HomeMy WebLinkAboutResolution 2021-001 N.C.S. 1/04/2021 DocuSign Envelope ID:365BC1 BA-94A3-4312-821E-268367B848B7
Resolution No. 2021-001 N.C.S.
of the City of Petaluma, California
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH
RECOLOGY SONOMA MARIN FOR THE PURCHASE AND USE OF COMPRESSED NATURAL
GAS AND MAINTENANCE OF FUELING FACILITIES
WHEREAS, the City of Petaluma General Plan 2025 recognizes the importance of reducing reliance on
non-renewable energy sources, and encourages the use and development of renewable or nontraditional sources
of energy; and
WHEREAS, the City of Petaluma General Plan 2025 recognizes the importance of reducing greenhouse
gas emissions; and
WHEREAS,the City is implementing the Biomass-to-Biofuel(B2B)project to use methane gas produced
at the Ellis Creek Water Recycling Facility and turn it into Compressed Natural Gas (CNG) to fuel the City's
refuse vehicles; and
WHEREAS,the installation of gas scrubbing and compression equipment and a CNG fueling facility will
provide CNG fuel that can be used for City refuse and other vehicles; and
WHEREAS, converting City vehicles to CNG fuel will reduce greenhouse gas emissions and reduce
reliance on petroleum-based fuels; and
WHEREAS,by converting biogas to transportation fuel, the City will produce low carbon transportation
fuels and will be eligible to register with the California Low Carbon Fuel Standard(LCFS)program and generate
environmental credits that have a monetary value; and
WHEREAS, Recology Sonoma Marin provides collection, transportation, and processing of mixed
materials, recyclable materials, and organic material generated within the City pursuant to an exclusive Franchise
Agreement for Collection, Disposal and Processing of Mixed Materials, Recyclable Materials and Organic
Materials and Related Activities (such agreement, as amended, the "Franchise Agreement") authorized by City
Council approval of Ordinance No. 2013-2448 N.C.S on January 7,2013, and subsequently assigned to Recology
Sonoma Marin and amended pursuant to an Assignment, Assumption and Amendment Agreement authorized by
City Council approval of Ordinance No. 2018-2636 N.C.S. on February 22, 2018; and
WHEREAS, Recology Sonoma Marin owns and/or leases a fleet of approximately 19 refuse collection
vehicles to perform the services of the Franchise Agreement and intends to convert up to 10 vehicles of the fleet
to CNG fuel; and
WHEREAS, City desires to sell and Recology Sonoma Marin desires to purchase CNG from City to fuel
up to 10 refuse collection vehicles; and
WHEREAS, delivery and distribution of CNG by City to Recology Sonoma Marin requires installation
and operation of fueling facilities on Recology Sonoma Marin's property in Sonoma County, California,
identified as Assessor's Parcel No. 007-501-014-000, located at 1309 Dynamic Street in Petaluma, California;
and
Resolution No. 2021-001 N.C.S. Page 1
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WHEREAS, City requires access to the Recology Sonoma Marin's property for City operation and
maintenance of CNG fueling and compression equipment and related appurtenances and for the delivery of CNG
to Recology Sonoma Marin; and
WHEREAS,on January 4,2016,the City Council,by Resolution No. 2016-007 N.C.S. certified the Water
Recycling Facility and River Access Improvements EIR January 2016 Addendum, approved the revisions to the
project, and made findings of fact.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma as follows:
1. The above recitals are hereby declared to be true and correct and are incorporated into this resolution as
findings of the City Council.
2. On January 4, 2016, the City Council adopted Resolution No. 2016-007 N.C.S. certifying the Water
Recycling Facility and River Access Improvements EIR 2016 Addendum which evaluated the Biomass
to Biofuel (13213) project, including the off-site fueling operation, in accordance with the requirements of
the California Environmental Quality Act (CEQA), and subsequent review of 13213 project compliance
with CEQA requirements by the GHD consulting firm in June, 2017 confirmed no substantial changes to
the project description as evaluated in the approved EIR Addendum.
3. The City Council of the City of Petaluma hereby authorizes and directs the City Manager to execute an
agreement with Recology Sonoma Marin substantially in accordance with that attached to and made a part
of this resolution as Exhibit A for the purchase and use of compressed natural gas and maintenance of
fueling facilities, including such amendments to the Agreement that the City Manager finds necessary and
appropriate as recommended by the City Attorney.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I 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 4'day of January DocuSigned JWiM:
2021,by the following vote: '^ten(
L5EF85TYy ttoiirney
AYES: Mayor Barrett;Vice Mayor Barnacle;Fischer;Healy;King;McDonnell;Pocekay
NOES: None
ABSENT: None
ABSTAIN: None
DocuSigned by: DocuSigned by:
ATTEST: fiWt Sa ��u YLII
ity er ayor a-zE_
Resolution No. 2021-001 N.C.S. Page
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EXHIBIT A
(AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES( Commented[BG1]:This draft shows edits to the City's
"Changes accepted"draft,after accepting all changes in that draft.
Comments regarding resolved issues have been deleted.
Commented THIS AGREEMENT("Agreement")is made this day of April 20204-9,between [LGW2R1]:Great!
the City of Petaluma,a California municipal corporation("City"),and Recology Sonoma Marin,a Commented[LGWs]:A
California corporation("Purchaser").
RECITALS
A. Purchaser provides collection,transportation,and processing of mixed materials,
recyclable materials,and organic material generated within the City pursuant to an
exclusive Franchise Agreement for Collection,Disposal and Processing of Mixed
Materials,Recyclable Materials and Organic Materials and Related Activities(such
agreement,as amended,the"Franchise Agreement")authorized by City Council approval
of Ordinance No.2013-2448 N.C.S on January 7,2013,and subsequently assigned to
Purchaser and amended pursuant to an Assignment,Assumption and Amendment
Agreement authorized by City Council approval of Ordinance No.2018-2636 N.C.S.on
February 22,2018.The Franchise Agreement expires on December 31,2027.
B. Purchaser owns and/or leases a fleet of approximately 19 refuse collection vehicles to
perform the services of the Franchise Agreement.Refuse collection vehicles include front
loaders and automated side loaders.
C. Purchaser owns real property in Sonoma County,California,identified as Assessor's
Parcel No.007-501-014-000,located at 1309 Dynamic Street in Petaluma,California
("Property").
D. City owns and operates a wastewater treatment and water recycling facility("City
Facilities"),and collects,treats,and disposes wastewater produced within the City's
service area.
E. City Facilities produce methane gas as a byproduct of anaerobic digestion of wastewater
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
solids.
F. City Facilities treat and pressurize methane gas to produce Compressed Natural Gas
("CNG")suitable for vehicle fuel. City Facilities produce CNG operating under permit(s)
issued by the Bay Area Air Quality Management District(the`BAAQMD Permits").
Copies of the BAAQMD Permit(s)will be held by City at the Ellis Creek Water Recycling
Facility.City will provide copies of permits to Purchaser upon request.
G. City desires to sell and Purchaser desires to purchase CNG from City to fuel a portion of
Purchaser's fleet of refuse collection vehicles. Purchaser initially intends to fuel six(6)
such vehicles requiring approximately 93,600 gasoline gallon equivalents(GGEs)of CNG
per year. Purchaser intends to acquire up to four(4)additional CNG vehicles during the
remaining Franchise Agreement term.
H. Delivery and distribution of CNG by City to Purchaser requires installation and operation
of fueling facilities on the Property.
I. City requires access to the Property for City operation and maintenance of CNG fueling and
compression equipment and related appurtenances(collectively,"Fueling Facilities")and
for the delivery of CNG to Purchaser.
J. City intends to receive state and federal credits for the sale of alternative vehicle fuel.City
is subject to state and federal requirements in the production,measurement,dispensing,
and use of CNG vehicle fuel.
In consideration of the mutual agreements,terms and conditions contained in this Agreement,the
parties agree as follows.
1.0 RECITALS. The recitals above are incorporated into and made a part of this Agreement.
2.0 TERM. This Agreement shall become effective on the date first above written and shall
expire at the expiration or earlier termination of the Franchise Agreement,unless
terminated earlier in accordance with Section 19.0.Notwithstanding the foregoing,City's
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
obligation to deliver CNG and Purchaser's obligation to purchase it shall commence upon
execution of this agreement by both parties.
3.0 REVISIONS TO AGREEMENT.Purchaser and City hereby agree that any portion of this
Agreement may be revised by written amendment at any time by mutual agreement of the
parties hereto.
4.0 PURCHASE PRICE.
(A) CNG. Through June 30,2020,the price to be paid by Purchaser for CNG
delivered by City in accordance with this Agreement and used by Purchaser shall be$2.75
per GGE. The price shall thereafter be adjusted in accordance with the following:
(1) "CNG Price Index"means the price per GGE,without Public Purpose
Program(PPP)surcharge,established in PG&E rate Schedule G-NGV2,or
its successor.The CNG Price Index is currently available at
https://www.nee.com/tariffs/GNGV2_Current.xlsx.
(2) Beginning in 2020,CNG price shall be adjusted annually on July 1.The
new CNG price that takes effect on each such adjustment date shall equal
the average monthly value of the CNG Price Index for the previous calendar
year(January to December).For example,the CNG price effective July 1,
2020,will be the average value of the CNG Price Index for January to
December 2019.
(B) City shall provide written notice to Purchaser of any adjustments to the CNG price.
However,failure of the City to give or the Purchaser to receive such notice shall not
invalidate any CNG price adjustment under subsection A or its effect under this
Agreement.
5.0 METERING AND MEASUREMENT OF CNG. Purchaser agrees that the City shall read
the�neterJ and record CNG used by Purchaser at the Fueling Facilities and at the fueling commented[LGw4]:Recology has the option to bring ducks
to use the CNG fuel pumps at Ellis Creek.This is the current mode
station at the Ellis Creek Water Recycling Facility. of operation until repairs are made at Reeologl'Fueling Facilities.
6.0 PAYMENT FOR CNG. City shall invoice Purchaser for the CNG actually used by
Purchaser monthly based on City's aforementioned meter readings and the then-applicable
CNG price. Such amount shall be full and complete compensation to City for all
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
obligations of City hereunder. Said invoices shall be due and paid within 30 days of the
date of billing.
7.0 DELIVERY AND USE OF CNG.
(A) City Delivery. City agrees to deliver CNG to Purchaser through the Fueling
Facilities installed by the City on the Property_or at the fueling station at the Ellis Creek commented[LGwsl:see xr vim note
Water Recycling Facility. The City operates the CNG treatment process at the City
Facilities daily;if City treatment process for CNG is unavailable,City shall obtain CNG
from another source and provide it to Purchaser at no additional charge,all in accordance
with the terms and conditions of this Agreement.
(B) Minimum Annual CNG Use. Subject to the terms and conditions of this
Agreement,Purchaser agrees to purchase and use a minimum of 45,000 GGEs of CNG
annually(measured on a calendar year basis,and prorated for any partial years at the
beginning or end of the term),which shall be referred to herein as the"Committed
Volume." Failure to use the Committed Volume will result in billing by City for an
amount of CNG equal to the difference between Purchaser's actual use and the Committed
Volume,which billing shall be due and payable as are City's other invoices,so long as
such failure by Purchaser to use the Committed Volume is not due to a lack of or
interruption in supply,failure of the Fueling Facilities,or other limitations on availability
such as those described in Section 9.0 hereof;or is not due to early termination of this
Agreement as described in Section 1199.0 herein). commented[LGwe]:A with change
(C) Minimum CNG Delivery.City shall deliver CNG to the Fueling Facilities on the
Property using mobile fueling trailers owned or leased by City,each having a capacity of
at least 500 GGEs.City shall make one(1)trailer delivery per day,six(6)days per week
(excluding Sunday),between 8:00 AM and 10:00 AM,or as otherwise agreed by City and
Purchaser.All trailers shall be filled sufficient to meet Purchaser's needs at the time of
delivery.Upon delivery,the trailer shall be connected to the Fueling Facilities by City.
The trailer shall be left at the Fueling Facilities on the Property until the next delivery,at
which time City shall disconnect it from the Fueling Facilities and replace it with the
newly delivered trailer. City shall remove the non-full trailer from the Property at the time
it delivers each full trailer. It is understood that trailers may not be completely empty at
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
the time of removal. During the period between deliveries,Purchaser may use the Fueling
Facilities to fuel its vehicles from the onsite trailer as it deems appropriate. Purchaser may
connect and disconnect trailers from the Fueling Facilities and use and operate the Fueling
Facilities,all as Purchaser sees fit,to the extent that Purchaser has been trained. Purchaser
may not move trailers,except in case of emergency or critical operational need.I Commented[BG7]:We're OK not being able to move the
\ trailers generally but there might be some circumstances where we
(D) Purchase of New CNG Vehicles.Purchaser intends to acquire additional CNG have t°.
refuse collection vehicles,beyond the six(6)already in operation. If the volume of CNG Commented[LGWBR7]:We are ok with this change
being provided by City pursuant to this Agreement is not sufficient to fuel any additional
CNG refuse collection vehicles that Purchaser intends to acquire,then the parties will
negotiate in good faith to increase the volume of CNG provided hereunder to so as to
accommodate such additional vehicles up to a maximum of 125,000 GGEs per calendar
year.
(E) {Permit and Program Requirements. City is subject to requirements of the permits
and programs listed below.Purchaser agrees to be bound by the conditions of these permits
and programs to the extent they impact Purchaser's actions:
ermits. Authority to Construct and Permit to Operate as issued by the Bay Area Air
Quality Management District("Permits").
Purchaser is not expected to have any specific requirements to comply with these -,,-,,--(Formatted:No underline
ep its. Formatted:Indent:Left: 1"
Fuel Credit Programs.Program and quality assurance requirements of the California Low
Carbon Fuel Standard(LCFS)program and the Federal Renewable Fuel Standard(RFS) , Commented[BG9]:These permits and programs do net appear
program.1
to apply to Recology.
-- Commented[LGW10R9]:Added language"to the extent they
,Purchaser's responsibilities under Fuel Credit Programs include: impactRecology's actions"
Commented[BG 11R9]: I think both parties need to be clear up
i. All CNG use must be metered. '.�'�`,, front what these requirements are.I suggest we locate the relevant
provisions in the permits/programs,include them in this contract,
li. Meters are responsibility of City;Purchaser must allow access to Clty to read, and then say that if the permit/program requirements change,the
i \ City will notify Recology and Recology will comply or the parties
calibrate and maintain meters on Purchaser r0 ert will renegotiate.To that end,could the City please provide copies of
p p these documents?
iii. All CNG dispensed to Purchaser must be used for vehicle fuel. Commented[LGW12R9]:I believe the infornation added
address Recology's requirements on the permits and fuel credit
iv. Purchaser may not claim anv fuel credits or environmental attributes for use of ` programs.
Formatted:No underline
CNG from LCFS program or an., other including federal Renewable Fuel Formatted:Indent:Left: 0.75"
Standard(RFS)program. Formatted:Line spacing: 1.5 lines,Outline numbered+
Level:1+Numbering Style:i,ii,iii,...+Start at:1+
Alignment:Left+Aligned at: 0.75"+Indent at: 1"
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
a. "Environmental Attribute"means greenhouse gas emission reduction F. Formatted:Line spacing: 1.5 lines,Outline numbered+
Level:2+Numbering Style:a,b,c,...+Start at:1+
recognition in any form,including verified emission reductions,voluntary Alignment:Left+Aligned at: 1"+Indent at: 1.25"
emission reductions,offsets,allowances,credits,avoided compliance costs,
emission rights and authorizations under any law or regulation,or any emission
reduction registry,trading system,or reporting or reduction program for
greenhouse gas emissions that is established,certified,maintained,or
recognized by any international,governmental,or nongovernmental agency.
v. Purchaser must maintain City generated records of CNG fuel dispensed. Formatted:Line spacing: 1.5 lines,Outline numbered+
Level:1+Numbering Style:i,ii,iii,...+Start at:1+
vi. Purchaser must maintain records of fuel consumption(vehicle miles driven). Alignment:Left+Aligned at: 0.75'+Indent at: 1"
vii.Purchaser must allow access one to two times per year to City's third-party verifier
for LCFS program;verifier will review site,equipment,and records.
}
8.0 INSTALLATION AND MAINTENANCE OF FUELING FACILITIES. F Formatted:Footer,Indent:Left: 0.5",Line spacing: 1.5
lines
(A) City has designed,constructed,purchased and installed the Fueling Facilities at the
Property,including pressure tank,approved CNG meter,pipes,valves,pressure regulator,
compressor,concrete pad,ten(10)fuel posts with two dispensing nozzles per fuel post,
and all other appurtenances necessary to receive CNG from the City's mobile fueling
trailer. Such work has been performed at City's cost and in accordance with the
specifications set forth in the^eff irRight of Entry Agreement between City and
Recology shown in Exhibit A.
(B) Other Connections Prohibited. Other than connections to City's mobile fueling
trailers,Purchaser's CNG vehicles,or as otherwise expressly permitted pursuant to this
Agreement,Purchaser shall not make,nor allow to be made,any connections to the
Fueling Facilities without prior approval from City.
(C) Identification Signs. Purchaser shall install signs at the Fueling Facilities' fueling
posts stating that"fuel is for vehicle use only".City will provide signs for installation by
Purchaser.
(D) Expansion or Relocation. Should Purchaser desire to expand Fueling Facilities at
Property,or relocate Fueling Facilities at Property,or relocate Fueling Facilities to another
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AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
property,Purchaser shall obtain prior approval from City and shall prepare and submit
plans for such relocation or expansion and for any changes to the connections to the
Fueling Facilities. City shall review plans and establish conditions of approval.
Preparation of plans and relocation or expansion of Fueling Facilities shall be done at
Purchaser's expense.
(E) CNG Pressure. City shall install and maintain compressors,pressure regulators,
pumps,and any and all other appurtenances or equipment necessary to produce and
maintain,at all times that fueling occurs,CNG pressure of at least 300 PSI,measured at
the Fueling Station meter.
(F) Purchaser's Maintenance Responsibility. Purchaser will be solely responsible for
fueling and maintenance of its refuse collection vehicles. Purchaser shall maintain and
repair the hoses and dispensing equipment attached to the Fueling Facilities and service
the fire extinguishers at the site...
(G) City's Maintenance Responsibility. Subject to the foregoing,City shall be
responsible for maintaining and repairing the Fueling Facilities installed on the Property
and ensuring that they are at all times in good working order and in compliance with
applicable laws,ordinances,regulations and permit conditions.This includes preventive,
routine,and non-routine maintenance in accordance with manufacturers'specifications and
generally accepted and sound industry practices,and repair or replacement of the Fueling
Facilities or any part thereof should the same break down or become damaged or
destroyed. If the Fueling Facilities or any part thereof for any reason other than Purchaser-
Caused Damage(as defined below)become inoperable or otherwise fail to perform as
contemplated by this Agreement'due to,.:..,.....,strew within City's eon. 11 purchaser Commented[sG13]:Replaced this concept with Purchaser-
Caused Damage.We're fine being responsible for repairs of damage
shall contact City's on call operator.City shall respond within two(2)hours Monday we cause.
Commented[LGW14R13]:Legal/Risktoconfinnwhether
through Saturday,and within four(4)hours on Sunday,and shall effect the repair as soon change in language is acceptable.
as reasonably possibl -Without limiting the above obligations of City,if City fails to [Commented[sG15]:since the Fueling Facilities are key tooperations,we want to make sure they'll be repaired without undue
comply with the above maintenance,repair,replacement and response obligations, delay.
\ Commented[LGW 16R15]:WE are ok with this revision.
Purchaser may perform or have performed such work,and deduct the out-of-pocket cost
thereof from the amounts otherwise payable by Purchaser to City hereunder.Purchaser is
authorized to troubleshoot and effect minor repairs to Fueling kacilitiesEjuipffw14 to he Commented[LGW17]:ok
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AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
extent Purchaser has received training by City for such work.
(H) On-Site Representative. Purchaser shall designate in writing an On-site
Representative and a backup On-site Representative who is responsible for the safe and
efficient operation of the Fueling Facilities by Purchaser. On-site Representative shall be
knowledgeable about all facets of Purchaser's CNG fueling process,including fleet
requirements,layout of the system,and any prescribed procedures.
9.0 FORCE MAJEURE. Notwithstanding any requirements in this Agreement for either party
to deliver or accept CNG,the parties understand and agree that delivery or acceptance of
CNG may at times be precluded,impracticable,or otherwise prevented or infeasible for
reasons beyond the reasonable control of either party. City will not be obligated to provide
and Purchaser will not be obligated to accept CNG when delivery or acceptance is
prevented by a cause beyond either party's reasonable control("Force Majeure"),which
may include,but shall not be limited to:acts of God,ishol4age of GNG malfunction of the Commented[BG18]:we're ox with this concept but fleshed it
out a bit more below.
Fueling Facilities,or a determination or allegation by a body of competent jurisdiction that
the delivery or use of CNG pursuant to the Agreement is unlawful. The parties agree to
cooperate in good faith in case of an event that wholly or partly excuses delivery or use of
CNG pursuant to this provision to fulfill the purposes of this Agreement and to restore
delivery and use of CNG as soon as reasonably practicable. City agrees to use reasonable
efforts to provide Purchaser with 24 hours advance notice of any anticipated interruptions
in delivery.If the City Facilities are prevented from producing sufficient CNG due to
Force Majeure,and CNG is not available from PG&E,then such unavailability shall also
be Force Majeure.Except as provided in the preceding sentence,tThis paragraph shall not
be deemed to limit Section 78.0.A.1 Commented[LGW19]:Legal/Risk to review revisions and
determine if acceptable to City.
10.0 RIGHT-OF-ENTRY. So long as this Agreement remains in effect and as a condition of
receiving CNG pursuant to this Agreement,Purchaser hereby grants City,acting through
its duly authorized employees,agents and subcontractors,reasonable access to the Property
during the Property's normal business hours for the purpose of delivering CNG,sampling
CNG,meter reading,performance of maintenance,repair and replacement obligations
hereunder,and observing(as reasonably required)Purchaser's use of CNG. City will use
reasonable efforts to provide Purchaser with prior notice of any such access to the Property
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AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
(other than scheduled deliveries)and will allow Purchaser to be present during any such
access pursuant to this provision and will use reasonable efforts to avoid interfering with
Purchaser's operations on the Property and will comply with the reasonable instructions of
Purchaser's personnel while on the Property.
11.0 SUITABILITY OF CNG.
(A) Regulatory Agencies. I ity and Piir a,..ser.inner-..tang and agree that all CNG
delivered to Pth-ehaser pur-sidant to this Agreement shall be stfl�eet to the eth-fent and ftilIit:
City will make Commented[BG20]:If there are any such requirements that
apply to Recology,they should be spelled out in this agreement.
available to Purchaser upon request such test reports as are periodically required of City by Commented[LGW21R20]:City does not have control over
future permit requirements.While we do not anticipate restrictions
regulatory agencies to characterize usage of CNG. The results of these tests are from permitting agencies(particularly air Resources Board),it is a
possibility.
maintained at the City's Department of Public Works and Utilities.
Commented[BG22R20]:Understood.I be the mechanism
(B) Suitability. City's treatment process will provide CNG fuel meeting SAE-J1616 fuel suggested above covers this concern though.
specifications.Purchaser understands and agrees that CNG delivered by City is produced
through treatment of wastewater and subsequent treatment and pressurization of methane
gas.
(C)Performance Criteria.Purchaser expects that City-provided CNG will not impede
performance of Purchaser's vehicles,e.g.,premature clogging of collection vehicle filters.
(D)Response.If Purchaser has reason to believe that the City-provided CNG does not
meet the above specifications or other requirements of this Agreement,Purchaser shall
promptly notify City,and City shall use best efforts to correct the problem.
12.0 CNG USE RESTRICTIONS. Purchaser shall not use CNG provided by City pursuant to
this Agreement for any purpose except as vehicle fuel for refuse collection vehicles in
Purchaser's fleet,nor shall Purchaser permit any person other than Purchaser to use such
CNG.I[insert space in margin for initial by Recology]I - Commented[BG28]:Do we want to keep this?It's not legally
required.
13.0 PURCHASER-CAUSED DAMAGE. Purchaser agrees to notify City of known damage to Commented[LGW24R23]:Legal to review.Lisa T.
Suggested the Recology initial because it is an important clause.I
the Fueling Facilities within 24 hours of discovery of such damage. Purchaser shall be think a have made the point sufficiently in multiple places in the
document,so I am ok with deleting this.
solely responsible for the cost of repair for damage to the Fueling Facilities caused by
Purchaser or Purchaser's employees,agents,or contractors or others acting on behalf of or
under Purchaser's control("Purchaser-Caused Damage").Purchaser may use a 3rd party
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
service provider reasonably accgptable to City to repair Purchaser-Caused Damak- Commented[BG25]:L assume this is what was intended by the
City's edit to 8.G.
14.0 TRAINING. Purchaser is responsible for ensuring that Purchaser's operations staff and Commented[LGW2eR25]:This revision is ok to City.
any others that may come into contact with CNG on the Property understand the presence
of CNG on the Property,and the safe use of CNG and operation of the CNG system. On-
Site Representative shall be trained on safe fueling procedures by City and a certification
in the form attached hereto as Exhibit B shall be maintained on file by Purchaser certifying
that the training has been completed for each Purchaser staff using Ffueling
Faclhtlesegli ent.l Commented[LGW27]:Draft certificate attached as Exhibit B.
City and Reeology to revise.
15.0 AGREEMENT NOT TRANSFERABLE. Neither City nor Purchaser shall assign, \ Commented[BG28R27]:We're good with the certificate with
the minor edits shown in Exh.B to this docurtent.
subcontract or transfer any interest in this Agreement,or any rights or obligations under \ Commented[LGW29R27]:City is good with changes to
Exhibit B.
this Agreement,without the prior written consent of the other,which consent�na�
hall ommented[BG30]:We're OK having consent not be
nreasonably withheld,but if so we should delete this conflicting
not be unreasonably withheld.Any purported assignment,subcontract or transfer without \[language.
Commented[LGW31R30]:Legal to review and determine if
such consent shall be void. Any assignment,subcontract or transfer effected in accordance deletion is ok.
with this section shall be subject to all terms and conditions of this Agreement. Nothing in
this Agreement shall be deemed to limit Purchaser's right to sell,lease or otherwise
dispose of the Property.
16.0 INDEMNIFICATION.
A. To the maximum extent permitted by law,each party(the"Indemnifying Party")
shall,at its own expense,indemnify,defend with counsel acceptable to the other
Party(which acceptance will not be unreasonably withheld),and hold harmless the
other party(the"Indemnified Party")and its officers,officials,directors,
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 fines,expenses and costs
(including,without limitation, attorney's fees and costs and fees of litigation)
(collectively,"Liability")of every nature,whether actual,alleged or threatened,
arising out of the Indemnifying Parry's negligence,willful misconduct,failure to
comply with any terms or conditions of this Agreement,or violation of law
10
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
(including but not limited to any release or discharge of any hazardous material
from the Indemnifying Party's real property,vehicles or equipment),in each case
regardless of any fault or alleged fault of the Indemnitees. For purposes of this
Section 16.0 and otherwise,the actions and omissions of a party's officers,
officials,directors,employees,agents,volunteers and subcontractors shall be
deemed to be the actions and omissions of the parry itself.
B. The Indemnifying Party's obligation to indemnify,defend and hold harmless under
this provision shall not be excused because of the Indemnifying Parry's inability to
evaluate liability,or because the Indemnifying Party evaluates liability and
determines that the Indemnified Party is not or may not be liable.The
Indemnifying Party must respond within 30 calendar days to any tender for defense
and indemnity by the Indemnified Party,unless the time for responding has been
extended by any authorized representative of the Indemnified Party in writing.In
the event that the Indemnified Party must file responsive documents in a matter
tendered to Indemnifying Party prior to Indemnifying Party's acceptance of tender,
Indemnifying Party agrees to fully reimburse all costs,including but not limited to
attorney's fees and costs and fees of litigation,incurred by the Indemnified Party in
filing such responsive documents.This Section 16.0 shall survive the expiration or
earlier termination of the Agreement for as long as permitted by law.The
Indemnifying Party's obligations under this Section 16.0 are intended to operate as
agreements pursuant to Section 107(e)of the Comprehensive Environmental
Response,Compensation and Liability Act,and the Resource Conservation and
Recovery Act,42 U.S.C.Section 6901 et seq.,to defend,protect,hold harmless,
and indemnify the indemnified parties from liability.
17.0 METHOD AND PLACE OF GIVING NOTICE. Except as otherwise specified in this
Agreement,all notices 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:
(1) personal delivery,in which case notice is effective upon delivery;
11
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
(2) 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;
(3) 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
(4) facsimile or email transmission(if a facsimile or email address is listed
below),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 or email 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
non-business day.
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma,California 94953
Telephone:(707)778-4360
Facsimile:(707)778-4554
And:
Director of Public Works and Utilities
City of Petaluma
202 North McDowell Boulevard
Petaluma,California 94954
Telephone:(707)778-4546
Facsimile:(707)778-4508
Purchaser: Recology Sonoma Marin
Attn:General Manager
3400 Standish Avenue
Santa Rosa,CA 95407-8112
And:
12
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
Recology Sonoma Marin
Attn:Legal Department
50 California Street,24'Floor
San Francisco,CA 94111
18.0 MISCELLANEOUS PROVISIONS.
(A) Non-Waiver. A party'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.
(B) Construction. This Agreement is the product of negotiation and compromise on the
part of both parties. The City and Purchaser agree,notwithstanding Civil Code Section
1654,any uncertainty in the Agreement shall not be construed against the drafter of the
Agreement.
(C) No Third Party Beneficiaries. The City and Purchaser do not intend to create any
third party beneficiaries to this Agreement,and nothing in this Agreement shall be
construed to create any benefit or right in any third party.
(D) Entire Agreement. This Agreement constitutes the entire Agreement between the
City and Purchaser with respect to the subject matter hereof.
VF) Governing Law:Venue.This Agreement shall be enforced and interpreted under Commented[BG32]:This is a very unusual provision and does
- not seem necessary for this agreement.
the laws of the State of California.An action arising from or brought in connection with �' �
y g g \\ Commented[LGW33R32]:City has this clause in the
agreement because if the City is sued over the CNG project,we
this Agreement shall be venued in a court of competent jurisdiction in the County of expect Recology to testify regarding its use of CNG.Please identify
your specific concern with the language and we will propose
Sonoma,State of California. i„ alternate language.
Commented[BG34R32]:In the above scenario,the City could
(G) Severability.If any term or portion of this Agreement is held to be invalid,illegal, subpoena Recology to provide the above information,if the
information were not provided voluntarily.If the City feels strongly
or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions about this language,I'd like to discuss it with the City Attorney.
Commented[LGW35R32]:Legal:Please review Bryce
of this Agreement shall continue in full force and effect. Giddens'response of 4/8/20.
This is the phrase that was deleted by Recology:
"(E) Litigation.If litigation ensues which pertains to the subject
(H) Mediation.The Parties agree to make a good faith attempt to resolve any dispute matter of Purchaser's services hereunder,Purchaser,upon request
from City,agrees to testify therein at a reasonable and customary
arising out of this Agreement through mediation prior to commencing litigation.The fee."
Parties shall mutually agree upon the mediator and shall divide the costs of mediation
equally.
(I) Headings.The headings used in this Agreement are for convenience only and are
13
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DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
not intended to affect the interpretation or construction of the provisions herein.
(J) Survival.All obligations arising prior to the termination or expiration of this
Agreement,all provisions which by their own terns survive the termination or expiration
of this Agreement,all provisions of this Agreement allocating liability between City and
Purchaser(including without limitation Section 16.0(Indemnification)),and Sections 17.0
(Notice)and 18.0(Miscellaneous),shall survive the termination or expiration of this
Agreement.
19.0 TERMINATION.
Except as expressly set forth herein,should one party breach any of the terms or conditions
of this Agreement,the non-breaching party may provide the breaching party with written
notice of such breach,whereupon the breaching party shall have fifteen(15)days to cure
the breach. If the breaching party fails to cure the breach within such period,the non-
breaching party may terminate this Agreement by providing written notice of the effective
date of termination of this Agreement to the other party. If the breaching party has
committed the same breach on three(3)or more previous occasions,and the non-breaching
party has provided separate written notices of such breaches and non-overlapping fifteen
(15)day cure periods for each,then on the fourth(4th)or any subsequent occurrence of the
same breach,the non-breaching party may terminate this Agreement upon written notice
without providing any cure period. In addition,and notwithstanding any term or provision
of this Agreement,if Purchaser is restricted or prohibited from using(or is otherwise
unable to use)City-provided CNG for its intended use;then in any such event,Purchaser
shall have the right to terminate this Agreement,without fee,penalty or liability,upon
sixty(60)days written notice to the City.At Purchaser's option,City shall remove the
Fueling Facilities at no cost to Purchaser within sixty(60)days after termination of this
Agreement.
20.0 SUPPLY INTERRUPTION.
(A) In the event City fails to perform its obligations under this Agreement,or Purchaser
is unable for any reason to fuel all its CNG refuse collection vehicles from the Fueling
Facilities as contemplated by this Agreement as necessary for the efficienAwmeth commented lLcw3e1:Not sure that"smooth"is appropriate
terminology.Perhaps"efficient"?
14
21
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
�inctioning of Purchaser's operations Leach such event,a"Supply Interruption"),then(a) - Commented[LGW37R36]:Change to"efficient'is ok
the Committed Volume shall be reduced commensurately, ,;— Commented[BG38]:I think these needs to be"shall"We Don't
agree to pay for the Committed Volume unless it's consistently
required to utilize w CNG_re-&-use,eo lteeti.«yeehicles within Qt-y (b)Purchaser may utilize �� supplied as provided in this agreement.
Commented[LGW39R36]:Legal to review.I am ok with
non-CNG vehicles to fulfill its obligations under the Franchise Agreement,and(c)if the changes as shown.
Supply Interruption resulted from a breach of this Agreement by City not excused under
Section 9.0,Purchaser may fuel its CNG refuse collection vehicles from other sources and
deduct the out-of-pocket cost thereof from the amounts payable by Purchaser to City
hereunder.
(B) Purchaser shall only be required to purchase additional CNG vehicles if,at the time
of order,(i)no material Supply Interruptions have occurred or are reasonably expected to
occur,and(ii)the volume of CNG that City is obligated to provide hereunder is sufficient
to accommodate such additional vehicles in addition to Purchaser's then-existing CNG
vehicles.The preceding sentence and clause b abov shall survive the expiration or Commented[BG40]:We weren't sure why this was deleted.
We need to be able to redeploy vehicles if we can't get enough CNG
earlier termination of this Agreement,and shall govern over any conflicting provisions in from the Fueling Facilities.
Commented[LGW41R40]:Legal to review.I'm ok with this
this Agreement or the Franchise Agreement. phrase.
21.0 INSURANCE. Purchaser shall comply with the"Insurance Requirements"in Exhibit C,
attached hereto and incorporated herein by reference.City shall comply with insurance
requirements in Exhibit D.City reserves the right to review any and all of the required
insurance certificates„ and/or endorsements,but has no obligation to do so.City's -- Commented[LGW42]:Risk to review.I'm ok with the change.
failure to demand evidence of full compliance with the insurance requirements set forth in
this Agreement or City's failure to identify any insurance deficiency shall not relieve
Purchaser from,nor be construed or deemed a waiver of,its obligation to maintain the
required insurance at all times during the performance of this Agreement.
15
22
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
AGREEMENT FOR THE PURCHASE AND USE OF COMPRESSED NATURAL GAS AND
MAINTENANCE OF FUELING FACILITIES
IN WITNESS WHEREOF,the parties hereto have executed this document the day,month and
year first above written.
CITY: PURCHASER:
City of Petaluma Recology Sonoma Marin,a California
corporation
By
City Manager Michael J.Sangiacomo
ATTEST: President&CEO
Title
3400 Standish Avenue
City Clerk Address
APPROVED AS TO FORM: Santa Rosa CA 95407-8112
City State Zip
City Attorney Taxpayer I.D.Number
Petaluma Business Tax Receipt Number
16
23
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
Exhibit A
CONSTRUCTION RIGHT-OF-ENTRY AGREEMENT Commented[LGw43]:A
(see attached)
17
24
DocuSign Envelope ID:365BCIBA-94A3-4312-821E-26836713848137
Exhibit B
TRAINING CERTIFICATION Commented[BG44]:I pasted the City's document here.The
tracked changes show our edits to that language.
Certificate of Instruction for Fueling Natural Gas Vehicles Commented[LGw45R44]:We are A with these changes to
Exhibit B
INSTRUCTIONS: One form is to be completed for each new aGGOURt individual who may fuel a natural gas
vehicle. Each individual shall receive training and wil I sign and date a form at the completion of the training.
Each individualCustomer shall be required to sign one(1)form.
HOW TO SAFELY FUEL NATURAL GAS VEHICLES
The following procedures shall be followed:
1. No smoking or open flame shall be allowed within 50 feet of the fueling area.
2. Cylinders not in compliance with DOT or ANSI/AGA NGV2 requirements shall not be fueled.
3. Vehicle must be shut off,and the emergency brake must be set.
4. Remove fueling device from dispenser.Verify the valve is in the off position.
5. Inspect fueling hose and connector prior to making connection.
6. Make connection and ensure connector is locked in place.
7. Turn fuel valve to ON position.
8. Enable dispenser by inserting fueling card into card reader and entering requested data.
9. Turn dispenser ON by pressing the Start/Stop button on the front of dispenser or turning fill lever on the
side of dispenser to begin fueling.
10.When finished,press the Start/Stop button or turn lever to OFF position.
11.Turn fueling valve to OFF position and disconnect the nozzle from vehicle and return to its stored location.
I hereby certify that I have been trained to properly fuel natural gas vehicles as outlined above.
DATE OF INSTRUCTION OPERATOR'S SIGNATURE INSTRUCTOR'S SIGNATURE
25
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
Exhibit C
(CITY INSURANCE REQUIREMENTSI Commented[BG46]:I Pasted the City's language here.The
tracked changes show our edits to that language.
Ge Purchaser's performance of the services under this Agreement(the"Services")shall not Commented[LGW47R46]:Risk to review.I am ok with these
!'�,.«�«..,.ter changes.
commence until Purchaser shall have obtained all insurance required under this
exhibitparagraph and such insurance shall have been approved for conformity to this exhibit 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.
r'^ Purchaser shall procure and maintain for the duration of the contract all the
followmgneeess�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
G^�Purchaser,the G^^ ^^t^rPurchaser's agents,representatives,employees and
subcontractors.
A. Required Minimum Scope of Insurance
Coverage shall be at least as broad as:
N Insurance Services Office Commercial General Liability coverage:
a. Personal injury;
b. Contractual liability.
N Insurance Services Office form covering Automobile Liability(any auto).
N Workers'Compensation insurance as required by the State of California and Employer's
Liability Insurance.
N Contractors Pollution Liability Insurance
B. Minimum Limits of Insurance
Purchaser shall maintain limits no less than:
N General Liability:$5,000,000 per occurrence,including products and completed
operations,for risks associated with Fuel Trailer Hauling Services.If a Commercial General
Liability Insurance or other form with a general aggregate limit is used,either the general
aggregate limit shall apply separately to this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit.Such coverage shall include,but shall not be
limited to,protection against claims arising from property damage,bodily and personal
injury,including death resulting therefrom,and damage to property resulting from activities
contemplated under this Agreement.
N Automobile Liability:$5,000,000 per occurrence,covering any auto,combined single
limit coverage for risks associated with this Agreement.Such coverage shall include,but
shall not be limited to,protection against claims arising from property damage,personal
injury.Note:The automobile liability policy shall be endorsed to delete the pollution
exclusion and add the Motor Carrier Act endorsement(MCS-90),TL 1005,TL 1007 and/or
other endorsements required by federal or state authorities.
N Employer's Liability: Bodily Injury by Accident-$1,000,000 each accident.
Bodily Injury by Disease-$1,000,000 policy limit.
26
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
Bodily Injury by Disease-$1,000,000 each employee.
®GentraeteTPurchasers Pollution Liability and/or Errors&Omissions applicable to the
work being performed,with limits no less than$2,000,000 per occurrence or claim and
$2,000,000 aggregate per policy period of one year.If the policy provides coverage on a
claims-made basis,the retroactive date must be shown and must be before the date of the
Agreement or the beginning of the contract work.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.�A
the option of the City,either-:the instirer-shall reduee or eliminate sueh deduetibles or self
the Consultant shall pfeetife a bond guafanteeing payffient of Iesses and related
ohcles containing any self- Commented[BG48]:We buy our insurance on an enterprise-
insured retention(SIR)provision shall provide or be endorsed to provide that the SIR wide basis so we can't modify deductibles or SIRS for individual
contracts.The bond is unnecessary since we have ample financial
mush be satisfied by eitherthe named insured( Purchaser)or-the Ci resources to cover SIRS.We can put your risk manager in touch with
our risk manager to discuss this if there is a concern.
City reserves the right to review any and all of the required insurance certificate elieie , Commented[LGwaeRaB]:Risk to review and discuaa with
Recology.
Io..ration P-Ro and/or endorsements,but has no obligation to do so.City's failure to
Commented[BG50]:The policies and declarations are
demand evidence of full compliance with the insurance requirements set forth in this proprietary and confidential information.
Agreement or City's failure to identify any insurance deficiency shall not relieve Commented[LGW51R50]:Risk to review.
Ge Purchaser from,nor be construed or deemed a waiver of,its obligation to maintain
the required insurance at all times during the performance of this Agreement.
D. Other Insurance Provisions
The required general liability and automobile policies are to contain,or be endorsed to
contain the following provisions:
1. Additional Insured: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 Consult ;rtPurchaser;products and completed
operations of the Censultant Purchase r;premises owned,occupied or used by the
Gonsti4antPurchaser;or automobiles owned,leased,hired or borrowed by the
Ce�Purchaser.The coverage shall contain no special limitations on the scope
of protection afforded to the City,its officers,officials,employees,agents or
volunteers.
2. Primary and Non-Contributory:For any claims related to this project,the
�'^�rr=a'1rantPurchaser'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 Purchaser'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.
27
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
4. The Purchaser'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 exhibitc-laase 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. Waiver of Subrogation: Purchaser agrees to waive subrogation rights for
commercial general liability,automobile liability and worker's compensation against
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.
7. It shall be a requirement under this Agreement that any available insurance proceeds
broader than or in excess of the specified minimum insurance coverage requirement
and/or limits shall be available to the additional insured.Furthermore,the
requirement for coverage and limits shall be(1)the minimum coverage and limits
specified in this Agreement,or(2)the broader coverage and maximum limits of
coverage of any insurance policy or proceeds available to the named insured;
whichever is greater.
8. The limits of insurance required in this Agreement may be satisfied by a combination
of primary and umbrella or excess insurance.Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of the City of Petaluma before the
City of Petaluma's own insurance or self-insurance shall be called upon to protect it
as a named insured.
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
NOTE:The City of Petaluma is now using an online insurance program,PINS
Advantage.Once you have been awarded a contract with the City of Petaluma,you will
receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward
the e-mail to your insurance agent(s).GensultantPurchaser shall furnish the City with
Certificate of Insurance along with Deel,.rations and eEndorsements effecting coverage
required by this exhibitelause.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.
28
DocuSign Envelope ID:365BC1BA-94A3-4312-821E-268367B848B7
Exhibit D
PURCHASER INSURANCE REQUIREMENTS
(a) City shall maintain insurance in compliance with this exhibit,and shall ensure that each of its
subcontractor performing work hereunder also maintains insurance in compliance with this exhibit,
as if the subcontractor were a party to this Agreement.City shall furnish insurance certificates
evidencing the required coverages prior to the effective date of this Agreement,and thereafter upon
each policy renewal.City should send its certificates to:Recology Service Center,50 California St.,
24th Fl.,San Francisco,CA 94111,Attn:Risk Manager.Each party shall maintain the following
polices with at least the following limits:
Workers'Compensation Statutory limits for states where goods or services rovided
Employer's Liability Bodily Injury by Accident—Each Accident $1,000,000
Bodily Injury by Disease—Each Employee $1,000,000
Bodily Injury by Disease—Policy Limit $1,000,000
Commercial General Liability Premises-Operations—Each Occurrence $1,000,000
Annual Aggregate Other Than Prod.-Com 1.O s. $1,000,000
Products-Completed Operations—Each $1,000,000
Occurrence
Products-Completed Operations—Annual $1,000,000
Aggregate
Automobile Liability Combined Single Limit—Each Accident $1,000,000
Pollution Liability* Single Limit—Each Occurrence $2,000,000
Annual Aggregate $2,000,000
Product Liability Single Limit—Each Occurrence $5,000,000
Umbrella Liability** Single Limit—Each Occurrence $5,000,000
Policy Limit $5,000,000
*Shall include MCS-90 and CA 9948 endorsements,or their equivalents.
**Sudden and Gradual,including clean-up costs.
***In excess of Employer's Liability,Commercial General Liability,Automobile Liability and
Product Liability.
(b) Each policy required hereunder shall,or shall be endorsed to:(i)contain a waiver of
subrogation in favor of the other party,its affiliates,and its and their respective directors,officers,
employees and agents;(ii)name the other parry,its affiliates,and its and their respective directors,
officers,employees and agents as additional insureds,except for Workers'Compensation and
Employer's Liability;(iii)be primary,and any insurance or self-insurance maintained by such
additional insureds shall not contribute with it,except for Workers'Compensation and Employer's
Liability;(iv)remain in effect throughout the Term,and if written on a claims-made basis for five
(5)years thereafter;(v)contain"cross-liability"or"separation of insureds"coverage;and(vi)be
issued by companies licensed in each state where goods or services are provided,with an A.M.Best
rating of A-VII or better.If the issuer of any policy required hereunder is the subject of bankruptcy
or insolvency proceedings,or becomes insolvent,the party maintaining such policy shall within five
(5)business days substitute another policy and issuer meeting the requirements of this exhibit.
29