Attachment 2Attachment 2AGREEMENT FOR GOODS/TECHNICAL SERVICES BETWEEN Attachment 2
Attachment 2
SOUTH ORANGE COUNTY WASTEWATER AUTHORITY AND INTEGRITY MUNICIPAL SYSTEMS
FOR SERVICE AND MAINTENANCE OF ODOR CONTROL
THIS AGREEMENT (the “Agreement”) is dated as of December , 2025 (“Effective Date”) by and between South Orange County Wastewater Authority (“SOCWA”) hereinafter referred to individually as “SOCWA Entity” and collectively as “SOCWA Entities”, and Integrity Municipal Systems, hereinafter referred to as the “CONTRACTOR”, for the provision of goods and/or services to SOCWA Entities by CONTRACTOR. SOCWA Entities and CONTRACTOR may be referred to in this Agreement individually as “party” and collectively as “parties.”
TERM OF CONTRACT
Section 1.1 Term
This Agreement will begin as of the Effective Date stated above, and will continue in effect for One year (“Term”) or until terminated as provided under Section VII. This Agreement may be extended for four (4) optional annual renewals, if mutually agreed by the parties. If the option to extend is exercised, the parties will set forth any mutually agreeable changes to compensation and/or the scope of work in a written amendment to this Agreement.
SCOPE OF WORK
Section 2.1 Specific Services
CONTRACTOR shall furnish the goods and/or services which are described in the Request for Proposal described in Exhibit A hereto, which is incorporated by reference (the “Scope of Work”). CONTRACTOR will perform the Scope of Work under this Agreement in good faith, in a competent and professional manner, and in the best interests of SOCWA Entities. CONTRACTOR will determine the method, details and means of performing the Scope of Work.
Section 2.2 Time for Completion
CONTRACTOR shall not begin the services described in the Scope of Work until receipt of SOCWA Entities' written direction to proceed. Upon receipt of such notice, CONTRACTOR shall immediately commence the work described in Exhibit A.
Time is of the essence in this Agreement. CONTRACTOR agrees to coordinate the work to ensure its timely completion and shall promptly notify SOCWA Entities of any anticipated delays or causes or casualties which may affect the work schedule. All work must be coordinated with the Chief Plant Operator, or designee. Contractor may not shut down any scrubber equipment without Chief Plant Operator, or designee, approval.
COMPENSATION
Section 3.1 Fee Schedule
In consideration for all work performed under this Agreement, SOCWA Entities agree to compensate CONTRACTOR according to the fee scheduled attached as Exhibit B, which is incorporated by reference.
The rates of compensation set forth herein shall be inclusive of all product, freight, shipping, delivery and other costs of performing the Scope of Work, but excluding sales taxes, which will be paid by SOCWA Entities.
Section 3.2 Payment
CONTRACTOR shall submit invoices to each of the SOCWA Entities once per month by the 15th of each month for the prior month’s services to that SOCWA Entity; invoices shall not be combined. Such invoices shall specify: the type and amount of goods/services furnished during the designated time period multiplied by the applicable fee rate set forth above; the total applicable sales tax; and the date(s) and location of delivery. Invoices shall be sent to the SOCWA Entity at the location identified herein for the receipt of notices.
For Contracted Services rendered for SOCWA Facilities:
email invoices to [email protected] or mail to:
SOCWA
34156 Del Obispo Street Dana Point, CA 92629 Attn: Accounts Payable Invoice MUST include a PO # for respective plant where delivery was made.
SOCWA’s Fiscal Year End is June 30th all invoices must be submitted for payment by the 15th of the previous month.
For Contracted Services rendered for the City of San Clemente: Mail invoices to:
CSC-Accounts Payable 380 Avenida Pica, Bldg. N San Clemente, CA 92672 Each SOCWA Entity shall make payment to CONTRACTOR within forty-five (45) days of receipt of an approved invoice. Each SOCWA Entity shall be responsible for payment only for those goods/services provided to that SOCWA Entity’s facility and not for goods/services provided to any other SOCWA Entity’s facility.
Acceptance and payment by SOCWA Entities for goods/services furnished hereunder, will not in any way relieve the CONTRACTOR of its responsibility to perform the Scope of Work in strict compliance with this Agreement and relevant laws and regulations. Neither SOCWA Entities’ acceptance of, nor payment for any services will be construed to operate as a waiver of any rights SOCWA Entities have under this Agreement or any cause of action or claim arising from this Agreement.
OBLIGATIONS OF CONTRACTOR
Section 4.1 Tools, Materials, Equipment
CONTRACTOR will supply all tools, materials, and equipment required to perform the Scope of Work under this Agreement. CONTRACTOR shall ensure that any such tools, materials, and equipment brought onto the SOCWA Entities’ property or facilities are clean, well maintained and in good condition. Except as necessary and in emergencies, CONTRACTOR shall not undertake any repairs or maintenance of its tools, materials or equipment on SOCWA Entities’ property or facilities.
Section 4.2 Permits, Licenses and Certifications
CONTRACTOR shall secure and maintain in good standing any and all permits, licenses and certifications required to perform the Scope of Work.
Section 4.3 Contractor’s Qualifications
CONTRACTOR represents that its employee(s) has the qualifications and skills necessary to perform the services under this Agreement in a competent, professional manner, without the advice or direction of SOCWA Entities. This means CONTRACTOR is able to fulfill the requirements of this Agreement. Failure to perform all the services required under this Agreement constitutes a material breach of the Agreement. CONTRACTOR has complete and sole discretion for the manner in which the work under this Agreement will be performed. Acceptance by SOCWA Entities of reports, and incidental professional work or materials furnished hereunder, shall not in any way relieve CONTRACTOR of responsibility for the technical adequacy of its work.
Section 4.4 Subcontracting
CONTRACTOR will be solely responsible for its subcontractors and for making sure work performed by subcontractors conforms with this Agreement. No subcontractor shall be considered a beneficiary to this Agreement.
Section 4.5 Employer Obligations
CONTRACTOR shall be solely responsible for paying all federal and state employment and income taxes for its employees, for carrying workers’ compensation insurance and for otherwise complying with all other employment law requirements with respect to CONTRACTOR and its employee(s).
Section 4.6 Safety
CONTRACTOR shall be solely and completely responsible for the safety of all CONTRACTOR employees, including employees of any subcontractors, during performance of the Scope of Work. CONTRACTOR shall ensure that such employees have adequate training on relevant safety matters and that they are issued any and all necessary personal protective equipment. CONTRACTOR shall fully comply with all laws, rules, regulations and ordinances relating to safety of the public and workers, whether federal, state or local and shall comply with any of SOCWA Entities policies concerning safety that are provided to CONTRACTOR.
Section 4.7 Compliance with Laws/Rules
In performing the Scope of Work specified in this Agreement, CONTRACTOR agrees to comply with all laws, rules, regulations and ordinances, whether federal, state or local, and any and all SOCWA Entity policies, procedures, departmental rules and other directives applicable to the goods and/or services to be furnished and provided by SOCWA Entities to CONTRACTOR, including those identified in the SOCWA Safety Acknowledgement, attached as Exhibit C and incorporated by reference. Any changes to SOCWA Entity policies and procedures that relate to CONTRACTOR will be provided to CONTRACTOR in writing. CONTRACTOR agrees to review such policies, procedures, rules and directives the contents of which CONTRACTOR will be deemed to have knowledge.
Section 4.8 Clean-Up and Remediation
CONTRACTOR shall be responsible for cleaning-up and removing any and all trash, grease, oil and debris that CONTRACTOR generates as a result of performing the Scope of Work. CONTRACTOR shall be responsible for the cleaning and remediation of any spills or discharge at SOCWA Entities’ facilities resulting from CONTRACTOR’s performance of the Scope of Work. CONTRACTOR shall restore SOCWA Entities’ facilities to their pre-existing condition except as expressly allowed by the Scope of Work.
Section 4.9 Assignment to Awarding Body
In entering into this Agreement to supply goods, services or material CONTRACTOR offers and agrees to assign to SOCWA Entities all rights, titles and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or material pursuant to this Agreement. This assignment shall be made and become effective at the time SOCWA Entities tender final payment to CONTRACTOR, without further acknowledgement by the parties.
INSURANCE
Section 5.1 General Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement a general liability policy of insurance, including coverage for products and completed operations, bodily injury and/or death, personal and advertising injury, and property damage claims which may arise from or in connection with the performance of the work under this Agreement by CONTRACTOR and its subcontractors, and each of their agents, representatives, or employees. General Liability insurance shall be comprehensive in form and shall be on a “per occurrence” basis in a minimum amount of Three Million Dollars ($3,000,000) per occurrence.
Such coverage shall be written on Insurance Services Office (“ISO”) Form CG 00 01, or equivalent.
Section 5.2 Automobile Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement an automobile liability policy of insurance to cover claims, injury, death, loss or damage, accidents from the use or operation of any automobiles, trucks and/or other mobile or stationary equipment, whether owned, non-owned or hire. Auto coverage shall be issued with a limit no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
Section 5.3 Worker’s Compensation
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement workers’ compensation insurance with limits no less than the statutory limits.
Section 5.4 Required Provisions
All policies of insurance required under this Section shall be from insurance providers who are either admitted or licensed to do business in California, or are Surplus Lines Carriers authorized to do business in California, and who have an A.M. Best Company rating of no less than A- and a financial size category of at least Class VII, unless otherwise acceptable to SOCWA Entities.
All such policies shall include a provision and/or executed endorsement providing that coverage shall not be cancelled or materially altered except with thirty (30) days’ written notice to SOCWA Entities, send by certified mail, return receipt requested, or reasonable equivalent.
Under the General Liability and Automobile policies required pursuant to this Agreement, each SOCWA Entity, and each of their member agencies, directors, officers, employees and representatives (the “Additional Insureds”) shall be named as additional insureds under each such policy and an additional insured endorsement at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37, if later revisions are used, shall be provided to SOCWA.
CONTRACTOR shall provide duly-authorized and, as applicable, executed original certificates and endorsements for all insurance required pursuant to this Agreement on forms approved by SOCWA Entities in conformity with all requirements of this Agreement prior to commencement of any work hereunder. If any of the required coverages expire during the term of this Agreement, CONTRACTOR shall deliver renewal certificates to SOCWA Entities at least ten (10) days prior to the expiration date.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or self-insurance maintained by the Additional Insureds shall be excess of the CONTRACTOR’s (and its subcontractor’s) insurance, and shall not contribute to such insurance.
Section 5.5 Deductibles
Any deductibles or self-insured retentions must be declared in writing and approved by SOCWA Entities. At the option of any SOCWA Entity, either: the insurance provider(s) shall reduce or eliminate such deductibles or self-insured retentions as respects the SOCWA Entity, and each of their directors, officers, employees, and representatives; or the CONTRACTOR shall provide a financial guarantee satisfactory to the SOCWA Entity guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Section 5.6 Waiver of Subrogation
CONTRACTOR hereby agrees to waive rights of subrogation against SOCWA Entities and the Additional Insureds which any of CONTRACTOR’s insurers may acquire from CONTRACTOR by virtue of the payment of any loss. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.
INDEMNITY
Section 6.1 Contractor’s Duty to Indemnify and Defend
To the maximum extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless each SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”) from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses (including attorney fees and costs to defend) and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur to the extent caused by the negligent acts, errors, or omissions of the CONTRACTOR, including CONTRACTOR’s officers, officials, directors, employees, subcontractors, agents, representatives, volunteers, successors, assigns or anyone for whom CONTRACTOR is legally responsible.
CONTRACTOR shall cooperate with and do whatever is necessary to protect SOCWA Indemnitees from any such Claims.
CONTRACTOR shall defend SOCWA Indemnitees, at CONTRACTOR’s own cost, expense and risk, from any and all such aforesaid Claims or other proceedings of any kind that may be brought or instituted against SOCWA Indemnitees. CONTRACTOR and SOCWA Indemnitees shall be jointly represented by legal counsel, unless there is a conflict of interest, and CONTRACTOR shall pay SOCWA Indemnitees’ reasonable attorneys’ fees and costs as they are incurred. SOCWA Indemnitees shall be consulted regarding and shall approve the selection of legal counsel. Should separate legal counsel be necessary for SOCWA Indemnitees, as determined by SOCWA Indemnitees, CONTRACTOR shall pay for the reasonable attorneys’ fees and costs including expert witness fees, as such fees and costs are incurred and within thirty (30) days of receipt of an invoice, for SOCWA Indemnitees’ legal counsel in addition to CONTRACTOR’s own legal fees and costs. In all circumstances, SOCWA Indemnitees reserve the right to retain their own attorneys. CONTRACTOR shall not agree without SOCWA Indemnitees’ prior written consent to any settlement on SOCWA Indemnitees’ behalf.
If CONTRACTOR is obligated to defend SOCWA Indemnitees pursuant to this Section, and fails to do so after reasonable notice from SOCWA Indemnitees, SOCWA Indemnitees may defend themselves and/or settle such Claims, and CONTRACTOR shall pay to SOCWA Indemnitees any and all liabilities incurred in relationship with SOCWA Indemnitees’ defense and/or settlement of such Claims.
CONTRACTOR’s indemnification, hold harmless and defense obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for CONTRACTOR, subcontractor, supplier or other person under workers’ compensation acts, disability acts or other employee acts or the insurance required by this Agreement. CONTRACTOR’s indemnification, hold harmless and defense obligation shall not be restricted to insurance proceeds, if any, received by CONTRACTOR or Indemnified Parties. Provision of insurance coverage as required by this Agreement shall not affect CONTRACTOR’s indemnity obligations.
Section 6.2 SOCWA Entities’ Duty to Indemnify
Each and every SOCWA Entity (as listed above) shall indemnify and hold harmless each and every other SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”), from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur that arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the SOCWA Entity from which indemnity is sought.
A SOCWA Entity’s duty to indemnify under this Section shall be effective only as to those Claims arising from that SOCWA Entity’s own negligence, recklessness, or willful misconduct and is owed only to the SOCWA Entity or Entities with Claims arising therefrom. SOCWA Entities shall not be jointly and severally liable for Claims under this Agreement.
Section 6.3 Survival
CONTRACTOR acknowledges and agrees to the provisions of this Section and that they are a material element of consideration. CONTRACTOR’s obligations pursuant to this Section shall survive the expiration or termination of this Agreement and/or the performance or completion of any or all services and work provided under this Agreement.
TERMINATION
Section 7.1 Termination by SOCWA Entities
Each and every SOCWA Entity may individually terminate this Agreement as a result of CONTRACTOR’s breach of any term or condition herein as respects such SOCWA Entity, by providing written notice to CONTRACTOR. The notice shall provide CONTRACTOR with at least ten (10) calendar days to cure the deficiency. If within ten (10) calendar days CONTRACTOR fails to cure the deficiency to the satisfaction of the terminating SOCWA Entity or Entities, the Agreement will terminate immediately or upon such other date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity that was not a party to the notice of termination. CONTRACTOR shall cease to perform the Scope of Work for those SOCWA Entities providing notice upon the effective date of termination and shall not be entitled to payment for any fees or costs incurred after the effective date of termination unless otherwise agreed by the parties.
Section 7.2 Termination by Contractor
CONTRACTOR may terminate this Agreement with any SOCWA Entity a result of that SOCWA Entity’s breach of any term or condition herein, by providing written notice to all the SOCWA Entities that identifies the specific SOCWA Entity allegedly in breach. The notice shall provide the SOCWA Entity or Entities with at least ten (10) calendar days to cure or resolve the deficiency. If within ten (10) calendar days the SOCWA Entity or Entities fail to cure or resolve the deficiency to the satisfaction of CONTRACTOR, the Agreement will terminate immediately or upon such later date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity not in breach or that timely cures or resolves the alleged breach.
Section 7.3 Effect of Termination
Early termination of this Agreement under this Section shall be effective only as to and between the party or parties in breach and the party or parties that have issued the notice of termination. The Agreement shall remain in effect as to those parties not in breach, that have cured or resolved the alleged breach, or are not named in the notice of termination.
Section 7.4 Compensation Upon Termination
Following termination, SOCWA Entities will pay to CONTRACTOR the reasonable value of goods and services necessarily performed up to the effective date of the termination, minus any costs reasonably incurred by SOCWA Entities as a result of CONTRACTOR’s breach.
WARRANTY
Section 8.1 Warranty of Work and Materials
CONTRACTOR guarantees all work and materials pursuant to this Agreement against defect for period of one (1) year from the date of completion of all work or supply of materials, except where longer warranty periods are specifically stated. Any defective material or workmanship which may be discovered before completion all work or within one (1) year thereafter shall be corrected immediately by CONTRACTOR at its own expense notwithstanding that it may have been overlooked in previous inspections and estimates. Any work to correct a defect in workmanship and/or replacement materials shall additionally be guaranteed by CONTRACTOR for a period of one (1) year from the date of completion of such corrective work or replacement of materials.
Failure to inspect the work or materials at any stage shall not relieve CONTRACTOR from any obligation to perform sound and reliable work as herein described. It is CONTRACTOR’S ultimate responsibility to complete all work as required by this Agreement.
During the one (1) year warranty period, should CONTRACTOR fail to remedy defective material and/or workmanship, or to make replacements within five (5) days after written notice by a SOCWA Entity, it is agreed that the SOCWA Entity may make such repairs and replacements and the actual cost of the required labor or materials shall be chargeable to and payable by CONTRACTOR.
Section 8.2 Non-Exclusive
The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by this Agreement or by law. The remedies provided herein shall not be exclusive and SOCWA Entities shall be entitled to any and all remedies provided by law.
PREVAILING WAGE LAW
CONTRACTOR shall comply with the requirements of this Section with respect to any installation, repair, maintenance or other work constituting a public works under California Labor Code sections 1720 et seq. and 1770 et seq., and California Code of Regulations, title 8, section 16000 et seq. (collectively, “Prevailing Wage Laws”).
Section 9.1 Registration
CONTRACTOR must be, and must require its subcontractors to, be registered with the California Department of Industrial Relations (“DIR”) pursuant to Labor Code section 1725.5, prior to execution of this Agreement. No contractor or subcontractor may be listed on a bid proposal for a public works project, or may be awarded a contract for public work on a public works project, unless it registers with and pays an annual fee to the DIR. CONTRACTOR shall submit proof of current registration, and shall require subcontractors to submit proof of current registration, to SOCWA Entities prior to commencing work on the project. This registration requirement does 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 project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.
Section 9.2 Prevailing Wages
CONTRACTOR agrees to comply with and require its subcontractors to comply with the requirements of Prevailing Wage Laws and any additional applicable California Labor Code provisions related to such work including without limitation payroll recordkeeping requirements. CONTRACTOR and its subcontractors shall pay not less than the prevailing rate of per diem wages as determined by the Director of the DIR for all services described in this Agreement and as required by law. The general prevailing wage determinations can be found on the DIR website at: http://www.dir.ca.gov. Copies of the prevailing rate of per diem wages may be accessed at SOCWA’s administrative office, and shall be made available upon request. CONTRACTOR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services described in this Agreement available to interested parties upon request, and shall post and maintain copies at CONTRACTOR’S principal place of business and at all site(s) where services are performed. Penalties for violation of Prevailing Wage Laws may be assessed in accordance with such laws. For example, CONTRACTOR shall forfeit, as a penalty to SOCWA Entities, Two Hundred Dollars ($200) for each calendar day, or portion thereof, for each workman paid less than stipulated prevailing rates for services performed under this Agreement by him, or any subcontractor under him, in violation of Prevailing Wage Laws. CONTRACTOR shall defend, indemnify and hold each SOCWA Entity, and each of their respective officials, officers, directors, employees, agents and volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of the failure or alleged failure of CONTRACTOR or its subcontractors to comply with Prevailing Wage Laws.
Section 9.3 Payroll Records
CONTRACTOR and each of its subcontractors shall keep accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by CONTRACTOR or subcontractor in connection with the services performed pursuant to this Agreement. Each payroll shall be certified, available for inspection, and electronic copies thereof furnished directly to the Labor Commissioner (also known as the Division of Labor Standards Enforcement) (A) at least monthly or more frequently or (B) in a format prescribed by the Labor Commissioner, as prescribed in California Labor Code section 1776, including any required redactions. CONTRACTOR shall keep SOCWA Entities informed as to the location of the records and shall be responsible for the compliance with these requirements by all subcontractors. CONTRACTOR shall inform SOCWA Entities of the location of the payroll records, including the street address, city and county and shall, within five (5) working days, provide a notice of any change of location and address. Penalties for noncompliance include a forfeiture of One Hundred Dollars ($100) per calendar day, or portion thereof, for each worker until strict compliance is effectuated, which may be deducted from any moneys due CONTRACTOR.
Section 9.4 Workday and Hours
Eight (8) hours of work shall constitute a legal day’s work. CONTRACTOR and any subcontractors shall forfeit, as a penalty to SOCWA Entities, Twenty-Five Dollars ($25) for each worker employed in the execution of services pursuant to this Agreement by CONTRACTOR or any of its subcontractors for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any calendar week in violation of the provisions of the California Labor Code, in particular, sections 1810 to 1815, thereof, inclusive, except services performed by employees of CONTRACTOR and its subcontractors in excess of eight (8) hours per day at not less than one and one-half (1 ½) times the basic rate of pay, as provided in California Labor Code section 1815.
Section 9.5 Apprentices
CONTRACTOR’S attention is directed to the provisions of California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning employment of apprentices by CONTRACTOR or any of its subcontractors. If applicable to the services to be performed under this Agreement, CONTRACTOR shall comply with such apprenticeship requirements and submit apprentice information to SOCWA Entities. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the DIR or from the Division of Apprenticeship Standards. Knowing violations of section 1777.5 will result in forfeiture not to exceed One Hundred Dollars ($100) for each calendar day of non-compliance pursuant to section 1777.7.
Section 9.6 Subcontractors
CONTRACTOR shall require any subcontractors performing services under this Agreement to comply with all of the above.
GENERAL
Section 10.1 Entire Agreement/Modification/Interpretation This Agreement represents the entire understanding of SOCWA Entities and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be amended, modified or altered except in writing, signed by the parties. This Agreement shall not be construed against the party preparing it, but shall be construed as if both parties prepared it.
Section 10.2 Supremacy
In the event of any conflict between this Agreement and any attachments hereto, this Agreement shall prevail.
Section 10.3 Notices
Any notice required or permitted to be given hereunder if not otherwise specified herein may be given or delivered by depositing the same in the United States Post Office, registered or certified, postage prepaid, or by personal service or hand delivery, and addressed to:
SOCWA: Attn: Amber Boone, General Manager South Orange County Wastewater Authority 34156 Del Obispo Street Dana Point, CA 92629
City of San Clemente: Attn: City Clerk
910 Calle Negocio
San Clemente, CA 92672
CONTRACTOR: Attn: Kingston Leung
Integrity Municipal Systems LLC 13135 Danielson St., Suite 204 Poway, CA 92064
Section 10.4 Governing Law and Venue
California law shall govern the interpretation of this Agreement. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure 394.
Section 10.5 Attorneys’ Fees
In the event an action is commenced by either party to enforce its rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery awarded by the court, shall be entitled to recover all costs and expenses, including court costs, plus a reasonable amount for attorneys’ fees.
Section 10.6 Severability
If any section of this Agreement or provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
Section 10.7 Non-Exclusive
CONTRACTOR may represent, perform services for, and contract with as many additional clients, persons, or companies as CONTRACTOR, in its sole discretion, sees fit.
Section 10.8 Independent Contractor
CONTRACTOR is an independent contractor and not an employee of SOCWA Entities. CONTRACTOR is free from the control and direction of SOCWA Entities in connection with the performance of the work, CONTRACTOR performs work that is outside the usual course of SOCWA Entities’ business, and CONTRACTOR is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed. To the maximum extent allowable by law, CONTRACTOR agrees to indemnify, defend and hold harmless SOCWA Entities from any and all liability, damages or losses (including attorneys’ fees, costs, penalties and fines) SOCWA Entities suffer as a result of a third party’s designation of CONTRACTOR or its employee as an employee of SOCWA Entities, regardless of any actual or alleged negligence by SOCWA Entities.
Section 10.9 No Establishment of Joint Powers
SOCWA Entities each acknowledge and agree that this Agreement is not intended to and does not establish a joint exercise of powers arrangement under and pursuant to the laws of the State with respect to contractual matters hereunder among such agencies; further, SOCWA Entities each agree that any joint powers agreements between SOCWA Entities shall have no effect on this Agreement and the rights and obligations of the parties hereunder.
Section 10.10 Authority
The person signing this Agreement on behalf of each party hereto represents he or she has authority to sign on behalf of, respectively, SOCWA Entities or CONTRACTOR.
Section 10.11 Assignment of Agreement
No assignment of this Agreement shall be effective unless agreed to in writing by both parties.
Section 10.12 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original.
Section 10.13 Audits
If this Agreement involves an expenditure of public funds in excess of Ten Thousand Dollars ($10,000), the Agreement is subject to examination and audit of the State Auditor, at the request of SOCWA Entities or as part of any audit of SOCWA Entities, for a period of three (3) years after final payment under the Agreement. CONTRACTOR shall cooperate with SOCWA Entities regarding such audit at no charge to SOCWA Entities.
Section 10.14 Provisions Required by Law
Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though they were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the request of either party, the Agreement shall forthwith be physically amended to make such insertion.
Section 10.15 Waiver
Neither acceptance of, nor payment for any of the services provided for herein, shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
IN WITNESS WHEREOF, the parties have hereto caused this instrument to be executed the day and year first above written.
SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
By: Date: General Manager
APPROVED AS TO FORM:
By: General Counsel
CITY OF SAN CLEMENTE
By: Date:
Andy Hall, City Manager
ATTEST:
By: ____________________________
Laura Campagnolo, City Clerk
APPROVED AS TO FORM:
By: ____________________________
Elizabeth A. Mitchell, City Attorney
INTEGRITY MUNICIPAL SYSTEMS
By: Date: Authorized Representative
Title:
EXHIBIT A
SCOPE OF WORK
Initial Assessment and Reporting – Before beginning any other service or maintenance of SOCWA equipment, Provider will conduct a complete inspection of each odor control vapor scrubber system including all internal system components for the following:
SOCWA’s six (6) scrubbers
Provider shall provide a complete written report detailing the condition of each scrubber, as well as any extraordinary work, including an estimate of parts and labor that may be required to bring any of the scrubbers up to operational standards. A report shall be submitted to the Chief Plant Operator and the report will include photographs of all components to document their current state. Any work recommended in the report will be the subject of a separate agreement and will be undertaken at the sole discretion of the plant’s owner.
SOCWA LO/PRO® multi-stage Odor Control Scrubber Systems – SOCWA has six (6) LO/PRO® multi-stage Odor Control Scrubber Systems. These systems are located at: J.B. Latham Treatment Plant (two (2) each), Regional Treatment Plant (three (3) each), and Coastal Treatment Plant (one (1) each). The odor control scrubber systems will be serviced every month, and acid-washed on an as-needed basis at the direction of the Plant’s Chief Operator.
Monthly Service – Provider will perform the following services and maintenance, according to the prescribed schedule and services outlined below:
Monthly Service, Inspection and Maintenance of the LO/PRO® multi-stage Odor Control Scrubber Systems Calibrations
Reset
Minor repairs made when necessary, and consumable parts will be replaced as part of the monthly service.
System Inspection
Recirculation Discharge Pressure
pH and ORP each Stage
Scrubber Differential Pressure
Mist Eliminator Differential Pressure
Makeup Water Flow Rate
System Performance
Measure Inlet/Outlet H2S Concentrations Removal Efficiency Measure Airflow Rate (Annually)
Instrumentation
Calibration of pH and ORP Probes
Adjustment of Controller Settings
Electrical
Inspection of all Electrical Parts and Control Panel
Voltage and Amperage Measurement of all Motors
Verification of Control Logic
Recirculation Pumps
Check Couplings
Check for Upset Conditions (leaks, noise, vibration, etc.) Chemical Metering Pumps
Verify Pumps are Functioning Properly
Check for Leaks
Major Repairs – Should major rebuild work be required (parts or labor in excess of $25), Provider will prepare a written estimate for the Plant’s Chief Operator’s review and written approval before any additional work is initiated.
Media Acid Washing – Provider shall perform an acid wash on each of the six (6) LO/PRO® multi- Stage Odor Control Scrubber Systems on an as-needed basis as requested in writing to the Plant Chief Operator. Provider shall schedule the acid wash with the Chief Operator before it is performed. Provider is responsible for providing all personnel and material as well as disposal of all material required to perform the acid wash. The cost of chemicals, disposal, new caustic, acid, and miscellaneous items will be billed in accordance with Attachment A entitled “Compensation for Services and Maintenance of Odor Control Vapor Scrubber System” and should appear on the invoice for the month in which the acid wash was performed. The acid wash for the LO/PRO® multi- Stage Odor Control Scrubber Systems will include:
Removal of the existing caustic
Disposal of caustic (*)
Providing necessary acid to clean scrubber
Disposal of acidic brine (*)
Disposal of rinse water (*)
Filling of the scrubber with fresh caustic
(*) Provider can propose to return spent chemical(s) or other liquids to the treatment plant. The materials cannot interfere with the operations of the treatment plant or regulatory compliance of the treated effluent. Provider should describe this process in the proposal and include key parameters like pH, BOD, TSS, turbidity, etc.
Chemical Pump Preventative Maintenance (PM) – Provider shall perform on an annual basis, unless instructed otherwise by the Plant’s Chief Operator, Meter Pump preventative maintenance, which will include at a minimum oil change, diaphragm replacement, and check valve PM kits. Labor for this service is part of the service contract; parts will be billed in accordance with Attachment A entitled “Compensation for Services and Maintenance of Odor Control and Emergency Vapor Scrubber System.” Monthly Reporting – Provider will prepare and submit to each Plant’s Chief Operator a monthly written report detailing the status of each Odor Control Scrubber System. The report will detail all the inspection findings, all parts, including consumables, replaced, all minor repairs made, calibrations reset, and any recommendations made for rebuilds, overhauls, etc. The report will also include any quarterly, annual, or as needed work that may have been performed during that month. This report shall be submitted within ten (10) days working after the monthly inspection.
Emergency Calls – Provider will provide on-call services to rapidly return the scrubbers back to operational services. These services will be done on a time and material basis at the request of the Plant Chief Operators.
EXHIBIT B
FEE SCHEDULE
Total compensation for services rendered to the City of San Clemente under this Agreement shall not exceed $26,655 per fiscal year.
EXHIBIT C
SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS
General: In addition to the requirements set forth in proposal and Contract documents, Vendor, Consultant, or Contractor ("Contractor") shall adhere to the following requirements.
Safety Meeting: Contractor shall meet with personnel from SOCWA's staff before the start of the Agreement. All subcontractors should be present at this meeting. Contractor is responsible for informing all subcontractors of the items discussed at this meeting. This meeting shall occur within five (5) working days of the Notice to Proceed.
Personal Protective Equipment: SOCWA requires, safety glasses, long pants, shirts, and safety toed footwear will be worn on the plant premises and SOCWA job sites. In addition, hard hats, safety glasses, Class 2 safety vest, and safety toed footwear are required on all construction sites and where posted. Other personal protective equipment is required where posted or required by regulation. Face shields and safety goggles shall also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments, and observations. It is the responsibility of Contractor to inform the delivery truck drivers of this obligation and train them in these requirements. Lack of safety equipment or failure to use safety equipment will be cause for termination of the Agreement.
Regulations: Contractor agrees to conform to all applicable Federal and State Occupational Safety and Health Act (OSHA), California Labor Code, South Coast Air Quality Management District (SCAQMD), and California Hazardous Waste and Federal Department of Transportation regulations. Lack of compliance with applicable regulations may be cause for termination of the Agreement.
SOCWA Policy: Contractor agrees to conform to all applicable SOCWA policies, procedures, and programs. SOCWA policy is more stringent than Cal-OSHA in many instances. Contractor shall be responsible for obtaining applicable SOCWA policies, procedures, and programs from SOCWA. Lack of compliance with applicable SOCWA policies, procedures or programs may be cause for termination of the Agreement.
Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the speed limit may have their vehicle banned from the site.
Periodic Safety Meetings: The Contractor agrees to send representatives to periodic Contractor Safety meetings if the Contractor is on-site, or if this Agreement is in effect.
MSDS Sheets: Contractor shall provide SOCWA with Material Safety Data Sheets (MSDS) for all applicable materials before the material is brought on site.
Materials Spill Response Plan: Contractor shall have and maintain an effective materials spill response plan to minimize environmental impacts. Said plan must be forwarded in writing to SOCWA approximately 30 calendar days after the award of the Agreement, and prior to providing scheduled services.
Smoking: Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with SOCWA Smoking policy will be cause for the removal of offending personnel from the site, termination of the Agreement, or both.
Training Certification: When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified. Certificates shall be current. Lack of certificates, when required, will be cause for removal of offending personnel form the site, termination of the Agreement, or both.
Drug-Free Workplace: Employers awarded a contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357.