Loading...
HomeMy WebLinkAboutStaff Report 3.J 03/20/20063.J CITY OF PETALUNIA, CALIFORNIA March 20, 2006 AGENDA BILL Agenda Title: Resolution Approving Second Amendment To Meeting Date: March 20, 2006 Agreement With Sonoma County Waste Management Agency For AB 939 Services Meeting Time: © 3:00 PM ❑ 7:00 PM Cateeory (check one): Consent Calendar ❑ Public Hearing ❑ New Business ❑ Unfinished Business Presentation Denartment: D redtor: Contact Person: Phone Number: Public Works Vincent Marengo Marengo/Ryan 778-4303/4421 Cost of Proposal: $10,000 for additional AB939 program benefits Account Number: none Amount Budgeted: Pass through In Refuse Fees Name of Fund: n/a Attachments to Agenda Packet Item: 1. Resolution Approving Second Amendment to Agreement 2. Second Amendment to Services Agreement Between City of Petahuna and Sonoma County Waste Management Agency. Exhibit Al 3. Original Agreement 4. First Amendment to Agreement Summary Statement: AB939 requires the City to provide a program for recycling education, waste diversion programs and waste management reports as part of the Integrated Waste Management Plan. These services can all be provided to the City and its residents by the Sonoma County Waste Management Agency for an annual fee of $10,000. The City has an existing $140,000 agreement with SCWMA for use of the Agency's Household Hazardous Waste facility at the Central Disposal Site, paid for through refuse collection rates. This second amendment to that agreement, which expires June 30, 2007, would provide these additional AB 939 services, and bring the total contract price to $150,000. Recommended Citv Council Action/Suggested Motion: Authorize the City Manager to sign the attached amendment to the agreement by approving the attached resolution. Reviewed by Admin. Svcs. Dir: D �e. � 1 L Todav's Date: March 9, 2006 Reviewed by City Attornev: QDate: Revision # and Date Revised: Page 1 ADDroved by City Manager: Date: re File Code: S:\Waste Management Folder\Agenda Items\Agenda Bill - Amend SCWMA smices.doc CITY OF PETALUMA, CALIFORNIA March 20, 2006 AGENDA REPORT FOR RESOLUTION APPROVING THE SECOND AMENDMENT TO THE AGREEMENT WITH SONOMA COUNTY WASTE MANAGEMENT AGENCY FOR AB 939 SERVICES AND USE OF HOUSEHOLD HAZARDOUS WASTE DISPOSAL FACILITY 1. EXECUTIVE SUMMARY: AB939 requires the City to provide a program for recycling education, waste diversion programs and waste management reports as part of the Integrated Waste Management Plan. These services can all be provided to the City and its residents by the Sonoma County Waste Management Agency for an annual fee of $10,000. The City has an existing $140,000 agreement with SCWMA for use of the Agency's Household Hazardous Waste facility at the Central Disposal Site, paid for through refuse collection rates. This second amendment to that agreement, which expires June 30, 2007, would provide these additional AB 939 services, and bring the total contract price to $150,000. 2. BACKGROUND Before the HHW agreement with Sonoma County Waste Management Agency was put into place in 2005, Petaluma's participation in any countywide disposal, recycling or diversion programs, including HHW, was in jeopardy of being denied. To maintain service, the City of Petaluma expressed interest in creating an agreement to use the HHW facility to the Board of Directors of the SCWMA at their October 20, 2004, meeting. The Board authorized the Agency staff to work with the City of Petaluma to establish an agreement to allow Petaluma residents and businesses to use the HHW Facility on an annual basis. Presently, the HHW facility at the Central Disposal Site provides Petaluma a free drop-off program that residents may use year round. The cost to the City for this service for calendar year 2005 was $140,000. In December 2005, the City and Agency amended the agreement for an additional six months at the sante rate, prorated for January to June, 2006 at $70,000. The cost of the program is recovered in the garbage collection rates approved by the Council. Although discussions are underway between all members of the SCWMA to establish a new funding method for the SCWMA (other than tipping fees), it is unlikely that this issue will be resolved before July 2006. Therefore, the Board of Directors of the SCWMA have directed staff to develop an agreement with Petaluma to offer all the AB 939 (education, planning, compliance reporting, and various waste diversion services), and HHW services managed and supervised by the SCWMA for a total cost of $150,000 for FY 2006-07 (July 1, 2006, through June 30, 2007). Page 2 3. ALTERNATIVES: Negotiate HHW collection program and other AB 939 services with GreenWaste. 4. FINANCIAL IMPACTS: The cost of this program ($150,000 for FY 2006-07) would be recovered in the refuse collection rates. 5. CONCLUSION: This Second Amendment to the Agreement with the SCWMA includes both AB 939 required programs and HHW management services for an additional $10,000 over the HHW program alone, and acknowledges the full financial participation of Petaluma in the SCWMA. 6. OUTCOMES OR PERFORMANCE MEASUREMENTS THAT WILL IDENTIFY SUCCESS OR COMPLETION: The City will be in compliance with required AB 939 programs and the residents of the City of Petaluma will be able to continue using the HHW facility at the Central Disposal Site. 7. RECOMMENDATION: Authorize the City Manager to sign the attached second amendment to the agreement by approving the attached resolution. Page 3 ATTACHMENlT 1 RESOLUTION APPROVING SECOND AMENDMENT TO AGREEMENT WITH SONOMA COUNTY WASTE MANAGEMENT AGENCY FOR AB 939 SERVICES AND USE OF HOUSEHOLD HAZARDOUS WASTE DISPOSAL FACILITY WHEREAS, the City of Petaluma desires to provide a high degree of waste diversion as part of its Waste Management Program; and WHEREAS, the safe and proper disposal of household hazardous waste is an important component of our diversion program; and WHEREAS, the Sonoma County Waste Management Agency has offered the residents of Petaluma the use of the Household Hazardous Waste Facility at the Central Disposal Site; and WHEREAS, the City of Petaluma wishes to provide such a disposal program for its residents; and WHEREAS, the Sonoma County Waste Management Agency has offered to provide all other AB 939 required services to the City of Petaluma, including recycling education, solid waste planning, AB 939 compliance reports, and other diversion waste programs; and WHEREAS, the City of Petaluma wishes to accept these services to stay in compliance with the Countywide Integrated Waste Management Plan. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager to enter into the Second Amendment to the Agreement with the Sonoma County Waste Management Agency per Attachment A, for AB 939 services and the disposal of Household Hazardous Waste for a period of one year from July 1, 2006, to June 30, 2007, at a cost not to exceed $150,000, to be paid for from refuse collection rates. Page 4 LA ATTACHMENT 2 SECOND AMENDMENT TO AGREEMENT AB 939 and Household Hazardous Waste Facility Services This Second Amendment to Agreement, entered into and effective this Vt day of July, 2006, is made and entered into by and between the City of Petaluma, a municipal corporation and a charter city, hereinafter referred to as "CITY," and the Sonoma County Waste Management Agency, hereinafter referred to as "AGENCY." WHEREAS, CITY and AGENCY entered into an Agreement effective January 1, 2005 and terminating on January 1, 2006, governing the use of AGENCY's Household Hazardous Waste Facility (hereinafter the "Agreement"); and WHEREAS, CITY and AGENCY approved the First Amendment to the Agreement to extend the term of the Agreement for an additional six (6) months, until June 30, 2006; and, WHEREAS, CITY and AGENCY wish to amend the Agreement to (1) add additional services for compliance to the requirements mandated by AB 939, (2), to compensate the Agency $150,000.00 for services managed and performed by the Agency, and (3) extend the term of the Agreement for an additional twelve (12) months, until June 30, 2007; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained in this Second Amendment, AGENCY and CITY agree as follows: Section 1. Section 1 of the Agreement, "Services," is amended to read as follows: Services. Agency shall provide the services as described in and in accordance with the schedule set forth in Exhibit "Al" attached hereto and incorporated herein ("Services"). Section 2. Section 2. of the Agreement, "Compensation; Business Tax Certificate," is amended to read as follows: 2. Compensation: Business Tax Certificate. A. For the full performance of the Services as described herein, City shall compensate Agency under the following terms: One Hundred Fifty Thousand and 00/100 dollars ($150,000) per year, due in four equal payments quarterly upon invoice, beginning July 1, 2006. B. Agency shall submit detailed quarterly reports reflecting all Services performed on behalf of the City of Petaluma during the preceding three (3) months, and including a revised schedule for performance and additional documentation requested by City, as applicable. Page 5 5 C. Agency shall be compensated for services in addition to those described in Exhibit Al, only if Agency 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 $150,000 without prior written authorization of the City Manager. Section 3. Section 3 of the Agreement, "Term," is amended to read as follows: 3. Term. The term of this Agreement commences on the Effective Date and terminates at midnight on June 30, 2007, unless extended or terminated sooner pursuant to the provisions of this Agreement. Section 4. Section 5 of the Agreement, "Agency's Representation: Independent Contractor', is amended to read as follows: 5. Aoencv's Representation: Independent Contractor. Agency represents that Agency has hired a subcontractor who possesses distinct professional skills in performing the household hazardous operations and services. It is expressly understood that Agency 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. Section 5. Section 14 of the Agreement, "Standard of Performance", is amended to read as follows: 14. Standard of Performance. Agency shall perform all the Services in a manner consistent with the standards required by AB 939 regulations and for household hazardous waste operations and management. Section 6. Section 16 of the Agreement, "Subcontractors", is amended to read as follows" 16. Subcontractors. The parties acknowledge that the household hazardous waste operations and services will be performed by a subcontractor. Section 7. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect. Page 6 L IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Agreement to be executed as of the date first set forth above. CITY OF PETALUMA SONOMA COUNTY WASTE MANAGEMENT AGENCY City Manager Chairman ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED: Department Director Risk Manager Administrative Services Director Page 7 EXHIBIT Al SERVICES Under the terms of this agreement, the Sonoma County Waste Management Agency shall allow the City and its residents use of the Household Hazardous Waste Facility (HHW Facility) at the Central Disposal Site, without additional charge during the term of the Agreement. This includes any other privilege or right enjoyed by other member agencies of the Sonoma County Waste Management Agency regarding the promotion and use of the HEW Facility at the Central Disposal Site. Services will also include educational efforts, recycling and other waste diversion services, compliance with AB 939 reporting requirements and any updates necessary to state and/or county planning documents on behalf of City as required by the Countywide Integrated Waste Management Plan and state regulations. Page 8 ATTACHMENT 3 PROFESSIONAL SERVICES AGREEMENT Household Hazardous Materials Facility Use THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective as of January 1, 2005 (`Effective Date"), by and between the City of Petaluma, a municipal corporation and a charter city ("City") and Sonoma County Waste Management Agency ("Agency"), (collectively, the "Parties"). WHEREAS, the Parties enter into this Agreement for the purpose of Agency providing professional services to City under the terms and conditions set forth herein. THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: 1. Services. Agency 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 Agency under the following terms: One Hundred Forty Thousand and 00/100 dollars ($140,000.00) per year, due quarterly upon invoice, beginning January 1, 2005. B. Agency shall submit detailed quarterly reports reflecting all services performed during the preceding three (3) months, and including a revised schedule for performance and additional documentation requested by City, as applicable. C. Agency shall be compensated for services in addition to those described in Exhibit A, only if Agency 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 $140,000.00 annually without prior written authorization of the City Manager. D. Notwithstanding any provision herein, Agency shall not be paid any compensation until such time as Agency has on file with the City Finance Department current information requested on the "Vendor Information" form available from City. E. City's obligation to pay compensation to Agency as provided herein is contingent upon Agency'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 January 1, 2006, unless sooner terminated in accordance with Section 4. I 4. Termination. City or Agency may terminate this Agreement without cause upon ninety (90) days' written notice to the non -terminating party. 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 Agency or Agency's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Agency shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by City, Agency 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, Agency shall be liable to City for any excess cost City incurs for completion of the Services. 5. A2encv's Representation, Independent Contractor. Agency represents that Agency has hired a subcontractor who possesses distinct professional skills in perforrning the Services. City has relied upon said representation as a material inducement to enter into this Agreement. Agency shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that Agency 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 Eauimnent. Agency 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 Agency no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses. Permits. Etc. Agency shall, at Agency'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. 8. Time. Agency shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Agency's obligations pursuant to this Agreement. 9. Inspection. Agency 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 Agency of any of its obligations pursuant to this Agreement. 10. Proeress Reports. Upon the City's request, Agency 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 Agency's performance of the Services. 11. Aeencv No Aeent. Except as City may specify in writing, Agency shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an 2 10 agent. Agency shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 12. Standard of Performance. Agency shall perform all the Services in a manner consistent with the standards of the household hazardous waste operation and management. All instruments of service of whatsoever nature, which Agency delivers to City pursuant to this Agreement, shall conform to such standards. All such instruments of service shall become the sole and exclusive property of City upon delivery of the same. 13. Assienment/Transfer. No assignment or transfer in whole or in part of this Agreement shall be made without the prior written consent of City. 14. Subcontractors. The parties acknowledge that the services will be performed by a subcontractor. The subcontractor 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. 15. Compliance With All Laws. Agency shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances pertaining to the performance of the Services required hereunder. 16. Discrimination. During the performance of this Agreement, Agency 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. 17. 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 Parry may designate by written notice delivered to the other Parry 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; (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 the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. 3 City: City Cleric City of Petaluma Post Office Box 61 Petaluma, California 94953 Telephone: (707) 778-4360 Facsimile: (707) 778-4554 WN Agency: So. Co. Waste Management Agency Director 2300 County Center Drive, #B100 Santa Rosa, CA 95403 Telephone: 707-565-3788 Facsimile: 707-565-3701 18. Indemnification. Agency shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including, without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Agency's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" within the definition of Civil Code Section 2783, as may be amended from time to time, such indemnity shall not include Liability for the active negligence of City. 19. Insurance. Agency shall ensure that its subcontractor complies with the "Insurance Requirements for Consultants" in Exhibit B-2, attached hereto and incorporated herein by reference. 20. Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 21. Litigation. If litigation ensues which pertains to the subject matter of Agency's services hereunder, Agency, upon request from City, agrees to testify therein at a reasonable and customary fee. 22. 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, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 23. 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. 4 1 a 24. 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. 25. 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 full force and effect. 26. 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. 27. 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. 28. Agency's Books and Records. A. Agency 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 Agency pursuant to this Agreement. B. Agency 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 Agency'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 Agency'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 documents shall be granted to any party authorized by Agency, Agency's representatives, or Agency's successor in interest. 29. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 5 v ) 30. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Agency shall survive the termination of thus Agreement. 31. 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 City Attorney Departme t Director APPROVED: SONOMA COUNTY WASTE MANAGEMENT AGENCY Matthew Mullan Title 2300 Countv Center Drive. #B 100 Address Santa Rosa CA 95403 City State Zip Taxpayer I.D. Number Petaluma Business Tax Certificate Number APPR D: 2004 Finan e 6 1 Ll Exhibit "A" Services Under the terms of this agreement, Agency shall allow the City and its residents use of the Household Hazardous Waste Facility at the Central Landfill, without additional charge during the term of the agreement. This includes any other privilege or right enjoyed by other member agencies of the Sonoma County Waste Management Agency regarding the promotion and use of the facility at the Central Landfill. 15 INSURANCE REQUIREMENTS Consultant and any subcontractor shall not commence work under this Agreement 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 carrier and the City Manager as to sufficiency, nor shall Consultant allow any contractor or subcontractor to commence work on this contract or subcontract until all similar insurance required of the Consultant and/or subcontractor shall have been so obtained and approved. 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 for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, the Consultant's agents, representatives, employees or 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 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability insurance. 5. Such other insurance coverages and limits as may be required by the City prior to execution of this agreement. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $2,000,000 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 project/location 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. Professional Liability insurance: $1,000,000. 5. Such other insurance coverages and limits as may be required by the City prior to execution of this agreement. Exhibit B2 Page 1 of 2 INSURANCE REQUIREMENTS - CITY March 2003 Ho 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. 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 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. 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. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by the City. Exhibit B2 Page 2 of 2 INSURANCE REQUEZEMENTS - crrY ' March 2003 ATTACHMENT 4 FIRST AMENDMENT TO AGREEMENT Household Hazardous Materials Facility Use This First Amendment to Agreement, entered into and effective this 1st day of January, 2006 is made and entered into by and between the City of Petaluma, a municipal corporation and a charter city, hereinafter referred to as "CITY," and the Sonoma County Waste Management Agency, hereinafter referred to as "AGENCY." WHEREAS, CITY and AGENCY entered into an Agreement effective January 1, 2005 and terminating on December 31, 2005, governing the use of AGENCY's Household Hazardous Waste Facility (hereinafter the "Agreement"); and WHEREAS, CITY and AGENCY wish to amend the Agreement to extend the term of the Agreement for an additional six (6) months. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained in this First Amendment, AGENCY and CITY agree as follows: Section 1. Section 3 of the Agreement, "Term," is amended to read as follows: 3. Term. The term of this Agreement commences on the Effective Date and terminates at midnight on June 30, 2006, unless extended or terminated sooner pursuant to the provisions of this Agreement. Section 2. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect. IN WTTNESS WHEREOF, the parties hereto have caused this First Amendment to Agreement to be executed as of the date first set forth above. V CITY OF PETALUMA I I\ \> V�-��! 4 , • I � City Manager Manager ATTEST ftajjCom] City Cleric APPROVED AS TO FORM: Acy City Atto PR VED Department Director PROVED: I7 "I, Administrative Services Director SONOMA COUNTY WASTE MANAGEMENT RAGENCY airman