning Services
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RECOMMENDATION 2
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Synagro-WWT, Inc. (Synagro) in the amount of $1,185,910 for Digester cleaning services with a one-year term from November 4, 2025, to November 3, 2026.
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BACKGROUND 3
• The WRRF is a
secondary treatment
facility that uses
anaerobic digestion
for solids
stabilization.
• Three anaerobic
digesters process
sludge from primary
and secondary
treatment.
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BACKGROUND 4
2017 Integrated Master Plan Digester Recommendation
• Rehabilitate Digester No. 2 - Out of service for well over 20 years
• After Digester No. 2 is put back in service, rehabilitate Digesters No. 1 and No. 3
Digester 1 Digester 2 Digester 3
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BACKGROUND 5
Current Status
• Digester No. 2 rehabilitation is in progress as part of the ongoing Reliability Project (C2201)
• Anticipated to be in service by the end of 2025
• Carollo Engineers hired in April 2025 to complete the design of improvements and rehabilitation of Digesters No. 1 and No. 3 (C2408)
• An interior condition assessment is required as part of the design process
• Removal of digested biosolids and cleaning each digester is required to complete the condition assessment
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BACKGROUND 6
Digester No. 2 rehab project
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BACKGROUND 7
Digester Cleaning Project -
Digesters No. 1 and No. 3
• Required as part of Digester
Improvement Project C2408
• Dewater, remove, and dispose of
grit, screening, sludge, floatables
• Cleaning includes: walls, floor, roof,
piping, and appurtenances
• Materials to be disposed of at a
legally approved facility
~8 ft of
compacted
sludge
~8 ft of
compacted
sludge
Thermal Imaging shows compacted sludge at the bottom of digesters 344
• RFB 25-141 for Digester Cleaning services was sent to 13 potential firms
• Release Date: June 23, 2025
• Bid Close Date: August 8, 2025
• Posted on: PublicPurchase.com and the City’s Website
• Received 6 responses from
• American Process Group
• Ancon Services
• Bristola, LLC
• GrayMar Environmental Services, LLC
• MP Environmental
• Synagro-WWT (Synagro)
DISCUSSION 8
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DISCUSSION 9
Cleaning Schedule
• One digester to be cleaned
at a time to ensure
continuous operation
• Sequence:
1. Take Digester No. 1
out of service (Left)
2. Clean and return to
service
3. Stabilize operation
4. Repeat for Digester
No. 3 (Right)
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• The total cost for this Project shall not exceed $1,185,910, through the contract term ending November 3, 2026.
• There is $2.38M available in the Wastewater OWTP:
Digester/ Cogeneration Improvements Project (C2408),
funded by Wastewater Operating Fund (611).
FINANCIAL IMPACT 10
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End of Presentation
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