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HomeMy WebLinkAbout2022-091 PO 20230136- Synagro West LLC • . Purchase Order Fri CITY RECORDER Fiscal Year 2023 Page: 1 of: 1 rTIIa B City of Ashland ) ATTN: Accounts Payable • L 20 E. MainPurchase O , 20230136 Ashland, OR 97520 rder# T Phone: 541/552-2010 0 Email: payable@ashland.or.us • V H C/O Public Works Department E SYNAGRO WEST LLC 51 Winburn Way N 435 WILIAMS COURT SUITE 100 P Ashland, OR 97520 BALTIMORE, MD 21220 Phone: 541/488-5347 R 0 T Fax: 541/488-6006 , _ _ • n-ft= Vile 7775----i-4-45 -- 31gE>-- Scott Fleu 09/27/2022 7277 FOB ASHLAND OR/NET30 City Accounts Payable .M4.6-:7 - f qn.OWE Rental Centrifuge Equipment • 1 Rental of Centrifuge equipment, supporting equipment, 1.0 $76,000.00 $76,000.00 mobilization, set up, training and demobilization. Goods and Services Agreement(Greater than $35,000) Completion date: 12/31/2022 Project Account: GL SUMMARY*************** I 086100-602400 $76,000.00 • :AutAfetAtilt Date: 11)1 fr Byt. -;„,..„„h• • •-; orized Signature $76,000.00 4Vel TdICW FORM # CITY • A request for a PL ,1 f 7 ; ASHLAND REQUISITION Date of request: '08/252022` Required date for delivery: X08/25/2022. Vendor Name SYNAGRO West,LLC Address,City,State,Zip 435 Williams Court Suite 100,Baltimore,MD 21220 Contact Name&Telephone Number Garrett Behram(360)450-1826 Email address gbehram@synagro.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid 0 Emergency ❑ Reason for exemption:_ Date approved by Council: 0 Form#13,Written findings and Authorization ❑ AMC 2.50 (Attach copy of council communication) ❑ Written quote or proposal attached ❑ Written quote or proposal attached _(If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council:_ ❑ State of Oregon ❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington Date approved by Council: • Contract# _(Attach copy of council communication) ❑ Other government agency contract Intermediate Procurement ❑ Sole Source Agency GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Contract#_ Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: ❑ Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment ❑ Special Procurement City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval ❑ Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K ❑ Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: Valid until: (Date) Description of SERVICES , Total Cost Rental of Centrifuge equipment,supporting equipment,mobilization,set up,training and demobilization. 76+000 00 . Item# Quantity Unit Description of MATERIALS Unit Price Total Cost Q Per attached quotelproposal ':TO.TALCOST" Project Number Account Number 0 8 6 1 0 0.6 0 2 4 0 0 76, . 0 2. Account Number - Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,/certify that the City's public contracting requirements have been satisfied. re� Employee: c -Alae, �/44 Department Head: ` et.l-,2pZ L. "_/ e 4�;f . •J greater than$5,000) Department Manager/Supervisor: City nager: /;. /�/'c �* - (Equ. to or greeter than'Lei a-2 Funds appropriated for current fiscal year: YES / NO J(/-(.tet/ r Finance Direc or-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition 1 J FORM #13 CITY OF ASHLAND EMERGENCY PROCUREMENT Greater than $5,000 To: Joseph L. Lessard, City Manager From: Scott A. Fleury, Public Works Director Date: August 25, 2022 Re: Emergency Procurement—Written Findings and Request for Authorization Document the emergency: We have two Andritz Centrifuges that dewater the sludge at our Wastewater Treatment Plant. One is currently getting rebuilt at the Andritz facility with a return timeline running into November of this year. Our centrifuge currently left in operation is failing. Council previously approved a Sole Source purchase for a new centrifuge at the June 7, 2022, business meeting. (Minutes)(Staff Report) The new centrifuge has a delivery timeline running into December of this year. This creates a large gap with no redundancy from now until delivery of the new and rebuilt units. With the current failures of the centrifuge left in operation we need to rent a portable centrifuge unit to get us through. The rental is substantially cheaper than hauling our sludge off site at a rate of$16k daily. This classifies as an emergency as we only have 6 days of storage without the centrifuge in operation and have limited options due to proprietary equipment. Document solicitation process: Obtained proposal from Synagro West as it has a long history of assisting municipalities in Oregon with this same process. Direct award of a Goods and Services contract with emergency procurement to Synagro West. Amount of Emergency Contract: $76,000.00 Written Order Emergency Procurement is being authorized by the City Manager as specified by this written order. Authorized by: Date: aZl> f2p Lessard, City Manager Report Emergency Procurement to the City Council: Yes / No Note: Emergency Procurements equal to or greater than$100,000 for Goods and Services and equal to or greater than $75,000 for Personal Services will require Council approval. Funds appropriated for emergenc procurement: /NO Authorized by: Date: (1/4-04-- Finance 7i()/- Finance D ector(Equal to or greater than$5,000) Form#13—Emergency Procurement—Written Findings and Request for Approval, Page 1 of 1,8/26/2022 - I GOODS AND SERVICES AGREEMENT (GREATER THAN$35,000) PROVIDER: Synagro West,LLC CITY O F PROVIDER'S CONTACT: Garrett Behrman ASHLAND 20 East Main.Street ADDRESS: 435 Williams Court, Suite 100 Ashland,Oregon 97520 Baltimore,MD 21220 Telephone: 541/488-5587 Fax: 541/488-6006 ' PHONE: 800-370-0035 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland,an Oregon municipal corporation(hereinafter"City")and Synagro West,LLC,a foreign limited liability company(hereinafter"Provider"),for delivery of centrifuge equipment,installation,training,and rental. 1. PROVIDER'S OBLIGATIONS 1.1 Provide equipment delivery, installation, training, rental and operations of provided centrifuge equipment as set forth in the "SUPPORTING DOCUMENTS" attached hereto and,by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The goods and services defined and described in the"SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as"Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder,a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability,and products/completed operations coverage; and • Automobile Liability; and • Workers' Compensation. 1.2.2 Each policy of such insurance shall be on an"occurrence" and not a"claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage Page 1 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC r I ' • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 Provider shall,at its own expense,maintain Worker's Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. As evidence of the insurance required by this Agreement,the Provider shall furnish an acceptable insurance certificate prior to commencing any Work. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055,in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $24,050.68 or more, Provider is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Provider is also required to post the notice attached hereto as"Exhibit A"predominantly in areas where it will be seen by all employees. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of$20,012.00 (twenty thousand twelve dollars) monthly (4 week) as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$76,000.00 (seventy-six thousand dollars)without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. Page 2 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC • 3.3 Provider is not entitled to,and expressly waives all claims to City benefits such as health and disability insurance,paid leave,and retirement. 3.4 Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 3.5 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. 3.6 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.7 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,27913.230 and 27913.235. 3.8 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred,as appropriate,so as to effectuate this choice of venue. 3.9 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees,contractors, or agents under this Agreement. 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,strikes,lockouts,accidents, or other events beyond the control of the other or the other's officers, employees or agents. 3.11 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions,but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable,preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement, 3.12 Deliveries will be F.0.B destination. Provider shall pay all transportation and handling charges for the Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects,fraud, and warranties. 3.13 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this Page 3 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72(UCC). 3.14 Provider represents and warrants that the Goods are new, current, and fully•warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor,material and manufacture.Provider shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS 4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are collectively referred to in this Agreement as the"SUPPORTING DOCUMENTS:" • The City's written emergency procurement,form 13 dated August 12,2022 • The Provider's complete written Proposal dated August 18,2022. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order listed in Article 4.1. 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity,including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due,Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the"Effective Date")and shall continue in.full force and effect until December 31,2022,unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may,upon not less than thirty(30) days' prior written notice,terminate this Agreement for any reason deemed appropriate in its sole discretion. Page 4 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC 6.2.3 Either party may terminate this Agreement,with cause,by not less than fourteen(14) days'prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery,by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail,return receipt requested,postage prepaid, to the address set forth below: If to the City: City of Ashland—Public Works Department Attn: Contract Administrator 20 E.Main Street Ashland, Oregon 97520 Phone: (541)488-5587 With a copy to: City of Ashland—Legal Department 20 E.Main Street Ashland,Oregon 97520 Phone: (541) 488-5350 If to Provider: Synagro West,LLC Attn: Garrett Behrman 435 Williams Court, Suite 100 Baltimore,MD 21220 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. • 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316,317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider, for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316,317, and 318; Page 5 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. {� 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: SYNAt O WEST, LC (P OVIDER): By; By: e Jo .Lessard,City Manager Signature p A6.5 ok L . L jarr ?JSWL1 e, 405 %/ A Printed Name Printed Name Vac/27_ L)/gz4,2 - g O1ibz, 43 Date Title s6: :204 Date �.C/ (W-9 is to be submitted with this signed Agreement) Purchase Order No. ��7 l !� �' ) Digitally signed by A'O ' c ,, LSN: n DourY With corrections to Materials Managment Agreement 411 Indemnification; McLeary,o=City of and§14 Insurance M Ashland,ou=Asst City Attorney, `er ail`oug:rcgeary@as 1 v 1C�D:¢,,a �t 2o22A9.15 //' 11:29:44-07'00' 09-16-2022 Date Page 6 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC l EXHIBIT A CITY OF ASHLAND, OREGON City of Ashland LIVING All employers described WAGE below must comply with City of Ashland laws regulating 1..ytr at • . '1gWage. • 517.0 .4.p r boob a ctive.Jrane.3. } O22 . The Living ijiiing:.Wage is adj40ted annually,very• 1,`m June 30.by the Consumer.Prieelndex; • Employees must be paid a portion of the business of -of health care,.retirement, living wage: their employer,if the 401K and IRS eligible . employer has ten or more cafeteria plans(including employees,and has received childcare)benefits to the. For all hours worked under a financial assistance for the employee's amount of wages_ service*great between their project or irsess from the • empldyer and the City of City of Ashland over Note: For terriparary and • Ashland if the contrai:t $24,05(.1.€8; pari-time employees,the exceeds$24,050.68 or more. living Wagedoes not apply r If their employer is the City of to the first.1040 hours worked i For all hours worked in a Ashland,including the Parks in any calendar year, For and Recreation Department more details,please see month,ifih�employee Ashland Munidipal Code spends 50%or mote of the fr In calculating the living wage, Section 3.92024. employee's time in that month employers may add the value working ono project or For additional information: Call the Ashland.City Managers office at 64ii-488-60D2 or write to the City Manager, City Hall,20 East Main Street,Ashland,OR 97520,or v€sit the City's website at www_ashland.or.us. htotice to Employers:.This notide must be posted in areas whereit be seen by all employees. ' CtTY .of ASHLAND Page 7 of 6: Goods and Services Agreement between the City of Ashland and Synagro West,LLC YOUR PARTNER FOR A CLEANER, 0 GREENER WORLD Proposal to Provide Equipment Delivery, Installation, Rental and Operations August 18th,2022 Chance Metcalf,PMP Senior Project Manager City of Ashland,Public Works 20 East Main Street,Ashland OR 97520 Dear Chance, Synagro West,LLC,is pleased to present the following proposal for the mobilization,delivery,set up,training and rental of one centrifuge and supporting equipment. Our proposal is as follows: Rental of: - One Flottweg Z5E Centrifuge - Polymer provided by the City will be introduced into the sludge feed line prior to entering the centrifuge. - Sufficient pipe,hose and connections to tie into sludge feed and water supply lines. o Filtrate return lines. - One to two filtrate return pumps. - One cake discharge system to load into the City's trucks for disposal. Modification of the cake discharge system may be required depending on the City's disposal equipment. Synagro will also provide the following support services: - Three days of setup and training on the use and the daily maintenance check of the Centrifuge. Setup and Training are included in the MOB-DEMOB cost. Other specific conditions: - Polymer is to be provided by City of Ashland, OR WW 1'P. - Sludge feed line to be exposed and accessible by Synagro for tie-in. - Transportation and Disposal is to be provided by City of Ashland, OR. - Synagro and representatives will have access to plant restroom facilities while on site. - City of Ashland to provide preventative maintenance on rented equipment as shown during setup. - All on-site personnel will be paid not less than the general prevailing rate of wages as determined by the local Department of Labor. - Small forklift for the setup to be provided by the City of Ashland. - If secondary containment is needed,please advise immediately. Timing of operations: - Once a PO is approved and received,Synagro will mobilize the equipment.We would expect to be onsite within 1 week of PO approval.Any opportunities to expedite the equipment will be evaluated. - This contract shall be for a minimum of 56 days of operations. Synagro acknowledges that the total project duration may extend past the agreed upon minimum operating days. 0 YOUR PARTNER FOR A CLEANER, GREENER WORLD Pricing:Total pricing is to not exceed$76,000 unless requested by the City of Ashland and negotiated with Synagro. Description Unit of Measure Units Unit Price Mobilization- Demobilisation and Lump Sum 1 $13,043.00 installation of equipment Monthly Rental of one Per Month (28 1 $20,012 Centrifuge (no labor) days) Pipe,hoses,connections, Lump Sum 1 $ 2,400.00 and fittings Daily Prorated Rate without Per Day TBD $800.00 labor The pricing schedule above is an estimate based on the scope of work provided and excludes additional costs for unforeseen conditions. Synagro will notify the City of Ashland promptly upon encountering any changes in conditions and will obtain written approval prior to assessing any charges over and above those listed.The above charges do not include state and local sales tax,if applicable.Daily prorated rate will be charged if rental is called off before months end of the monthly centrifuge rental. The above proposal is nonbinding until such time that the City of Ashland and Synagro enter into a mutually acceptable agreement and are subject to Synagro standard terms and conditions,a copy of which is attached. Very truly yours, SattettifsAtmais Garrett Behrman 2 syN AG Rit:o Materials Management Agreement This Agreement made and entered into as of this day of , 2022_ by and between Contractor and Customer. Customer Legal Name C S" Street Address O; Mx E City/Town County State Zip Code C . Synagro Legal Name 'O' N T Street Address € _R A T . City/Town State Zip Code 1 O, R Commencement Date Expiration Date The "Term" of this Agreement shall be from the Commencement Date up to and including the Expiration Date. This Agreement and any extensions shall automatically renew on a year-to-year basis following expiration of the Term, until ` E- Contractor or Customer delivers notice to the other party of its intent to terminate the Agreement. Such notice must be R' ' delivered at least 30 days prior to the end of the then-current Term. If Contractor provides Contractor Services to Customer M `' outside of the Term without another written agreement, then such services shall be deemed provided pursuant to the terms of this Agreement (other than the Term) and Customer's request for or acceptance of Contractor Services shall be deemed '' consent to the terms of this Agreement. No such provision of services by Contractor shall be deemed an agreement to provide any further services or extend the term of this contract for additional periods. Customer Contact Name Telephone# I B ±! Street Number/P.O. Box Fax# 1 -I. Address Contact Person E-mail Address G ' City/State Zip Code l FOR CUSTOMER: Date S. „ y'° Signature G N. - . ` ' Name and Title Ts 'L ': FOR CONTRACTOR: Date "=R 'E Signature S',r Name and Title Version 3/1/2018 SYNAGROMaterials Management Agreement SCOPE OF SERVICES AND PRICING APPENDIX Scope of Service. INSERT DETAILED DESCRIPTION OF ACTUAL SCOPE OF SERVICE(S) Customer Materials. Customer Materials shall consist of the following: INSERT DESCRIPTION OF CUSTOMER MATERIALS Method of Delivery of Customer Materials. The Customer Material shall be delivered to Contractor in the following manner: "Customer Facility(ies)"shall mean the following locations where Customer Material(s)are generated or stored: 1. Contractor right to refuse loads. If trucks or containers are loaded by Customer or its agents, Contractor has the right to refuse loads that are not within legal weight restrictions, are defective, or are not filled to mutually agreed-upon minimums or maximums. PRICE The Agreement Price(s)shall be as follows: RATE QUANTITY r UNIT SERVICE . ' - Example: 1,000,000 Gallon Transport liquid biosolids from Customer Facility to permitted land and $0.0350 land-apply liquid biosolids Example: 6,000 Cubic Yard Transport to landfill Cake Biosolids dewatered to solids. $18.00 Materials Management Agreement Page 2 of 7 Version 7/3/2021 SYNAGRO Materials Management Agreement CPI. All Agreement Prices shall be adjusted as follows: All Agreement Prices shall be adjusted annually beginning on 20 based on the Non-Seasonally Adjusted Consumer Price Index established by the United States Department of Commerce, Bureau of Labor Statistics, for with the CPI immediately preceding the Commencement Date being the base index. Said adjustment shall apply to all fees contained herein, and shall be basedon the following formula: New Price=(Price Adjustment)x First Year Agreement Price Current CPI-Base CPI Price Adjustment= 1 +( Base CPI CPI = Base CPI = Once the CPI is available, the price adjustment shall take effect retroactively, where applicable, as of the dates specified above for price adjustments. No New Price shall ever be lower than any existing current Agreement Price in effect immediately before the annual adjustment. Fuel Surcharge Adjustment All Agreement Prices shall be adjusted monthly for a fuel surcharge ("Fuel Surcharge Adjustment") to reflect any increased change in diesel fuel prices, in accordance with the table below, if the cost of retail on-highway diesel fuel (Department of Energy, Energy Information Administration— ) is at,or exceeds, $ per gallon(Base Price). The Fuel Surcharge Adjustment will be based on the following chart and the Retail On-Highway Diesel Price— as published by the U.S. Department of Energy's Energy Information Administration for and will be applied to the then current fixed or unit fee, as applicable. The Fuel Surcharge Adjustment will be no more than once a calendar month beginning with the second calendar month following the Commencement of Services and shall be adjusted as of the first day of each month. Fuel Surcharge Adjustment will then be applied as follows: Diesel Price$/Gallon - Fuel Surcharge Note' Adjustment% <$(Base Price) None Base Price to Base Price plus 0.5% $.049 Base Price plus$0.05 to 1.0% Base Price plus$0.099 Base Price plus$0.1 to Base 1.5% Price plus$.0149 For each$0.05/gallon increase thereafter add 0.5% EXAMPLE: Base Price=$3.01 /Gallon Diesel Price$/Gallon - Fuel Surcharge Note' Adjustment% <_ $3.00 (Base Price) None $3.01 -$3.049 0.5% $3.05-$3.099 1. % $3.10-$3.149 1.5% Note 1 -Fuel Rate based on DOE EIA monthly retail on-highway diesel prices( ) Materials Management Agreement Page 3 of 7 Version 7/3/2021 SYNAGROMaterials Management Agreement GENERAL TERMS AND CONDITIONS 1. Definitions. As used in this Agreement: including cost for the handling of such Non-Conforming Materials on a case-by-case basis. If Contractor discovers material is Non- A. "Affiliate" shall mean any Person which, directly or Conforming after it takes possession, then Customer shall reimburse indirectly, owns or controls, or is under common ownership or control all costs and expenses of Contractor in handling such Non-Conforming with,or is owned or controlled by,such Person. Material until Customer arranges for removal and transportation of B. "Agreement" shall mean this agreement, and each and such Non-Conforming Material for appropriate processing and every exhibit, appendix and schedule attached hereto, and by disposal,plus 10%of such costs and expenses. reference made part of this Agreement. 5. Ownership of Materials. Customer shall retain all title to and C. "Agreement Price(s)"shall mean any one or,collectively,all ownership of the Customer Material and Non-Conforming Materials. the prices to be paid by the Customer to Contractor for Contractor 6. Rejection or Revocation of Acceptance of Materials. Services. A. Contractor shall have the right to reject any Non-Conforming D. "Authorizations" means all authorizations, permits, Material prior to taking possession or revoking its acceptance after applications,notices of intent,registrations,variances,and exemptions taking possession of any Non-Conforming Material, provided that required for the removal, transportation and land application of Contractor notifies Customer by telephone or in writing of such Customer Materials in compliance with all Laws. rejection of Non-Conforming Materials promptly upon Contractor's E. Agreement shall consist of the following documents which discovery thereof. Any such notice of rejection not given initially in Customer acknowledges receiving copies of: writing shall be promptly confirmed in writing to Customer. Contractor 1. The Agreement shall provide Customer with the documentation used to identify 2. Scope of Service and Price Appendix Customer Materials as Non-Conforming, and Customer shall have the 3. General Terms and Conditions right to re-test the Customer Materials. F. "Contractor Facility" shall mean a facility operated or B. Within twenty-four (24) hours after receipt of notice of controlled by Contractor or an Affiliate of Contractor. rejection of Non-Conforming Material (or such longer period provided that Customer is acting with due diligence). Customer shall in G. "Contractor Services"shall be those services described in accordance with Laws, arrange for and pay all costs associated with Scope of Service and Price Appendix. the testing,removal and transport of such Non-Conforming Material for H. "Customer"shall mean the entity identified as Customer in appropriate processing and disposal. If Customer fails to remove Non- the first paragraph of this Agreement and its permitted successors and Conforming Material(s)within 10 business days of the date Customer assigns. is notified by Contractor, then Contractor shall have the right, but not I. "Customer Material(s)"shall mean the materials generated the obligation, to remove, store, handle, transport, store, process and diby or stored at the Customer's Facility which are described in Scope of Contractoronose of Non-Conforming all expensesMaters and Customer shallh reimburseus10 Service and Price Appendix, Section A. 2. and meet(s) the for exsts and associated therewith, plus 10/o requirements set forth in Appendix 2. of such costs and expenses. J. "Governmental Authority" means any governmental C. Nothing in this section shall be construed to limit Customer's authority including the United States of America and any State, local obligation to indemnify Contractor. authority, political subdivision, agency, department, commission, 7. Change in Conditions Affecting Quality of Materials. board, bureau, court, tribunal having jurisdiction over this Agreement, Customer shall immediately notify Contractor of changes or Customer Material(s),or Contractor,Customer,or Customer Facility. irregularities related to the creation, processing or conditions that K. "Hazardous Materials" means any "petroleum," "oil," would reasonably be expected to affect the quality, character or "hazardous waste," "hazardous substance," `toxic substance," and composition of Customer Materials. Customer shall promptly furnish to "extremely hazardous substance"as such terms are defined, listed, or Contractor any information regarding known or suspected changes in regulated under Laws. the composition or characteristics of the Customer Materials. L. "Intended Use"shall mean any use, placement or disposal 8. Record Keeping. Contractor shall maintain records of the of Customer Materials pursuanthall this Agreement including disp by Contractor Services to the extent Contractor is required by Law, and example,fCut land application, antoostthis g eem tio laudingll, or further, shall maintain records to the extent specifically set forth in ,on. Scope of Services and Price. Customer shall maintain records to the incineextent Customer is required by Law. Customer shall keep and M. "Laws"means any Authorization and any applicable federal, maintain records showing all data necessary for computation of the state,or local law,rule,regulation,ordinance,order,decision,principle invoiced amounts during the term of the Agreement and for eighteen of common law, consent decree or order, of any Governmental (18) months after the termination of the Agreement. Customer shall, Authority,now or hereafter in effect. upon reasonable notice from Contractor, allow Contractor to inspect N. "Non-Conforming Material(s)" shall mean material(s) which and copy all records reasonably necessary for Contractor to compute (i) fail(s) to meet the description or characteristics described in the amounts to be invoiced. Appendices land/or 2,or(ii)are Hazardous Materials,or(iii)contain a • 9. Terms of Payment. Customer shall pay Contractor the full concentration of polychlorinated biphenyls equal to or greater than 50 amount due under any invoice within thirty(30)days of the date of the milligrams per kilogram of total solids (on a dry weight basis) or (iii) invoice. Any invoice amount not paid in full within thirty (30) days of contains PFOA/PFAS levels in excess of any federal or state the date of the invoice shall bear interest at the lesser of: (i) one and guidelines or regulations. one-half percent (1.5%) per month; or (ii) the maximum legally O. "Party"shall mean either Customer or Contractor; "Parties" permissible interest rate on any unpaid balance thereof. Interest shall shall mean Customer and Contractor. be computed from the date of the invoice. P. "Person" shall mean any partnership, corporation, 10. Default Termination. Governmental Authority, trust or legal entity, as well as a natural A. In the event a Party seeks to terminate this Agreement person. because the other Party has failed to perform one or more of its Q. "Term"shall mean the term of this Agreement including any material obligations hereunder,then the non-defaulting Party shall give extensions,as provided for in the Agreement. a default notice to the defaulting party. Such default notice shall list 3. Services.Contractor shall provide Contractor Services to with reasonable detail the nature of the default. Unless otherwise Customer. stated in Subsection B below, a defaulting Party shall have a right to cure a default within 10 days. If the defaulting Party fails to cure the 4. Price and Adjustments. default within 10 days after the receipt of the default notice,then this A. The Agreement Price(s) for Contractor Services is set forth Agreement may be terminated by the non-defaulting party by delivery in Scope of Services and Price. of notice of termination, effective on the termination date stated in in B. Contractor will have no duty to handle Non-Conforming such termination notice. Materials unless Customer and Contractor mutually agree to terms Materials Management Agreement Page 4 of 7 Version 7/3/2021 , . SYNAGR© Materials Management Agreement 2 B. Notwithstanding any provision herein to the contrary, each claim, one million dollars ($4,000,000) products aggregate and Contractor may immediately terminate this Agreement upon notice to two million dollars ($2,000,000) general aggregate. Such insurance Customer if: shall provide that coverage shall not be canceled without thirty (30) (i) Customer fails to make full payment within 30 days of days prior notice to Contractor and Customer, or ten (10)days'notice any invoice date; in the event that such coverage is cancelled for non-payment. Contractor shall provide evidence of said insurance, in the form of an (ii) there is a change in or to the interpretation of any Laws insurance certificate,within thirty(30)days from the date hereof. Said which increases Contractor's risk or cost, or which certificate shall name Customer as an additional insured. would serve to delay Contractor's performance of C. Contractor shall provide general liability and property Contractor Services; damage insurance to cover the liabilities of Contractor arising out of (iii) Contractor reasonably determines that performing the use of vehicles in in the performance of Contractor Services with a Contractor Services will cause personal injury, or combined single limit of one million dollars ($2900,000), with an damage to a Party's facilities, equipment or operation, umbrella policy of five million dollars($5,000,000). or will cause Contractor to be in violation of Laws, or 15. Force Majeure. Neither Party shall be liable to the other Party for will produce or cause to be produced a process breach or for failure or delay in the performance of its obligations byproduct that is classified as Hazardous Material(s);or hereunder caused by any act or occurrence beyond its reasonable (iv) Customer fails to provide the NANI or NANI Equivalent control, including, but not limited to: fires; floods; strikes (except any as provided for in Section 29.A.4.b.of this Agreement. strikes involving a Party's personnel); a change in Federal, State, or local law or ordinance; orders or judgments of any Federal, State or C.Non-Default Termination local court, administrative agency or governmental body; change in permit conditions or requirements; accidents; extreme weather If the Customer has exercises a discretionary right to early conditions including, for example, hurricanes, tornadoes, unusually termination that is not based on default,the Contractor high amounts of precipitation, unusual extremes of temperature or will be compensated for early termination costs, wind, or unusually extended periods of adverse weather conditions; including but not limited to, recovery of capital costs, acts of war, aggression or terrorism (foreign or domestic); equipment lost profit, demobilization costs, employment failure (other than due to the inadequate maintenance thereof); and severance payments and cost to terminate acts of God. It is specifically understood that,without limitation, none subcontractors and equipment leases. of the following acts,events or circumstances shall constitute an act or 11. Indemnification. occurrence beyond a Party's reasonable control: (i) reasonably A. Contractor shall defend, indemnify and hold harmless anticipated weather conditions normal for the region in which the work is performed or(ii) any failure to pay any sums in accordance with the Customer, its directors, officers and agents from and against any and all claims, suits, actions, proceedings, liabilities, losses, damages, terms of this Agreement. Whenever the provisions of this Section are all fines, penalties and expenses, pro of every chawhatsoever believed to apply,the Party relying thereon shall give prompt notice to (including, but not limited to, liability for pollution, environmental or the other Party of the circumstances, the basis for applicability of this natural resource damage or restoration, nuisance, bodily injury, Section and the Customertimrequiredllusetcure suchlebreachst efforts or delay and sickness and/or disease, including death, and loss of or damage to Contractor and shall reasonable best efforts to agree on property),to the extent proximately caused by Contractor's negligence appropriate mitigating actions under the circumstances. This provision or breach of this Agreement. If any such suits,actions or proceedings provides performance (including schedule) and financial relief if a are threatened or commenced, Customer shall promptly notify Force Majeure event interferes with the Contractor's performance Contractor. 30.300 B. Customer shall defend, indemnify and hold harmless 16. Representation of Authority. Each person signing this To the extent permitted under ORS Agreement represents and warrants that he or she is duly authorized Contractor,its partners,directors,officers,employees and agents from and has legal capacity to execute and deliver and perform this Agreement. Each Party represents and warrants to the other that the and against any and all claims, suits, actions, proceedings, liabilities, execution and delivery of the Agreement and the performance of such losses, damages, fines, penalties and expense of every character whatsoeverParty's obligations hereunder have been duly authorized and that the (including, but not limited to, liability for pollution, Agreement is a valid and legal agreement binding on such Party and environmental or natural resource damage or restoration, nuisance, bodily injury, sickness and/or disease, including death, and loss of or enforceable in accordance with its terms. damage to property), to the extent they arise out of: (i) Customer's 17. Survival of Obligations. Notwithstanding the expiration or failure to comply with any of its obligations under this Agreement; (ii) sooner termination of this Agreement,any duty or obligation which has Customer's delivery of Non-Conforming Material to Contractor; (iii) been incurred and which has not been fully observed, performed Contractor's acceptance, handling, use or application of Non- and/or discharged, and any right, conditional or unconditional, which Conforming Material; and (iv) any other negligent act or omission or has been created and has not been fully enjoyed, enforced and/or willful misconduct by Customer. If any such suits, actions or satisfied,shall survive such expiration or termination until such duty or proceedings are threatened or commenced, Contractor shall promptly obligation has been fullyobserved, performed and/or discharged and notify Customer. such right has been fully enjoyed,enforced and/or satisfied. 12. Access. Customer shall provide Contractor access to Customer 18. Entire Agreement. This Agreement constitutes the entire Facility(ies) as and when requested by Contractor in order to provide agreement of the Parties with respect to the subject matter hereof and Contractor Services. Customer shall bear all costs or fees associated supersedes all prior agreements and understandings, both written and with providing access to Contractor. verbal,between the Parties with respect to the subject matter hereof. 13. Compliance with Laws. Unless otherwise specifically provided 19. Counterparts. This Agreement may be executed in counterparts, in this Agreement, Contractor shall comply with Laws directly which together shall constitute one and the same contract. The Parties regulating Contractor Services and Customer shall comply with all may execute more than one copy of this Agreement, each of which Laws imposed upon. shall constitute an original. 14. Physical Damage Responsibility;Insurance. 20. Assignment. This Agreement shall be binding upon and inure to A. Contractor shall provide workers compensation insurance for the benefit of the Parties thereto and their successors and permitted assigns. The Agreement may not be assigned by either Party without all its employees providing services under this Agreement in accordance with applicable law. Contractor's liability and out of pocket the prior written consent of the other Party,which consent shall not be expenses is capped at the insurance provided in this agreement. unreasonably withheld or delayed, except that Contractor may assign performance and/or collection to an Affiliate of Contractor without the B. Contractor shall provide commercial general liability consent of Customer. insurance to cover the liabilities of Contractor arising out of the Contractor Services with limits of one million dollars ($4,000,000) for 2 Materials Management Agreement Page 5 of 7 Version 7/3/2021 SYNAGR© Materials Management Agreement 21. Modification. This Agreement may not be amended, altered or Contractor Services include pathogen reduction requirements modified except in writing signed by the Parties hereto. and/or vector attraction reduction, Customer is not obligated to 22. Governing Law. Venue Selection. This Agreement shall be meet pathogen and/or vector attraction reduction requirements. governed by and construed under the laws of the State of Delaware. b. Customer shall provide Contractor documentation that 23. No Third Party Liability. Neither this Agreement nor any Customer's biosolids meet 40 CFR PART 503,state and local Subcontract is intended to give rise to or recognize any third party land application quality criteria with respect to the three beneficiary to this Agreement. biosolids quality criteria (i.e. metals content, pathogen reduction requirements, and vector attraction reduction 24. Partial Invalidity. If any provision of this Agreement is requirements) unless Contractor has specifically agreed determined to be invalid, illegal or unenforceable for any reason, that otherwise as part of the Contractor Services described below. provision shall be deleted from this Agreement and such deletion shall This information is to be supplied to Contractor using a Notice in no way affect, impair, or invalidate any other provision of this and Necessary Information ("NANI") form or NANI Equivalent Agreement, unless it was material to the consideration for the within 45 days after the end of the Customer's monitoring performance required. If a provision is deleted which is not material to period based on the biosolids testing frequency in 40 CFR such consideration, the remaining provisions shall be given the force 503.16. "NANI Equivalent"shall mean lab results which clearly and effect originally intended. show the three biosolids quality criteria are met(e.g.metal test 25. Consent to Breach Not Waiver. No term or provision hereof results, fecal coliform test results, SOUR test results). If shall be deemed waived and no breach excused, unless such waiver Customer has more than one Customer Facility, a NANI'Form or consent is in writing and signed by the Party claimed to have waived or NANI Equivalent is required for each Customer Facility at or consented. No consent by any Party to, or waiver of, a breach by which Contractor Services are being provided. If Customer the other Party shall constitute consent to,waiver of, or excuse of any uses more than one treatment process within Customer other different or subsequent breach. No course of conduct or series of Facility, (for example, customer produces anaerobically dealings shall constitute a waiver hereunder. digested and lime stabilized biosolids) a NANI form or NANI 26. Notice. Except as otherwise specifically provided in this Equivalent is required for each treatment process used by the Agreement, all notices must be given in writing sent by recognized Customer. If Customer has stored biosolids in more than one overnight courier or registered or certified US mail, postage prepaid, location/structure within Customer Facility produced over return receipt requested,addressed listed on the first page and with an different time periods or tested separately due to its unique additional copy of any notice to Contractor sent to: characteristics or Customer's desired sampling program, a NANI form or NANI Equivalent are required for each Customer Facility storage location/structure. Contractor shall have the 435 Williams Court,Suite 100 right to rely upon any information or certification provided by Baltimore,MD 21220 Customer and shall not have any independent duty to Attn:Legal Manager investigate or inquire regarding the subject matter of Customer's certification or of the information which Customer Notice shall be sent to the referenced persons and addresses unless provides to Contractor. Where Contractor Services include the Parties are otherwise notified in writing of a change in the name or pathogen reduction requirements, the NANI Form or NANI address of the person to be notified. Equivalent provided Customer is not required to document compliance with pathogen reduction requirements by Law. Where Contractor Services include vector attraction reduction, 27. Consequential Damages. In no event shall Contractor, its the NANI Form or NANI Equivalent provided by Customer is affiliated corporations and Affiliates or its and their directors, officers, not required to document compliance with vector attraction employees or any of its subcontractors be liable for any incidental, reduction requirements. indirect, special, punitive, economic or consequential damages, c. If Customer fails to provide the NANI Form or NANI suffered or incurred by Customer or any of its agents or contractors as Equivalent when required by Law, Contractor shall have the a result of Contractor's performance or non-performance of services immediate right,but not the obligation,to suspend or terminate pursuant to this Agreement. In no event shall Contractor's liability Contractor Services or this Agreement. Customer shall be hereunder exceed the value of the payments to Contractor under this liable for all additional costs and expenses arising out of such Agreement,regardless of legal theory. suspension or termination. 28. Drafting Responsibility. Neither Contractor nor Customer shall d. Contractor will land apply Customer Materials based on be considered the drafter of this Agreement, and any ambiguities the most current NANI Form or NANI equivalent test results herein shall not be construed against either Contractor or Customer, provided to the Contractor. both having participated in the drafting of this Agreement. 29. Customer Materials. Customer represents and warrants the 5. Disposal of Biosolids into Landfill. Where Customer following with respect to the quality of Customer Materials: must metls are requirementso bdof in landfill(s),rt5C8(e.g., Materials must meet the in 40 CFR Part 258 (e.g., pass paint A. Biosolids. filter test and be non-hazardous per 40 CFR Part 261) and any 1. Hazardous Materials. Customer will not provide Hazardous applicable state requirements Materials to Contractor. B. Industrial Residuals: 2. Polychlorinated Biphenyls. Customer Materials shall not 1. Hazardous Materials. Customer will not provide Hazardous. contain a concentration of polychlorinated biphenyls (PCB's) Materials to Contractor. equal to or greater than 50 milligrams per kilogram (dry weight 2. Polychlorinated Biphenyls. Customer Materials shall not basis), nor shall Customer Materials violate more stringent state contain a concentration of polychlorinated biphenyls (PCB's) or local standards,where applicable. equal to or greater than 50 milligrams per kilogram (dry weight 3. Suitability of Materials for Intended Use. All Customer basis), nor shall Customer Materials violate more stringent state Materials are suitable for their Intended Use and the qualities and or local standards,where applicable. characteristics of Customer Materials meet or exceed the 3. Suitability of Materials for Intended Use. All Customer minimum requirements under Laws for Intended Use. Materials are suitable for their Intended Use and the qualities and 4. Land Application of Biosolids. If land application is an characteristics of Customer Materials meet or exceed the Intended Use of Customer Materials,the following shall apply: minimum requirements under Laws for Intended Use. a. Customer agrees to provide Contractor with Customer 4. Cadmium. Customer will provide Contractor with the total Materials that meet federal, state and local land application cadmium (Cd) concentration of the residuals in milligrams per criteria at the time they are released to Contractor. Where Materials Management Agreement Page 6 of 7 Version 7/3/2021 SYNAGR© Materials Management Agreement kilograms (mg/kg) dry weight with the frequency required by Laws. 5. Disease Vectors. Customer Materials shall not attract disease vectors that endanger public health. 6. Disposal of Biosolids into Landfill. Where Customer Materials are to be disposed of in landfill(s), Customer Materials must meet the requirements in 40 CFR Part 258(e.g., pass paint filter test and be non-hazardous per 40 CFR Part 261) and any applicable state requirements. C. Additional Customer Materials(if any): 30. Ethics Reporting. In the event that you become aware of unethical or illegal behavior by any Synagro employee, please report such behavior to Synagro through its third- party hotline at 888-577-9486. Reports may be anonymous. You may also report it on-line at EthicsPoint-Synagro Technologies. Materials Management Agreement Page 7 of 7 • Version 7/3/2021 Memo TO: Joseph L. Lessard, City Manager FROM: Tami De Mille-Campos, Administrative Analyst DATE: 9/15/2022 RE: City Manager Signature Needed for Synagro Background: See attached form 13 for background info Council Action: Signatures Re•uired: no De o u�.V anager raterim Ji once:Director mi For a �' 2. De a CV Ma!ager Egi In a im Fina@ Director C, 1 ormlam' CV Manage co Dorm ' eftvoager ool, o , Cartvla o e o nt'rac' Other Relevant Information: Insurance waived or reduced? N/A Who to return to if different from sender? Are all other signatures required collected?Yes If no,please collect before sending them to the City Manager. Are all attachments listed included? Yes Form 3 Form 13 City Standard contract AATF CITY OF ASHLAND 20 East Main Street Tel:541-488-6002 Ashland,Oregon 97520 Fax:541-488-5311 www.ashland.or.us TTY: 800-735-2900 -......„....---.1•® •' DATE(MM/DD/YYYY) AORO ' C- 6......../- CERTIFICATE OF LIABILITY INSURANCE 08/29/2022 • THIS CERTIFICATE IS ISSUED AS.'A MATTER OF INFORMATION ONLY AND' CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR'ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A A. CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. , IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or'be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain ,policies, may require an endorsement. A statement on this - ,°ic • - certificate does not confer rights to the certificate holder in lieu of such endorsement(s). m • PRODUCER CONTACT NAME: Aon Risk Services Northeast, Inc. PHONE FA% d New York NY Office . (A/C.No.Est): (866) 283-7122 (A/c No.): (800) 363-0105 v, 0 • One- Liberty Plaza • ' E-MAIL • X ' 165 Broadway, Suite 3201 ADDRESS: - New York NY 10006 USA ) INSURER(S)AFFORDING COVERAGE NAIC it INSURED INSURER A: Zurich American Ins Co 16535 • Synagro Technologies, Inc. •INSURER S: American Zurich Ins Co 40142 435 Williams Court #100 Baltimore MD 21220 USA INSURER C: . Steadfast Insurance Company 26387• INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570095052275 REVISION NUMBER: 1 THIS, IS TO CERTIFY THAT THE POLICIES OF'INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD • INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS • ' CERTIFICATE MAY BE ISSUED OR'MAY PERTAIN, THE INSURANCE AFFORDED'BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP ' • ' LTR • TYPE OF INSURANCE INSR WVD POLICY NUMBER IMM/DDP(YYY1 IMMIDD(YYYYI LIMITS C X COMMERCIAL GENERALU�ABIILITY GPL013465308, 08/01/2022 08/01/2023 EACH OCCURRENCE $2,000,000 [ CLAIMS-MADE I X I OCCUR DAMAGE TO RENTED ' $300•,0,00 El PREMISES(Ea occurrence) MED EXP(Any one person) $10,000 , • PERSONAL BADV INJURY . $2,000,000 ,D GENERALAGGREGATE • $6,000 000 GEN'LAGGREGA�TE�LIMITAPPLIES PER • N POLICY I X I PRa LOC PRODUCTS-COMP/OPAGG $4,000,000 ,L • �!JECT O OTHER: ti ' A AUTOMOBILE LIABILITY '• BAP 9243960 10 08/01/2022 08/01/2023 COMBINED SINGLE OMIT $5,000,000 000,000 'n (Eaacddent) ' o • X- ANY AUTO BODILY INJURY(Per person) C ' —SCHEDULED BODILY INJURY(Peracddent) ' ' • Z OWNED Si , — AUTOS ONLY AUTOS t ' • • HIREDAUTOS -NON-0WNED E PROPERTY DAMAGE —ONLY —AUTOS ONLY (Per accident) tL. ' at UMBRELLA UAB OCCUR • EACH OCCURRENCE , U • EXCESS LIAB, CLAIMS-MADE • AGGREGATE DEO • RETENTION •B WORKERS COMPENSATION AND ' WC924396111 08/01/2022 08/01/2023 x PER STATUTE OTH .. •EMPLOYERS'LIABILITY - - A ANY PROPRIETOR OFFICER/MEMBERIPARTNER/EXCL DED EXECUTIVE j YNN NIA WOCg24396211 08/01/2022 08/01/2023 E.L.EACH ACCIDENT $1,000,000 (Mandatory in NH) MA,WI ' E.L.DISEASE-EA EMPLOYEE • ' $1,000,000 Dyes,CRIPTONe underOP O E.L.DISEASE-POLICY LIMIT ' $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) , ' Affiliated Entity: -Synagro West, L.I.C. • • ` •' • RE: Delivery of Centrifuge Equipmnt, Installation, Training and Rental. ' _ . The City 'of Ashland, Oregon, its officers, agents and employees are included as Additional Insured in accordance with the • • • policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability evidenced herein are primary to other insurance available to an Additional Insured, but'only in accordance'with the policy's, provisions. 1 • CERTIFICATE HOLDER CANCELLATION ' SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE wm EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. , ' I City of Ashland . AUTHORIZED REPRESENTATIVE • 20 East Main Street' ' , Ashland OR 97520 USA ' • ' ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) . The ACORD name and logo are registered marks of ACORD - Additional Insured-Automatic-Owners, Lessees Or Contractors ZURICH Coverage Part One-Commercial General Liability Coverage Part Two-Contractor's Pollution Liability' Policy No. Eff.Date of Pol. Exp.Date of Pol. Eff.Date of End. Producer Add'I Prem. Return Prem. GPL 0134653-08 08/01/2022 08/01/2023 08/01/2022 50522000 Named Insured and Mailing Address: Producer: SYNAGRO TECHNOLOGIES, INC. AON RISK SERVICES NORTHEAST INC ,435 WILLIAMS COURT 165 BROADWAY STE 3201 ONE LIBERTY PLAZA SUITE 100 NEW YORK, NY 10006-1404. BALTIMORE, MD 21220 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ.IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy • IX COVERAGE PART ONE-COMMERCIAL GENERAL.LIABILITY ❑D COVERAGE PART TWO-CONTRACTOR'S POLLUTION LIABILITY 1- 1. Who is an Insured (Section I.) in the COMMON COVERAGE PROVISIONS is amended to include as an additional insured any person(s) or organization(s)whom you are required to add as an additional insured on this policy under a written contract or written agreement. 2. The insurance provided to the additional insured person(s)or organization(s)applies only to: a. "Bodily injury", "property damage" or "personal and advertising injury" under COVERAGE PART ONE- COMMERCIAL GENERAL LIABILITY, COVERAGE A- BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B- PERSONAL AND ADVERTISING INJURY LIABILITY caused, in whole,or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; and resulting directly from: (a) Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or . . (b) "Your work" completed as included in`the "products-completed operations hazard", performed foir the additional insured,which is,the subject of the written contract or written agreement; and/or b. "Claims" arising out of a "pollution event" under COVERAGE PART TWO - CONTRACTOR'S POLLUTION LIABILITY, caused, in whole or in part, by: -• . (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, . and resulting directly from: (a) "Covered operations" performed for the additional insured, which is the subject of the written contract or written agreement; or • STF-ESP-101-F CW(04/13) Page 1 of 3 • (b) "Completed operations" of the "covered operations" performed for the additional insured, which is the ' subject of the written contract or written agreement. 3. "However, regardless'of the provisions of paragraphs 1. and 2. above, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide to such additional insured., 4. With respect to the insurance afforded to the additional insured under this endorsement, the following is added to, Section III—Limits Of Insurance and Deductible: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b., Available under the applicable Limits of Insurance shown in,the Declarations, whichever is less. , This'endorsement'¢shall not increase the applicable Limits of Insurance shown in the Declarations 5. The insurance provided to the additional insured person'or organization does not apply to: ' "Bodily injury","property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. , This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the " supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence" which caused the "bodily injury" or"property damage", or the offense which caused the "personal and advertising injury", involved the , rendering of or the failure to render any architectural, engineering or surveying services: 6. The additional insured must see to it that: , a. We are notified as soon as practicable of an "occurrence", offense or "pollution event", as applicable, that may result in a claim; b. We receive written notice of a claim or"suit"as soon as practicable; and c. A request for defense and indemnity of the claim or "suit"will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. 7. For the coverage provided by this endorsement:. , a. ' The following paragraph is added to Paragraph 8.a. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: Primary and Noncontributory Insurance This Insurance is primary to and will not seek contribution'from any other in'surance'available to an additional insured under this endorsement provided that: (1) The,additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. ' b. The following paragraph is added to Paragraph 8.b. Other Insurance,, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: This insurance is excess over: ' • STF-ESP-101-F CW(04/13) Page 2 of 3 • Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. 8. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. 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