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HomeMy WebLinkAboutResolution 2014-059 N.C.S. 4/7/2014Resolution No. 2014-059 N.C.S. of the City of Petaluma, California AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH TOTAL WASTE SYSTEMS FOR THE HAULING AND BENEFICIAL REUSE OR DISPOSAL OF CITY BIOSOLIDS. WHEREAS, biosolids production is inherent in the process of wastewater treatment; and, WHEREAS, the City has incorporated technology and systems for appropriate management of biosolids into the design and operation of the Ellis Creek Water Recycling Facility (ECWRF); and, WHEREAS, as part of the implementation of a sound management plan for biosolids produced at the ECWRF, the City intends to continue its existing practice of contracting for hauling and offsite disposal or reuse of biosolids; and, WHEREAS, the City issued a Request for Proposals for the Hauling and Beneficial Reuse or Disposal of City Biosolids ("RFP") on December 19, 2013, which was circulated to professionally qualified firms for responses; and, WHEREAS, the City received two responsive proposals to the RFP; and, WHEREAS, the proposals were reviewed based on criteria listed in the RFP, Section 4.4 Proposal Evaluation Process; and, WHEREAS, Total Waste Systems, a wholly owned subsidiary of The Ratto Group, received the overall highest ranking based on the City's review of four evaluation categories; technical proposal and methodology, qualifications and experience, financial capability, and responsiveness and reliability; and, WHEREAS, City staff has confirmed that the disposal and reuse sites proposed by Total Waste Systems are existing sites operating with required permits and approvals for the methods and use proposed; and, WHEREAS, other factors resulting in Total Waste Systems ranking include, but are not limited to Total Waste Systems competitive unit pricing; positive reviews from references for Total Waste Systems; Total Waste Systems proposal to use its own drivers and equipment, with less likelihood of sub -contracting, resulting in greater probable continuity and reliability; and, WHEREAS, the Project consists of the selection of a contract balder to continue an existing City activity, and the contractor's proposed disposal and reuse methods employ existing sites which are permitted, approved and in use for the methods proposed, the Project does not constitute a "project" under the California Environmental Quality Act ("CEQA"); see Title 14, Chapter 3, California Code of Regulations ("CEQA Guidelines"), Sections 15060(c) (2) and 15368. Resolution No, 2014-059 N.C.S. Page 1 NOW, THEREFORE, BE IT RESOLVED that the City Council of the City hereby: Approves the Professional Services Agreement attached as Exhibit A for Hauling and Disposal or Reuse of City Biosolids for a period of three years through June 30, 2017 with an option to renew the agreement for one additional two-year period up to June 30, 2019 based on satisfactory performance, in a not to exceed amount of $1,263,000 for the base, 3 -year term and $2,190,000 for the 5 -year term if the option to renew is exercised. 2. Authorizes the City Manager or his designee to execute said agreement on behalf of the City of Petaluma. Under the power and authority conferred upon this Council by the Charter of said City REFERENCE: t hereby certify the foregoing Resolution was introduced and adopted by the Approved as to Council of the City of Petaluma at a Regular meeting on the 7°i day of April, 2014, by the following vote: AYES: City Atto Albertson, Harris, Healy. Vice Mayor Kearney NOES: Barren, Mayor Glass ABSENT: Miller ABSTAIN: None ATTEST: ��g" J� /J a41t�C/'�' City Clerk ayor Resolution No. 2014-059 N.C.S. Page 2 EXHIBIT A TO RESOLUTION PROFESSIONAL SERVICES AGREEMENT Hauling and Beneficial Reuse or Disposal of City Biosolids (Title of Project) FY 13/14 Fund i. 6600 Cost Center 66700 Object Code _ Prujcct t 54310 Amount $33.000.00 For multi-year contracts or contracts with multiple accounts: FY 14/15 Fund # 6600 Cost Center 66700 Object Code _ Project 8 54310 Amount $390_000 FY I5/I6 Fund ti 6600 Cost Center 66700 Object Code Pro ject N 54310 Amount $410_000 FY 16/17 Fund # 6600 Cost Center 66700 Object Code _ Project it 54310 Amount $$430.000 FY17/ 18 Fund R 6600 Cost Center 66700 Object Code _ Project 9 54310 Amount $452000 FY 18/19 Fund 9 6600 Cost Center 66700 Object Code _ Project N 5610 Amount $475.000 THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective as of 20_ (`Effective Date"), by and between the City of Petaluma, a municipal corporation and a charter city (`City") and Total Waste Systems, a (`Consultant') (collectively, the "Parties"). WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing professional services to City under the terns and conditions set forth herein. THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: Services. Consultant shall provide the services as described in and in accordance with the schedule set forth in Exhibit "A" attached hereto and incorporated herein (`Services"). 2. Compensation; Business Tax Certificate. A. For the full performance of the Services as described herein, City shall compensate Consultant in accordance with the rates specified in Exhibit A. B. Consultant shall submit detailed monthly invoices reflecting all services performed during the preceding month, and including a revised schedule for performance and additional documentation requested by City, as applicable. C. Consultant shall be compensated for services in addition to those described in Exhibit A, only if Consultant and City execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. In no case shall the total compensation under this Agreement exceed $2.190,000.00 without prior written authorization of the City Manager. Further, no compensation for a section or work program component attached with a specific budget shall be exceeded without prior written authorization of the City Manager. D. Notwithstanding any provision herein, Consultant shall not be paid any compensation until such time as Consultant has on file with the City Finance Department a current W-9 form available from the IRS website (www.irs.gov) and has obtained a currently valid Petaluma business tax certificate. Resolution No. 2014-059 N.C.S. Page 3 E. City's obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's performance of the Services pursuant to the terms and conditions of this Agreement and any amendments thereto. 3. Term. The term of this Agreement commences on the Effective Date, and terminates on June 30, 2017, unless sooner terminated in accordance with Section 4. City may, in its sole discretion, and based on considerations of Consultant's performance under this Agreement and any other factors the City deems relevant, extend this Agreement for one additional two-year period up to June 30, 2019, and in a not to exceed amount of $2,190,000 for such period. Upon termination, any and all of City's documents or materials provided to Consultant and any and all of the documents or materials prepared for City or relating to the performance of the Services, shall be delivered to the City as soon as possible, but not later than fourteen (14) days after termination of the Agreement. 4. Termination. City may terminate this Agreement without cause upon ten (10) days' written notice. City may immediately terminate or suspend this Agreement for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause.. Consultant shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by City, Consultant shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of City in accordance with the terms and conditions of this Agreement. If City terminates this Agreement for cause, Consultant shall be liable to City for any excess cost City incurs for completion of the Services. 5. Consultant's Representation; Independent Contractor. Consultant represents that Consultant possesses distinct professional skills in performing the Services. City has relied upon said representation as a material inducement to enter into this Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that Consultant and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of City. This Agreement shall not be construed as an agreement for employment. 6. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing Services pursuant to this Agreement. City shall furnish to Consultant no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits or other such approvals which are legally required for performing the Services. 3. Time. Consultant shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. Resolution No. 2014-059 N.C.S. Page 4 9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain that the Services are being performed in accordance with the requirements and intentions of this Agreement. All work done and materials furnished, if any, shall be subject to inspection and approval by the City. The inspection of such work shall not relieve Consultant of any of its obligations pursuant to this Agreement. 10. Progress Reports. Upon the City's request, Consultant shall provide, in a form acceptable to City, written progress reports of all oral and written observations, opinions, recommendations, analyses, progress and conclusions related to Consultant's performance of the Services. 11, Confidentiality. In the course of Consultant's employment, Consultant may have access to trade secrets and confidential information, disclosure of which is protected or limited by law. Consultant shall not directly or indirectly disclose or use any such confidential information, except as required for the performance of the Services. 12. Conflict of Interest. Consultant represents that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. Consultant further covenants that, in the performance of this Agreement, it shall not employ any subcontractor or person having such a conflict of interest. Consultant represents that no one who has or will have any financial interest under the Agreement is an officer or employee of City. If such conflict of interest arises during this Agreement or any extension, Consultant will immediately advise City and City may, at its sole discretion, immediately terminate this Agreement. Certain Consultants are subject to the requirements, including the disclosure and reporting requirements, of the City's Conflict of Interest Code adopted pursuant to the Political Reform Act. Such Consultants subject to the City's Conflict of Interest Code include those whose work may involve: making government decisions regarding approval or adoption of rates, rules, or regulations, action on permits or other applications; authorization to enter into or modify contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply fully with all such requirements to the extent they apply to Consultant's performance of (lie Services. 13. 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 whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. Standard of Performance. Consultant shall perform all the Services in a manner consistent with the standards of Consultant's profession. All instruments of service of whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be prepared in a substantial, workmanlike manner and conform to the standards of Consultant's profession. All such instruments of service shall become the sole and exclusive property of City upon delivery of the same. 15. Assignment/Transfer. No assignment or transfer in whole or in part of this Agreement shall be made without the prior written consent of City. Resolution No. 2014-059 N.C.S. Page 5 16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract any portion of performance of the Services without the prior written consent of City. Any such subcontractors shall be required to comply, to the full extent applicable, with the terms and conditions of this Agreement, including but not limited to, procuring and maintaining insurance coverage as required herein and which shall name City as an additional insured. 17. Compliance With All Laws. Consultant shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances pertaining to the perfonuance of the Services required hereunder, including but not limited to, the California Building Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws and regulations related to any copyright, patent, trademark or other intellectual property right involved in performance of the Services. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the Services hereunder shall constitute a material breach of this Agreement. To the extent that any other government agency or entity provides compensation for any Services, Consultant shall comply with all rules and regulations applicable to such fiscal assistance. 18. Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36, Living Wage (the "Living Wage Ordinance"), as the same may be amended from time to time. Upon the City's request Consultant shall promptly provide to the City documents and information verifying Consultant's compliance with the requirements of the Living Wage Ordinance, and shall within fifteen (15) calendar days of the Effective Date of this Agreement, notify each of its affected employees as to the amount of wages and time off that are required to be provided to them pursuant to the Living Wage Ordinance. The Acknowledgement and Certification Pursuant to City of Petaluma Living Wage Ordinance, attached to this Agreement as Exhibit C, shall be a part of this Agreement for all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit C in accordance with the requirements of the Living Wage Ordinance. Consultant's noncompliance with the applicable requirements of the Living Wage Ordinance shall constitute cause for City's termination of this Agreement pursuant to Section 4 hereof. 19. Discrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, ancestry, gender, sexual orientation, age or physical or mental disability in violation of any applicable law. 20. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; Resolution No. 2014-059 N.C.S. Page 6 (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that ('a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on [lie next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. City: City Clerk City of Petaluma Post Office Box 61 Petaluma, California 94953 Phone: (707) 778-4360 Fax: (707) 778-4554 Email: cityclerk@ci.petaluma.ca.us And: Dan St. John. F.ASCE Director, Public Works & Utilities 202 North McDowell Boulevard Petaluma, CA 94954 Phone: 707-776-3777 Fax: 707-776-3746 Email: mpiei-cea.ci.petalttma.ca.us Consultant: James Salvers. Vice President The Ratto Group/Total Waste Systems P.O. Box 95402 Santa Rosa, CA 95402 Phone: 707-765-9995 Fax: 707-765-9998 Email: iamessalversl(rilemail.com 21. Ownership of Documents. All original papers, documents or computer material on dist: or microfilm, and copies thereof, produced as a result of this Agreement, shall be the property of City and may not be used by Consultant without the written consent of City. Copies of such documents or papers shall not be disclosed to others without the written consent of the City Manager or his or her designated representative. 22. indemnification. To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers ("Indemnitees') from and against any and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil, penalties and tines, expenses and costs (including; without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, arising out of or in Resolution No. 2014-059 N.C.S. Page 7 eotnection with the Services or Consultant's failure to comply with any of the terms of this Agreement, regardless of an), fault or alleged fault of the Indemnitees. The Consultant's obligation to indetmrify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become clue the Consultant under this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs first. In the event that the City must file responsive documents in a matter tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to frilly reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by the City in Tiling such responsive documents. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement. Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as may be amended from time to time. Notwithstanding the foregoing, to the extent that the Services include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Consultant's duty to indennify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 23. Insurance. Consultant shall comply with the `Insurance Requirements for Consultants" in Exhibit B-1. attached hereto and incorporated herein by reference. [brdicate atlached exhibit, e.g., "BJ " " B-' " "B-3, " or 'B-4. "] 24. Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 25, Litigation. If litigation ensues which pertains to the subject matter of Consultant's services hereunder, Consultant, upon request from City, agrees to testify therein at a reasonable and customary fee. 26. Construction. This Agreement is the product of negotiation and compromise on the part of both Parties and that the Parties agree that, notwithstanding Civil Code Section 1654, Resolution No. 2014-059 N.C.S. Page 8 any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 27. Governing Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. 28. Non -Waiver. The City's failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision. The provision shall remain in full force and effect. 29. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in frill torce and effect. 30. No Third Party .Beneficiaries. The Parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third party. 31. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The Parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. 32. Consultant's Books and Records. A. Consultant shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in Petaluma City Hall. Access to such records and Resolution No. 2014-059 N.C.S. Page 9 documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor in interest. 33. Headings. The headings used in this Agreement are Cor convenience only and are not intended to affect the interpretation or construction of any provisions herein. 34. Survival. All obligations arising prior to the termination or expiration of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination or expiration of this Agreement. 35. Entire Agreement. This Agreement, including the exhibits attached hereto and incorporated herein, constitutes the entire agreement between the Parties with respect to the Services, and supersedes all prior agreements or understandings, oral or written, between the Parties in this regard. IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and year first above written. CITY OF PETALUMA City Manager ATTEST: City Cleric APPROVED AS TO FORM: City Attorney APPROVED: Department Director APPROVED: Rislc Manager APPROVED: Finance Directm CONSULTANT Title i �(f. 4LSk EES Address Uv City Stta-Zip (+ a CPR Taxpayer I.D. Number Petaluma Business Tax Cerliticate Number Resolution No. 2014-059 N.C.S. Paee 10 APPENDIX 1: ATTACHMENT A-1 SCOPE OF SERVICES FOR THE HAULING AND BENEFICIAL REUSE OR DISPOSAL OF CITY BIOSOLIDS City of Petaluma CITY OF PETALUMA-SONOMA COUNTY — CALIFORNIA December 19, 2013 Department of Public Works and Utilities Ellis Creels Water Recycling Facility 3590 Cypress Drive Petaluma, CA 94954 Resolution No. 2014-059 N.C.S. Page 11 EXHIBIT A SCOPE OF SERVICES FOR THE HAULING AND BENEFICIAL REUSE OR DISPOSAL OF CITY BIOSOLIDS Table of Contents Section 1 General Conditions and Requirements 1.1 Definitions 1.2 Qualifications 1.3 General Limitations and Requirements 1.4 ECWRF Access and Traffic Control 1.5 CONSULTANTS's Representative 1.6 Noise Abatement 1.7 Safety Requirements 1.8 Restoration of Existing Facilities Section 2 Specific Requirements for Services 2.1 Description of Services 2.2 Location of Treatment Facility 2.3 List of Services 2.4. Submittals 2.5 Wastewater Solids Removal 2.6 Compensation, Invoicing, and Payment 2.7 Adjustment to Compensation Attachments Attachment A-1 Services Cost Schedule Attachment A-2 Schedule for Liquidated Damages Resolution No. 2014-059 N.C.S. Page 12 SECTION 1 GENERAL CONDITIONS AND REQUIREMENTS 1.1 DEFINITIONS Whenever used in this Scope of Services, the following terms have the meanings indicated in this Section kind meanings are applicable to both the singular and plural thereof. If a word which is entirely in upper case in these definitions is found in lower case this Scope of Services, then the lower case word will have its ordinary meaning. Agreement - The Professional Services Agreement including associated exhibits, the Scope of Services (all required certificates, affidavits and other documentation), amendments to the Agreement, executed between the Ctl"Y and the CONSULTANT covering the Services to be performed. Agronomist — An expert in soil management and field -crop production with at least 5 -years experience in calculating biosolids application rates in agriculture using at a minimum: site information including soil and crop type, plant -available nitrogen provided by other sources than biosolids, estimated amount of plant -available nitrogen needed from biosolids, collected data from the biosolids, estimated plant -available nitrogen per Dry Ton of Biosolids, estimate inorganic nitrogen retained, estimate Organic nitrogen mineralized, calculation of agronomic biosolids application rates, and verification that actual biosolids land application rates for all nutrients and pollutants in the field comply with approved and reported values, and with >regulations. Amendment - A document, which is signed by the CONSULTANT and the CITY, and authorizes an addition, deletion, or revision of the Scope of Services, or an adjustment in the compensation for services or the Schedule of Services, issued on or after the Effective Date of the Agreement. Biosolids - Municipal wastewater sewage sludge that has been treated and tested and shown to be capable of being beneficially and legally used as a soil amendment for agriculture, silviculture, horticulture, and land reclamation activities as specified under 40 CFR 503. Calendar Day — A calendar day of 24 hours measured from midnight to the next midnight. CITY - The City of Petaluma or a designated representative of the City of Petaluma. CONSULTANT or CONTRACTOR - The individual, partnership, corporation, joint -venture, or other legal entity with whom the CITY has executed the Agreement. Deficiency — Where the CONSULTANT has been found to be in violation of the Agreement requirements, ECWRF operations or safety requirements, or local, state, or federal laws or regulations applicable to the Services. Disposal Site - means the location where any final treatment, utilization, processing, or deposit of wastewater solids occurs. This term includes, but is not limited to, landfills and incinerators. ECWRP - Ellis Creek Water Recycling Facility, the CITY's new wastewater treatment plant located at 3890 Cypress Drive, Petaluma, CA 94954 and the adjacent oxidation pond site. Resolution No. 2014-059 N.C.S. Page 13 Haul Vehicle - means any truck, trailer, semi -trailer, tractor/trailer combination or any self- propelled or motor -driven vehicle used on any public highway for the purpose of transporting wastewater solids for reuse, processing, or disposal. Hazardous Waste - The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 U.S.C. Section 6906) as amended from time to time and shall mean any material that is subject to the Hazardous Waste Manifest Requirements of the U.S. Environmental Protection Agency specified in 40 CFR Part 262. Invoice - The form accepted by the CITY which is to be used by the CONSULTANT to request monthly payments for services and which is to be accompanied by such supporting documentations as are requested by the CITY or required by the Agreement. Land Application — The beneficial reuse of biosolids by the application as a soil amendment at permitted agricultural sites in conformance with all applicable laws and regulations. Laws or Regulations - Any and all applicable laws, rules, regulations, ordinances, codes, and/or orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction. NOD, Notice of Deficiency — An official notice issued by the CITY to the CONSUI,TANT for a deficiency in providing the Services described in this Agreement. Processing — To prepare, treat, or convert through some special method. Processing Site — Any plant or site used for the purpose of sorting, cleansing, treating or converting materials for the purpose of making such material available for reuse. Project Plan — A biosolids management and operations plan that fully describes the operations involved with providing the Services to the CITY of transporting, staging, storing, treating, and reusing or disposing of the CITY's biosolids. Reuse - means to handle, transform, process, or remanufacture materials into beneficial, usable, or marketable materials for use other than landfill disposal or incineration as a waste. Subcontractor - An individual, partnership, corporation, joint -venture, or other legal entity having a direct contract with the CONSULTANT or with any other subcontractor for the performance of a part of the Services in accordance with the requirements of this Agreement. Trailer Staging Area — refers to an area used to park empty and loaded biosolids haul trailers at the ECWRT site in order to shuttle empty trailers to and loaded trailers from the loading bay at the Screw Press Building. The Area is used to stage trailers loaded with biosolids prior to removal from the site. Tor (or Tonnage) — means a unit of measure for weight equivalent to two thousand (2,000) standard pounds where each pound is sixteen (16) ounces. Trailer, Haiti Trailer - means an end dump semi -trailer with special equipment legally used for the purpose of staging or transporting wastewater solids on any public highway in the State. Trailers must be water -tight end -du rip semi trailers with covers suitable for transporting biosolids. Trailers must be furnished with permanent plastic trailer bed liners for loading at the EC WRF to ensure trailers dump efficiently and prevent spills. Truck, Haul Truck - means a tandem axle semi truck tractor legally used for the purpose of transporting a haul trailer loaded with wastewater solids at gross combined weight of 80,000 lb. on any public highway in the State. Resolution No. 2014-059 N.C.S. Page 14 Work - Performance of Services as described in this Agreement. Working Day - Any day except Saturdays, Sundays and CITY holidays. 1.2 QUALIFICATIONS A. The CONSULTANT shall have at least three (3) years of recent experience and financial capability to provide full services managing and executing similar agreements for wastewater solids removal and reuse or disposal projects. The CONSULTANT shall have experience providing reliable service and effective residuals management utilizing permitting, transporting, and beneficial reuse and disposal technologies. The CONSULTANT shall supply comprehensive information regarding its qualifications and recent experience completing similar services agreements, its financial and bonding capabilities, and experience in biosolids and residuals management for CITY review and acceptance. B. CONSULTANT'S haul truck drivers providing Services to the CITY shall have at least three years of commercial over -the -road experience driving semi -trucks similar to the haul vehicles and shall have had no misdemeanor moving violations or preventable accidents for beginning one year prior to the Agreement term and throughout the Agreement term in either commercial or personal vehicles. C. If biosolids reuse is by agricultural land application, the CONSULTANT shall enlist the services of an Agronomist with at least 5 years of experience conducting similar work calculating biosolids application rates, crop nutrient requirements and uptake rates, nutrient and pollutant loading on fields, and providing verification that approved biosolids application rates were followed in the field. The CONSULTANT shall supply information regarding qualifications and experience of the Agronomist for CITY review and acceptance. 1.3 GENERAL LIMITATIONS AND REQUIREMENTS A. The successful CONSULTANT shall obtain a business license from the City of Petaluma prior to contract execution. Processing of a business license takes approximately ten business days. The CONSULTANT shall apply for a business license no later than five calendar days following the Award of the Agreement. B. The CONSULTANT shall be responsible for the protection from its activities of public and private property at and adjacent to the site and the reuse/disposal site(s), and shall exercise due caution to avoid damage to such property. The CONSULTANT shall repair or replace all existing improvements that are damaged or removed as a result of its operations, at no cost to the CITY. If CONSULTANT fails to make any repair or replacement when required by the CITY, the CITY may in addition to all other available remedies, repair or replace or have repaired or replaced the damaged or removed improvements and deduct the cost from amounts due or that may become due to CONSULTANT under the Agreement. C. The ECWRF is an operating municipal wastewater treatment plant and the CONSULTANT shall coordinate all Services defined in this Scope of Services that Resolution No. 2014-059 N.C.S. Page 15 occur at the ECWRF site with the CITY and the Cl"rY's other contractors and service providers and shall not in any way impede or impair the operations of the treatment plant or other work at the site. D. All vehicles utilized by the CONSULTANT in the performance of this Contract shall be kept in a clean, operable, and safe condition acceptable to the CITY at all times and vehicles and drivers shall present a respectable image to the community. 1.4 ECWRF ACCESS AND TRAFFIC CONTROL A. CONSULTANT's haul vehicles shall enter and exit only at the designated entrance gate to the ECWRF. The site plan for the ECWRF is shown on drawings included with this Scope of Services as Attachment A-4. B. The speed limit on the ECWRF shall be five (5) miles per hour maximum for all vehicles. On the ECWRF site the CONSULTANT's haul vehicles shall be limited to designated roadways and shall follow haul routes designated by the CITY. C. The CONSULTANT shall take all necessary steps to minimize inconvenience to the treatment plant operations and the general public throughout the performance of Services for this Agreement. No public or treatment plant driveways, fire lanes, or roads shall be blocked by CONSULTANT's vehicles and safe access shall be maintained for treatment plant operations and the general public at all times. D. The CONSULTANT may not use the CITY's ECWRF for repairs or storage of equipment and supplies. 1.5 CONSULTANT'S REPRESENTATIVE A. The CONSULTANT shall designate in writing before starting work an authorized representative who shall have the authority to represent and act for the CONSULTANT for the duration of the contract. Any change in the designation shall require prior review and acceptance by the CITY. B. When the CONSULTANT is comprised of two or more persons, firms, partnerships or corporations functioning on a joint venture basis, said CONSULTANT shall designate in writing before starting work, the name of one authorized representative who shall have the authority to represent and act for the CONSULTANT. C. In the case of urgency or emergency where the CONSULTAN'T'S authorized representative is not present on any particular part of the work and where the CITY wishes to give notification or direction, it will be given to and be obeyed by any of the CONSULTANT's workers in the area. 1.6 NOISE ABATEMENT A. Operations shall be performed so as to minimize unnecessary noise. Noise levels clue to performing Services shall not exceed the levels specified by ECWRF standard operating procedures or local ordinance, whichever are lower. Resolution No. 2014-059 N.C.S. Page 16 B. Internal combustion engines shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated without said muffler. 1.7 SAFETY REQUIREMENTS A. The CONSULTANT shall comply with all CAL/OSHA, Department of Transportation and all other applicable safety requirements. It shall be the CONSULTANT'S sole responsibility for malting sure that these safety requirements are met and the CONSULTANT shall fully assume all liabilities for any damages and/or injuries resulting from its failure to comply with the safety requirements. Failure on the CITY'S part to stop unsafe practices shall, in no way, relieve the CONSULTANT of its responsibility. B. The CONSULTANT shalt inform all workers of the hazards and safety procedures associated with handling biosolids, wastewater solids, and working at a wastewater treatment facility where raw wastewater, wastewater biosolids, hazardous chemicals, and other hazards may be present. The CONSULTANT shall be responsible for directing all its workers and subcontractors to strictly adhere to the approved methods for safely conducting work at a wastewater treatment plant and associated with handling wastewater solids. No work shall proceed until each CONSULTANT worker and subcontractor understands the scope of the work and all safety rules and work procedures to be followed. The CONSULTANT shall not allow a new employee or new subcontractor to begin any work on CITY projects without a full and proper safety orientation. The CONSULTANT shall take all necessary precautions for the safety of and shall provide the necessary protection to prevent damage, injury, or loss to the following: I. All persons at the Site and other persons and organizations who may be affected thereby. 2. All of the Services and materials and equipment to be used to perform the Services as described herein, whether on or off the Site 1 Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of the performance of the Services. C. The CONSULTANT shall inform all workers that the ECWRF is a wastewater treatment facility and each worker shall review ECWRF site safety procedures and shall sign a contractor safety checklist prior to commencement of any work at the treatment plant as required by the CITY. D. The CONSULTANT shall notify the CITY within one hour of any reportable accident, injury, or occupational illness occurring during the performance of Services for this Agreement or occurring to the CONSULT'ANT's workers while at the ECWRF. Resolution No. 2014-059 N.C.S. Page 17 1.8 RESTORATION OF EXISTING FACILITIES A. Whenever existing facilities/improvements such as pavements, berms, roads, signs, curbs, or other improvements, have been damaged by the CONSULTANT'S operation, such facilities/improvements shall be restored/repaired to their original conditions as required by the CITY. All costs involved in restoring existing facilities/improvements shall be born by the CONSULTANT and no additional compensation will be allowed therefore. Resolution No. 2014-059 N.C.S. Page 18 SECTION 2 SPECIFIC REQUIREMENTS FOR SERVICES 2.1 DESCRIPTION OF SERVICES A. General The CONSULTANT shall furnish the necessary resources for hauling and beneficial reuse or disposal of the City's wastewater biosolids produced at the wastewater treatment plant called the Ellis Creek Water Recycling Facility (ECWILF). B. Wastewater Treatment Facility Operations The ECWRF is designed to treat 6.7 million gallons per day (average dry weather flow) of municipal wastewater fi•om the City of Petaluma. During normal operations, the ECWRF will stabilize and dewater biosolids using the following treatment processes: headworks equipment for screening and grit removal; oxidation ditches for aerobic treatment; and mesophilic anaerobic digestion. Digested sludge is stored in a sludge storage tank prior to dewatering by a low -speed rotary screw press, and transferred by a progressive cavity pump to distribution piping with automatic flow control valves into haul trailer pre -positioned in a loading bay adjacent to the Screw Press Building. The loaded trailer will be shuttled to the Trailer Staging Area by the City using a City -owned semi -truck tractor (Yard Mule) or hauled from the ECWRF site by the CONSULTANT. C. Biosolids Hauling The CONSULTANT will furnish the trailers, the haul vehicles and labor to bring empty haul trailers to the ECWRF' s Trailer Staging Area, and remove loaded trailers from the Trailer Staging Area or the loading bay, haul the biosolids from the ECWRF on public roads, and reuse or dispose of the biosolids by unapproved method. D. Beneficial Reuse or Disposal The CONSULTANT shall reuse or dispose of the biosolids by a method meeting all regulatory requirements and the approval of the CITY. The City requires at least 50 percent by weight of the total biosolids hauled from the ECWRF by the CONSULTANT each year to be reused by some accepted method, as opposed to landfilled as a waste. E. Wastewater Solids Estimated Quantity 1. During normal operation of the ECWRF dewatering process, the production of dewatered biosolids is estimated to be in the range of five hundred fifty (550) wet tons to seven hundred fifty (750) wet tons per month. 2. The ECWRF dewatering process normally operates on a regular schedule and produces dewatered biosolids seven (7) days per week. Dewatered biosolids shall be removed from the ECWRF on a regular schedule. Frilly loaded and partially loaded trailers shall be removed as directed by CITY staff, and the biosolids hauling schedule shall not restrict the production of biosolids. Resolution No. 2014-059 N.C.S. Page 19 3. During special operational circumstances such as treatment process upset, the ECWRF may produce unclassified wastewater solids that are not fully stabilized or that do not meet the quality or monitoring requirements of Class "B" biosolids as defined herein in Section 2.5 C and as required for land application by all federal, state, and local laws and regulations. The CITY may require that Consultant haul and dispose of unclassified wastewater solids produced during special operational circumstances at the ECWRF. The quantity of unclassified wastewater solids that the ECWRF may produce during special operational circumstances is estimated to be in the range of zero (0) wet tons to seven hundred fifty (750) wet tons per month. 2.2 LOCATION OF TREATMENT FACILITY A. The biosolids will be generated at and removed from the CITY's wastewater treatment plant, the Ellis Creek Water Recycling Facility (ECWRF). The ECWRF is located at 3890 Cypress Drive, Petaluma, CA 94954. The ECWRF is adjacent to and west of Lakeville Highway (State Highway 116) approximately two miles south of the intersection of Lakeville Highway and State Highway 101, in Petaluma, Sonoma County, California, 94954. See Attachment A-4 to this Scope of Services, for maps, figures, and drawings showing the general location of the ECWRF and access roads. B. The biosolids loading bay and trailer staging area are at the ECWRF in the vicinity of Building 17, the Screw Press Building, as shown in Attachment A-4 to this Scope of Services. Access and egress to Building 17 and Trailer Staging Area at the ECWRF site shall be by routes designated by the City. 2.3 LIST OF SERVICES The Services to he performed by the CONSULTANT under this Agreement are expected to include the following: A. The Services include, but are not limited to furnishing all labor, materials, equipment, and maintenance required for hauling and beneficial reuse, further processing, or disposal of biosolids or other unclassified wastewater solids generated by the CITY's ECWRF commencing after Agreement negotiations and award and issuance of the Notice to Proceed. B. The Services include providing approved biosolids reuse or disposal methods such as land application under the guidance of Agronomist, composting process, reuse as landfill alternative daily cover, disposal in a landfill as a waste, or other disposal method. C. The Services include coordinating with the CITY to bring CONSULTANT owned empty trailers to, and remove loaded trailers from, the ECWRF on a regular schedule, approximately five (5) days to seven (7) days per week except under special circumstances and when the City authorizes a modification to the regular removal schedule. The hauling schedule shall be flexible, allowing the CITY to add or subtract loads as required. The CITY must approve any permanent schedule change. D. The Services include providing additional hauling and reuse or disposal services if the CITY requires additional wastewater solids removal, such as might be caused by Resolution No. 2014-059 N.C.S. Page 20 special operational circumstances, high inflow volumes, or process or equipment problems. In such event, the CITY reserves the right to require the CONSULTANT to perform additional hauling and reuse or disposal services, bring empty trailers to and remove loaded trailers from the ECWRF, upon 13 -hour prior notice by the CITY. E. The Services include providing equipment acrd drivers that have current registration and licensing required to transport biosolids. Drivers may have had no misderneanor moving violations beginning one year prior to the Agreement term and throughout the Agreement term. F. The Services include furnishing and maintaining at least three (3) water -tight end - dump semi trailers with covers suitable for transporting biosolids at the ECWRF for the CITY to use during dewatering to load, shuttle, and stage biosolids. The CONSULTANT shall ensure that the CITY has the optimum number of trailers for efficient operations, and shall provide additional trailers as required. G. The Services include that the CONSULTANT's drivers inspect the trailer and load; reposition the load; clean the trailer exterior and tires of all loose wastewater solids; inspect, deploy, and secure the trailer cover prior to hauling a loaded trailer from the ECWRF or shuttling a trailer to the Trailer Staging Area. It shall be the responsibility of the CONSULTANT's drivers to ensure that the trailer tarp cover is correctly tied down and properly secured on trailers that they transport from the Site. 14. The Services include that the CONSULTANT's drivers un -tarp all empty trailers arriving at the Site, except as approved otherwise by the CITY, such as during rainfall events. 1. The Services include furnishing permanent plastic trailer bed liners for loading at the ECWRF as required and as approved by the CITY to ensure trailers dump efficiently and to prevent spills. J. The Services include coordinating the schedule and biosolids removal in accordance with the ECWRF dewatering and loading schedule to limit staging time of loaded trailers to forty eight (43) hours, except as approved otherwise by the CITY. K. The Services include coordinating the schedule to bring empty trailers and remove loaded trailers) from the ECWRF between approximately 7:00 A.M. and 4:00 RM, unless another operating schedule .for the. Services is approved by the CITY. L. The Services include the CONSULTANT's drivers checking -in at the ECWRF Operations Office, logging -iii and receiving direction for placement of the empty trailer transported to the Site, receiving direction regarding the loaded trailer to be transported from the Site, and filling out the manifest for the trailer load to be hauled. A final manifest must be provided that includes the weight of each load to the CITY. M. The Services include, but is not limited to, obtaining all permits, authorizations, and exemptions, paying all fees, and complying with all federal, state and local laws and regulations, permits, codes ordinances, and requirements for wastewater biosolids handling, transportation, and reuse or disposal. Resolution No. 2014-059 N.C.S. Page 21 N. The Services include responsibility for complying with all laws and regulations for monitoring, recordkeeping, and reporting requirements for biosolids land application, composting, or any other reuse processing or disposal options. O. The Services include submitting a copy to the CITY of regulatory permitting, approvals, monitoring reports, laboratory reports, annual processing and land application reports, or other documentation of any project related activities performed by the CONSULTANT as are specified in the Agreement or when requested by the CITY. P. The Services include furnishing other materials and equipment or providing other services required to complete the Services as described in this Scope of Services. 2.4 SUBMITTALS A. The CONSULTANT shall submit to the CITY for review in the time specified or in ample time for each to serve its purpose such schedules, requests, invoices, reports, test results, permits, and other information as are specified in the Agreement or reasonably required for execution, monitoring, or control of the CONSULTANT's Services. B. Submittal List 1. Proof of a current City of Petaluma Business License 2. For each calendar year, a Project Plan for review and acceptance by the CITY describing the proposed means of solids hauling, primary reuse or disposal options, and alternative reuse and disposal options and other required Plan information. The initial Project Plan shall be submitted within ten (10) working days after the Notice to Proceed. Subsequent Project Plans with updates including changes to operations plans, contact information, primary and alternative reuse and disposal options shall be submitted by February I of each year. 3. A monthly biosolids report identifying the total wastewater solids hauled, processed, reused, or disposed, and any proposed Plan changes shall be submitted each month. 4. Written designation of the CONSULTANT's representative. Communication and emergency contact information including Email addresses, cell phone numbers and emergency phone numbers for all CONSULTANT and CITY personnel responsible for providing and managing the hauling and reuse or disposal Services, within ten (10) working days after the Notice to Proceed and again after information updates. 5. A Traffic Plan and a Spill Response and Prevention Plan for wastewater solids removal, including spill response, notification, and reporting procedures if wastewater solids are accidentally spilled on-site or spill oft -site such as on public roadways shall be submitted within ten (10) working days after the Notice to Proceed. An updated plan shall be submitted whenever information is updated in these plans and annually no later than February 1 of each year. The Spill Response Enid Prevention Plan shall address prevention of spills or Resolution No. 2014-059 N.C.S. Page 22 leakage, especially during rainstorm events. The Plan shall include, but shall not be limited to, all information required by law and shall include the following; a. A description of all regular routes to be used for hauling, and emergency alternate routes. b. Emergency contact information and notification procedures. c. Personal protective equipment requirements. d. Response instructions for a spill occurring onsite. e. Response instructions for a spill occurring during biosolids transport. f Description of spill equipment to be maintained in each haul vehicle g. Response instructions for emergency storage or disposal given a storage or processing facility failure. h. Response instructions if hazardous or other unauthorized material is found in load. 6. Permits, approvals, exemptions, authorizations, licenses, reports and certifications applicable to the Services and updates of any these documents that are revised or renewed during the duration of the Agreement, within thirty (30) days of a written request. 7. Manifest information for each load of wastewater solids transported from the treatment plant shall be provided to the ECWRF operations staff before a loaded trailer is hauled from the ECWRF. 8. Invoice for payment including an invoice summary. 9. Annual report of total wastewater solids hauled, processed, reused, or disposed, including nutrient and metals loading for land application and all other detailed information to the CITY as required by regulation in an summary report to be included in the CITY's annual biosolids report to regulators, annually by February I for all biosolids handled in the preceding calendar year. 10. Copies of laboratory reports for all laboratory testing conducted on the CITY's biosolids by the CONSULTANT, within thirty (30) days of report date. C. A Project Plan 1. The Project Plan shall include type, size, capacity, and number of the equipment that are proposed to be used, dimensions and type of trailers to be used, and days and times of pick up and of return of haul containers to the EC W RF. I The Project Plan shall include an example of the format and describe the procedure to be used for producing monthly trailer haul logs. The haul log shall include date, departure time from plant, cake ticket member (if applicable), origin of biosolids, trip destination, trailer license number, truck license number, trucking subcontractor (if applicable) driver's name, gross, tare, and load weights and weight ticket number. Resolution No. 2014-059 N.C.S. Page 23 3. The Project Plan shall include a map depicting haul routes and a list identifying all required hauling permits and approvals. 4. The Project Plan shall identify the emergency storage or disposal options that are to be used in the event that the preferred disposal method is interrupted for any reason. 5. The Project Plan shall provide information on each reuse, process, or disposal option to be used and the associated each reuse, process, or disposal site. 6. For land application, the Plan shall specify vector attraction reduction options, application site location(s) and map, significant environmental features, identify site monitoring, identify property owner and operator and lease agreements. Describe site history, and provide the projected site capacity by the Agronomist including application rates, training by the Agronomist for site personnel, and verification by the Agronomist that application rates were followed. if the site(s) is to be leased for beneficial reuse of wastewater solids, provide authorization by owners. 7. The Plan shall include copies of all permits and approvals required for the proposed handling, hauling, reuse/disposal methods(s), including but not limited to RWQCB (Regional Water Quality Control Board) waste discharge permits and requirements, solid waste facility permits and agreements, conditional land use permits, waste disposal exemptions from all federal, state, and local agencies having jurisdiction. 8. The Plan shall include a typical example of the CONSULTANT's monthly invoice. The monthly invoice example shall include a typical monthly hailer haul log and weight ticket. 2.5 WASTEWATER SOLIDS REMOVAL A. General The CONSULTANT shall maintain compliance with applicable requirements of all federal, state and local laws and regulatory agencies having jurisdiction over the Services covered under this Agreement, including, but not limited to the regulatory requirements in effect as of the commencement of this Agreement. Requirements applicable to the Services include, but are not limited to, the following: a. RWQCB NPDES Final Order No. R2-2011-0003, NPDES Permit No. CA0037810 (San Francisco Regional Water Quality Control Board, National Pollutant Discharge Elimination System Permit for City of Petaluma) Resolution No, 2014-059 N.C.S. Page 24 b. SWRCB General Order (California State Water Resources Control Board Order No. 2004-0012-DWQ-General Waste Discharge Requirements for the Discharge of Wastewater solids to Land for Use as a Soil Amendment in Agricultural, Silvicultural, Horticultural, and Land Reclamation Activities) c. EPA's Wastewater Solids Rule 40 CFR 503 (Environmental Protection Agency Standards for the Use and Disposal of Sewage Sludge, Title 40 of the Code of Federal Regulations, Part 503) d. Local waste disposal and wastewater solids land application requirements for the reuse and disposal sites. 2. The CONSULTANT must possess and maintain in effect for the duration of this contract all necessary regulatory approvals, permits, licenses and certifications required to haul and reuse/dispose of the wastewater solids. 3. The CONSULTANT shall submit an annual report of total waste handled and reused or disposed, including total solids hauled, reuse and/or disposal site information, nutrient and metals loading for land application, and other information required by regulation and by the CITY for the CITY's annual biosolids report to the regulators. The report information shall be provided in Excel spreadsheet compatible format. The Consultant shall complete and include with its report [lie City's annual report template forms in Excel format for reuse or disposal of biosolids listing regulated concentrations of all regulated chemicals and biosolids characteristics and the land application site details and application rates for each land application site. Consultant shall enlist the expertise of a Soil Agronomist to calculate application rates and provide expertise in report preparation. 4. The CONSULTANT shall submit original receipts (i.e. weight tickets) obtained from the weight station and/or final disposal site which shall verify the quantities of CITY's biosolids and wastewater solids being reused or disposed. Weight Tickets shall be submitted daily for the prior day's work. Weight tickets shall have as a minimum the following information: a. Weight Ticket/Receipt Number b. Cake Ticket Number (if applicable) c. Name of Hauler d. Trailer License Number e. Customer Name or identification number £ Source g. Date h. Time i. Gross, tare, and net weight j. Signature of weigh station attendant 5. The CONSULTANT shall submit a biosolids report monthly that shall include receipts, manifests, and a trailer load log for all wastewater solids hauled, organized in chronological order showing date, trailer number, gross and tare haul vehicle weights and net load weights with weight ticket number, Resolution No. 2014-059 N.C.S. Page 25 destination sites, and other load information. Monthly reports also shall include it status report regarding Agreement requirements and any proposed Project Plan changes for CITY review and acceptance. If biosolids reuse is by agricultural land application, the monthly report shall also include site application rates and supporting data with calculations by Agronomist, training records from the Agronomist, verification certifications by the Agronomist that site application was done properly. 6. The Cfl'Y reserves the right to inspect and observe all aspects of the CONSULTANT's activities relating to the hauling, transportation, reuse or disposal, safety training or record keeping of the CITY's wastewater solids including access to atl land application sites, storage facilities, composting facilities, or other reuse, processing, or disposal sites without prior notice or the CONSULTANT's knowledge. 7. The CONSULTANT shall notify the CITY as soon as possible but no later than twenty four (24) hours should a local, state or federal regulatory agency find the CONSULTANT in violation of laws or regulations of its permit(s). The CONSULTANT shall provide details on how it plans to correct or mitigate the violation. Failure to notify the CITY within the indicated time frame may result in the CITY exercising its right to treat such non performance as an event for which the CONSULTANT agrees to pay liquidated damages. 8. The CONSULTANT shall notify the CITY within one (1) hour of any reportable accident or spill occurring during the performance of Services for this Agreement. B. Loading, Staging and Hauling Equipment 1. Haul Trailers a. CONSULTANT shall furnish steel or aluminum body end dump, water -tight, equipped with permanent plastic bed liners, semi -trailers in near -new condition with sturdy easily deployed covers suitable for loading, staging, and hauling biosolids over State highways. Trailers shall have a minimum volume capacity of 42 cubic yards, a minimum length of 36 ft, and a maximum length of 40 feet. The trailers shall easily fit into the loading bay as shown on the drawing in Attachment A-4 so as to be loaded simultaneously by all three pumped outlets without adjusting trailer position. Trailers shall be Travis Classic Frameless trailers, or approved equal. b. Haul trailers shall comply with Department oFTransportation requirements for the transportation of biosolids over State Highways. c. The CONSULTANT shall ensure that the CITY has the optimum number of trailers for efficient operations, shall provide a minimum of three (3) trailers at the ECWRF at all times, and shall provide additional trailers as required. Trailers shall be maintained by the CONSULTANT. If a trailer is identified by the City as being deficient or difficult to load, tarp, or shuttle, that trailer shall not be used for the work and shall be removed from the Site by the CONSULTANT within five (5) calendar days and replaced. Resolution No. 2014-059 N.C.S. Page 26 2. CONSULTANT may propose the installation and use of additional equipment at the ECWRF to facilitate loading, staging, or hauling of biosolids in the CONSULTANT's trailers such as equipment to control odors, vectors, or rainwater provided the equipment and installation is reviewed and approved by the CITY. If the equipment and installation is approved by the CITY, the CONSULTANT shall pay all costs of furnishing and installing the equipment at no additional expense to the CITY. C. Wastewater Solids Quality 1. The CITY ECWRF will create biosolids treated for pathogen and vector attraction reduction and will monitor dewatered biosolids with regular laboratory testing as required to ensure that, at a minimum, the CITY's biosolids have the following characteristics: a. Are classified as Class B Biosolids meeting vector attraction reduction and pollution ceiling concentration limits for the nine regulated metals of EPA 40 CPR 503 and pathogen reduction standards specified in EPA 40 CFR 503.32(b) b. Do not constitute a hazardous waste as defined by Chapter 11, Division 4.5, Title 22 of the California Code of Regulations c. Are suitable for reuse in a composting process or for land application d. Average between 15 percent and 90 percent total solids by weight, on an average monthly basis e. Do not contain any radioactive isotopes at levels regulated under applicable law 2. Under special circumstances, the City may require that the CONSULTANT load, haul, and reuse or dispose of unclassified wastewater solids. Unclassified wastewater solids have not been fiilly characterized and have not achieved the 40 CFR 503 regulations Class B designation for pathogen reduction or VAR (Vector Attraction Reduction) requirements. The CITY's unclassified wastewater solids will have, at a minimum, the following characteristics: a. Comply with pollutant ceiling concentration limits for the nine regulated metals of 40 CFR 503 regulations b. Do not constitute a hazardous waste as defined by Chapter 11, Division 4.5, Title 22 of the California Code of Regulations c. Average between 12 percent and 90 percent total solids by weight, on an average monthly basis d. Do not contain any radioactive isotopes at levels regulated under applicable law. 3. T'he CITY will monitor biosolids treatment processes and conduct regular biosolids 40 CFR 503 pollutant concentration testing as required to classify BCWRF biosolids as Class B Biosolids suitable for reuse during the tern orthe Agreement. The CITY will make its independent test results available and will provide review and authorization of NAN] (Notice of Necessary Information) for ECWRF biosolids to the CONSULTANT as required to assist the Resolution No. 2014-059 N.C.S. Page 27 CONSULTANT to obtain and maintain reuse, processing, or disposal permitting. 4. The CITY's existing monitoring program includes testing samples of dewatered wastewater solids from the ECWRF for constituents including metals and priority pollutants as regtured to meet stringent landfill waste acceptance criteria. The wastewater solids quality reports from the years 2012 and 2013 are included in this Scope of Services in Attachment A-3, for information only. 5. The CONSULTANT shall be responsible, at its expense, for meeting all monitoring and reporting requirements imposed by all regulatory agencies having jurisdiction over CONSULTANT operations. All wastewater solids sampling, laboratory analyses, or characterization that the CONSULTANT may require for permit acquisition, regulatory compliance, wastewater solids reuse; land application, processing, landfill waste acceptance, or other disposal option shall be the responsibility of the CONSULTANT and shall be conducted at no additional cost to the CITY. The City is under no obligation to adapt its sampling schedule to suit the monitoring requirements of the CONSULTANT. The CONSULTANT may use data from the biosolids samples independently collected and analyzed by the City or may conduct its own independent monitoring as required. The CONSULTANT shall provide the CITY with copies of all sampling information including sample chain of custodies, certified laboratory reports, and summarized test results for all analytical testing involving the CITY's wastewater solids. 6. The CITY makes no representation that the classified biosolids or unclassified wastewater solids produced by the ECWRF will have a particular viscosity, characteristic, or quality except as identified herein. D. Wastewater Solids Removal I. The wastewater biosolids shall be loaded, transported, stored, and reused or disposed within the time lirnits and according to the required procedures of the ECWRF, as identified in wastewater solids regulations, and as described herein in order to limit the possibilities for creating odors, attracting vectors, or creating a health hazard or nuisance. 2. The CONSULTANT shall provide labor and equipment to transport the wastewater solids to an approved offsite location using personnel qualified to operate the transport vehicles. 3. The CONSULTANT's haul vehicles and drivers to be used for the Services shall have the permits and licenses required by regulations including pennitting for hauling wastewater solids in every jurisdiction along all proposed haul routes. 4. The CONSULTANT's labor and biosolids haul truck drivers at the ECWRF site shall be courteous and neat and clean in appearance and shall have sufficient proficiency in English speaking skills to communicate clearly and understand verbal and written directions given by the ECWRF operations staff and as required to perform Services for the CITY. Resolution No. 2014-059 N.C.S. Page 28 5. During normal operations, ECWRF operators will shuttle trailers to and from the "Trailer Staging Area and the loading bay as the dewatering process dictates. Periodically, the CONSULTANT's drivers shall be required to provide shuttling services. ECWRF operators will identify exactly which trailers need to be moved and where they need to be moved. The shuttling of trailers by the CONSULTANT's drivers shall be limited to pulling one full load from the loading bay and positioning one empty trailer into the bay. 6. The CONSULTANT's drivers shall be responsible for inspecting die exterior of all vehicles used for transporting the CITY's wastewater solids and shall clean off any loose material or wastewater solids prior to transporting equipment to or from the ECWRF site or as directed by the CITY. The CITY will provide a cleaning station located at the ECWRF with utilities where the exterior of haul vehicles may be cleaned of loose material. 7. The CONSULTANT shall be responsible for all federal, state, and local regulatory requirements for the lawful transport and unloading of biosolids. The CONSULTANT shall not exceed the gross road, bridge, or highway weight allowances in pounds when loaded, based on the length of the truck, number of axles or 80,000 lbs., whichever is lower. 8. The CONSULTANT shall be responsible to provide training to all its drivers on CITY policies and procedures and the approved Spill Prevention and Response Plan and shall ensure that all haul vehicles used for CITY biosolids contain the approved Spill Prevention and Response Plan and spill cleanup equipment. 9. The CONSULTANT's drivers shall be subject to regular testing by CITY personnel for knowledge of CITY policies and procedures, and the spill prevention and response plan. Non-compliance with plant policies or lack of training and preparedness of the CONSULTANT's drivers may result in the CITY issuing the CONSULTANT a NOD. 10. Empty trailers transported to the ECWRF shall be logged -in and parked at the Trailer Staging Area or positioned in the biosolids loading bay or placed at another onsite location as directed by ECWRF operations staff. Loaded trailers shall be manifested, inspected, and hauled from the Trailer Staging Area or from the biosolids loading bay or other onsite location as directed by ECWRF operations staff. 11. At any time, the CITY may inspect haul vehicles or request for review copies of driving licenses, registrations, driving record, on -board spill response and safety equipment, or may interview the CONSULTANT's drivers. if the CITY identifies that a haul vehicle or driver violates CITY, local state or federal laws, regulations or policies, or do not meet the requirements of the Agreement the CITY may issue the CONSULTANT a NOD (Notice of Deficiency). The CONSULTANT'S haul vehicle or driver may be required to stop providing Services to the CITY when issued a NOD until the deficiency has been corrected and the vehicle or driver has received and passed re -inspection. Resolution No. 2014-059 N.C.S. Page 29 12. All haul trailers shall have a vehicle license number and the CONSULTANT shall use the trailer vehicle license number as an identification number on all weight tickets and load logs. 13. No payment will be made by the CITY for wastewater solids transported from the ECWRF if the CONSULTANT's drivers do not check in with the operations staff upon arrival at the Site or if the manifest for the loaded trailer is not completed before the load is transported from the Site, unless other procedures are approved by the City. 14. The CITY will notify the CONSULTANf's authorized representative at least 18 hours in advance that the Services of hauling of biosolids is not required on a particular day. 15. The CONSULTANT shall be responsible for reporting within one hour to the regulatory agencies having jurisdiction and to the CITY's designated emergency contact person the occurrence of any reportable spill of wastewater solids while being transported or at the reuse or disposal site or any reportable accident involving a vehicle carrying the City's wastewater solids. Failure to immediately report a spill of wastewater solids or an accident may be subject to liquidated damages in accordance with Attachment A-2. 16. The CONSULTANT shall be responsible for the cleanup of all spills of wastewater solids while being transported or at the reuse or disposal site to the satisfaction of the regulators and the CITY. In the event of undue delay, the CITY may authorize its staff or any third party to perform required cleanup tasks. The CONSULTANT shall be responsible for paying all costs to clean up a spill as required and shall pay all fines and penalties assessed by regulatory agencies because of the spill. E. Wastewater Solids Reuse or Disposal 1. The CONSULTANT shall submit evidence annually and upon request that its reuse, processing, or disposal sites are approved by the California Environmental Protection Agency (EPA), State Water Resources Control Board, California Department of Resources Recycling and Recovery (CalRecycle), Regional Water Quality Control Board, or other agency having jurisdiction, and by local enforcement agencies with discretionary authority. The CONSULTANT shall submit to the CITY all regulatory approvals and other permitting documents to show the sites are compliant with all laws and regulations that govern the site(s). 2. If biosolids reuse is by agricultural land application, the CONSULTANT shall use transportation and land application procedures that conform to the good management practices defined in the "CWEA (California Water Environment Association) Manual of Good Practice: Agricultural Land Application of Biosolids." 1993 edition. 3. The reuse or disposal site(s) shall have a monitoring program approved by the appropriate regulatory agencies for monitoring characteristics of the wastewater solids and the site. The CONSULTANT shall assume all responsibility and Resolution No. 2014-059 N.C.S. Page 30 costs for the siteanonitoring program and shall provide CITY with a copy of all site monitoring reports within 30 days upon written request from the CITY. 4. The CONSULTANT shall perform and produce all monitoring and reporting data forms and reports and shall pay all fees and costs as required to comply with the requirements of regulatory agencies having jurisdiction over the transportation, and reuse, processing, or disposal of the CITY's wastewater solids. Copies of any report involving the CITY's wastewater solids shall be provided to the CITY. 5. Biosolids shall become property of the CONSULTANT upon being unloaded at a composting or processing reuse site pursuant to this Agreement. 2.6 COMPENSATION, INVOICING, AND PAYMENT A. Measurement and Payment I. For and in consideration of the Set -vices performed by the CONSULTANT as described in this Agreement, the CONSULTANT shall invoice the CITY and the CITY shall compensate the CONSULTANT pursuant to Section 2.6.A.2, including the hauling and reuse or disposal of biosolids and unclassified wastewater solids, except as noted in Sections 2.6 C "Liquidated Damages and Non-performance", and 2.7 "Adjustment to Compensation", and as otherwise agreed to in writing by both parties. The CONSULTANT agrees that the compensation specified herein includes all of its overhead, capital costs, permit fees, reporting fees, verification and training fees, and represents all costs to haul and reuse or dispose of the wastewater solids including but not limited to furnishing all labor, equipment, materials, vehicles, fees, maintenance, insurance, testing, permitting, monitoring, and reporting as described herein. No other expenses or costs associated with the PROJECT may be invoiced to the City. 2. The CONSULTANT's costs to the CITY for hauling, reuse or disposal of the CITY's biosolids or unclassified wastewater solids shall be based upon the actual quantity of classified biosolids and unclassified wastewater solids hauled and reused or disposed legally during the billing period on a unit cost basis of dollars per wet ton ($/WT). The unit cost(s) per wet ton shall be as shown in the schedule set forth in Attachment A-1 included hereto and incorporated herein. 3. Measurement and payment for classified biosolids and wastewater solids removal shall be on a wet weight basis per standard ton (2,000 lbs.) of wastewater solids removed from the ECWRF and properly reused or disposed. Wet weight shall mean the as -is weight of the dewatered wastewater biosolids or unclassified solids. 4. The CONSULTANT shall be responsible for determining the total wet tonnage of wastewater solids transported offsite to reuse/disposal. The tare weight and loaded gross weight of each truck shall be individually weighed for each trip. 'Che CONSULTANT shall provide the CITY with certified weight tickets issued by a landfill disposal facility or a certified public weigh station for the Resolution No. 2014-059 N.C.S. Page 31 total wet tonnage of dewatered wastewater solids hauled and reused or disposed. 5. Regardless of the Agreement basis total wet tons, the CONSULTANT shall haul and reuse or dispose of the amount of biosolids and unclassified wastewater solids as required by the CITY unless directed otherwise by the CITY. All payments shall be for the actual wet tons transported and reused or disposed, whether the total be greater or less than the Agreement basis total wet tons amount. B. The CONSULTANT shall submit invoices for payment on a monthly basis that shall include an invoice summary, a load log summary for all wastewater solids hauled, certified receipts (i.e. weight tickets) for all loads hauled from weigh stations and/or reuse or disposal sites, and any other information required to substantiate invoices. At the CITY's request, the CONSULTANT shall submit the complete invoice as a digital file with data tables as spreadsheets in Microsoft Excel compatible format for the CITY's review. The CITY will process the approved invoice after satisfactory review of the payment request, and supporting documents. C. Liquidated Damages and Non-performance I. The CITY and the CONSULTANT find that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by the City as a result of a breach by the CONSULTANT of its obligations under this Agreement. The factors relating to the impracticality of ascertaining damages include, but are not limited to, the fact that: a. Substantial damage may result to the CITY from impairment to its wastewater program due to non -conforming Services. b. Substitute performance for non -conforming Agreement Services may be available at substantially higher cost than the Agreement Services and the monetary loss resulting from delay in obtaining substitute Services is impossible to calculate in precise monetary terms. c. The termination of this Agreement for such breaches, and other remedies may, at best, be a means of future correction and not necessarily a remedy that makes the CITY whole for past breaches. CITY and the CONSUL'1'AN'f recognize that if the CONSULTANT fails to perform the Services as required, the CITY will surfer damages and that it is, and will be impractical and extremely difficult to ascertain and determine the exact amount of damages which the CITY will suffer. Therefore, without prejudice to the CITY's tight to treat such non-performance as an event of default, the CITY and the CONSULTANT agree in accordance with California Government Code Section 53069.85 that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the effective date of this Agreement, including the range of harm to the CITY that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. Resolution No. 2014-059 N.C.S. Page 32 2. CITY may determine the occurrence of events giving rise to Liquidated Damages through the observation of its own employees or representatives or investigation of complaints by regulatory agencies, land owners, or the public. 3. Liquidated Damages will typically be deducted from CONSULTANT invoices by the CITY within 30 calendar days of the date the Liquidated Damages are assessed. 4. CONSULTANT agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in the Schedule of Liquidated Damages, included as Attachment A-2 of this Scope of Services. Such damages as set forth in the Schedule of Liquidated Damages are milestones for use in assessing the Liquidated Damages for failure to timely perform certain aspects of the Services. 5. The City may assess Liquidated Damages for failure to timely perform the Services in accordance with Attachment A-2, subject to the same annual adjustments, as are specified in Section 2.7 Adjustment to Compensation. 2.7 ADJUSTMENT TO COMPENSATION A. The unit costs shall be adjusted on July I of each year for Services provided on or after July 1 of that year. No adjustments shall be made until July 1, 2015, unless agreed to in writing by both parties. The adjustment to compensation shall be as follows: 1. The unit costs for biosolids and unclassified wastewater solids as shown in the schedule set forth in Attachment A-1 shall be increased or decreased by the change as measured by change to the U.S. Department of Labor Bureau of Labor Statistics All Urban Consumer Price Index — San Francisco Bay Area (CPI) for the annual percent change based on data for the month of June for the preceding twelve (12) months. The unit costs shall be adjusted by ninety (90) percent of the CPI change during that period except that the adjustment in any one-year shall not exceed live (5) percent during that period. The adjusted rate shall be rounded to the nearest $.05. 2. The unit costs for biosolids and unclassified wastewater solids as shown in the schedule set forth in Attachment A -I shall be increased or decreased by $0.01 for every $0.01 change in the price per gallon of diesel according to the California diesel fuel price as identified in the United States Government Energy Information Administration (EIA) diesel fuel price index identified as the "Weekly Retail On -Highway Diesel Prices". The diesel price on January 6' 2014, shall be the basis for the initial compensation adjustment effective July 1, 2015, and the adjustment shall be the difference in price from January 6, 2014 to the price of diesel the first week of June 2015. Subsequent annual adjustments shall be the difference in the price per gallon of diesel from the first week in June of the current year to the preceding year. The adjusted rate shall be rounded to the nearest $.05. 'Cite index is available on the Internet website http://tonto.eia.doe.gov/oog/info/wohdp/diesel,asp. Resolution No. 2014-059 N.C.S. Page 33 3. After the first three-year Term of the Agreement, Consultant may make a separate and independent rate adjustment request not more often than once every twelve months to recover in future years, increases other than die normal operating, maintenance and repair costs that shall be considered part of the annual adjustment. Such request shall be limited to items such as surcharges, taxes or other charges directly related to biosolids disposal or reuse as imposed by government or regulatory agencies, or costs associated with complying with regulations that are imposed after the proposal date and were unknown and reasonably could not have been known to be future charges at the time of submitting its proposal. Any such rate adjustments that are approved will be prospective only. City will evaluate each rate adjustment request. City may request, and Consultant shall provide, such additional information as determined by City to be needed to properly evaluate a rate adjustment request. Failure to submit requested information shall be a basis for rejecting a rate adjustment request. B. The average monthly quantities and schedule of production of biosolids and unclassified wastewater solids to be transported and reused or disposed that are given in this Scope of Services are approximate only, being given as a basis for the comparison of costs. The actual average monthly quantities may vary from the quantity provided herein. No adjustments to the compensation provided in the Agreement shall be made therefore except as noted in this Scope of Services. END OF SCOPE OF SERVICES Resolution No, 2014-059 N.C.S. Page 34 ATTACHMENT A -I SCOPE OF SERVICES FOR Tlit HAULING AND BENEFICIAL REUSE OR DISPOSAL OF CITY BIOSOLIDS SERVICES COST SCHEDULE For the full performance of services set forth in the Scope of Services as described herein, the CITY shall compensate CONSULTANT using the following unit costs. No other expenses or costs associated with the Services may be invoiced to the City, except as noted in Sections 2.6 "Compensation, Invoicing, And Payment" and 2.7 "Adjustment to Compensation", and as otherwme agreed to in writing by both parties; Wei Tons Per Calendar Month Unit Cost S/Wet Ton Unit Cost Written in Words Biosolids: 0 to 549 $43.32 Forty-three dollars 32 cents 550 to 750 Greater than 750 $44 R2 Fnrty-thrPA dnllarc 92 rr ntc $43.32 Forty-three dollars 32 cents Wet Tons Per Calendar Month Unit Cost $ / Wet Ton Unit Cost Written in Words UneNssified Wastewater Solids oto 549 $53.77 Fifty-three dollars 77 cents 550 to 750 Greater than 750 .$33 7 Fifty-three ddlarS-7,7 nts $53.77 Fifyt-three dollars 77 cents Resolution No. 2014-059 N.C.S. Poee 35 ATTACHMENT A-2 SCHEDULE FOR LIQUIDATED DAMAGES Consultant may be assessed Liquidated Damages if Consultant fails to timely perform Services listed in this Attaclunent in accordance with the terms and conditions of the Agreement. No. Description Amount L Failure to Maintain Continuous Reliable Service. For failure to $400/ Day provide equipment or personnel required to provide continuous reliable performance of the Services defined in the Agreement. 3 Notification of Spill: Failure to notify the CITY or other authority(s) $1000/ having j urisdiction within the first hour atter the occurrence that a Each Hour reportable accident or spill has occurred involving performance of the Delay Services provided to the City under this Agreement. Notification of Regulatory Violation: Failure of the CONSULTANT $500/ Day to report to the CITY any violation of federal, state, or local laws, or Delay in regulatory requirement associated with the hauling and reuse or Notification disposal of biosolids or the Services identified in the Agreement. In placing Designee's signature and date at the place provided, each party specifically confirms the accuracy of the statements made above and the fact that each party has had ample opportunity to consult with legal counsel and obtain an explanation of liquidated damage provisions of the time that the Agreement was made. Consultant y<. 1 '4 if, .vv Date: City. Resolution No. 2014-059 N.C.S. Page 36 INSURANCE REQUIREMENTS EXHIBIT B-1 Consultant's performance of the Services under this Agreement shall not commence until Consultant shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Consultant shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Consultant, the Consultant's agents, representatives, employees and subcontractors. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. 2. Insurance Services Office form covering Automobile Liability, code I (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Such other insurance coverages and limits as may be required by the City. 13. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $,1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. 4. Such other insurance coverages and limits as may be required by the City. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Resolution No. 2014-059 N.C.S. Page 37 D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, 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. 6. Consultant agrees to waive subrogation rights agauist City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. F. Verification of Coverage Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. Resolution No. 2014-059 N.C.S. Page 38 EXHIBIT C ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO CITY OF PETALUMA.LIVING WAGE ORDINANCE PETALUMA MUNICIPAL CODE CHAPTER 8.36 The City of Petaluma Living Wage Ordinance ("Ordinance"), Petaluma Municipal Code Chapter 8.36, applies to certain service contracts, leases, franchises and other agreements or funding mechanisms providing financial assistance (referred to hereafter as an "Agreement') between the City of Petaluma ("City") and/or the Petaluma Community Development Commission ("PCDC") and contractors, lessees, franchisees, and/or recipients of City and/or PCDC funding or financial benefits ("covered entities"). Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or proposal for any Agreement subject to the Ordinance, the covered entity shall: ® Acknowledge that the covered entity is aware of the Ordinance and intends to comply with its provisions. Complete the Report of Charges, Complaints, Citations and/or Findings contained in this Acknowledgement and Certification by providing information, including the date, subject matter and manner of resolution, if any, of all wage, hour, collective bargaining, workplace safety, environmental or consumer protection charges, complaints, citations, and/or findings of violation of law or regulation by any regulatory agency or court including but not limited to the California Department of Fair Employment and Housing, Division of Occupational Safety and Health (OSTIA), California Department of Industrial Relations (Labor Commissioner), Environmental Protection Agency and/or National Labor Relations Board, which have been filed or presented to the covered entity within the ten years immediately prior to the bid, proposal, submission or request. Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each covered entity shall certify that its employees are paid a living wage that is consistent with Petaluma Municipal Code Chapter 8.36. By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy and completeness of information provided in the Report of Charges, Complaints; Citations and/or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage as defined in Petalwna Municipal Code Chapter 8.36 and (iv) attests that the person executing this Acknowledgement and Certification is authorized to bind the covered entity as to the matters covered in this Acknowledgment and Certification. Resolution No. 2014-059 N.C.S. Page 39 SO ACKNOWLEDGED and CERTIFIED: Project or Contract LD: 1� J 1 �i��°�� Date: t✓ LA — (Print Name of Covered Entity/Business Capacity) BA /s/ Its (Title /Capacity of Xuthorized Signer) Resolution No. 2014-059 N.C.S. Page 40 REPORI' OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120 FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL OR CONSUMER PROTECTION CHARGE, COMPLAINT, CITATION, AND/OR FINDING OF VIOLATION OF LAW OR REGULATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUTNOT LIMITED TO THE CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, DIVISION OF OCCUPATIONAL SAFETY AND HEALTH (OSHA), CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (LABOR COMMISSIONER), ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL LABOR RELATIONS BOARD, WHICH: a AFFECTS YOU ASA PROSPFCTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY DEVELOPMENT COMMISSION -FUNDED AGREEMENT OR BENEFIT SUBJECT -I'D PETALUMA MUNICIPAL CODE CHAPTER 3.36 (LIVING WAGE ORDINANCE), AND ® HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR TO THE BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH'L'I-IIS ACKNOWLEDGEMENT AND CER'T'IFICATION IS MADE. PLEASE, PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE COMPLAINT, CITATION OR FINDING, THE SUBJECT MATTER AND THE MANNER OF RESOLUTION, IF ANY, FOR EACH SUCI-I CHARGE COMPLAINT, CITATION OR FINDING. IF NONE, PLEASE STATE "NONE" A'17ACH ADDITIONAL PAGES IF T Date: Regulatory Agency or Court: Subject Matter: Resolution, if'any: Expected resolution, if known: Resolution No. 2014-059 N.C.S. Page 41