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HomeMy WebLinkAboutReso 160-2023 ( 23-927)Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 1 of 16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND DU-ALL SAFETY, LLC THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and Du-All Safety, LLC (“Consultant”) (together sometimes referred to as the “Parties”) as of October 1, 2023 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on October 1, 2026 the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $360,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 2 of 16 pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ▪ Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); ▪ The beginning and ending dates of the billing period; ▪ A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance availa ble under the Agreement, and the percentage of completion; ▪ At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each pe rson, a brief description of the work, and each reimbursable expense; ▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; ▪ The amount and purpose of actual expenditures for which reimbursement is sought; ▪ The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 3 of 16 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non - California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 4 of 16 Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of pe r diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wage s actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to propert y that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 5 of 16 representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consulta nt shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for a ny and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the altern ative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Lia bility Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non - owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 6 of 16 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, emp loyees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self -insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 7 of 16 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consu ltant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 8 of 16 not prevent any of the parties to this agreement from satisfying or paying the self - insured retention required to be paid as a precondition to the insurer’s liabi lity. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or wit hhold any payment that becomes due to Consultant hereunde r, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 9 of 16 liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnifi cation and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoeve r as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 10 of 16 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to whi ch City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontracto rs have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any service s that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 11 of 16 In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 12 of 16 City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclo sure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 13 of 16 Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any o ther term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 14 of 16 Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Leah Lockhart ("Contract Administrator"). All correspondence shall be directed to o r through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: City: Du-All Safety, LLC 45950 Hotchkiss Street Fremont, CA 94539 [email protected]/(510) 651-8289 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 15 of 16 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design respo nsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be b inding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 16 of 16 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 17 of 4 EXHIBIT A SCOPE OF SERVICES The following scope of services is a menu of safety services that Du-All Safety will provide to the City of South San Francisco. a) Assessments of, development of, or updates to, written safety programs, policies, and procedures required by law. These include, but are not limited to: • Aerosol Transmissible Diseases (ATD), 8 CCR 5199. • Asbestos, 8 CCR 1529. • Bloodborne Pathogen, 8 CCR 5193. • Chemical Hygiene Plan, 8 CCR 5191. • Codes of Safe Practices, 8 CCR 1509. • Confined Space, 8 CCR 5157. • COVID19, 8 CCR 3205. • Emergency Action Plan, 8 CCR 3220. • Ergonomics, 8 CCR 5110. • Electrical Safety, NFPA 70E. • Fall Protection, 8 CCR 1669. • Fire Prevention Plan, 8 CCR 3221 • Hazard Communication, 8 CCR 5194. • Heat Illness Prevention, 8 CCR 3395. • Hearing Conservation, 8 CCR 5099. • Hot work, 8 CCR 4848. • Injury & Illness Prevention, 8 CCR 3203. • Lockout & Tagout, 8 CCR 3314. • Personal Protective Equipment (PPE), 8 CCR 3380. • Respiratory Protection, 8 CCR 5144. • Rigging, 8 CCR 4999 • Workplace Violence, 8 CCR 3203. b) Assist with the following safety recordkeeping requirements: • Accident Investigations • CAL/OSHA 300 Log • Required Posting • Employee Communications • Inspections & Assessments • Safety Training Records • Industrial Hygiene Surveys • Safety Committee Participation • Medical Surveillance c) Provide assessments of, development of, or updates to, written environmental health programs and related permits. The environmental services and written programs that are available include: • Air Quality Management District Air Permits, Local Regulation. • Hazardous Materials Business Plan, CH&SC 25500. • Hazardous Waste Management, 22 CCR 66261 – 66280. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 18 of 4 •Medical Waste Management, CH&SC 117935 & 117960. •Spill Prevention and Countermeasures Plan, 40 CFR 112 •Storm Water Pollution Prevention Program, Order 97-03-DWQ. •Underground Storage Tank Management, 23 CCR 2600 -2715. d)Assist with the following environmental health recordkeeping requirements: e)Perform risk assessments and job hazard analysis (JHA) of statutorily defined hazardous operations. f)Conduct periodic environmental health and safety facility inspections to comply with 8 CCR 3203 (a)(4). These observed findings are provided in a checklist format with any recommended corrective actions. These inspections are valid for thirty days and designed to comply with the 8 CCR 3203 (a)(4) inspection requirements. These inspections are not engineering or structural design inspections or reviews. Client is responsible for the implementation of any recommended corrective actions. g)Provide on-site training at the written direction of the client. Topics include: 72 hours’ notice is required to cancel any scheduled training. Minimum of 4-hour charge for any class or site visit. Twenty-five percent (25%) additional charge will be added to weekend or evening training. There will be no additional charge to provide classes via webinars, including provider/Zoom Pro. license fees. •Chemical Inventory •MSDS Procurement •Spill Response Systems •Facility Mapping •CFC-12 & HFC-134 compliance •Hazardous Material Placarding •ATD Standard1,2 •Fall Protection 1 •Lane Closure 1 •Automotive Lift Safety •Fire Extinguisher 1,2 •Lead Handling 1 •Asbestos 1,2 •First Aid/CPR/AED 1 •Lockout /Tagout 1,2 •Back Safety •First Responder 1,2 •Machine Tools 1 •Bloodborne Pathogen2 •Forklift Certification 1 •Utility Location1,2 •COVID19 1 •Hazard Communication1 •PPE 1 •Confined Spaces 1 •Hazardous Waste 1,2 •Lawn Mowers1 •DOT Requirements 1 •HAZWOPER1,2 •Respiratory Protection 1,2 •Driver Safety •Heat Illness 1 •Silica Safety •OSHA 10/30 hour •Hearing Conservation 1,2 •Scaffolding Safety 1,2 •Electrical Safety 1 •Hot Work 1 •Spill Response •Emergency Response •Injury & Illness Prev.1 •Trenching & Shoring 1 •Ergonomics •Ladder Safety 1 •Workplace Violence 1 Indicates training by statute. 2 Indicates annual training requirement by statute. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 19 of 4 Client has an irrevocable license to reproduce all Du-All Safety copy written materials, including training materials developed by Du-All Safety, for the Client’s internal use only. No transfer to other employers or employees of another business name is allowed. Training options: 1) Onsite instructor-led training (observing COVID protocols) 2) Live instructor-led web-based classroom via Zoom. Pre-recorded Zoom classes with 24/7 employee access, including tests and completion tracking for recordkeeping. Client will be provided with easy-to-understand webinar access navigation instructions, including links, passcodes, and live office support 7:00-4:00 PM Monday through Friday. Provide Zoom training recording, storage, and employee access for all classes requested to be recorded for an additional fee that is provided below. The fee is per class, per month. All classes will include reports of; employee attending, date/time(s) and duration of attendance/completion(s). 3) Blended training – A combination of live or pre-recorded web-based training, followed by hands-on proficiency training scheduled with each employee individually. 4) Online training – 85 general safety topics designed to provide awareness-level knowledge for new employees and employees who may have missed required safety training outlined in options 1 -3 of this section. This is provided to support supervisors’ efforts to provide awareness-level safety training prior to exposing employees to hazards associated with performing their job. List of online courses is provided in the appendix of this proposal. 5) Open enrollment classes held regularly at Du-All Safety, LLC in Fremont, CA will be provided at half price during the course of this agreement. 6) Provide general Environmental Health and Safety (“EH&S”) consultation services upon written request and direction by the client, which may include the following: • Develop and maintain an EH&S training matrix that identifies each employee group and the required training and refresher frequency for each subject. • Develop and maintain an annual EH&S plan of action that identifies the compliance tasks targeted for each month. • Assist with regular scheduled safety committee meetings and/or tailgate meetings. • Conduct JSA’s and/or AHA’s. • Conduct and evaluate emergency drills. • Maintain copies of all training records. • Prepare safety training outlines, materials, and schedule for Client approval. • Prepare materials and have specialists available to assist at special management meetings as needed. • Assist with any regulatory agency inspection (i.e., EPA, CUPA, County Health Dept., Fire Dept., Cal/OSHA, BAAQMD, DTSC, USACE, etc.). • Conduct ergonomic workstation evaluations. • Conduce accident investigations and help supervisors with their reporting requirements. Consulting Services Agreement between [Rev:11.14.2016] 09/27/2023 City of South San Francisco and Du-All Safety, LLC Page 20 of 4 EXHIBIT B COMPENSATION SCHEDULE Monthly Environmental Health & Safety Service Pricing •FY24 $135/hr. •FY25 $140/hr. •FY26 $145/hr. •FY27 $150/hr. •FY28 $155/hr. Not to exceed $120,000/year. Total contract: 3 years. Hours can be used to provide any available service listed in the scope of services, whether it be for training, inspections, written programs, site assessments, special meetings, accident investigations, recordkeeping, OSHA replies, etc. Du-All Safety will not charge for copies, certificates, mileage (except medical surveillance as listed below), licenses, administrative fees, etc. Webcast Recording and Web Hosting Fees: •$350/class/month for unlimited access. Includes customized training, tests, certificates, supervisor completion confirmation reports, training material updates to meet written program requirements. Medical Surveillance and Audiogram Fees On-Site Audiometric Testing 1 (Hearing Test) 10 or Less Tests = $400 Total Fee + mileage 11 to 19 Tests = $475 Flat Fee + mileage 20 to 40 Tests = $24 per Test + mileage 41 to 60 Tests = $22 per Test + mileage 61 to 100 = $19 per Test + mileage On-Site Respirator Fitting Testing1,2 Quantitative Fit Test $35 per test + mileage Minimum TBD based on location Qualitative Fit Test: $135 per hour + travel On-Site Respiratory Medical Evaluations 1,2,3 Includes: •Pulmonary Function Test •Spirometry •Physician Review •Test Trending $65 Per Test + mileage •On-site fee of $200 will apply if 10 or less to be tested at a visit •Client understands that there is a guaranteed minimum contract charge based on 90% of the total number of employees scheduled for testing during the agreed upon testing date/time. •A stand-by fee of $200.00 per hour will be charged when the van and employees remain on-site longer than scheduled to wait for client employees that are working. •Cancellations must be made within 7 working days of the original test date or a cancellation fee of 90% of the total contract will be charged. •Mileage: $0.60 per mile from Santa Cruz per round trip will apply. 10/31/2022 Ferguson-Leavitt Insurance 1662 US Highway 395 N. Suite 101 Minden NV 89423 Christine Emmons (775) 782-5489 (775) 782-3630 [email protected] Du-All Safety 45950 Hotchkiss Street Fremont CA 94539 Homeland Insurance Company of New York 34452 James River Insurance Company 12203 Employers Compensation Insurance Company 11512 Underwriters at Lloyds of London 15792 22-23 Master A Y Y 7930115470001 11/01/2022 11/01/2023 1,000,000 300,000 15,000 1,000,000 2,000,000 2,000,000 POLLUTION LIABILITY 1,000,000 B CA43601172-03 11/01/2022 11/01/2023 1,000,000 A 7930115480001 11/01/2022 11/01/2023 2,000,000 2,000,000 C Y EIG240384806 11/01/2022 11/01/2023 1,000,000 1,000,000 1,000,000 D PROFESSIONAL LIABILITY RETRO 3 APR 2013 B0621PDUAL000722 11/01/2022 11/01/2023 EACH OCCURRENCE $2,000,000 GENERAL AGGREGATE $2,000,000 City of South San Francisco, its officers, employees, agents and volunteers are included as Additional Insured with respect to General Liability, insurance is Primary and Noncontributory, and Waiver of Subrogation applies, when required in written contract per policy provisions, conditions, and exclusions. Wavier of Subrogation further applies to Work Comp when required in written contract per policy provisions, conditions, and exclusions. City of South San Francisco 400 Grand Ave Soth San Francisco CA 94080 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Exhibit C Policy Number: OBENV GE 320 (11 20) Contains copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: The following is added to the Transfer Of Rights Of Recovery Against Others To Us condition of SECTION IV – CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the SCHEDULE above because of payments we make for injury or damage arising out of your negligence during: 1.Your ongoing operations; or 2.Your work; performed under a written contract with such person or organization and included in the products-completed operations hazard. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) in the written contract prior to loss. This waiver applies only to the person or organization shown in the SCHEDULE above. All other terms and conditions remain the same. Any person or organization that the "Named Insured" agreed to waive its rights of recovery against in a fully executed written contract. E-INSURED 793-01-15-47-0001 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective Policy No. Endorsement No.Issued to Premium By: Carrier Code (Ed. 4-84) Authorized Representative Countersigned at on at 12:01 AM standard time, forms a part of Of the WC 04 03 06 © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Schedule Person or Organization Job Description WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _____% of the California workers' compensation premium otherwise due on such remuneration. With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 This policy is subject to a minimum charge of $250 for the issuance of waivers of subrogation 11/01/2022 EIG 2403848 06 DU-ALL SAFETY LLC 00920 EMPLOYERS PREFERRED INS. CO. Policy Number: OBENV GE 319 (11 20) Contains copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured under this policy provided that: a.The additional insured is a named insured under such other insurance; and b.The Named Insured has agreed in writing in a contract or agreement that this insurance would: (1)Act primary to any other insurance available to the additional insured; and (2)Would not seek contribution from any other insurance available to the additional insured. All other terms and conditions remain the same. E-INSURED 793-01-15-47-0001 Policy Number: OBENV GE 351 (09 20) Contains copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 Copyright 2020, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSESS OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations: A.SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or environmental damage caused, in whole or in part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the products- completed operations hazard. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to 1. Limits of Insurance in SECTION III – LIMITS OF INSURANCE AND DEDUCTIBLE: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain the same. Intact Insurance Group USA LLC Any person or organization that the Named Insured agreed to add as an additional insured in a written contract or written agreement that was fully executed by the Named Insured prior to the performance of the Named Insured's work that is the subject of such written contract or written agreement. Any location, and completed operations at such location, where required by the written contract or written agreement in which the Named Insured agreed to add the person or organization qualifying as an additional insured under this endorsement. E-INSURED 793-01-15-47-0001 Policy Number: OBENV GE 346 (01 19) Contains copyrighted material of Insurance Services Office, Inc. with its permission. Copyright 2019, Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION – FORM III This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage, environmental damage or personal and advertising injury caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to bodily injury, property damage or environmental damage occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) a t the location of the covered operations has been completed; or Intact Insurance Group USA LLC Any person or organization that the Named Insured agreed to add as an additional insured in a written contract or written agreement that was fully executed by the Named Insured prior to the performance of the Named Insured's work that is the subject of such written contract or written agreement. Any location, and completed operations at such location, where required by the written contract or written agreement in which the Named Insured agreed to add the person or organization qualifying as an additional insured under this endorsement. E-INSURED 793-01-15-47-0001 OBENV GE 346 (01 19) Contains copyrighted material of Insurance Services Office, Inc. with its permission. Copyright 2019, Page 2 of 2 2.That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain the same. Intact Insurance Group USA LLC [OPTIONAL] EXHIBIT D FORM 590 MASTER EQUIPMENT TRIAL AND PURCHASE CONTRACT FOR “SLG®” Separation Treatment Three-Phase Solution – Solid / Liquid / Gas AT THE CITY OF SOUTH SAN FRANCISCO __________ ____, 2023 This Trial and Purchase Contract (“Contract”), dated ______ __, 2023, is made by and between OREGE NORTH AMERICA INC., a Delaware corporation, with offices at 100 Chamisa Road, Covington, GA, 30016 (“Orege”); and The City of South San Francisco, a public utility with offices at 400 Grand Avenue, South San Francisco, 94080 (“Customer” or “City”) Orege and Customer are sometimes referred to herein individually as “Party” and collectively as “Parties”. BACKGROUND ORÈGE SA, the parent company of Orege, specializes in the treatment of municipal and industrial effluents (wastewater and sludge) and has developed innovative solutions in this field, among which are some patent-protected technologies, based on specific scientific and technical Intellectual Property Rights. ORÈGE SA has filed several patent applications relating to the Process, covered by this Contract, and has licensed that technology to Orege. Customer owns and operates the South San Francisco – San Bruno Water Quality Control Plant at 195 Belle Aire Road, South San Francisco, CA 94080, (the “Plant”). Customer wishes to try and purchase the SLG® Solution, upon the condition that Orege demonstrates the effectiveness of the SLG® Solution at the Plant, by meeting the performance criteria set forth on Schedule A at the conclusion of the Field Test. NOW, THEREFORE, Orege and Customer agree, as follows: Article 1 – Definitions The following terms shall have the meanings ascribed to them below: “Acceptance” occurs upon the signature, or deemed signature if the Acceptance Certificate is not signed within five (5) Business Days of Orege request showing that the Satisfactory Results were reached by the Parties of an Acceptance Certificate. If Customer believes that Satisfactory Results have not been achieved, Customer shall within five (5) Business Days of Orege request provide Orege a written statement to that effect which details the reasons therefor. “Acceptance Certificate” means the certificate attached in Schedule C to this Contract that will be signed or deemed to be signed by the Parties to confirm that Satisfactory Results have been obtained in conformity with this Contract, or waived by Customer. “Affiliate” means with respect to a Party, any other Person that, directly or indirectly (through one or several other entities), is controlled by, controls or is under common control with that Person. “Baseline” means the mutually agreed measured outputs of the dewatering and polymer makedown equipment when operated within the fixed Baseline Operation Parameters (BOP) and includes but is not limited to the daily, weekly, or yearly average values of the feed sludge concentration (TS), Polymer Treatment rate (lb./DT), Polymer Concentration, cake dry solids (DS), and filtrate quality (TSS). The Baseline and its stability will be confirmed by Orege during execution of this Contract in accordance with Schedule B and Article 4 of this Contract. Baseline Operation Parameters (BOP) means the Customer’s normal operating parameters (settings) of the dewatering equipment and polymer injection/mixing equipment that are fixed and the Operating Conditions that have been normally used to produce the Baseline provided to Orege by the Customer and mutually agreed in accordance with Schedule B and Article 4 of this Contract and for the purposes of this Contract are fixed. “Business Day” means any day other than (a) Saturday and Sunday and (b) any other day on which banks located in Atlanta, Georgia are required or authorized by applicable law to remain closed. “Commissioning” means the dry and wet testing which occurs after the performance of the Temporary and Final Installation obligations detailed on Schedule B “Confidential Information” means information owned by or licensed to a Party or any of its Affiliates, subsidiaries or related entities and includes, but is not limited to, any oral, written, graphic or machine-readable information including, but not limited to, information relating to patents, patent applications, research, product plans, products, prototypes, developments, inventions, processes (including in the case of Orege, the Process), designs, drawings, engineering, formulae, knowledge including know-how, markets, software (including source and object code), hardware configuration, computer programs, algorithms, logins and passwords, regulatory information, reports, studies, test data, and analysis, reagents, chemical formulas, business plans, agreements with third parties, services, customers, material and manufacturing specifications, suppliers, marketing or finances, Improvements, Results, Know-How, identified by the disclosing party orally or in writing to be confidential or proprietary, or which information, under the circumstances, might reasonably be expected by the Party to whom such information is disclosed to be confidential or proprietary. Confidential Information of Orege includes, but is not limited to, (i) Improvements derived by Customer, its Affiliates, representatives including from access to Orege’s facilities; (ii) any and all software, reports, memoranda, documents, developments, or other results that are directly related to Orege’s business, (iii) Know-How, (iv) the SLG® Solution, and; (v) results. Confidential Information which is composed of a combination, compilation or sequential arrangement of individual elements or features which individual elements are available to the general public or are or were known or become known to Customer, its Affiliates, representatives shall be considered Confidential Information with respect to such combination, compilation or sequential arrangement. These obligations of confidentiality do not apply if the Party having received the information provides proof that:  the information, at the time that it was provided, was already in its possession or accessible to the public in a manner that was not in violation of the provisions of these this Contract or any other confidentiality obligation,  when it was provided, the information was received lawfully from a third party and was not covered by a non-disclosure agreement,  the information was developed by it before it was provided, or  the information must be provided to competent regulatory or judicial authorities, following a justified request from them, or pursuant to applicable law such as the California Public Records Act ; provided, however, that prompt written notice of such requirement is made to the other Party and the disclosure is limited to the minimum extent required by law. “Contract” means this Contract to try and purchase the SLG® Solution, including its Schedules and Background section, and the Project Plan, which constitute an integral part of it, as well as any amendment into which the Parties might enter from time to time. “Delivery” means the date the Equipment arrives at the Plant as indicated herein. “Dewatering Equipment” means the equipment, existing at the Plant, used for the purposes of dewatering the Sludge and includes the sludge feed pump, belt filter press, polymer preparation/makedown, maturation and pumping equipment. “Documentation” means the user’s manual(s) for the Equipment. “Documents” means designs, plans, specifications, instructions, programs, software, manuals, data, files and other documents relating to the SLG® Solution as well as the information that they contain. “Effective Date” means the date of this Contract indicated on the title page of this Contract. “Equipment” means the SLG® Unit(s) as defined on Schedule B. “Field Test” means the test to be performed as described on Schedule B to demonstrate Satisfactory Results, in conformity with Schedule A. “Implementation Stages” means Installation, Commissioning and Process Adjustment in preparation for the Field Test conformity with Schedule B. “Improvements” means any and all changes and derivative inventions, including but not limited to enhancements, process adjustments, modifications, ideas, concepts, technical requirements, developments, evolutions, adjustments and/or amendments created, acquired, developed, reduced to practice or made or related at any time to the SLG® Solution, which are patentable or entitled to copyright protection or qualify as Know-How and any other Intellectual Property Rights related to the SLG® Solution created, acquired, developed, reduced to practice or made at any time. “Installation Certificate” means the certificate annexed to the Contract that will be signed by both Parties on the Final Installation Completion Date as per Schedule D. “Installation Completion” means that Orege has verified: (i) the physical integrity of the Equipment; (ii) the permanent electrical and hydraulic connections to the Equipment; and (iii) the hydraulic, electric and automation testing. “Installation Completion Date” means the date of the Final Installation Completion and is defined on the Installation Certificate. “Installation” means the performance of the obligations performed by the Parties before Final Commissioning; whose performance is certified by the signing of the certificate in accordance in Schedule D. “Installation Cost” means any and all fees and expenses incurred by Orege in the course of Installation of the Equipment and Process, including all Orege’s costs of labor, materials, expenses, allowances, and change orders. “Intellectual Property Rights” means any and all patent applications, patents, Improvements, Know-How, business and trade secrets, proprietary and other intellectual property rights, brands, trademark and copyright protection, technical documentation, computer software, hardware designs and models. “Know-How” means any and all technical data and information, assistance, practical knowledge, techniques and skill resulting from experience, testing (for Orege relating to the SLG® Solution), including but not limited to formulae, recommendations, standards, specifications, processes, methods, code books, raw materials and information, trade practices and secrets and ameliorations to any of the foregoing, including, but not limited to, non- patented, practical information resulting from experience and testing unless such information is not Confidential Information. “Material Default” means a default that is non-trivial and has a higher level of significance. By way of example only, it is a Material Default if (a) Customer breaches the restrictions on non-use or disclosure of Orege’s Intellectual Property or Confidential Information; or (b) Customer fails to pay any amounts required hereunder as and when such payment is due and such failure shall continue uncured for a period of ten (10) days after the date on which written notice thereof shall be given by Orege. “Operating Conditions” means the normal operation of the Upstream unit processes prior to the dewatering process at the Plant, as defined on Schedule B. “Orege” means Orege North America Inc. and Orège SA, as appropriate. “Orege Items” means Orege or Orège SA tools and/or materials that are not intended to be sold to or owned by Customer. “Orege Indemnifying Parties” means Orege, its workers, office clerks, employees, representatives, managers, officers, directors, agents, customers and consultants. “Orège SA” means the parent company of Orege North America, Inc. “Person” means any individual and any legal or other entity. “Plant” means the wastewater treatment plant specified above in this Contract. “Preventative Maintenance and Ongoing Process Adjustment” means number of visits 4, 3 days per visit per year from Orege technical personnel, as further defined in Article 11. “Process” means the conditioning method, technology owned by Orège, SA, patented or not, and licensed to Orege, as modified, enhanced and/or improved by Orège SA or its Affiliates together with any Know-How owned by Orege and Orège SA. “Project Plan” means the document (Schedule B) that describes the required steps to be completed before, during and after the Implementation Stages and Field Test and describes the information and measurement rules necessary to calculate Satisfactory Results based on the steps set forth on Schedule A. “Process Adjustments” means the adjustments made, tested and confirmed by Orege to the Customer’s BOP for the purpose of achieving satisfactory results as defined in Schedule A. “Prior Knowledge” means any and all patentable inventions, patents, Processes, software, documents, information, data, technical knowledge or knowledge of any other nature in general, Know-How, trademark, design, model or other Intellectual Property Right which was created, acquired, first developed or reduced to practice by, or licensed by third Parties to, a Party before the date of the Contract. “Purchase” means Customer’s purchase of the SLG® Solution after Satisfactory Results are achieved including Final Installation & Project Completion. “Satisfactory Results” means the results defined in Schedule A. “Site Visits” means access to the Plant for Orege and Orege invitees to observe the Implementation Stages and Field Test and/or the SLG® Solution in operation. “SLG® Solution” means the Equipment, Process, and any Orege or Orège SA Know- How and Process Adjustments that allows the Equipment to be deployed with upstream and/or downstream technology and/or machinery and also any adaptation of, or modification to, the BOP on the dewatering equipment and operation at the Plant required in connection with the performance of the Equipment, as described on Schedule B. “SLG® Unit” means Orège SA’s proprietary SLG® technology which performs the Process, and its peripherals, as more fully described on Schedule B. “Sludge” means the organic sludge produced at the Plant at the time the Baseline Operating Parameters are identified. “Supplementary Period” means ten (10) additional Business Days to rectify a default. “Taxes” means all, sales, use, value added or similar taxes duties or other items to be paid in accordance with applicable law or regulations. “Tax Benefits” means all deductions credits and other tax benefits available to an owner of property. “Term” means the term of this Contract starting on the Effective Date and concluding when the Trial Period lapses, all the obligations of the Parties hereunder have been satisfied, or the Contract is terminated in accordance with Article 8. “Trial period” means the the Implementation Stages and Field Test prior to the Purchase by Customer of the SLG® Solution(s). “Transfer” means to assign, contribute, sell, sublease or otherwise transfer. “UCC” means the Uniform Commercial Code of the jurisdiction applicable to the Contract. “Upstream Unit Processes” means the processes and/or equipment, upstream of the dewatering equipment, which are normally in service to produce the Sludge dewatered at the Customer’s facility and includes but is not limited to the Primary Clarifier, Biological Treatment Unit, Secondary Clarifier, Digesters, and sludge Blending/Storage in accordance with Schedule B “Warranty” means the undertaking defined in Article 11. “Warranty Period” means the time period set out in Article 11.2 during which Equipment is under Warranty. Article 2 – Purpose The purpose of this Contract is to set forth the terms and conditions of the Trial Period and then the Purchase by Customer of the SLG® Solution(s) after Satisfactory Results are achieved during the Field Test on the first SLG® and Customer is not obligated to purchase the SLG® Solution if Satisfactory Results are not met. Upon occurrence of the Purchase, the sale of the SLG® by Orege shall convey to Customer the non-transferable right for only Customer to use the Equipment at the Plant in compliance with the Contract. Any modification of the SLG® Solution(s) must be approved in writing signed by Orege and Customer. Article 3 – Contractual Documents The Contract consists of the following documents (which are to be read together as one document), listed in decreasing order of priority (in case of contradiction between or among any of their respective provisions): the Contract; Schedule A “Satisfactory Results”; Schedule B “Project Plan”; Schedule C ”Acceptance Certificate”; Schedule D “Final Installation Certificate”; Schedule E “ Matrix of Responsibilities” The Parties acknowledge being fully familiar with and having fully understood the Contract, including all the documents listed above. Article 4 – Trial Period This Article (together with Schedule B) details the progression of activities that Orege together with the Customer will follow to complete this Contract. The Parties’ duties and responsibilities are summarized in the Matrix of Responsibilities in Schedule E. The first item begins with identifying the Equipment that will be purchased (like the SLG ®) and that which will be process adjusted (like the Customers’ belt presses). Next, it discusses how the Customer’s Baseline will be verified throughout the Field Test so that the total benefit of the SLG® Solution is accurately compared to the Customer’s Baseline. The next step is for Orege to deliver the Equipment and work with the Customer to affect a temporary installation. Once installed, Orege Commissions the Equipment and temporary piping. The Process Adjustment phase occurs next, and this will include making adjustments to the Customer’s equipment as well as adjustments to Orege’s equipment so that they all work together to achieve Satisfactory Results according to Schedule A. Following the completion of the Process Adjustment phase, the Field Test will commence. Article 4.1 Implementation Stages & Field Test – The Implementation Stages and Field Test stages are described in further detail in the Project Plan in Schedule B and shall be performed in conformity with the provisions of this Contract, and as may be further defined in Schedule B. 4.1.1 Obligations of the Parties – The Matrix of Responsibilities (including for costs) in Schedule E is agreed to by Orege and the Customer. This matrix details the responsibilities of each Party for information, materials, labor, and utilities supply required for this Contract. The Parties undertake to (i) perform their obligations as described on the Matrix of Responsibilities and the Project Plan, which is attached hereto on Schedule B, and (ii) perform the changes to the dewatering operation, at their cost and risk, as Orege deem necessary, so long as such changes will not interfere with or otherwise adversely affect Customer’s operations and in conformity with Schedule B. The Parties agree and acknowledge that the performance of the obligations listed on Schedule B, Schedule E are essential to successfully complete the Implementation Stages and Field Test. 4.1.2 Equipment Scope of Supply – The scope of equipment supply is defined in Schedule B. 4.1.3 Delivery - The Equipment will be delivered by Orege to the Plant. Delivery timeframes are provided in this Contract for informational purposes only. Under no circumstances will Orege be liable for damages, indemnities, late penalties or the like, if delivery timeframes are delayed. Upon delivery, Customer shall with Orege Representative: (i) verify the Equipment that is delivered includes all components listed in this Contract and the absence of observable damage and defects, (ii) acknowledge delivery prior to Installation and when needed provide notification about any complaint relating to quantity and observable defects of quality. Equipment is deemed to conform to the Contract and to have no observable defects, except to the extent indicated otherwise. Orege reserves the right to choose the routing and the transporter. If shipment of Equipment is delayed due to the fault of Customer, Orege will be entitled to invoice the Customer for the costs of any delay when the Equipment is available to be shipped, without prejudice to Orege’s right to bill for storage charges. 4.1.4 The Equipment – During the Implementation Stages, Equipment: (a) will be the responsibility of Customer during non-business hours, except when Orege Personnel are physically on site; (b) can be moved and serviced only by duly appointed Orege employees or approved contractors; (c) are intended for exclusive use by Orege at the Plant for needs related to the Implementation Stages; (d) are intended to be the commercial unit(s) to be permanently installed if the SLG® Solution is Purchased for the Plant; and will be removed by Orege (at its own cost) at the end of the Field Test in accordance with the Contract, if Satisfactory Results have not occurred after the conclusion of the Field Test and the Purchase does not commence. Article 4.2 Baseline – The Parties agree that the Baseline is the product of the Baseline Operation Parameters (BOP) of the Customer’s equipment and Upstream Unit Processes Operating Conditions that have been in use at the plant to produce the historical performance data provided to Orege and that the BOP will remain fixed anytime that the Baseline is measured or verified. The Customer acknowledges that the historical performance data provided by the Customer has been utilized and relied upon by Orege to determine the Satisfactory Results as defined in Schedule A. However, because the Baseline can change due to no fault of Orege it is important to routinely verify the Baseline and if necessary, reset the Baseline immediately prior to the start of and during the process adjustment phase and prior to the start of and during the Field Test. The SLG® Solution sludge conditioning and the Process Adjustments made by Orege to the Customer’s Equipment work together to achieve Satisfactory Results. 4.2.1 Baseline Operating Parameters (BOP) – The Historical Baseline Operational Parameters (Settings) provided by the Customer are indicative of normal operation of the dewatering and ancillary equipment. The BOP has been utilized by the Customer to operate the existing dewatering system and the Customer further warrants and agrees that they have provided to Orege any seasonal modification to the BOP and that the BOP identified in Schedule B will be fixed for the purposes of this Contract and utilized to confirm and verify the Baseline during the term of this Contract. Should the Operating Conditions of the plant defined in Schedule B change for any reason the Customer must notify Orege within 24 hours of discovery by the Customer. 4.2.2 Customer Equipment - Customer warrants that the BFP and its wash boxes, belts, water pressure, rollers, and scraper blades are within manufacturer specification and fully functional. The Customer agrees, if required, to repair the existing dewatering equipment that is not functioning within manufacturer specifications and in a commercially reasonable manner, at its risk and cost, and at Orege’s request. 4.2.3 Baseline Verification and Measurement – The Historical and/or Current Baseline identified in Schedule B has been provided by the Customer and the Customer warrants that the Baseline was obtained using the BOP provided by the Customer. All Baseline verification sampling and measurement will be performed by Orege, full scale, bypassing the SLG® Solution and operating the Dewatering Equipment using the fixed BOP utilizing the sampling methods and measurement protocols as detailed in Schedule B. 4.2.4 Baseline Measurement Reporting – Orege will provide the Customer with notice prior to Baseline Verification and Measurement event(s) and Orege will provide the Customer a written report of the results. 4.2.5 Deviations – If during Baseline Verification and Measurement events a sustained deviation occurs indicating that the baseline has changed then Orege, at its discretion, may determine that a regular daily Baseline measurement utilizing the BOP is required during the Process Adjustment Phase and Field Test. In the event that the Baseline Verification and Measurement events confirm that the baseline has changed, the Parties agree, that prior to the execution of the Field Test, the Baseline will immediately be reset for the purposes of confirming Satisfactory results solely based upon the Baseline Verification and Measurement performed and reported by Orege. 4.2.6 Operating Conditions – Customer agrees and acknowledges that all the Upstream Unit Process Operating Conditions indicated in Schedule B must be met for the SLG® Solution to operate at optimal capacity. The Customer, therefore, represents and warrants that all the Upstream Unit Process Operating Conditions identified on Schedule B will be maintained at the Plant during the Implementation Stages and Field Test and the Supplementary Period. 4.2.7 Change in Upstream Unit Process Operating Conditions – Customer and Orege agree to renegotiate, in good faith, the terms of Schedules A and B in particular the dry solids increase, if there is a change to the Operating Conditions at the Plant upstream from the Equipment that could reasonably adversely affect the Implementation Stages or Field Test and the achievement of Satisfactory Results. Customer further agrees to inform Orege of any difference or change to the Operating Conditions as soon as practicably possible. If no alternative is reasonably agreed by the Parties within twenty (20) Business Days from the receipt of a written notification from Orege requesting that Customer ensure that the Operating Conditions are reinstated at the Plant, Orege shall have the right, at its own discretion, to remove the Equipment, together with any other Orege property, from the Plant and terminate the Contract. In the event that either of the conditions listed in (i) or (ii) above occur and the Contract is terminated, Customer shall reimburse Orege in accordance with the principles set forth Article 8.3.2 if Orege can reasonably establish that such changes in conditions hindered the possibility for Orege to achieve the Satisfactory Results in Schedule A. Article 4.3 Temporary Installation & Commissioning 4.3.1 SLG® Solution Temporary Installation for the Process Adjustment and Field Test Phase - Temporary Installation of the SLG® Solution shall be performed by Orege with the support of the Customer as defined in Schedule E the Matrix of Responsibilities. For the Process Adjustment and Field Test, the SLG® will be installed and connected to the BFP on a temporary basis. If Customer delays the Process Adjustment or Field Test for any reason, not in connection with Orege, then Customer agrees to pay Orege an additional daily rate of $500 per person per day of delay during which Orege personnel are at the Customer’s Plant beyond the days expected. 4.3.2 SLG® Temporary Installation Description – Installation includes placement and connection of the SLG® Equipment including but not limited to the following: SLG® skid, compressor, temporary polymer System (if required), deaeration unit, feed Sludge piping (flexible or fixed), conditioned Sludge piping (Flexible) from SLG® to the deaeration unit, conditioned Sludge piping (flexible) from deaeration unit to the belt filter press, all temporary pipe supports and restraints and connection to existing utilities (electrical water), connection to existing sludge piping, and integration of E-Stop controls with belt filter press and the existing Sludge pumps (if required). In addition, Customer will be responsible for any required regulatory permitting, providing adequate site utilities to the SLG® installation location, structural and/or site facility improvements, instrumentation and control improvements, and/or programming of facility control systems, and appropriate use of licensed personnel such as electricians and mechanics. 4.3.3 Commissioning – Commissioning of the SLG® Equipment shall be performed by the Parties as defined in Schedule E the Matrix of Responsibilities. Commissioning will include the dry and wet testing of the system and confirmation of motor rotation and E- Stop controls. 4.3.4 Notifications – At the conclusion of Installation and Commissioning the Parties agree to note any reservations within 48 hours (about 2 days) of the Customer receiving notification from Orege that the Commissioning of the SLG® Solution is complete. Article 4.4 – Process Adjustment Phase During the Process Adjustment phase Orege will perform full scale operational evaluation of the individual and combined equipment, further detailed in Schedule B, including but not limited to the following: SLG®, Polymer Type, Polymer Preparation, Treated Sludge piping from the SLG® Equipment to the belt filter press. The Parties agree that the Process Adjustment Phase is essential to determine the optimal; (a) SLG® Equipment settings, (b) polymer type preparation and injection, (c) treated sludge piping hydraulics and (d) dewatering and ancillary equipment operational parameters, the SLG® Solution, that will be utilized during the Field Test and ongoing operations after the achievement of the Satisfactory Results as defined in Schedule A. 4.4.1 Customer Equipment Operation: The Parties agree that Orege will be granted full control of the Operational Parameters of the Dewatering Equipment. 4.4.2 Modifications to the BOP: Customer agrees and acknowledges that, for Orege to obtain Satisfactory Results as described in Schedule A, changes to the existing BOP as identified in Schedule B may be required. Customer therefore agrees to undertake to perform the parameter changes requested by Orege, and at its own cost and risk, or allow Orege to make changes, including but not limited to: ‐ Belt Speed ‐ Belt Tension ‐ Polymer choice ‐ Sludge entrance into the belt filter press ‐ distribution of the thickened sludge in the pressure zone 4.4.3 Orege Supply of Temporary Equipment – Orege may supply temporary equipment, at Orege’s cost, that will be deployed during the Process Adjustment and Field Test Phases. The equipment that may be supplied is as follows: - Polymer Make down Equipment - Sludge Pump 4.4.4 Notifications – During the Process Adjustment Phase Orege will provide a wee kly report to the Customer for the purpose of reporting status and any modification to the Process Adjustment Plan. The Customer agrees to notify Orege in writing and within 48 hours of receipt of the weekly report of any reservations. After the conclusion of the Process Adjustment Phase, Orege will notify Customer in writing and the intent to proceed with the Field Test. 4.4.5 SLG® Solution and Dewatering Process Operation Procedure – At the conclusion of the Process Adjustment Phase Orege will prepare the standard operation procedure that outlines the SLG® Solution Operation Parameters and that will be utilized during the Field Test defined in Article 4.5. Article 4.5 – Field Test & Satisfactory Results - The purpose of this phase is to demonstrate the SLG® Solution has achieved Satisfactory Results as defined in Schedule A. 4.5.1 Field Test Operation Parameters - The Field test will be conducted utilizing SLG® Solution and Dewatering Process Operation Procedure. 4.5.2 Field Test Term - The Field Test will be performed for a period of approximately 5 Days. 4.5.3 Field Test Sampling and Measures - The sampling procedures and analysis methods that will be used to measure the performance of the SLG® Solution such as TS, DS, TSS of the Filtrate, and the Polymer Treatment rate are defined in Schedule B. 4.5.4 Field Test Report – Orege will provide the Customer at the conclusion of the Field Test with the results of the Field Test as defined in Schedule B. 4.5.5 Customer Evaluation- the Customer will evaluate the Field Test Report with the operational expenses to evaluate if they are acceptable to its Plant and municipal operations. 4.5.6 Acceptance Certificate – Upon achievement of Satisfactory Results, the Parties must sign the Acceptance Certificate, Schedule C which confirms that (a) Satisfactory Results have been obtained; (b) the Warranty applies and; (c) Customer is solely responsible for the operation of the SLG® Solution. 4.5.7 Failure to achieve Satisfactory Results -Subject to Articles 4.5 and 7.3, the Purchase of the Equipment will not occur and this Contract will be terminated, if Satisfactory Results are not achieved at the conclusion of the Field Test, in which case, Customer shall allow Orege to proceed with the removal of the Equipment from the Plant within 60 days, along with any other Orege property, at Orege’s cost. Customer may, however, choose to Purchase the SLG® Solution, at Customer’s sole discretion. 4.5.7 Training - Customer training by Orege, will occur during the availability of a representative of the Customer after the satisfactory completion of the Field Test, and is included in the price of the SLG® Solution. If there is no Field Test, the Customer training will take place as soon as practically possible after the Delivery date, or at a time mutually agreed, in writing, by the Parties. Article 5 Purchase– The Parties agree that upon conclusion of the Field Test and achievement of Satisfactory Results from the Temporary Installation, Final Installation shall be performed by Customer if the Customer chooses to purchase the SLG® Solution. Orege shall provide planning and supervision. 5.1.1 Final Installation Description - Final installation will include connection of the SLG® Solution(s) to the Customer’s BFP as detailed in the Final Installation Plan prepared by Orege. The Final installation will also include a bypass line that allows the BFP to operate with or without the SLG®. 5.1.2 Final Installation Responsibility – Final Installation of the SLG® Solution at the Plant will be performed in accordance with Schedule E, the Matrix of Responsibilities and in accordance with the final installation plan provided by Orege. Customer will take reasonable measures to provide Orege with site specific requirements and support to ensure Final Installation is completed- within sixty (60) days after the successful Field Test. If Customer delays installation for any reason, not caused by Orege, then Customer agrees to pay Orege an additional daily rate of $500 per person per day of delay during which Orege personnel are at the Customer’s Plant beyond the days expected. 5.1.3 Installation Certificate - On the Final Installation Completion Date of each the Equipment, Customer will sign the Final Installation Certificate, Schedule D, which confirms that (a) if Customer elects not to have a Field Test, that (i) the SLG® Unit is operating (ii) Orege has delivered to Customer the Documentation; (iii) the Warranty applies and (iv) Customer is solely responsible for the operation of the SLG® Unit, or, (b) if there is going to be a Field Test, that (i) the SLG® Unit is operating (ii) Orege has delivered to Customer the Documentation. 5.1.4 Care of the Equipment– Customer is responsible for the care and safety of the Equipment once it arrives at the Plant, except Customer will not be responsible for an SLG® Unit before its Acceptance when Orege Personnel are on-site or from any damage which results from the negligence of Orege or its employees, agents. Upon Customer’s acceptance of the Equipment, and subject to the limitations set forth in this Section, Customer assumes and shall bear the risk of loss, destruction, theft, taking of, or damage to the Equipment, unless any of the foregoing were caused by Orege, its employees or agents, in which case Customer shall have no liability to Orege. Customer shall be responsible for the reasonable cost of repairing any damage to the Equipment while in its care custody, and control, normal wear and tear aside. Subject to the provisions set forth in this Article 17.7, in the event that the Equipment is lost, destroyed, stolen, or damaged to such an extent that repair thereof is impractical, at Orege's discretion, Orege or its assignee shall be entitled to receive all applicable insurance proceeds due hereunder to the extent of Orege's interest in the Equipment or the cost for replacement of such Equipment (“Replacement Cost”). To the extent that any such loss, damage or taking is covered by insurance, all proceeds of such insurance shall be first applied by Customer toward satisfaction of the Purchase payments required to be made to Orege or its assignee. 5.1.5 Reservations - Should the Parties observe defects, issues, and/or problems with any of the Equipment at Acceptance or Final Installation, they undertake to include all observable defects and problems on the Acceptance Certificate , or Installation Certificate, which must be signed by both Parties and will serve as conclusive evidence of the observable defects, issues and/or problems with the Equipment at the time that Acceptance took place. The Parties will resolve all reservations listed on the Installation or Acceptance Certificate to the extent reasonably possible and as quickly as is practicable, in accordance with their responsibilities under the Contract. Article 6 – Purchase Article 6.1 Satisfactory Results - When Satisfactory Results are demonstrated at the end of the Field Test, the Customer shall have the option to Purchase the Equipment pursuant to this Contract, and Orege shall make the installation of the Equipment permanent Customer shall pay the price in accordance with Article 7, and send a signed version of the Acceptance Certificate attached hereto on Schedule C to Orege. Article 6.2 Title to the Equipment - Customer acknowledges and agrees that (i) ownership of and title to the Equipment and all accessions thereto remain with Orege until the Purchase price is paid in full; (ii) Customer will make no claim or assert any right to any such Equipment inconsistent with Orege’s ownership, and will make appropriate entries upon the books and records disclosing Orege’s title to the Equipment, and if Orege so requests, Customer will specifically identify the Equipment in a manner acceptable to Orege as being owned by Orege and sold to Customer; (iii) Customer will not permit any action which would cause the Equipment to be subject to any lien, security interest or similar third party claim; (iv) Customer will, upon reasonable request by Orege, execute and deliver to Orege all agreements, instruments and documents reasonably necessary for the protection of Orege's title to the Equipment; and (v) Customer shall give Orege immediate notice in the event the Equipment is levied upon or becomes subject to seizure. The Equipment shall remain personal property regardless of whether it becomes affixed or attached to real property or any improvement thereof. Customer will not permit any Equipment to become so related to any particular real estate so as to become a fixture on such real estate or to be installed in or affixed to other goods so as to become an accession to such other goods. Article 6.3 Use of the Equipment - Customer’s use and operation of the Equipment shall be in material compliance with the terms and conditions of this Contract, the provisions of all applicable insurance policies, all pertinent rules, regulations, permits, certifications, ordinances, and laws of all governmental or regulatory bodies having jurisdiction over Customer, the Equipment or the use or operation thereof by Customer. Customer shall use and operate and ensure that its employees and subcontractors shall use and operate, the Equipment in a careful and proper manner, in compliance with normal and safe operating procedures for such Equipment, and in conformance with Orege’s recommended engineering and maintenance standards and Documentation. Except for the Preventive Maintenance and On-Going Process Adjustment Services (PM&OPAS) provided by Orege pursuant to Section 7.2: (a) Customer shall, at its own cost and expense, maintain the Equipment in the same condition as when delivered (in good, safe and satisfactory operating order and appearance), subject only to ordinary wear and tear; and (b) Customer shall perform all necessary preventative maintenance, adjustments, repairs and parts replacement for the Equipment in accordance with the Documentation and directions furnished by Orege or the manufacturer of components of the Equipment. Customer shall not alter, modify, and make additions or improvements to the Equipment without prior written approval of Orege. Customer further agrees not to alter any accessories, remove or deface anything affixed to the Equipment, or add other devices or mechanisms to the Equipment without the prior written consent of Orege. Customer shall not remove, alter, disfigure, or cover up any numbering, lettering or insignia displayed on the Equipment without prior written approval of Orege. Article 6.4 Samples - Customer warrants and represents to Orege that all samples and materials sent to Orege relating to the SLG® Solution are safe and in a stable condition and undertakes to indemnify Orege Indemnified Parties and/or Orege Affiliates for any losses, injuries, claims and costs which the Orege Indemnified Parties: or Orege Affiliates may suffer as a result of any sample or materials not being in a safe or stable condition, notwithstanding that Customer may have given an indication on the sample or materials or any order form of any perceived problem with the sample. All samples and materials become the property of Orege to the extent necessary for the performance of the Contract. Orege will dispose of or destroy samples and materials thirty (30) days after the analysis has been performed. Orege may dispose of or destroy the samples and materials after the agreed upon retention period, without further notice and, at Customer’s cost, should an extra cost for Orege arise to comply with any regulation (for example, with respect to disposal of hazardous waste). Orege will not return unneeded samples or materials. Article 7 – Price Article 7.1 Total Price - The total price for the SLG® Solutions being pPurchased pursuant to this Contract is not to exceed Seven Hundred Thousand Dollars ($700,000), where the price of the equipment being purchased pursuant to this contract is not to exceed Five Hundred Thousand Dollars ($500,000) is X and the amount for other services is not to exceed Two Hundred Thousand Dollas ($200,000).X: Included in the total not to exceed Price are two (2) installed SLG® Solutions, purchased by (Customer), along with one year of Preventative Maintenance/On-going Process Adjustment. SLG® Purchase pricing does not include operations after turnover to the client, or repair as a result of negligence or willful misconduct by Customer. Article 7.2 Payment Terms:- Equipment value not to exceed Five Hundred Thousand Dollars ($500,000) paid upon delivery terms net 60. Final Installation will be invoiced through progress payments with an agreed upon schedule of values. The payments specified in 7.2(a)-(d) shall be the only payments from City to Orege for equiptment and services rendered pursuant to this Agreement after Satisfactory Results are demonstrated. Orege shall submit all invoices to City in the manner specified in Article 7.2(a). Except as specifically authorized by City, Orege shall not bill City for duplicate services performed by more than one person. Orege and City acknowledge and agree that compensation paid by City to Orege under this Agreement is based upon Orege’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Orege and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. (a) Invoices. Orege shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:  Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);  The beginning and ending dates of the billing period;  A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;  At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;  The amount and purpose of actual expenditures for which reimbursement is sought; (b) Monthly Payment. City shall make monthly payments, based on invoices received, for installed equiptment and/or services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Orege. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. (c) Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. (d) Total Payment. City shall pay for the services to be rendered by Orege pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Orege in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Orege submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Article 7.32 SLG® Solution Preventative Maintenance and On-going Process Adjustment – For an additional fee equal to $40,000 per year after the first year, Orege agrees to provide and the Customer agrees at their sole discretion and option to purchase the SLG® Solution Preventative Maintenance and On-going Process Adjustment, which includes ongoing operations training, with each SLG® Solution Purchased at the price provided in the table above. The Preventative Maintenance and On-going Process Adjustment Services include a total of up to 4 visits per year, lasting up to three (3) days per visit and not to exceed a total of 12 days per calendar year by an Orege certified technician. It is understood that this service does not constitute a performance guarantee of any kind. It is also understood that this Service does not include any corrective maintenance and repair after the Warranty Period (other than on the Orege manufactured components) or any repair work required as a result of Customer’s negligence in operating the SLG® Solution. Article 7.43 Late payment, payment default - If payment is not paid when due, and Orege has provided a written thirty (30) day notice to pay, Orege will have the right recover the Equipment pursuant to Article 8, without prejudice to any other rights Orege may have and actions Orege may take. Interest at the rate of eighteen percent (18%) per annum (but not more than the maximum interest permitted by applicable law) will accrue on all amounts not paid when due, starting the day following the due date, without prejudice to Orege’s right to terminate the Contract pursuant to Article 8. Article 8 – Termination, Cancellation & Removal Article 8.1 Cancellation - Customer may not cancel this Contract after the Effective Date. Article 8.2 Term of the Contract -The Term will commence on the Effective Date and will continue for one (1) year until such time as all of rights and obligations of both of the Parties under the Contract have been fully performed and/or expired, unless terminated sooner or extended in accordance with the terms hereof. Article 8.3 Termination 8.3.1 Permitted Termination – The Contract may be terminated by either Party on notice to the other Party, in the case of (a) prior to Acceptance if an event of force majeure which has existed for at least ninety (90) days and is continuing; (b) by Customer if after the Field Test, Satisfactory Results have not been achieved due solely to Orege’s fault; (c) the occurrence of a Material Default under the Contract by the other Party, which unless defined otherwise has existed for at least thirty (30) days after written notice from the non-defaulting Party and is continuing; or (d) Customer or Orege makes an assignment for the benefit of creditors, whether voluntary or involuntary, or if a petition is filed by or against Customer or Orege under any bankruptcy, insolvency or other consumer legislation. Failure by the defaulting Party to satisfy its obligations in conformity with Schedule B, Schedule E, will entitle the other Party to provide written notification of such failure(s) to the defaulting Party. The defaulting Party shall rectify all such failures within the Supplementary Period. In this case, if the obligations listed on Schedule B, Schedule E are not fully satisfied by the end of the Supplementary Period, the Parties agree that non-defaulting Party will have the right to terminate this Contract by sending written notification to defaulting Party. Upon any such termination, Customer will allow Orege to remove the Equipment, together with any other Orege property, from the Plant. If Customer is the defaulting party under this Article 8.3.1, it shall reimburse Orege for its actual, reasonable costs related to the Implementation Stages and Field Test, including removal of its Equipment following termination in accordance with Article 8.3.2. 8.3.2 Upon Termination By Orege Due to Customer Material Default or Change in Operating Conditions – In the event of the termination of the Contract by Orege pursuant to Article 7.4; 8.3.1 (c) or (d): (a) the full Contract price shall be immediately paid; and (b) each Party shall promptly return or destroy all Confidential Information of the other Party, provided that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and (c) if the full Contract price is not paid, then title shall not pass and Customer shall return the Equipment to Orege in accordance with Article 8.4.1 and all of the licenses and rights granted by Orege to Customer pursuant to the Contract shall immediately terminate. 8.3.3 Upon Termination By either Party Due to Force Majeure – In the event of the termination of the Contract by either Party pursuant to Article 8.3.1(a): (a) all of the licenses and rights granted by Orege to Customer pursuant to the Contract shall immediately terminate; (b) all amounts due to Orege for mobilization, demobilization and work performed up an until the Force Majeure occurred shall be immediately paid by Customer; and (c) each Party shall promptly return or destroy all Confidential Information of the other Party, provided that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and (d) Customer shall return the Equipment to Orege in accordance with Article 8.4.3. 8.3.4 Upon Termination By Customer Due to Orege Failure to Achieve Satisfactory Result at conclusion of the Field Test or Material Default by Orege – In the event of the termination of the Contract by Customer pursuant to Article 8.3.1 (b), (c) or (d) : (a) all of the licenses and rights granted by Orege to Customer pursuant to the Contract shall immediately terminate; (b) No further payments shall be due to Orege from Customer; (c) each Party shall promptly return or destroy all Confidential Information of the other Party, provided that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and (d) Customer shall return the Equipment to Orege in accordance with Article 8.4.2. Article 8.4 Recovery of Equipment– 8.4.1 If Orege is entitled to recover any of the Equipment pursuant to Article 8.3.2, Customer will return that Equipment in good working order promptly to or as directed by Orege at Customer’s expense and risk and Orege will be entitled to retain, without obligation or liability to Customer and without prejudice to it right to damages from Customer, all amounts Orege has already received from Customer. In addition, Customer also agrees to reimburse Orege for the costs of its reasonable labor as well as mobilization and demobilization of the Equipment. Customer hereby authorizes and empowers Orege to enter any place where any of the Equipment may be found to take possession and carry away and remove the Equipment with or without legal process and thereby terminate Customer’s rights to retention and use of the SLG® Solution. Customer agrees to indemnify and pay to Orege the reasonable costs of repossession, including, without limitation, attorney’s fees and costs. Customer is required to permit Orege to pick up Orege Items when Orege determines they are no longer necessary for Orege’s performance of the SLG® Solution. 8.4.2 If Orege is entitled to recover any of the Equipment pursuant to Article 8.3.4, Orege will be permitted to pick up and return the Equipment at Orege’s sole expense and will not refund to Customer any payments made after Acceptance that Orege has already received from Customer. This is Customer’s sole and exclusive remedy. In addition, Customer hereby authorizes and empowers Orege to enter any place where any of the Equipment may be found to take possession and carry away and remove the Equipment and thereby terminate Customer’s rights to retention and use of the SLG® Solution. 8.4.3 If Orege is entitled to recover any of the Equipment pursuant to Article 8.3.3 due to either party terminating this Contract due to Force Majeure, Orege will be permitted to pick up and return the Equipment (demobilization) at the equally shared expense of both Parties. Customer also agrees to reimburse Orege for half the costs of mobilization of the Equipment. Subject to Orege’s receipt of half the mobilization and demobilizations costs, Orege will refund to Customer all amounts Orege has already received from Customer as Customer’s sole and exclusive remedy. In addition, Customer hereby authorizes and empowers Orege to enter any place where any of the Equipment may be found to take possession and carry away and remove the Equipment and thereby terminate Customer’s rights to retention and use of the SLG® Solution Article 9 – Notices Notifications under this Contract must be in English and delivered by hand, email, registered letter or envelope delivered by an internationally recognized transporter. Notices will be effective when received and will be deemed to have been received (i) on the date of receipt when it is delivered by hand, (ii) on the date of first presentation when it is delivered by registered letter or transporter, or (iii) on the date of issue when it is sent by email, provided that it is confirmed by registered letter with confirmation of receipt within the three (3) following Business Days. The addresses and fax numbers of the Parties for the purposes of this Contract are: If to Orege: Orege North America Inc. 100 Chamisa Road Covington, GA 30014 Fax: (404) 445-0651 Email: [email protected] Attention: Eddie Johnson (CEO with Copy to) GC Consulting Solutions 3333 Allen Parkway Suite 2601 Houston, TX 77019 Email: [email protected] Attention: Alvin L. Thomas, Esq. If to CUSTOMER: Fax: Attention: Article 10 – Force Majeure No Party will be held responsible for non-performance of its contractual obligations, except for its obligation to pay money when due, if and to the extent that this non-performance is due to a case of force majeure. Cases of force majeure are considered to be events that are external, unforeseeable, unavoidable and which render it impossible to fulfil the contractual obligations even with reasonable diligence of the Party responsible for performing, and include the following events: (i) acts of war, rioting, social demonstrations, insurrection or revolution; (ii) floods, storms, inclement weather, cyclones; (iii) extended electrical outage of the public electricity network; or (iv) strike on a national scale (to the express exclusion of a strike by only the personnel of Customer). Upon the occurrence of an event of force majeure, performance of the Contract will be suspended, but the suspension will concern only the obligations directly affected by this event. The Party that invokes the case of force majeure must (i) notify the other Party in writing by registered letter with confirmation of receipt as soon as it becomes aware of the occurrence or end of such an event, within the five (5) days following the occurrence of said event, by providing the reasons, foreseeable consequences and likely duration of the consequences of the event in question, (ii) put forth its best effort, nonetheless, to try to respect its contractual obligations, (iii) take all measures that could be of a nature to limit, restrict or stop the consequences of the event of force majeure, (iv) keep the other Party regularly informed about all actions taken in conformity with items (i), (ii) and (iii), and (iv) immediately inform the other Party about the end of the force majeure event. In any event, each Party will be required to take all reasonable measures to lessen the effects and consequences of the suspension of performance of the Contract and its likely duration of suspension, so as to end this situation as quickly as reasonably possible and resume regular performance of their respective obligations as soon as the event of force majeure has ended. Article 11 – Warranty Article 11.1 Extent of Warranty 11.1.1 - Equipment that is Purchased as part of the SLG® Solutions are warrantied against defect in materials or manufacturing during the Warranty Period, which starts on the Delivery date, or if there is a Field Test, upon Acceptance. Services related to the Purchase of the SLG® Solution are warrantied to be performed in a professional manner with due care. Under the Warranty, Orege’s only obligation will be, at Orege’s discretion, replacement or repair or refund of the price of the Equipment recognized as defective by Orege. The application of the Warranty must be confirmed in writing by Orege and shipment to Orege must be approved in writing, in advance, by Orege. Customer will be responsible for the cost and risk of shipping and will not be entitled to any damages related to loss of use of the Equipment. The Warranty is not a guarantee of results, including the volumes that could be treated or the performance of the treatment with the Equipment. The Warranty will be subject, under penalty of forfeiture, to Customer informing Orege about the defect in materials or manufacturing or the services related to the sale of the SLG® Solution within five (5) Business Days following its discovery by Customer. 11.1.2 - EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN ARTICLE 11.1.1 AS FURTHER LIMITED BY ARTICLE 11.2 AND ARTICLE 11.3 OREGE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SLG® SOLUTIONS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE (c) WARRANTY AS TO THE MANNER, QUALITY AND TIMING OF THE EQUIPMENT, SLG® SOLUTION,SERVICES OR RESULTS, PRODUCTS OR DATA SUPPLIED BY OREGE; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY OREGE, OR ANY OTHER PERSON ON OREGE'S BEHALF, EXCEPT AS OTHERWISE SET FORTH IN THE CONTRACT. Article 11.2 Warranty Period - Orege will warrant the Orege manufactured components for a period of twelve (12) months following the Delivery date, or if there is a Field Test, for a period of (12) months following the signing of the Acceptance Certificate and will not be extended for any reason. However, the Warranty Period for goods included in the SLG® Unit(s) which were not manufactured under Orege’s responsibility will be the duration of warranty provided by the supplier of said equipment to Orege. The services related to the SLG® Solution are warrantied for a period of thirty (30) days following the completion of the specific service task. Article 11.3 Exclusions from the Warranty and from responsibility - Orege will have no obligation or liability, and there will be no Warranty with respect to any (a) SLG® Solution which have not been Purchased (for example, there will be no Warranty with respect to an SLG® Solution that is (a) not timely paid for by Customer, or (b) of the following:  a case of force majeure as defined in Article 10;  any fact, event, act or omission attributable to Customer (including breach of its obligations), or to its personnel, its subcontractors or suppliers, or to any person intervening on its behalf, making it substantially impossible for Orege to fulfil its contractual obligations;  any fact, event, act or omission by Orege based upon false or inaccurate information provided to it by Customer;  any interruption of services for the distribution of water or electricity at the site of Customer, that is of a nature to render it impossible for Orege to adequately honour its commitments;  lack of contractually required maintenance or repair by Customer for the Equipment;  replacement of components or parts of the Equipment with items not provided or otherwise specified by Orege;  maintenance of the Equipment by personnel of Customer not having been trained by Orege or by external service providers not authorized by Orege;  misuse of the Equipment by Customer; use of the Equipment in a manner that does not comply with the instructions or directions from Orege or that does not correspond to its intended use;  wear and/or damage of the Equipment linked to problems of abrasion or corrosion, the appearance of which was not communicated by Customer to Orege within five (5) Business Days following its discovery by Customer;  use, transfer or installation of the Equipment to a site other than the one agreed by the Parties and without express prior, written approval from Orege;  failure by Customer to notify Orege about the existence of a situation triggering a warranty claim within five (5) Business Days following its discovery;  intentional damage to the Equipment;  damage or loss caused by items external to the Equipment, for example, the presence in the Equipment or inputs of pieces of wood, plastic, metal or generally any foreign bodies;  non-conformity of the sludge or effluents to the Contract;  delay or absence of installation in breach of Customer’s obligations; and  late payment for any reason by Customer to Orege. Article 11.4 Responsibility - Orege Indemnifying Parties will be liable only for the proven direct and immediate damage caused by the Orege Indemnifying Party’s negligent or wilful misconduct in connection with the performance of the Contract and then, only if Orege has received written notice thereof not later than six (6) months after the date of Customer’s knowledge of the relevant claim (unless any longer period is prescribed under applicable law and cannot be contractually limited). In all cases (whether arising under Contract, tort, negligence, strict liability, through indemnification or otherwise), the Orege Indemnifying Parties’ total liability (which are governed by Article 11.1), and Customer’s exclusive remedy, with respect to the SLG® Solution will be limited to the lesser of (i) the direct and immediate loss or damage caused by the Orege Indemnifying Party’s negligence or wilful misconduct in connection with the performance of the Contract or (ii) the Contract’s value. The Orege Indemnifying Parties will not be liable for any indirect or consequential loss or damage (including, but not limited to, loss of business, profits, goodwill, business opportunities or similar) incurred by Customer or by any third party. Article 12 – Confidentiality & Cooperative Purchasing Article 12.1 Confidentiality - Each of the Parties hereby: (a) declares to the other that it owns all property rights and data relating to the Confidential Information communicated to, or observed by, the other Party; (b) agrees that the Confidential Information in any way relating to the Contract observed by it or communicated by the other Party shall not be used, in all or in part, for any purpose other than as permitted by the Contract; (c) agrees that termination of the Contract shall not, under any circumstances, relieve either Party from its confidentiality obligations regarding the protection, the use, and/or the disclosure of Confidential Information under this Contract. Any information, regardless of the form, provided by Orege or any of its Affiliates to Customer, its Affiliates, its Affiliates, representatives, relating to the Equipment, the Process, the SLG® Solution or the Contract, or to which the Customer, its Affiliates, its Affiliates, representatives could have access in connection with its access to the SLG® Solution, is deemed to be Orege Confidential Information and may only be used by Customer, its Affiliates, representatives or agents within the framework of the Contract, and communication of this information by Customer, its Affiliates, its Affiliates, representatives except as required by law including the California Public Records Act, in any form to a third party is prohibited. Customer, its Affiliates, representatives recognizes that any disclosure not required by law, even partial, to third parties of any item of Confidential Information without obtaining express approval in writing beforehand from Orege, or any use of said information for purposes other than those specified in the Contract, would seriously harm the interests of Orege. Consequently, Customer, its Affiliates, representatives guarantee the confidentiality of Confidential Information and agrees that it will disclose it only to its personnel who need to know it to perform their duties and as required by law. Customer, its Affiliates and representatives guarantee that their personnel will respect this Article 12. Customer, its Affiliates and representatives also undertake to immediately inform Orege of all and any breaches of the obligations under this Article 12 of which Customer, its Affiliates and representatives become aware, and furnish all reasonable assistance in minimizing and limiting the effects of such a breach. Orege will endeavour to include in its Confidential Information, information which Orege believes to be relevant to the Contract and undertakes to provide such Confidential Information in good faith. Nevertheless, Orege makes no representations or warranties as to Confidential Information. Orege shall have no liability resulting from the use of Confidential Information by Customer or from any other information (oral or written) provided or alleged to have been provided by Orege. 12.2 Cooperative Purchasing Agreement – Notwithstanding the Confidentiality requirements of Article 12.1 above, this Contract may be shared with and expanded to include other governmental agencies provided an appropriate relationship (i.e., a cooperative purchasing agreement or an inter-local agreement for joint purchasing) exists between the Customer and other public agencies. Orège may agree to allow other public agencies the same items at the same terms and conditions as this Contract, during the period of time that this Contract is in effect. Each political entity will be responsible for the execution of its own requirements with Orège. Article 13 Intellectual Property Article 13.1 - All Know-How, Intellectual Property Rights and Documents that may be provided by Orege or made available to, or accessed by, Customer remain the entire and exclusive property of Orege SA. Improvements belong or will belong exclusively to Orege SA. Customer, its Affiliates and representatives agree that it will not reverse engineer or copy SLG® Solution, and unless explicitly stated herein, this Contract does not transfer of any Intellectual Property rights to Customer, its Affiliates or representatives. The Intellectual Property Rights, Documents and Improvements will remain the exclusive property of Orege, which is solely responsible for deciding on the appropriateness of the measures of protection to be taken. Orege will be solely free to protect and exploit the Improvements to the SLG® Solution. As may be needed, Customer, its Affiliates and representatives renounce any rights over the Intellectual Property Rights, Documents or Improvements and agrees to transfer to Orege or its Affiliates, if necessary, any rights that it could come to hold over the Intellectual Property Rights, Documents and Improvements. Customer, its Affiliates and representatives are prohibited from reproducing or using the Documents for purposes other than execution of the Contract relating to the SLG ® Solution, unless it has obtained express approval in writing beforehand from Orege. Customer, its Affiliates and representatives agree not to reproduce, imitate, manufacture or have manufactured, disassemble or attempt to disassemble all or a portion (even for its own needs) of the SLG® Solution. Article 13.2 - Each Party remains the sole owner of its Prior Knowledge; shall be responsible to decide whether and what kind of protection measures (patent application, deposit under sealed cover, etc.) would be appropriate, and to initiate the proper corresponding procedures in its name and at its own cost. Neither Party shall claim any intellectual property rights or any right of possession (nor any right of prior possession as defined under French, US or other applicable Patent Law) based on the communication – when relevant – of Prior Knowledge of the other Party, including, but not limited to, for the purpose of performing the Contract. Each Party agrees that it has no right or interest in the other Party’s Prior Knowledge. However, each Party grants to the other a non-exclusive, fully paid license to use such granting Party’s Prior Knowledge during the Term solely with respect to the Contract, to the extent that such other Party requires such granting Party’s Prior Knowledge to perform its obligations under the Contract. Article 13.3 - The SLG® Solution is reserved for use at the Plant and may not under any circumstances be installed at another site, even if used by the Customer, or made available by the Customer to a third party (including its Affiliates and representatives), without obtaining Orege’s express, prior written approval and a new site license. Customer, its Affiliates and representatives recognize having been informed about the necessity of protecting access to the test units, products and Equipment intended for the SLG® Solution to protect the Intellectual Property Rights and Improvements. To the extent allowable by law, Customer agrees to only permit access to its own personnel for needs that are strictly limited to the performance of the SLG® Solution and to prohibit access to any external person, other than Customer’s consultants and other government officials. Customer guarantees that its personnel will respect this Article 13. Article 13.4 - Customer agrees that none of Customer, its Affiliates or its representatives or agents will develop a prototype similar or identical to the SLG® Solution or the Process, such Process being protected by patents and patent applications as modified, enhanced and/or improved by Orege SA or file for any patent application, license or any other Intellectual Property Right, based on the Process or any Improvements arising from or connected to the Process, or claim any Intellectual Property Rights over the Process and/or Improvements and/or SLG® Solution or assist any third party with respect to any of the foregoing. Customer, its Affiliates and representatives undertake not to challenge the validity or enforceability of the patents and/or patent applications held or filed by Orege related to the Equipment, the SLG® Solution, the Process or Improvements in front of any Courts or Patent Offices, nor to impede or otherwise attempt to prevent Orege from filing any patent application relating to or arising from the SLG® Solution, the Process or Improvements. Article 13.5 - No trademark license is intended or created by operation of the Contract. The Customer, its Affiliates and representatives recognize and acknowledge that Orege is the sole and exclusive owner of Orege SA’s marks and Orege recognizes and acknowledges Customer is the sole and exclusive owner of the Customer marks. Neither Party shall acquire or derive as a result of the execution or performance of the Contract any right, title or interest in any trademark owned, licensed to or used by the other Party, nor shall either Party adopt any trademark which is deceptively similar to or likely to cause confusion with any trademarks owned, licensed or used by the other Party. No use will be made of the other Party’s marks without the prior permission of the other. Article 13.6 - If an action or claim is made against Customer, its Affiliates and representatives that the Process infringes any United States or foreign patent, trade secret, trademark, or copyright: (a) Customer, its Affiliates and representatives must promptly notify Orege in writing of such action or claim and give Orege full and complete authority, information, and assistance to settle or defend such action; and (b) in satisfaction of any and all obligations and liabilities that Orege might have with respect to infringement claims relating to the Process, including the SLG® Solution Orege may, at Orege’s option: (i) procure for Customer the right to continue using the Process; (b) replace or modify the Process so that the Process becomes non-infringing; and/or (c) terminate the Contract, recover the Equipment and refund to Customer the price actually paid to Purchase the SLG® Solution less twenty percent (20%) per year for each full or partial year from the Delivery date to the date of Orege recovers the Equipment. Article 13.7 - The Parties will jointly own the Results. However, Customer’s property right is expressly limited to the Results in conformity with this Contract, and no license or other right, expressed or implied, is granted to Customer or its Affiliates, with respect to any Intellectual Property Rights of Orege relating to the Process, Improvements, SLG® Solution or otherwise. The Parties have the following rights with respect to Results: (a) Orege shall have the right to use Results for research and development purposes; (b) Customer has the right to use the Results for its own internal business purposes at a Customer owned and/or operated plant; and (c) the Parties shall have the right (i) to store, copy and reproduce Results using any medium and in any form, including software and technical support (current or future) by any means, with an unrestricted number of copies, for the purpose of using or exploiting the Results. Provided that the other Party gives its prior approval in writing (which shall not be unreasonably withheld or delayed), each Party shall be able to communicate and/or publicly present the Results and/or their related secondary developments to the general public or to experts, by any means currently recognized, including but not limited to broadcasting and/or communication through analogical means and/or digital computer networks, or any other open and/or private media, and domestic and/or international networks. 14 Transfer of Rights & Licenses and Servicing Article 14.1 - The purchase of the SLG® Solution from Orege only conveys to the Customer the non-transferable right and Plant specific non-exclusive license for only the Customer to use the SLG® Solution, as the case may be, in compliance with the applicable intended use and license in this Contract. Unless otherwise authorized, no right to resell the SLG® Solution, or any portion of them, or to make any of the SLG® Solution available to a third party, or to copy or use any of the SLG® Solution at a research facility or for research and development purposes is conveyed by the Contract. Such resale or use will require a separate license from Orege. Article 14.2 - Customer agrees that (i) it is Customer’s sole responsibility to ensure that Customer’s continued operation of the SLG® Solutions conforms to applicable law and regulations; (ii) once the Purchase has occurred, any obligation or liability that Orege may have relating to performance of the SLG® Solutions has definitively ended except as otherwise stated in this Contract; and (iii) it will contact Orege exclusively for service of the Equipment, excepting any situation in which Orege fails to service the Equipment in a reasonably timely manner following request by Customer. Article 14.3 - Customer may not Transfer all or a portion of the SLG® Solutions or its rights and obligations under the Contract unless the purchaser obtains a license from Orege which cannot be unreasonably withheld. This licensing post transfer requirement shall survive termination of this Contract indefinitely. This restriction also applies at the time of a demerger, absorption, partial contribution of assets or sale of business or assets or change of control of Customer. If this Transfer prohibition is violated due to the acquirer failing to obtain a license from Orege, then Orege has the right to unilaterally recover the Equipment. If Orege approves a Transfer by granting a license, then if applicable, this Contract will remain in full force and effect. Article 15 Customer Rules and Site Visits Article 15.1 Rules - Orege Personnel shall comply with all of Customer’s material published rules of conduct for the Plant. If any Personnel fails to observe Customer’s rules and that non- observance is solely Orege’s fault, Customer shall have the right to suspend Orege’s performance at the Plant until Orege gives reasonable assurance that Customer’s rules will be observed by all Personnel. Article 15.2 Site Visits – Customer agrees that Orege is entitled to perform site visits at the Plant with its invitees (including customers, potential customers or advisors of customers or potential customers of Orege) for a period of two (2) years after the Effective Date and will have reasonable access to the Plant for that purpose. Orege will schedule Site Visits during normal business hours at the Customer’s convenience and provide at least three (3) business days’ notice in advance and shall conduct the Site Visits without disrupting Plant operations. Customer shall have the right to reasonably postpone a Site Visit due to unanticipated circumstances at the Plant or to refuse, for good reason, access to certain Orege proposed invitees, but Customer agrees to make all reasonable efforts to accommodate all Orege requests for Site Visits and represents that it has all necessary authorizations to do so. Article 16 Applicable Law Jurisdiction & Dispute Article 16.1 Applicable Law - The Parties stipulate that this Contract shall be interpreted under and governed by California law without resort to conflicts of laws. The Parties agree that the State and Federal Courts, as appropriate, located in San Mateo County shall have exclusive jurisdiction over any dispute or disagreement relating to this Contract. Article 16.2 Jurisdiction/ Dispute - The Parties recognize that disputes may from time to time arise between the Parties during the term of this Contract. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under the Contract in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Article 16 to resolve any dispute arising under the Contract prior to initiating legal action. In the event of such a dispute between the Parties, each Party shall designate their respective executive officers and attempt to reach a resolution by good faith negotiations within thirty (30) days after written notice is received from either of the Parties. In the event the designated executive officers are not able to resolve such dispute after such thirty (30) day period, then the Parties may elect to participate in mediation proceedings or undertake further legal actions. Article 17 – Miscellaneous Article 17.1 Negotiation - The Parties acknowledge and confirm that all provisions of this Contract have been negotiated and each Party was able to influence the substance of each provision. Since the Contract was prepared by both Parties hereto, it shall not be construed against any one Party as the drafting party. The Parties also confirm that, in their reasonable opinion, no condition of this Contract damages unreasonably any of the rights and obligations of the Parties under this Contract, all of which are balanced. The Parties expressly state that they consider all the terms and conditions of this Contract reasonable and undertake to comply with them. Article 17.2 Headings - Section and subsection headings have been inserted for convenience of reference only and do not form a part of this Contract. Article 17.3 Expenses - Except as specifically provided in this Contract otherwise, the Parties will pay all of their respective costs and expenses related to this Contract and the transactions contemplated hereby. Article 17.4 Further Assurances - From time to time, at the request of either Party hereto and without further consideration, the other Party will execute and deliver to such requesting Party such documents and take such other action (but without incurring any financial obligation) as such requesting Party may reasonably request in order to consummate more effectively the transactions contemplated hereby. Article 17.5 Integration - The Schedules and the documents referred to in this Contract form an integral part of this Contract. This Contract and all documents referred to herein, constitute the entire agreement between the Parties with respect to the subject matter of this Contract and supersede any and all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the Parties with respect to the subject matter of the Contract. The Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original. No officer, employee, agent or subcontractor of Orege has the authority to alter or waive any of these Contract provisions or to make any representation which conflicts with or purports to override any of these terms; and no such modification, alteration, waiver or representation will be binding upon Orege, unless it has been approved and signed by Orege’s Chief Executive Officer. Unless specifically approved in writing and signed by Orege’s Chief Executive Officer, any terms proposed or submitted by Customer at any time (including, but not limited to, terms or provisions in Customer’s purchase order, instructions or other document) which differ from this Contract are rejected as a material alteration of this Contract and will be of no force or effect. Article 17.6 Risk of Loss - Customer agrees to take all necessary steps after the Delivery date: (a) to prevent vandalism to or theft of (i) the Equipment and (ii) Orege Items and (b) to maintain in place any and all data plates, images or prints indicating that the Equipment are the property of Orege. Customer will be responsible for the cost of any damage or loss of or to the Equipment and Orege Items, other than that which results from the actions of Orege or its employees, agents or subcontractors. Article 17.7 Insurance - Orege shall not commence work under this Agreement until Orege has obtained, and agrees to maintain at its expense, all insurance required under this paragraph, and such insurance has been approved by the City Attorney as to form, amount and carrier, nor shall Orege allow any contractor or subcontractor to commence work until all similar insurance required of the contractor or subcontractor has been so obtained and approved, as such approval not to be unreasonably withheld. All requirements shall appear either in the body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Orege shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker’s Compensation and Employers’ Liability Insurance in the statutory coverage. In signing this Agreement, Orege makes the following certification: “I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.” (b) Commercial General Liability Insurance: In an amount not less than TWO MILLION DOLLARS ($2,000,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person; in an amount not less than FIVE MILLION DOLLARS ($5,000,000) combined single limit per occurrence and in the aggregate per policy period for bodily injury, personal injury and property damage. (c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident and in the aggregate per policy period for bodily injury and property damage. (e) It is agreed that the insurance required by Subsection (b) shall be in an aggregate amount of not less than Five Million Dollars ($5,000,000) and shall be extended to include as additional insureds the City of South San Francisco, its elective and appointive boards, officers, agents, employees and volunteers, with respect to services performed by the Orege pursuant to this Agreement. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to City. In addition, the following endorsement shall be made on the policy of insurance: “Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted.” Customer agrees to obtain and maintain, at its expense, the insurance necessary to cover the risks related to its activities including but not limited to fire, theft, and comprehensive general liability insurance in the amount of the replacement cost of the Equipment and public liability and property damage insurance covering the Equipment in an amount satisfactory to Orege from an insurance company reasonably satisfactory to Orege. During the time that Customer bears the risk of loss, the insurance required to be maintained by Customer must contain a provision providing that such insurance shall not be cancelled until the insurer has provided not less than thirty (30) days’ notice to Orege. The insurance policies obtained by Customer and/or Owner shall name Orege an additional insured or loss payee as may be reasonably required by Orege. Article 17.8 Retention of ownership - Orege retains ownership of the Equipment Purchased as part of the SLG® Solution, until payment in full to Orege of the corresponding Purchase price by the Customer, in conformity with Article 7. Article 17.9 No Third-Party Beneficiaries - Unless explicitly agreed in writing by the Parties, this contractual relationship will be between Customer and Orege. There will be no third-party beneficiary or collateral warranty relating to any Contract. Article 17.11 Continuation - The commitments set forth under Articles 12, 13, 14 and 16 of this Contract survive any termination of the Contract by the Parties and shall continue for a period of one (1) years following the termination of this Contract. IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their duly authorized representatives as of the date first written above. OREGE NORTH AMERICA INC. CITY OF SOUTH SAN FRANCISCO BY: BY: NAME: NAME: TITLE: TITLE: LIST OF SCHEDULES Schedule A: “Satisfactory Results”; Schedule B: “Project Plan”; Schedule C: “Acceptance Certificate”; Schedule D: “Installation Certificate”; Schedule E: “Responsibility Matrix”; SCHEDULE A – SATISFACTORY RESULTS The primary process objectives are to measure and evaluate the performance (Satisfactory Results) based on achieving a predetermined; total minimum savings target of one hundred thousand dollars ($100,000) annually. The following parameters will be evaluated to determine the total annual cost savings produced by the SLG® Solution: 1. The increase in dewatered cake dryness, 2. The reduction in polymer costs, and If the Field Test indicates that the improvement of one or a combination of the parameters listed above achieves the minimum annual savings target of $100,000 then the trial will be deemed a success, at which point the Customer will evaluate the Field Test Report with the operational expenses to evaluate if they are acceptable to its Plant and municipal operations and have the option to buy the SLG® Solution. If Customer determines, at its sole discretion and judgment, that the Field Test results are not acceptable, including but not limited to significant administrative cost and expenses to achieve Field Test results, then Satisfactory Results shall be deemed as not achieved and Customer will not proceed with the Purchase. SCHEDULE B – PROJECT PLAN SECTION 1: EQUIPMENT SCOPE OF SUPPLY & DESCRIPTION: Orege will provide for the implementation Stages and Field Test the following: SLG® skid, compressor, polymer manifolds, and all required interconnection piping, valves, from the Customer supplied connection points. A temporary polymer system and other ancillary equipment may be supplied for the Implementation Stages and Field Test only and will not be a part of any final SLG® Solution. Supplied equipment. o SLG o Compressor o Polymer Unit o Deaerator o Temp Piping o Pipe supports. o Polymer pump o Polymer Flow Meter o All wiring to power Orege equipment o Hoses and piping and ancillary hardware to install sludge line o Sludge pump (If necessary) SECTION 2: IMPLEMENTATION STAGES Figure 1- Implementation Stages 2.1 DELIVERY: Orege will arrange and pay for all deliveries of equipment provided by Orege as outlined in Section 2. Deliveries will be made to the plant Monday – Friday between the hours of 8-2 local time. The primary contact for deliveries coordination for Orege will be Jammie Vincent. The primary contact for deliveries coordination for the Customer will be Nicholas Talbot. The Customer will unload and store the Equipment outlined in Section 2.2 in a covered area. 2.2 TEMPORARY INSTALLATION: The SLG® Equipment and temporary Piping will be installed upstream of BFP 2 during the Implementation Stages and Field Test. The purpose of the temporary installation is to allow for easy changes in piping configurations between the SLG® Equipment and the BFP during the Process Adjustment Phase of the Project. Installation will be performed by Orege in accordance with the P&ID provided by Orege.  Mechanical Piping Connections: o The Customer will provide the following points of Connection (POC) on their piping  Feed sludge POC which will include a Tee and valving to allow the SLG® to receive feed sludge  POC to the BFP for the treated sludge connection.  Tee & valves into the polymer supply before the injection ring on BFP 2  Water source for Orege Polymer make down system (Potable if available) o Orege will provide all temporary piping (rubber pressure hose w/Camlock, flexible piping for polymer) from the SLG to the Customer provided POC.  Electrical Connections o The following are provided by the Customer:  480v 3ph 150A Disconnect  120c 1ph 20A plug for the following  (1) 110 20A (Emulsion Polymer Mixing Unit)  Termination of wiring from disconnect to Orege Supplied Distribution Panel o The following are provided by Orege  Power Distribution panel  SO Cable from 150A disconnect to Distribution Panel  SO Cabel from the temporary Distribution Panel to each 480v 3ph connection  480V 30A (Compressor)  480V 10A (SLG)  480V 3ph 30A (Sludge Pump) 2.3 COMMISSIONING: The SLG®, Ancillary Equipment and temporary Piping will be dry and wet commissioned. Commissioning will include Electrical Testing, Motor Rotation Testing, E-Stop connection testing (if required), and confirmation of flow meters (if required). The Customer will need to provide an electrician or maintenance staff member to assist with connection testing of electrical connections, rotation testing etc. The Customer will also provide an operator to assist with BFP start and stop and control of sludge and polymer flow start and stop. Estimated time for commissioning is typically 2 to 3 Hrs. 2.4 PROCESS ADJUSTMENT: The Process Adjustment phase of the project is comprised of the following steps and is best represented by Figure 2.  SLG Operational Parameters: o During the Process Adjustment phase Orege will determine the optimal SLG Operations parameters. Those parameters include the following, to modify these parameters no assistance is required from the Customer.  Reactor Pressure  Air/Sludge Ratio  Polymer o Polymer Jar Testing  Orege has completed a series of polymer jar tests in our lab and therefore has recommended some alternative polymers that should be tested on a full scale.  During the demonstration, Orege may perform additional jar testing to confirm polymer effectivity with the SLG emulsified sludge.  Orege may perform viscosity testing on the polymer to determine optimum aging time. No assistance required from the Customer. o Full Scale Polymer Testing  Orege will test full scale, using Orege’s polymer make down system, any alternative polymers suggested/recommended so that normal operations are not interrupted. Therefore, when operating Orege’s polymer system Orege will not require any assistance from the Customer except for a reliable potable water source.  During Full Scale polymer testing Orege will work with the SSF polymer. During this stage we will normally vary polymer concentrations and post dilution water consumption. If it is preferred for Orege to maintain the Customer’s polymer system without modification to any operational settings of the polymer system, then Orege will use their polymer system to test different polymer concentrations and variation of post dilution water. The Customer’s staff may need to be available to assist with necessary adjustments. Typically, in hourly intervals.  BFP o Start up and shut down operations will be jointly performed by Orege and the Customer. Each Day Orege will provide a run plan detailing the need and timing for the Customer to change belt speed and/or belt tension. o In the event of an overflow/spill during Orege operations Orege staff will clean.  Sludge Line SLG – BFP o If required, the location of the Pressure Regulating Valve and polymer injection point on the SLG treated sludge line may need to be moved. If this occurs, Orege staff will perform the required modifications.  Baseline Measurements (Operation without SLG), further described in Section 3 o Orege will perform baseline measurements for confirmation purposes daily. For each Baseline measurement the BFP must be operated within the Baseline Operating Parameters provided by SSF.  One baseline measurement in the morning prior to start of the SLG.  One baseline measurement in the evening after normal operations of the BFP have been restored.  Baseline samples will be processed in an oven overnight. Figure 2 : Process Adjustment  SECTION 3: FIELD TEST: The Field-Test stage is designed to demonstrate the achievement of the Satisfactory Results as defined in Schedule A. The Field Test will be performed for a period of 5 days. All testing, during the Field Test, will be conducted by Orege, unless specified otherwise by Orege, in writing. Sampling and analysis will be done by Orege in the onsite laboratory. The Customer may obtain split samples from Orege for analysis at their discretion. If Customer does not elect to have split samples taken and tested, then it agrees to be bound by Orege’s samples and analysis. Table 1 summarizes the data which will be collected during the Field-Testing period from the SLG® and BFP. The data collection will occur at each sampling event as outlined in Section 4 of the Contract. Testing and data collection will only occur after stable operation of the SLG® + BFP has been achieved, typically one hour after startup of the system. Table 1: Observation parameters SLG-BFP Operational Parameter Location Units Frequency Measuring Device Feed Sludge flow rate SLG®GPM Continuous Magnetic flow meter Air Flow Rate SLG®SCFM Continuous SLG ® Control Panel Polymer Flow Rate SLG GPM Continuous IFM Flowmeter (inline) Air Pressure SLG®PSI Continuous SLG ® Control Panel Polymer Treatment Rate Polymer Skid kg/TDS or lbs./dry ton 4/Day Calculated Polymer Concentration Polymer Skid % 4/Day Calculated Belt Speed BFP FPS 4/Day BFP Control Panel Belt Tension BFP PSI 4/Day BFP pressure gauge Operational Parameter Location Units Frequency Measuring Device Feed Sludge Concentration TBD % 4/Day Oven Dewatered Cake Dry Solids BFP Outlet % 4/Day Oven 3.1 SATISFACTORY RESULTS: Defined in Schedule A SECTION 4: EXISTING CUSTOMER OPERATION 4.1 OPERATING CONDITIONS “Operating Conditions” are the normal operations of the Upstream unit process prior to the dewatering process at the plant. This information is used to establish a baseline definition of Normal Operations and to provide Orege and the Customer with a basis to define if there are any process variations upstream during the Implementation and Field Test. Table 2: Operating Conditions Parameter  Average Value  Range  Unit  Primary /Secondary Blend  70/30 70/30 % Primary TS  4% 2-6 % Primary VS 88% 70-99 % Sec. TWAS Sludge TS  7.5% 4-10 % Sec. TWAS Sludge VSS  81% 70-90 % WAS Flow  500 300-650 gpm WAS Flow Duration  TBD TBD Nonstop RAS Flow  5.4MGD 5-8 MGD RAS Flow Duration  24/7/365 24/7/365 MGD Digester SRT  70 50-120 Days Digester HRT  70 50-120 Days Blend Tank TS TBD TBD % Blend Tank VS 84.7 TBD % Blend tank Sludge Flow to Digesters 46,600 TBD Gpd Digester 1 TS Out 5 TBD % Digester 1 VS Out 69 TBD % Digester 1 VSR 55 TBD % Digester 3 TS Out 3 TBD % Digester 3 VS Out 68 TBD % Digester 3 VSR 57 TBD % Digester 4 TS Out 2 TBD % Digester 4 VS Out 70 TBD % Digester 4 VSR 55 TBD % Parameter  Average Value  Range  Unit  Digester 5 TS Out 3 TBD % Digester 5 VS Out 72 TBD % Digester 5 VSR 47 TBD % ** Normal Operating conditions must be established, agreed upon and maintained throughout the process adjustment and trial phases of the project before commissioning. SSF agrees that should something occur at the plant that causes and upset that changes the Baseline Operating Conditions they will notify Orege promptly. Furthermore, both Parties agree to maintain a normal ratio of sludge and inert solids blend so that the sludge is representative throughout the daily operation of the SLG. 4.2 BASELINE OPERATING PARAMETERS (BOP): The Baseline Operating Parameters are the Customer’s normal operating parameters (settings) of the dewatering equipment and polymer injection/mixing equipment that are fixed and the Operating Conditions that have been normally used to produce the Baseline provided to Orege by the Customer and mutually agreed in accordance with Schedule B and Article 4 of this Contract and for the purposes of this Contract are fixed. Table 2 will be completed after historic data analysis provided by SSF. Once it is filled, the fixed value will be used to operate the existing equipment during each Baseline Verification and Measurement event. Table 3: Baseline operating parameters (BOP) Parameter  Average Value  Range  Unit  Belt Speed 30 27-35 % Belt Tension 650 600-750 psi Polymer Flow per 8-10 hr Shift 22 20-30 GPD Polymer Make down Water Flow 7 6-9 GPM Polymer Mixing Valve Position Dose At Sludge Pump Dose At Sludge Pump Dose At Sludge Pump Polymer Injection Point Sludge Pump Sludge Pump Sludge Pump Polymer Concentration 42 Active 42 % 4.3 BASELINE The Baseline is the mutually agreed measured outputs of the dewatering and polymer make down equipment when operated within the fixed Baseline Operation Parameters (BOP) and includes but is not limited to the daily, weekly, or yearly average values of the feed sludge concentration (TS), Polymer Treatment rate (lb./DT), Polymer Concentration, cake dry solids (DS), and filtrate quality (TSS). The Baseline and its stability will be confirmed by Orege during execution of this Contract in accordance with Schedule B and Article 4 of this Contract. Table 4: Baseline Parameter  Average Value Range Unit Dewatered Cake (DS)  18 16-20 % Filtrate (TS)  0.70 0.4-1.8 % Feed Sludge (TS)  3.3 2-4 % Polymer Treatment Rate (lb./DT Commercial)  16 13-25 lb./DT Hours of Operation  8 6-10 hours  Sludge Flow 95 90-100 GPM Volatile Solids 70 % The historical Baseline data provided by SSF will be verified and measured during the Temporary Installation and Commissioning phases for verification and daily during the Process Adjustment and Demonstration Field Test Phases. Each Time Baseline measurements are made the SLG will be bypassed, and the Baseline operating parameters (Table 2) will be used to Operate the BFP. The purpose of this confirmation is to make sure that the historical baseline remains representative during the Process Adjustment and Field Test Phases. Baseline Verification and Measurement data will be evaluated as follows:  Each daily value will be grouped according to similar operating conditions – operating BFP, Sludge, flow, Feed sludge TS, and Polymer Treatment Rate.  Mean values and standard deviation will be calculated for the data in each operational group.  Values for which abnormal operating conditions are identified will not be used; Orege and Customer will mutually agree on abnormal operating conditions that impact data,    Mean values calculated from acceptable data will be considered the performance results obtained by Orege. SECTION 5: SAMPLING AND ANALYSIS: The following table provides the sampling media, frequency, sampling methodology, and testing protocol for the samples collected during the entirety of Process Adjustment and Field Test Stages: Table 5: Sampling Realization Process Media Test Analysis Units Frequency Sampling Methodology Testing Protocol Dewatered Sludge for baseline from BFP[s] Percent Solids by Weight % Minimum of 4 events/day (1 composite sample taken from 3 locations on the belt Refer to Note 1) Grab SM2540G SLG® Percent Solids by Weight % Minimum of 4 campaigns/day Grab SM2540G Media Test Analysis Units Frequency Sampling Methodology Testing Protocol Dewatered Sludge from BFP[s] (1 composite sample taken from 3 locations on the belt Refer to Note 1) Primary Sludge Total Solids Total Solids (TS) % And g/L One @ Each Sampling Event Grab SM2540B Secondary Sludge Total Solids Total Solids (TS) % And g/L One @ Each Sampling Event Grab SM2540B Blended Feed Sludge Total Solids Total Solids (TS) % And g/L Minimum of 1/day Grab SM2540B Feed Sludge VSS % As needed Grab SM2540E SLG® processed Sludge (before dewatering) Jar Testing NA As needed Grab OREGE Proprietary Testing Procedures Filtrate TSS mg/L Minimum of 4/day Grab SM2540D Polymer Concentration % As needed Measured Measured Treatment Rate lb./DT One @ each Sampling Event Measured & calculated Measured & calculated Other Chemical Usage Concentration % As Needed Measured Measured Treatment Rage lb./DT As Needed Measured & calculated Measured & calculated Note: 1. The dewatered sludge will be sampled on 3 points at the BFP outlet: 1 right side sample, 1 middle sample and 1 left side sample and combined to form one composite sample per sampling event. Therefore, 3 samples are taken at a minimum of 4 times per day (8 hours). 2. Jar testing of sludge and polymer will be conducted as needed throughout the Process adjustment and Field Test phases. 3. Adapted testing protocols may be defined between Customer and Orege and added to the Project Plan should Customer/Orege methods differ significantly from listed testing methods. SECTION 6: DATA EVALUATION Data collected the Process Adjustment Phase listed in Table 1 & Table 5 will be compiled in an Excel spreadsheet for evaluation and comparison. The performance data will be evaluated and compared against Customer’s Baseline reference data as described below for the purpose of determining the best operational settings and process improvements to be utilized during the Demonstration Field Test. 6.1 Evaluation of SLG® performance data during the Process Adjustment: SLG® performance data collected during the performance of this Demonstration will be evaluated as follows.  Performance data will be collected at frequencies indicated in Table 1 and 5.  The data will be grouped according to the operating BFP.  Average values will be calculated for the cake Dry Solids (DS) and polymer treatment rate (lbs./DT). Operational data evaluation The SLG® operational data collected will be evaluated against the Customer Baseline data, including sludge dry solids, polymer treatment rate and filtrate quality to determine the optimum overall SLG® Solution operating parameters that achieve the best overall performance. This will allow selection of process operating parameters for the permanent SLG® installation at the WWTP. SECTION 7: DATA EVALUATION DURING FIELD TEST Performance data collected during the Field Test listed in Table 1 & Table 5 will be compiled in an Excel spreadsheet for evaluation and comparison. The performance data will be evaluated and compared against Customer’s Baseline reference data as described below. 7.1 Evaluation of SLG® performance data during the Field Test: SLG® performance data collected during the Field Test will be evaluated as follows.  Performance data will be collected at frequencies indicated in Table 1 and 5.  The data will be grouped according to the operating BFP.  Mean values and standard deviation will be calculated for the cake Dry Solids (DS) and polymer treatment rate (lbs./DT).  Mean values calculated from acceptable data will be considered the performance results. SCHEDULE C – ACCEPTANCE CERTIFICATE Certificate of Acceptance To be completed after achieving Satisfactory Results and Final Installation Reference is made to the Trial and Purchase Contract, dated as of ________ __ 2023 (the “Contract”) between Orege North America Inc. (“Orege”) and ________________ (“CUSTOMER”). All definitions used in the Contract shall also apply herein. The Parties hereby certify that the Performance Test has been completed and that Satisfactory Results have been achieved, or waived by CUSTOMER, that the SLG® Solution is in all respects satisfactory to the undersigned and comply with all terms of the Contract. This certificate supplements, but does not alter, construe or amend the terms of the Contract between the Parties. Acceptance location: Acceptance date: CUSTOMER: _________________________ (Date and duly authorized signature of CUSTOMER) Name: Title: Date: OREGE: ________________________ (Date and duly authorized signature of OREGE representative) Name: Title: Date: SCHEDULE D- INSTALLATION CERTIFICATE Certificate of Installation To be completed after Final Installation Reference is made to the Trial and Purchase Contract, dated as of ________ __ 2023 (the “Contract”) between Orege North America Inc. (“Orege”) and ________ __ (“CUSTOMER”). All definitions used in the Contract shall also apply herein. The Parties hereby certify that the Equipment has been fully and satisfactorily installed at the Plant, in conformity with any and all instructions given by Orege that the Equipment has been calibrated, and wet and dry tested. This certificate supplements, but does not alter, construe or amend the terms of the Contract between the Parties. Installation location: Installation date: CUSTOMER: _________________________ (Date and duly authorized signature of CUSTOMER) Name: Title: Date: OREGE: ________________________ (Date and duly authorized signature of OREGE representative) Name: Title: Date: SCHEDULE E – MATRIX OF RESPONSIBILITIES Area Description Responsible for Design Responsible for Material Supply Responsible for Installation Labor Mechanical Equipment Mechanical design OREGE N/A N/A Tee and isolation valve @ Sludge Feed POC OREGE SSF SSF Piping and valve from Sludge feed POC to SLG OREGE OREGE OREGE Piping from SLG to deaerator OREGE OREGE OREGE Air piping between compressor skid and SLGTM skid OREGE OREGE OREGE Ancillaries (valves, Tees …) OREGE OREGE OREGE Provide temporary Polymer make down system OREGE OREGE OREGE Electrical, Instrumentation, Control and Automation (EICA) Equipment Control and Automation (EICA) Equipment Electrical & Control Drawings for Orege Supplied equipment. OREGE OREGE Design and/or connection between Orege supplied equipment and Plant SCADA SLG Power Supply Disconnect located within close proximity of SLG location. 480v, 3Ø, 10A SSF SSF SSF SLG Power from 10A disconnect to SLG OREGE OREGE OREGE Compressor power Supply & Disconnect located within close proximity of Compressor location: Supply power cable & disconnect for 480V, 3Ø, 30A feed SSF SSF SSF Compressor Power from 40A disconnect to compressor OREGE OREGE OREGE Sludge Pump power 480V, 3Ø, 30A SSF SSF SSF Pull power wires for Orege equipment to OREGE Supplied Power Distribution Panel Both Orege Orege Terminate wires in SSF power source SSF SSF SSF Terminate power wires in Orege equipment OREGE OREGE OREGE Temporary and Final Installation Mechanical equipment installation (excluding items otherwise mentioned) Both Both Both Supply and installation of ductile iron pipe, valves and fittings for sludge feed to SLGTM, tie- in to SSF provided Point of Connection OREGE OREGE OREGE Area Description Responsible for Design Responsible for Material Supply Responsible for Installation Labor Supply and installation of flexible hose and fittings, polymer injection rings, and mixing valves, OREGE OREGE OREGE EICA equipment installation (excluding items otherwise mentioned) SSF SSF SSF Installation of electrical cables 3rd Party Design and Engineering for the final installation OREGE 3rd Party Final Installation for Mechanical Piping and Electrical OREGE OREGE OREGE Orege supplied Equipment grounding OREGE OREGE OREGE Offloading, lifting, and handling equipment and materials Both Both Technical staff support BOTH BOTH Utilities Identification of required Utilities POC for SLGTM equipment OREGE OREGE OREGE Service water supply for Field Test/Proving Period For Polymer SSF SSF SSF Electrical power supply for Field Test/Proving Period SSF SSF SSF Pneumatic air supply for Field Test/Proving Period OREGE OREGE OREGE Polymer selection BOTH BOTH BOTH Polymer supply for Field Test/Proving Period SSF SSF SSF Commissioning & Proving period Dry commissioning OREGE OREGE OREGE Wet commissioning OREGE OREGE OREGE Process Adjustment OREGE BOTH Process trials/Proving Period OREGE OREGE Laboratory Sludge analyses BOTH BOTH BOTH Orege operations personnel for Process trials/Proving Period OREGE Access to site laboratory for Orege technician SSF SSF Health and Safety Site HSE requirements and constraints BOTH BOTH Daily safety meetings as Required Changing room, toilet, showers access for OREGE personnel SSF Office space with internet connection SSF Available space for equipment storage SSF Area Description Responsible for Design Responsible for Material Supply Responsible for Installation Labor Final Installation Final installation complete OregeOrege Orege 5436272.1     • Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 • September 29, 2023 The City of South San Francisco-San Bruno Water Quality Control Plant c/o Brian Schumacker, Plant Superintendent 195 Belle Aire Road South San Francisco, CA 94080 Re: Orege North America SLG® Sole Source Dear Mr. Schumacker, This letter is to confirm that the SLG® is the sole source product, manufactured, sold, and distributed exclusively by Orege SA. No other company makes a similar or competing product. Orege North America is the only provider of SLG® in North America. Orege North America, Inc is a wholly owned subsidiary of Orege SA, a French company, that specializes in the development of innovative and patented sludge conditioning equipment known as the SLG®. Should you have any additional questions please do not hesitate to contact me. Sincerely, Eddie Johnson Chief Operating Officer Orege North America, Inc.     • Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 • September 29, 2023 The City of South San Francisco-San Bruno Water Quality Control Plant c/o Brian Schumacker, Plant Superintendent 195 Belle Aire Road South San Francisco, CA 94080 Re: Orege North America SLG® Sole Source Unique Product and Patents Dear Mr. Schumacker, Orege North America, Inc is a wholly owned subsidiary of Orege SA, a French company, that specializes in the development of innovative and patented sludge conditioning equipment known as the SLG®. Orege North America is the only provider of SLG® in North America. As stated above the SLG® system is a patented technology that has no known competition in the municipal marketplace to enhance the dewaterability and physically alter the rheological properties of municipal sludge. The SLG® is unique because it transforms the sludge by using a combination of velocity, compressed air, patented and proprietary process piping, and pressure to alter the rheological properties of the sludge so that the existing dewatering system can be further optimized to achieve the cake dryness improvement required. The improved cake dryness equates to a reduction in the total wet tons of sludge disposed of and therefore a substantial annual reduction in the cost of sludge disposal for our clients. Please refer to Schedule One (attached) for a list of patents covering the SLG® equipment and process. Should you have any additional questions please do not hesitate to contact me. Sincerely, Eddie Johnson CEO Orege North America, Inc.     • Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 • SCHEDULE 1: LIST OF PATENT APPLICATIONS RELATING TO PHYSICO- CHEMICAL SLUDGE PRETREATMENT 1/ PATENT: "SLG": METHOD FOR SEPARATING LIQUID FROM SUSPENDED MATERIEL IN A SLUDGE AND DEVICE FOR SAME GRANTED (FILING DATE / FILING REFERENCE NUMBER) ARGENTINA (28/10/2011 / -), TURKEY (28/10/2011 / 13/5045). PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER) FRANCE (04/05/2012 / 41033), PCT (03/05/2012 / 41032), EURO/PCT (04/09/2013 / 41521), GERMANY (04/09/2013 / 41521), SPAIN (04/09/2013 / 41521), FRANCE (04/09/2013 / 41521), GREAT BRITAIN (04/09/2013 / 41521), GRECE (04/09/2013 / 41521), ITALY (04/09/2013 / 41521), ALBANIA (04/09/2013 / 41521), AUSTRIA (04/09/2013 / 41521), BULGARIA (04/09/2013 / 41521), CROATIE (04/09/2013 / 41521), CHYPRE (04/09/2013 / 41521), BELGIUM (04/09/2013 / 41521), DENMARK (04/09/2013 / 41521), ESTONIA (04/09/2013 / 41521), FINLAND (04/09/2013 / 41521), HUNGARY (04/09/2013 / 41521), IRELAND (04/09/2013 / 41521), SWEEDEN (04/09/2013 / 41521), ICELAND (04/09/2013 / 41521), LATVIA (04/09/2013 / 41521), LUXEMBURG (04/09/2013 / 41521), LITHUANIA (04/09/2013 / 41521), REPUBLIC OF MACEDONIA (04/09/2013 / 41521), NORWAY (04/09/2013 / 41521), MALTA (04/09/2013 / 41521), MONACO (04/09/2013 / 41521), NETHERLANDS (04/09/2013 / 41521), POLAND (04/09/2013 / 41521), PORTUGAL (04/09/2013 / 41521), CZECH REPUBLIC (04/09/2013 / 41521), ROMANIA (04/09/2013 / 41521), SERBIA (04/09/2013 / 41521), SLOVAKIA (04/09/2013 / 41521), TURKEY (04/09/2013 / 41521), SLOVENIA (04/09/2013 / 41521), SWITZERLAND (04/09/2013 / 41521), EURO/DIVISION (11/02/2015 / 42046), SOUTH AFRICA (22/10/2013 / 41569), CANADA (23/09/2015 / 42270), CHINA (18/09/2013 / 41535), CHILE (04/11/2013 / 41582), INDIA (21/11/2014 / 41964), USA (05/09/2013 / 41522), INDONESIA (20/02/2011 / 40594), JAPAN (07/11/2013 / 41585), NEW ZEALAND (26/03/2014 / 41724), MEXICO (12/09/2013 / 41529), HONG-KONG (13/06/2014 / 41803). FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE NUMBER) AUSTRALIA (28/10/2011 / 2011322381), BAHREIN (28/10/2011 / BP46/2013), BRAZIL (28/10/2011 / BR112013010304-3), SOUTH KOREA (28/10/2011 / 10-2013-7012177), EURASIA (28/10/2011 / 201300407), UNITED ARAB EMIRATES (28/10/2011 / 474/2013), ISRAEL (28/10/2011 / 225998), MALAYSIA (28/10/2011 / PI2013001538), AFRICAN ORGANIZATION (28/10/2011 / 1201300175), QATAR (28/10/2011 / QA/201304/00069), SINGAPORE (28/10/2011 / 201303397-2), THAILAND (28/10/2011 / 1301002257), VIETNAM (28/10/2011 / 1-2013-01362). 2/ PATENT: "SLG bis": WATER CLARIFICATION METHOD AND DEVICE GRANTED (FILING DATE / FILING REFERENCE NUMBER)     • Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 • ARGENTINA (28/10/2011 / -), SINGAPORE (28/10/2011 / 201303354-3). PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER) FRANCE (04/05/2012 / 41033), PCT (03/05/2012 / 41032), EURO/PCT (04/09/2013 / 41521), GERMANY (04/09/2013 / 41521), SPAIN (04/09/2013 / 41521), FRANCE (04/09/2013 / 41521), GREAT BRITAIN (04/09/2013 / 41521), GRECE (04/09/2013 / 41521), ITALY (04/09/2013 / 41521), ALBANIA (04/09/2013 / 41521), AUSTRIA (04/09/2013 / 41521), BULGARIA (04/09/2013 / 41521), CROATIE (04/09/2013 / 41521), CHYPRE (04/09/2013 / 41521), BELGIUM (04/09/2013 / 41521), DENMARK (04/09/2013 / 41521), ESTONIA (04/09/2013 / 41521), FINLAND (04/09/2013 / 41521), HUNGARY (04/09/2013 / 41521), IRELAND (04/09/2013 / 41521), SWEEDEN (04/09/2013 / 41521), ICELAND (04/09/2013 / 41521), LATVIA (04/09/2013 / 41521), LUXEMBURG (04/09/2013 / 41521), LITHUANIA (04/09/2013 / 41521), REPUBLIC OF MACEDONIA (04/09/2013 / 41521), NORWAY (04/09/2013 / 41521), MALTA (04/09/2013 / 41521), MONACO (04/09/2013 / 41521), NETHERLANDS (04/09/2013 / 41521), POLAND (04/09/2013 / 41521), PORTUGAL (04/09/2013 / 41521), CZECH REPUBLIC (04/09/2013 / 41521), ROMANIA (04/09/2013 / 41521), SERBIA (04/09/2013 / 41521), SLOVAKIA (04/09/2013 / 41521), TURKEY (04/09/2013 / 41521), SLOVENIA (04/09/2013 / 41521), SWITZERLAND (04/09/2013 / 41521), EURO/DIVISION (21/01/2015 / 42025), SOUTH AFRICA (31/10/2013 / 41578), CHINA (25/09/2013 / 41542), CHILE (27/09/2013 / 41544), INDIA (21/11/2014 / 41964), USA (29/08/2013 / 41515), JAPAN (07/11/2013 / 41585), NEW ZEALAND (26/03/2014 / 41724), MEXICO (12/09/2013 / 41529), HONG KONG (13/06/2014 / 41803). FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE NUMBER) AUSTRALIA (28/10/2011 / 2011322382), BAHREIN (28/10/2011 / BP47/2013), BRAZIL (28/10/2011 / BR112013009994-1), CANADA (28/10/2011 / 2815958), SOUTH KOREA (28/10/2011 / 10-2013-7012175), EURASIA (28/10/2011 / 201300406), UNITED ARAB EMIRATES (28/10/2011 / 476/2013), INDONESIA (28/10/2011 / W-00201301770), ISRAEL (28/10/2011 / 225999), MALAYSIA (28/10/2011 / PI2013001537), AFRICAN ORGANIZATION (28/10/2011 / 1201300174), QATAR (28/10/2011 / QA/201304/00070), THAILAND (28/10/2011 / 1301002258), TURKEY (28/10/2011 / 13/5044), VIETNAM (28/10/2011 / 1-2013-01363). 3/ PATENT: "SLG HC": METHOD FOR RECOVERING HYDROCARBONS FROM A SLUDGE AND DEVICE FOR SAME GRANTED (FILING DATE / FILING REFERENCE NUMBER) PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER) FRANCE (08/11/2013 / 41586), PCT (07/11/2013 / 41585). FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE NUMBER) 4/ PATENT: "SLG PRESSURE": ROCESS AND DEVICE FOR TREATING LIQUID SLUDGES, AND SLUDGE CAKES OBTAINED WITH SUCH A PROCESS     • Orege North America Inc. • 100 Chamisa Road • Covington, GA 30016 • GRANTED (FILING DATE / FILING REFERENCE NUMBER) LEBANON (26/11/2014 / 4223). PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER) FRANCE (29/05/2015 / 42153), PCT (04/06/2015 / 42159). FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE NUMBER) ARGENTINA (26/11/2014 / P140104421), KUWEIT (27/11/2014 / PA162/2014), VENEZUELA (27/11/2014 / 2014-001392), PAKISTAN (22/05/2015 / 295/2015). 5/ PATENT: "SLG POROUS": METHOD FOR DEODERIZING SLUDGE AND DEVICE FOR IMPLEMENTING SUCH A METHOD GRANTED (FILING DATE / FILING REFERENCE NUMBER) LEBANON (26/11/2014 / 4222). PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER) FRANCE (29/05/2015 / 42153), PCT (04/06/2015 / 42159). FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE NUMBER) ARGENTINA (26/11/2014 / P140104422), KUWEIT (27/11/2014 / PA163/2014), VENEZUELA (27/11/2014 / 2014-001388), PAKISTAN (22/05/2015 / 293/2015). 6/ PATENT: "SLG SPEED": PROCESS AND DEVICE FOR TREATING LIQUID SLUDGES AND SLUDGE CAKES OBTAINED WITH SUCH A PROCESS GRANTED (FILING DATE / FILING REFERENCE NUMBER) LEBANON (26/11/2014 / 4225). PUBLISHED (PUBLICATION DATE / FILING REFERENCE NUMBER) FRANCE (29/05/2015 / 42153), FRANCE (29/05/2015 / 42153), PCT (04/06/2015 / 42159). FILED PENDING EXAMINATION (FILING DATE / FILING REFERENCE NUMBER) ARGENTINA (26/11/2014 / P140104424), KUWEIT (27/11/2014 / PA164/2014), VENEZUELA (27/11/2014 / 2014-001390), PAKISTAN (22/05/2015 / 294/2015). 7/ PATENT APPLICATION: "IMPROVED PURIFICATION": PROCESS FOR RECIRCULATING PURIFIED WATER UPSTREAM OF AN AEROBIC BIOLOGICAL TREATMENT BASIN, AFTER SEPARATION OF THE WATER FROM THE BIOLOGICAL SLUDGE THAT HAS BEEN PRODUCED BY THIS BASIN AND THEN DECANTED. THIS SEPARATION OCCURS AFTER FLOCCULATION OF AN AIR/SLUDGE EMULSION PRODUCED BY A CONTINUOUS PROCESS ENABLING THE INTERACTION OF SLUDGE AND AIR IN AN ENCLOSED SPACE ALTERNATING AT LEAST ONE SEQUENCE OF COMPRESSION/DEPRESSION. THE WATER HAS THE BENEFICIAL CHARACTERISTICS OF A SUSPENDED MATTER CONTENT LESS THAN 100 MG/L AND A REDOX POTENTIAL GREATER THAN 100 MV.