Contract No. __________
DEWATERED BIOSOLIDS TRANSPORTATION AND BENEFICIAL USE SERVICES
AGREEMENT
This Agreement is made and entered into this ___ day of ______________ 20__ (“Contract Date”). The Agreement is between the following parties:
City: The City of San José, a municipal corporation, and Contractor: Denali Water Solutions, LLC, a limited liability company.
The City and Contractor Agree as Follows:
1. The Contractor will provide Dewatered Biosolids Transportation and Beneficial Use Services (“Services”) as set forth in this Agreement.
2. This Agreement incorporates the following exhibits by reference:
Exhibit A: General Terms and Conditions
Exhibit B: Scope of Services
Exhibit B-1: Technical Requirements and Standards
Exhibit B-2: Dewatering Facility 100% Design Drawings
Exhibit B-3: Denali’s Operations Plan, Contingency Plan, and Spill Response and Safety Plan
Exhibit C: Compensation
Exhibit C-1: Sample Calculation for Base Rate Adjustment Exhibit D: Administrative Charges
Exhibit E: Claims and Dispute Resolution
Exhibit F: Labor Compliance Addendum
Exhibit F-1: City of San José Classification Determination Exhibit G: Insurance Requirements
Exhibit H: Form of Payment and Performance Bonds
Exhibit I: Notice of Exercise of Option
3. This Agreement is effective on the Contract Date. It expires on June 30, 2029 (“Initial Term”) unless terminated earlier in accordance with Section 21 of Exhibit A. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to two (2) additional two-year terms (“Option Term(s)”) through June 30, 2033, by issuing a Notice of Exercise of Option as set forth in Exhibit I.
4. Maximum Compensation means the total, maximum amount the City will pay the Contractor for all Services required by this Agreement. The Maximum Compensation, and the way the City will pay it, is set forth in Exhibit C.
5. The Director of the Department of Environmental Services (“Director”) will administer this Agreement.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
6. If this box is checked, the Contractor cannot use subcontractors except as prov
ided in Section 4 of Exhibit A.
If this box is checked, the Contractor will use the following subcontractors for the specified areas of work except as provided in Section 4 of Exhibit A.
Subcontractor’s Name Area of Work
1. 2.
3. 7.
The City’s contract manager (“City’s Contract Manager”) is:
Name: Nora Cibrian Phone: (408) 635-4011
Department: Environmental Services Email: [email protected] Mailing Address: 700 Los Esteros Road, San José, CA 95134 T
he Contractor’s contract manager (“Contractor’s Contract Manager”) is:
Name: Bryan Cannon Phone: (909) 963-9934
Mailing Address: 86600 Avenue 54,
Coachella, CA 92236
Email:
[email protected]
Must File
Form 700? Yes No On file Filed: Not Applicable
8. The City will not process this Agreement unless the Contractor indicates which of the following certifications is applicable. See Section 9 of Exhibit A.
The Contractor has a permanent place of business in California or is regi
stered with the California Secretary of State to do business in California. The Contractor will file a California tax return and withhold on payments of California source income to nonresidents when required. If the Contractor stops having a permanent place of business in California or stops doing any of the above, the Contractor will promptly notify the City as specified in Section 22 of Exhibit A.
If the Contractor cannot make the above certification, it acknowledges and agr
ees to give the City the applicable tax forms issued by the Internal Revenue Service and California Franchise Tax Board, as specified in Section 9 of Exhibit A.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
The authorized representative(s) of each party executes the Agreement as follows:
City of San José:
By ____________________
Name:
Title:
_______
Date
Contractor:
By ______________________
David Vaughn
Executive Vice President
_______
Date
City Attorney approval as to form:
_______________________ _______
Matthew Tolnay Date
Deputy City Attorney
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit A: General Terms and Conditions
1. General:
1.1 Director’s Designee: Reference to “Director” includes the Director’s designee.
1.2 Person: “Person” refers to both a person and an entity.
2. Entire Agreement/Amendments: The Agreement is the parties’ full understanding on the matters herein. It supersedes prior communications and understandings on such matters. The parties can modify the Agreement only by written amendment.
3. Services:
The Contractor must perform the Services to the Director’s satisfaction.
3.1 Service Plans and Changes: In any case where a provision of this Agreement is contrary to a provision in Exhibit B, Exhibit B prevails.
Plans included in Exhibit B may be modified by mutual written agreement of City and Contractor. Contractor must submit to the City’s Contract Manager, in writing, any proposed change to Contractor’s Operations Plan, Contingency Plan, and Spill Response and Safety Plan not less than sixty (60) calendar days prior to the proposed date of implementation. The City’s Contract Manager may provide written comments on such proposed change to Contractor no later than thirty (30) calendar days after receipt of proposal, and in such event, Contractor agrees to revise the Plan to address such comments and submit the revised Plan to the City’s Contract Manager within fourteen (14) calendar days after receipt of the City’s Contract Manager’s comments. Contractor may not implement any changes without the prior written approval of the City’s Contract Manager.
City will not unreasonably withhold approval of change requests if the changes meet the City’s Technical Requirements and Standards.
3.2 Demonstration Project(s): City may conduct demonstration projects that temporarily change the quantity of dewatered biosolids available from the Dewatering Facility and the corresponding level of Services required.
Each demonstration project will be limited to no more than ten percent (10%) of the RWF’s annual dewatered biosolids amount and to a term of no more than twelve (12) months if implemented. If a demonstration project affects the quantity of biosolids available for transportation and beneficial use, the Parties agree to temporarily reduce Contractor’s Percent Share. A proportional reduction in the Percent Share shall be applied to all contractors that provide biosolids transportation and beneficial use services to the City.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
If the demonstration project is to be conducted by Contractor, Contractor and Director shall execute a letter of agreement prior to the start of the demonstration project. The letter of agreement shall set forth the terms of the demonstration project including costs and compensation, operating parameters, and duration. If a demonstration project affects the cost of providing Transportation and Beneficial Use Services, the costs set forth in the letter of agreement may include an adjustment to the Contractor’s per ton Base Rate otherwise payable to Contractor under this Agreement to reflect the benefits and/or burdens of the demonstration project.
3.3 Ownership of Materials: Title to the biosolids transported under this Agreement shall pass to Contractor at such time as the biosolids are loaded into Contractor’s vehicle at the RWF Dewatering Facility.
4. Subcontractors:
4.1 Subcontractor Use: The Contractor must obtain the Director’s written consent before doing either of the following: (a) using a subcontractor if the Contractor is not authorized to use subcontractors in Section 6 of the Agreement, and (b) using a different subcontractor than one listed in Section 6 of the Agreement if the Contractor is authorized to use subcontractors. The use of a subcontractor to perform Services under this Agreement will not constitute delegation of Contractor's duties.
4.2 Subcontractor Work: Contractor is responsible for directing the work of Contractor's subcontractors and any compensation due or payable to Contractor's subcontractor will be the sole responsibility of Contractor. The Contractor warrants all Services and deliverables provided by any subcontractor it uses, and represents that each such subcontractor is specially trained, experienced, and competent to perform its portion of Services. The Director reserves the right to require the removal of any approved subcontractor for reasonable cause.
5. Change in Law: City and Contractor understand and agree that the California Legislature and other governmental entities have the authority to make comprehensive changes in solid waste management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Contractor agrees that the terms and provisions of the San José Municipal Code, as it now exists or as it may be amended in the future, shall apply to all of the provisions of this Agreement. In the event any future change in the San José Municipal Code or in any federal, state, county or other local agency law, ordinance or regulation materially alters the obligations of either party, then the affected service rates, as established in Exhibit C, of this Agreement shall be adjusted. Nothing contained DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
in this Agreement shall require any party to perform any act or function contrary to law. City and Contractor agree to enter into good faith negotiations regarding modifications to this Agreement which are required in order to implement changes in law. When such modifications are made to this Agreement, City and Contractor shall negotiate in good faith a reasonable and appropriate compensation for any increase or decrease in the services or other obligations required of Contractor due to any modification in the Agreement. City and Contractor shall not unreasonably withhold agreement to such adjustment.
Notwithstanding a change in law, Contractor agrees that any increase in cost to Contractor associated with modifying operations, sites, or facilities to meet obligations of service to persons other than the City will not be recovered through the adjustment.
Contractor acknowledges that any potential increase in cost to Contractor associated with modifying the operations, sites, and facilities; or securing the necessary entitlements that may be required to implement the initial required services under the terms of this Agreement were factored into the proposed compensation.
5.1 Senate Bill 1383: City and Contractor are aware that SB 1383, establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants, became law in 2016. As of the Effective Date of this Agreement, CalRecycle and other State regulatory agencies have developed regulations to implement the requirements established in SB 1383, which are expected to become operative on January 1, 2022, and additional statewide legislation may also be enacted which may change legal requirements on jurisdictions and facilities as it relates to the processing organic waste. Considering the Services that Contractor is contracted to provide to the San José-Santa Clara Regional Wastewater Facility, City and Contractor may be impacted by such legislation regulating the processing of organic waste.
Contractor will provide support and reporting required by SB 1383 and its regulations and Contractor agrees to comply with all laws and regulations adopted pursuant to SB 1383 to ensure City meets its responsibilities to comply with the processing, reporting, auditing, and diversion obligations required by SB 1383 and its regulations for organic waste. Any additional cost associated with the program support, reporting, and regulatory compliance related to SB 1383 will not be considered a cost subject to additional compensation from the City due to a change in law.
6. Contractor’s Contract Manager and Staffing: The Contractor’s Contract Manager must be authorized to act on the Contractor’s behalf. However, the City and Contractor understand and acknowledge that Contractor’s Contract Manager is not the person authorized to serve as the signatory of any formal written DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
agreement with the City. Notwithstanding the foregoing, it is understood and acknowledged that Contractor’s Contract Manager is an employee and representative of Contractor and acts on Contractor’s behalf, pursuant to the terms of this Agreement, and Contractor’s Contract Manager shall have all duties, authority, obligations, and responsibilities, as set forth herein this Agreement, including all operational and other day-to-day decision-making authority related, in whole or in part, to Contractor’s performance of the Services.
The Contractor cannot do either of the following without the Director’s prior written approval: (a) remove or replace Contractor’s Contract Manager, and (b) change the persons listed by the Contractor as being principally responsible for providing the Services. Notwithstanding the foregoing, Contractor may remove Contractor’s Contract Manager without the Director’s prior written approval, if exigent circumstances reasonably require the removal of Contractor’s Contract Manager and so long as Contractor immediately replaces the person serving as Contractor’s Contract Manager with an employee qualified to serve in such a role. In instances where Contractor removes Contractor’s Contract Manager without the Director’s priori written approval due to exigent circumstances, Contractor shall immediately inform the Director of any such removal and provide the Director with all necessary information, including contact information, related to the appointment of Contractor’s Contract Manager.
7. Independent Contractor: The Contractor has complete control over its operations and employees and is an independent contractor. The Contractor is not an agent or employee of the City. The Contractor does not represent or act as the City’s agent or employee. The Contractor does not have any rights to retirement benefits or other benefits accruing to City employees, and expressly waives any claim it may have to any such rights.
7.1 Subcontracts: The Contractor is solely responsible for selecting, managing, and compensating any Person with whom it contracts in furtherance of the Agreement.
7.2 Indemnity: The Contractor will place in each subcontract indemnity obligations in favor of the City in the exact form and substance of those contained in Section 11 of this Exhibit A.
8. Standard of Performance: Contractor represents and warrants that it has the expertise and qualifications to complete the Services described in Exhibit B of this Agreement, entitled “Scope of Services,” and that every individual charged with the performance of the Services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. City expressly relies on Contractor’s representations regarding its skills, knowledge, and certifications.
Contractor will perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
8.1 Administrative Charges: If Contractor fails to perform the Services as set forth in this Agreement, the City may assess an administrative charge against Contractor and deduct such charge from any monies due or which may become due to Contractor for the acts or omissions listed in Exhibit D.
9. Tax Forms Required: The following are conditions on the City’s obligation to process any payment under the Agreement.
9.1 U.S. Based Person: If the Contractor is a U.S. based Person, the Contractor acknowledges and agrees that the Contractor is required to provide the City with a properly completed Internal Revenue Service Form W-9 before the City will process payment. If the Contractor is a U.S. based Person but has neither a permanent place of business in California nor is registered with the California Secretary of State to do business in California, the Contractor acknowledges and agrees that the Contractor is required to provide the City with a properly completed California Franchise Tax Board form related to nonresident withholding of California source income.
9.2 Non-U.S. Based Person: If the Contractor is not a U.S. based Person, the Contractor acknowledges and agrees that the Contractor is required to provide the City with the applicable Internal Revenue Service form related to its foreign status and a California Franchise Tax Board form related to nonresident withholding before the City will process payment.
10. Payment and Performance Bonds: Contractor agrees to furnish to the City Clerk, and keep current, annual renewable payment and performance bonds in a form substantially as set forth in Exhibit H (“Form of Payment and Performance Bonds”) to this Agreement or in such other form as is acceptable to the City Attorney, for the faithful performance of this Agreement and all obligations arising hereunder in an amount not less than $4,000,000.00 each. If the term of this Agreement is extended, Contractor shall continue to keep current its annual renewable payment and performance bonds.
10.1 Licensed Surety: The Performance Bond must be executed by a surety company licensed to do business in the State of California; having an "A-" or better rating by A. M. Best or Standard and Poors; and included on the list of surety companies approved by the Treasurer of the United States.
10.2 Letter of Credit: As an alternative to the Performance Bond required by Section 10, if approved by the City Manager or designee, Contractor may deposit with City an irrevocable letter of credit in an amount as set forth in Section 10. If allowed, the letter of credit must be issued by an FDIC DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
insured banking institution chartered to do business in the State of California, in City’s name, and be must callable at the discretion of City.
11. Indemnification: The Contractor will defend, indemnify and hold harmless the City and its officers, employees and agents against all claims, losses, damages, injuries, expenses or liabilities (collectively “Indemnifiable Event”) to the extent such Indemnifiable Event arises out of, pertains to, or relates to any of the following: (a) the Contractor’s negligent performance of any Services, (b) any negligent act or omission, recklessness or willful misconduct of the Contractor, any of its subcontractors, anyone directly or indirectly employed by either the Contractor or any of its subcontractors, or anyone that they control, (c) any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person(s) caused by the City’s use of any Services, deliverables or other items provided by the Contractor pursuant to the requirements of this Agreement, or (d) any breach of this Agreement.
11.1 Applicable Law/Duty to Defend: The Contractor’s indemnity obligations apply to the maximum extent allowed by law and includes defending the City, its officers, employees, and agents. Upon the City’s written request, the Contractor, at its own expense, must defend any suit or action that is subject to the Contractor’s indemnity obligations.
11.2 Insurance: The City’s acceptance of insurance in accordance with Section 12 of this Exhibit A does not relieve the Contractor from its indemnity obligations. The Contractor’s indemnity obligations apply whether the required insurance covers any damages or claims for damages.
11.3 Survival: The Contractor’s indemnity obligations survive the expiration or earlier termination of the Agreement.
11.4 Damage to Public or Private Property: Contractor agrees to, at its sole expense, repair in kind, or as the City direct, any damage to public or private property that occurs in connection with Contractor’s performance of the Services. Examples of public property include the RWF Dewatering Facility, streets, and sidewalks. This Section 11.4 is not intended to require Contractor to indemnify the City for normal wear and tear of public streets or public driveways located on or enroute to the RWF Dewatering Facility that results from Contractor’s vehicles ordinarily traversing upon such public roads or public driveways, so long as Contractor’s vehicles do not exceed the maximum weight limit permitted by law.
11.5 Spillage and Litter: Contractor must conduct Services so that no biosolids spill out of the vehicles. During transport, all biosolid collected shall be contained, covered, or enclosed so that leaking, spilling, and
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
blowing of the biosolids are prevented. If there is a spill, Contractor will notify the City within three (3) hours of the spill and of its cleanup plan.
City reserves the right to require modifications to Contractor’s cleanup plan. Contractor will clean up the spill from the street surface or any other area in compliance with Contractor’s cleanup plan, as modified in response to City required modifications, and all laws.
11.6 Tickets and Fines: Contractor is responsible for the payment of all tickets, fines and penalties imposed arising from providing the Services including fines or tickets for exceeding the maximum legal weight limit.
11.7 Withholding Payment: City may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect City from loss because of defective work not remedied or other damage to the City occurring in connection with Contractor’s performance of the Services. The City will provide Contractor with written notice of such defective work that Contractor has not remedied or other damage to the City occurring in connection with Contractor’s performance of the Services, and such written notice shall provide Contractor with fourteen (14) calendar days from the date of such written notice to cure the defective work not remedied by Contractor or other damage to the City occurring in connection with Contractor’s performance of the Services before withholding any sums. When the grounds for withholding payment are removed, City agrees to pay Contractor the amounts withheld. For clarity’s sake, such amounts withheld by the City per this Section 11.7, shall not be deemed late payments entitling Contractor to interest.
12. Insurance Requirements: The Contractor must comply with the insurance requirements in Exhibit G for the Agreement term. Before performing any Services, the Contractor must submit to the City’s designated risk manager ("Risk Manager"), for the Risk Manager’s written approval, documents demonstrating compliance with the requirements of Exhibit G. The Risk Manager can amend or waive, in writing, any of the requirements in Exhibit G.
13. Ownership of Work Product: The City owns all rights in and to the following work product (including electronic equivalents) without restriction or limitation on use: reports, drawings, plans, data, software, models, documents, or other materials developed or discovered (collectively “Work Product”). City’s ownership rights arise immediately when and as the Contractor, or any other person engaged by the Contractor in furtherance of the Agreement, creates the Work Product.
13.1 Copyright: To the extent permitted by Title 17 of the United States Code, the Work Product is deemed a work for hire and all copyrights in such Work Product are the City’s property. If it is ever determined that any Work Product is not a work for hire under United States law, the
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Contractor hereby assigns to the City all copyrights to such works when and as created.
13.2 City’s Reuse: The City’s reuse of Work Product is subject to California Business and Professions Code Sections 5536.25, 6735, 6735.3, 6735.4 and 8761.2, whichever is applicable.
13.3 Contractor’s Reuse: With the Director’s prior written consent, the Contractor can retain and use copies of the Work Product for reference and to document experience and capabilities.
14. Prohibited Disclosure of Work Product: Except as authorized by the Director or as required by law, the Contractor cannot disclose any of the following to a third party: (a) Work Product, (b) discussions between the City and Contractor, or (c) information prepared, developed, or received by the Contractor or any of its subcontractors in the course of performing Services.
14.1 Notification: The Contractor must promptly notify the Director if a third- party requests disclosure of any Work Product, discussions, or information that the Contractor is prohibited from disclosing.
14.2 Limit on Prohibition: The prohibition in this Section 14 does not apply to disclosures by the Contractor needed to perform the Services.
14.3 Survival: This Section 14 survives for four (4) years after the expiration or earlier termination of the Agreement.
15. News Media Relations: Contractor shall notify the City’s Contract Manager by email or phone of all requests for news media interviews related to the RWF’s biosolids within twenty-four (24) hours of Contractor’s receipt of the request.
Before responding to any inquiries involving the RWF’s biosolids or any issues likely to affect services, Contractor will discuss Contractor’s proposed response with the City’s Contract Manager. Copies of draft news releases or proposed trade journal articles shall be submitted to the City’s Contract Manager for prior review and approval at least seven (7) calendar days in advance of release, except where Contractor is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor shall submit such materials to the City’s Contract Manager simultaneously with Contractor’s submittal to such regulatory agency. Copies of articles resulting from media interviews or news releases related to Contractor’s providing servicing under this Agreement shall be provided to the City’s Contract Manager within seven (7) calendar days after publication.
16. Records Retention: The Contractor will retain the following records (collectively “Records”) for a minimum of five (5) years from the date of the City’s final payment to the Contractor under the Agreement or for any longer period required
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
by law: (a) all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records relating to the Contractor’s charges for performing Services, or to the Contractor’s expenditures and disbursements charged to the City; and (b) all Work Product and other records evidencing Contractor’s performance.
16.1 Producing Records: During the Agreement term and Records retention period, the City Manager, the Director, the City Attorney, the City Auditor, or a designated representative of any of these officers may request, in writing, production of all or a portion of the Records. The Contractor must produce the requested Records at City Hall during normal business hours, or at any other location and time mutually agreed by the parties. The Contractor must produce the requested Records at no cost to the City.
16.2 State Auditor: In accordance with Government Code Section 8546.7, the Contractor may be subject to audit by the California State Auditor regarding the Contractor’s performance of the Agreement if the Maximum Compensation exceeds $10,000.00.
17. Non-Discrimination/Non-Preference Prohibition: The Contractor is prohibited from discriminating against, or granting preferential treatment to, any person based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin. This prohibition applies to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing.
17.1 Subcontracts: The Contractor will include this prohibition in each subcontract it enters into in furtherance of this Agreement.
18. Conflict of Interest: The Contractor represents that it is familiar with the local and state conflict of interest laws and agrees to comply with those laws in performing this Agreement. The Contractor certifies that, as of the date it executed this Agreement, it was unaware of any facts constituting a conflict of interest or creating an appearance of a conflict of interest. The Contractor will avoid all conflicts of interest or appearances of conflicts of interest in performing the Agreement. The Contractor is obligated to determine if the way it performs any part of this Agreement results in a conflict of interest or an appearance of a conflict of interest and will promptly notify the City in writing if it becomes aware of any facts giving rise to a conflict of interest or the appearance of a conflict of interest.
18.1 Filing Form 700: In accordance with the California Political Reform Act (Government Code Section 81000 et seq.), the Contractor will cause each person performing Services, and identified in Section 7 of the Agreement as having to file a Form 700, to do the following: (a) disclose the categories of economic interests in Form 700 as required by the Director,
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
(b) complete and file the Form 700 no later than 30 calendar days after the person begins performing Services and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act, and (c) file the original Form 700 with the City’s Clerk with a copy submitted to the Director.
18.2 Future Services: The Contractor’s performance of the Services may create an actual or appearance of a conflict of interest regarding the Contractor performing or participating in the performance of some related future work, particularly if the Services comprise one element or aspect of a multi-phase process or project. The Contractor acknowledges each of the following about performing future services for the City: (a) an actual or appearance of a conflict of interest would be a ground for the City to disqualify the Contractor from performing or participating in the performance of such future work, and (b) the Contractor is solely responsible for considering what potential conflicts of interest, if any, performing the Services might have on its ability to obtain contracts to perform future work.
19. Single Serving Bottled Water Prohibition: City Council Policy 1-19, entitled “Prohibition of City Funding for Purchase of Single Serving Bottled Water,” prohibits the Contractor from using City funds to purchase of single-serving bottled water except for any of the following:
Public safety emergencies, investigations and extended deployments or activation of the Office of Emergency Services;
Situations in which a high risk of cross-contamination with non-potable water exists; or
Situations in which no reasonable alternatives to bottled water exist, such as large public events and when large quantities of water need to be distributed for health and safety reasons.
An invoice seeking reimbursement from the City for the cost of single-serving bottled water under one of the above exceptions must be accompanied by a waiver form provided by the City and signed by the Director.
20. Environmentally Preferable Procurement Policy: City Council Policy 4-6, entitled “Environmentally Preferable Procurement Policy,” is on the City’s website at http://www.sanjoseca.gov/?nid=1774. The website includes a brief description of the Policy. Environmental procurement policies and activities related to Contractor’s performance of the Services will include, whenever practicable, but are not limited to:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Using recycled and/or recyclable products in daily operations (i.e., 30%, 50%, 100% PCW paper, chlorine process free, triclosan-free hand cleaner, etc.); Using Energy-Star Compliant equipment;
Using alternative fuel and hybrid vehicles, and implementation of protocols aimed at increasing the efficiency of vehicle operation; Implementing internal waste reduction and reuse protocol(s); and Water and resource conservation activities within facilities, including banning individual serving bottled water and using compostable food service products.
21. Termination:
21.1 For Convenience: The Director can terminate the Agreement at any time and for any reason by giving the Contractor written notice of the termination. The written notice must state the effective date of the termination, which must be at least sixty (60) calendar days after the date of the written notice. If the City terminates the Agreement pursuant to this Section 21.1, then the City agrees to only reimburse Contractor the lesser of the prorated amount of the actual annual bond premium cost paid by Contractor for the period any bond might be effective after the City has terminated this Agreement for convenience or fifty thousand dollars ($50,000). For example, if Contractor pays fifty thousand dollars ($50,000) for the annual bond premiums required under this Agreement and the City terminate this Agreement, per this Section 21.1., three months after the annual bond premiums were paid by Contractor, then the City would reimburse, pro rate, Contractor for the actual cost of Contractor’s annual bond premiums, up to fifty thousand dollars ($50,000), for the remaining nine (9) months of the annual bond term, which depending on the months remaining of the annual bond terms, would be approximately thirty-seven thousand five hundred dollars ($37,500). In no instance under this Agreement shall the City pay Contractor more than fifty thousand dollars ($50,000) for Contractor’s actual costs for annual bond premiums.
21.2 For Cause: The Director can terminate this Agreement immediately upon written notice for any material breach by the Contractor. If the Director terminates the Agreement for cause and obtains the same Services from another contractor at a greater cost, the Contractor is responsible for such excess cost in addition to any other remedies available to the City.
In the event the City seeks to terminate this Agreement because Contractor has failed to perform one or more of its material obligations hereunder, then the Director shall give a default notice to Contractor. Such default notice shall list, with reasonable detail, the nature of the material DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
default. Contractor shall have a right to cure a default within 14 calendar days. If Contractor fails to cure the default within 14 calendar days after the receipt of the default notice (unless such cure requires more than 14 calendar days and Contractor has commenced and is diligently pursuing such cure, as determined by the City in the City’s sole and absolute discretion), then this Agreement may be terminated by the City by delivery of notice of termination, which termination shall be effective on the date of the delivery of the notice of termination delivered in accordance with Section 22 of this Exhibit A.
Contractor can only terminate this Agreement for the City’s nonpayment of undisputed amounts due hereunder this Agreement to Contractor, so long as such undisputed amounts due to Contractor are no less than 90 calendar days delinquent. In the event Contractor seeks to terminate this Agreement, pursuant to Section 21.2, due to the City’s delinquency, then Contractor shall deliver a default notice to the City in accordance with Section 22 of this Exhibit A. Such default notice shall list, with reasonable detail, the nature of the material default. The City shall have a right to cure a default within 30 calendar days of its receipt of such default notice. If the City fails to cure the default within 30 calendar days after the receipt of the default notice (unless such cure requires more than 30 calendar days and the City has commenced and is diligently pursuing such cure, as determined by the City’s sole and absolute discretion), then this Agreement may be terminated by Contractor by the delivery of a notice of termination, which shall be effective in accordance with Section 22 of this Exhibit A.
21.3 Delivery of Work: If the Director terminates the Agreement (for convenience or for cause), the Director has the option of requiring the Contractor to provide to the City any finished or unfinished Work Product prepared by the Contractor up to the date stated on the City’s written notice of termination.
21.4 Compensation: The City will pay the Contractor the reasonable value for Services satisfactorily rendered through the date stated on the City’s written notice of termination. Services are “satisfactorily rendered” if the Director reasonably determines the Contractor provided them in accordance with this Agreement. The Director will determine the reasonable value of satisfactorily rendered Services based on Exhibit C.
21.5 Force Majeure: Neither Party is in default of its obligations under this Agreement in the event, and for so long as, it is impossible or extremely impracticable for it to perform its obligations due to an “act of God” (including, but not limited to, flood, earthquake, fire or other catastrophic events), civil disturbance, strikes (except any strikes involving a Party's personnel), orders or judgments of any federal, state or local court,
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
administrative agency or governmental body, or other similar cause affecting the City of San José, not the fault of, and beyond the reasonable control of, the Party claiming excuse. A Force Majeure event may include local, state, or federal mandates and advisories for managing public health and safety related to a pandemic or epidemic. A party claiming excuse under this Section must (1) have taken reasonable precautions, if possible, to avoid being affected by the cause and (2) notify the other Party in accordance with this Section.
Any suspension of performance by a Party pursuant to this Section will be only to the extent, and for a period of no longer duration than, required by the nature of the event, and the Party claiming excuse from obligation must use its best efforts in an expeditious manner to remedy its inability to perform, and mitigate damages that may occur because of the event.
The Party claiming excuse agrees to deliver to the other Party a written notice of intent to claim excuse from performance under this Agreement by reason of an event of Force Majeure. Notice must be given promptly considering the circumstances, but in any event not later than forty-eight (48) hours after the occurrence of the event of Force Majeure. Such notice must describe in detail the event of Force Majeure claimed, the Services impacted by the claimed event of Force Majeure, the expected length of time that the Party expects to be prevented from performing, the steps which the Party intends to take to restore its ability to perform, and such other information as the other Party reasonably requests.
The partial or complete interruption or discontinuance of Contractor’s Services caused by an event of Force Majeure will not constitute an event of default under this Agreement. Notwithstanding the foregoing, in the event of non-performance excused by Force Majeure, where the Contractor’s non-performance continues or is noticed to continue for five (5) calendar days or more, City will have the right to terminate this Agreement immediately and will have no obligation to pay for Services that have not been performed.
22. Notices: All required notices and communications must be in writing, and must be made via e-mail, personal service or United States mail, postage prepaid.
22.1 When Effective: An emailed notice or communication is effective when sent, provided the sender receives an acknowledgement from the intended recipient (e.g., return receipt, return e-mail, or another written acknowledgement). A personally serviced notice or communication is effective when personally delivered. A mailed notice or other communication is effective three (3) calendar days after deposit in the United States mail.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
22.2 To Whom Given: All notices and communications between the parties regarding the Agreement must be given to the City’s Contract Manager and the Contractor’s Contract Manager.
22.3 Changing Contact Information: Either party may change its contact information for receiving written notices and communications by providing notice of such change to the other party pursuant to this Section 22.
23. Miscellaneous:
23.1 Gifts Prohibited: The Contractor is prohibited from offering a City officer or designated employee any gift in violation of Chapter 12.08 of the San José Municipal Code. A violation of this prohibition is a material breach.
23.2 Disqualification of Former Employees: The Contractor is prohibited from using (either directly or indirectly) any former City officer or designated employee to provide services to the City connected with his/her former duties or official responsibilities if doing so would violate Chapter 12.10 San José Municipal Code. A violation of this prohibition is a material breach.
23.3 Waiver of a Violation: The City’s waiver of any violation of the Agreement by the Contractor is not a waiver of any other violation by the Contractor.
23.4 Acceptance of Services Not a Waiver: The City’s acceptance of any Service or deliverable is not a waiver or release of any professional duty of care applicable to such Service or deliverable, or of any right of indemnification, any insurance requirements, or any other term or condition of the Agreement.
23.5 Compliance with Laws: The Contractor will perform Services consistent with all applicable federal, state, and local laws, ordinances, codes, and regulations. This obligation is not limited by the Contractor’s obligation to comply with any specific law, ordinance, code, or regulation set forth elsewhere in this Agreement.
23.6 Business Tax: The Contractor represents that it currently has a City business tax certificate or exemption, if qualified, and will maintain such certificate or exemption for the Agreement term.
23.7 Assignability: Except to the extent this Agreement authorizes the Contractor to use subcontractors, the Contractor cannot assign any part of this Agreement without the Director’s prior written consent. In determining whether to consent, the Director can consider, among other factors, the DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
assignee’s ability to meet the standards and requirements applicable to the procurement of the Agreement.
23.7.1 Processing Costs: The Director can require the Contractor to pay the City’s reasonable costs of reviewing the proposed assignment and preparing any documents in connection therewith.
23.7.2 Voidability: The Director, at the Director’s discretion, can void the Agreement if a violation of this provision occurs.
23.8 Governing Law: California law governs the Agreement’s construction and performance.
23.9 Claims and Dispute Resolution Process: The Contractor agrees to the early identification and resolution of claims and dispute resolution process set forth in Exhibit E.
23.10 Venue: Litigation resulting from this Agreement will be filed and resolved by a federal or state court in California.
23.11 Survival of Provisions: If a court finds any part of this Agreement unenforceable, all other parts will remain enforceable.
23.12 Headings: The section and exhibit headings are for convenience only and are not to be used for interpreting the Agreement.
23.13 Use of Electronic Signatures: Unless otherwise prohibited by law or City policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the City.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit B: Scope of Services
1. OVERVIEW
The City of San José (“City”) requires year-round transportation and beneficial use services to manage dewatered biosolids from the San José - Santa Clara Regional Wastewater Facility (“RWF”) that will be produced by the Digested Sludge Dewatering Facility (“Dewatering Facility”). The services will start during the startup and commissioning period of the Dewatering Facility.
The City has allocated up to thirty-five percent (35%) of the RWF’s annual dewatered biosolids amount to Contractor (“Contractor’s Percent Share”).
2. BIOSOLIDS INFORMATION
Biosolids Characteristics
The Contractor must accept dewatered biosolids with the characteristics in Table 1.
Table 1. Acceptable Dewatered Biosolids Characteristics Total Solids 17% or greater
Class a B
Metals Content b Less than Pollutant Concentration Limits Notes:
a. As defined by the U.S. Environmental Protection Agency in the Part 503 Biosolids Rule b. As defined by the U.S. Environmental Protection Agency in the Part 503 Biosolids Rule
The City is currently upgrading its mesophilic digestion process to temperature-phased anaerobic digestion (“TPAD”). The TPAD process will be online and operational by the time the Dewatering Facility is completed but the actual characteristics of the TPAD sludge will remain somewhat uncertain until the process begins operating and is stabilized. Based on current engineering studies and design assumptions, the City estimates volatile solids downstream of the TPAD process will be about 64% (as a fraction of total solids).
Biosolids Tonnages
Table 2 shows the estimated annual average and peak day tonnages to be produced by the Dewatering Facility during the Initial Term and Option Terms of the Agreement. A range is shown for the estimated annual average tonnage and estimated average daily tonnage because of inherent uncertainties with forecasting the RWF’s flows and loads, percent solids that will be achieved by the Dewatering Facility’s centrifuges, and timing of when the RWF might begin accepting fats, oils, and grease. The City will work with the Contractor to refine these estimates after the Dewatering Facility comes online based on its operating history.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Table 2. Estimated Dewatered Biosolids Production during the Term of the Agreement Annual Average (wet tons per year) a, b 95,000-122,000
Average Daily (wet tons per day) c 250-390
Peak Day (wet tons per day) c, d 1,100
Notes:
a. Rounded to the nearest 1,000 tons
b. Assumes the percent solids would average 22%
c. Assumes the percent solids would typically range from 19% to 23% d. Based on estimated peak seven-day amounts
To arrive at a range of wet tons of dewatered biosolids that may be provided to Contractor each year, Contractor’s Percent Share may be multiplied by the estimated annual average amounts in Table 2. This range is expected but not guaranteed due to the uncertainties in forecasting previously noted.
The maximum daily amount that Contractor must be capable of handling generally will be based the Contractor’s Percent Share multiplied by the estimated peak day production shown in Table 2.
If the RWF’s production of dewatered biosolids exceeds the amounts listed in Table 2 and Contractor does not have sufficient capacity to accept the excess, then the lowest cost contractor with available capacity will be offered the first option to take additional tonnage. If the lowest cost contractor does not have available capacity or does not agree to take the additional tons, the option will be offered to the second lowest cost contractor. In the event no contractor can accept the additional tonnage at its Designated or Backup Beneficial Use Site(s) or Seasonal Storage Site(s), the City may direct that one or more contractors transport the additional tonnage to a landfill.
In addition, the City has the right to divert up to ten percent (10%) of its annual average biosolids production to demonstration projects for up to 12 months in accordance with Section 3.2 of Exhibit A, General Terms and Conditions.
3. DESCRIPTION OF SERVICES
Provided that the dewatered biosolids meet the characteristics defined in Table 1, Contractor must provide the following transportation and beneficial use services (“Services”). The provision of these Services must comply with the Technical Requirements and Standards in Exhibit B-1 and be consistent with Contractor’s Operations Plan, Contingency Plan, and Spill Response and Safety Plan in Exhibit B-3.
In the event the RWF’s dewatered biosolids do not meet some or all the characteristics in Table 1, the Contractor must cooperate with the City to identify options for the appropriate disposition of such material. The City may also, at its sole discretion, direct Contractor to dispose of the material in a landfill.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Task 1: Services During Startup and Commissioning of the Dewatering Facility
On the date indicated in the Notice to Proceed with Startup and Commissioning Services from the City, the Contractor must begin providing the services described in Task 2. However, the amount of biosolids provided by the City may be at a reduced amount and/or on a more infrequent basis than will be required once full operations of the RWF’s Dewatering Facility begins.
Task 2: Services During Full Operations of the Dewatering Facility
On the date indicated in the Notice to Proceed with Full Operations Services from the City, the Contractor must begin providing the services described below.
Task 2.1 Transportation, Loading, and Unloading Services. The Contractor must provide truck drivers, trucks, top-loading containers with covers, and all other equipment, staffing and materials, all in sufficient numbers and with sufficient availability, to transport the Contractor’s share of dewatered biosolids (calculated by multiplying Contractor’s Percent Share by the estimated daily production up to the estimated peak day production shown in Table 2) from the RWF’s Dewatering Facility to the Contractor’s Beneficial Use Site(s) and, if applicable, to and from Seasonal Storage Site(s). The number of drivers and equipment provided by Contractor on any given day must be based on the estimated dewatered biosolids production for the RWF, Contractor’s Percent Share, and Contractor’s schedule for picking up dewatered biosolids from the RWF’s Dewatering Facility as coordinated with the City.
The Contractor must pay all costs associated with providing the transportation, loading, and unloading services, including but not limited to payment of all licenses, certifications, permits, taxes, tolls, fees, tickets, and fines.
Transportation, loading, and unloading services must meet the applicable Technical Requirements and Standards in Exhibit B-1.
The Contractor must be available to provide transportation and loading services 24 hours per day, seven days per week, 365 days per year, including holidays. However, loading of dewatered biosolids at the Dewatering Facility will only occur during times designated by the City.
Transportation services must be provided using experienced and skilled personnel and may be provided by City-approved Subcontractor(s) or directly by the Contractor. The Contractor must ensure that transporters have proper and valid licenses and certifications, and Contractor must provide proof of such to the City upon request.
Contractor must also ensure all truck drivers have received the City-provided training on how to access the Dewatering Facility site, enter the loadout structure, receive and weigh biosolids, and use on-site truck wash amenities prior to transporting any of the RWF’s dewatered biosolids.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
The Contractor must provide all other services associated with transportation, loading, and unloading of RWF’s dewatered biosolids including but not limited to the following. Scheduling biosolids to be picked up from the Dewatering Facility in coordination with the City. Preliminary coordination must occur no later than one (1) week in advance with scheduled pickups confirmed no later than the day before. If a change is required, the Contractor must provide the City a minimum three (3) hour notice.
Delivering trucks as scheduled with empty and clean containers with covers to the Dewatering Facility. Upon arrival at the Dewatering Facility, containers must be free from dirt, biosolids, and other materials.
Providing a form of identification upon arrival at the Dewatering Facility’s entrance gate.
Queuing at designated locations at the Dewatering Facility prior to entering the loadout structure if there are no immediately available truck bays. Uncovering containers and loading them with dewatered biosolids. During loading operations, the container must be positioned directly under the cake storage bins, and the Contractor must monitor the weight of biosolids in the container and the load distribution within the container. Weighing unloaded and loaded trucks and containers using scales at the Dewatering Facility to determine the amount of biosolids received by the Contractor for billing purposes and for confirming compliance with highway weight limits. Contractor must verify loaded containers and trucks do not exceed highway weight limits prior to leaving the Dewatering Facility site. There is no location within the Dewatering Facility site for the unloading of dewatered biosolids to achieve legal highway weight limits.
Covering and securing the loaded containers prior to leaving the Dewatering Facility site to minimize odors and spillage during transport. Sweeping the loading bay after use if Contractor caused a spill or tracked-in dirt, biosolids, or other materials.
Cleaning trucks, containers, and tires while at the Dewatering Facility site after loading biosolids but prior to exiting onto Zanker Road, if needed to prevent tracking biosolids around the Dewatering Facility site and/or public roadways.
The Dewatering Facility site will have a washdown area for this activity to occur. Prompt cleanup of any spills caused by the Contractor at the Dewatering Facility site, and during transport of the RWF’s dewatered biosolids to any sites or facilities used by the Contractor. The Contractor must notify the City of any spills and of Contractor’s cleanup plans within three (3) hours of the spill in accordance with Section 11.5 of Exhibit A, General Terms and Conditions, of the Agreement. No later than three (3) calendar days following cleanup, Contractor must provide a written report to the City describing: the spill (amount and type of materials spilled, date and hour of spill), cleanup efforts and date/time of completion, cause(s) of the spill, changes made to avoid reoccurrence of such spill, and certification that the spill was cleaned up to the satisfaction of all agencies with jurisdiction.
Informing RWF staff of any problems with the Dewatering Facility’s entrance area, loadout structure, scales, or truck wash amenities.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Promptly exiting the Dewatering Facility site after loading, weighing, covering, and cleaning activities are completed.
Transporting dewatered biosolids from the Dewatering Facility directly to the Contractor’s Designated Beneficial Use Site(s) and, if applicable, Backup Beneficial Use Site(s), Designated Seasonal Storage Site(s), and Backup Seasonal Storage Site(s).
Unloading loaded containers at the Contractor’s Designated Beneficial Use Site(s) and, if applicable, Backup Beneficial Use Site(s), Designated Seasonal Storage Site(s), and Backup Seasonal Storage Site(s). If the Contractor delivers dewatered biosolids to a Seasonal Storage Site, the Contractor must also provide loading, transportation, and unloading services necessary to deliver the stored biosolids to Contractor’s Beneficial Use Site(s). Ongoing maintenance of trucks and containers to assure reliable service. Compliance with all applicable federal, state, and local laws, regulations, statutes, ordinances, orders, decrees and permits that affect the transportation, loading, and unloading services.
Task 2.2 Beneficial Use Services. The Contractor must provide sufficient permitted capacity at its Designated Beneficial Use Site(s) for the RWF’s dewatered biosolids up to the Contractor’s share (calculated by multiplying Contractor’s Percent Share by the estimated peak day production shown in Table 2).
The Contractor must provide all facilities, labor, equipment, insurance, and fuel to provide the required beneficial use services. The Contractor is responsible for payment of all costs associated with providing the beneficial use services, including but not limited to payment of all permits, taxes, fees, tickets, and fines.
Beneficial use services must meet the applicable Technical Requirements and Standards in Exhibit B-1.
If any of the Contractor’s Designated Beneficial Use Sites or Backup Beneficial Use Sites are not available to receive biosolids year-round, including on weekends and holidays, the Contractor must coordinate deliveries of containers loaded with the RWF’s dewatered biosolids with the Beneficial Use Site(s) and, if applicable, with Seasonal Storage Site(s) in a manner that complies with those sites’ operating permits and local land use regulations. In no event will Contractor be allowed to store empty or loaded containers at the Dewatering Facility site.
Beneficial use services must be provided using experienced and skilled personnel and may be provided by City-approved Subcontractor(s) or directly by the Contractor. The Contractor must ensure that personnel at the Designated and Backup Beneficial Use Site(s) and, if applicable, Seasonal Storage Site(s) have proper and valid permits, and Contractor must provide proof of such to the City upon request.
The Contractor must provide all other services associated with beneficial use of the RWF’s dewatered biosolids including but not limited to the following.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
If applicable, provision of backup capacity if Contractor’s Designated Beneficial Use Site(s) or Designated Seasonal Storage Site(s) becomes unavailable.
Landfill disposal and landfill alternative daily cover may only be used during emergencies and requires City approval prior to their use. If applicable, prompt land application or processing of the RWF’s dewatered biosolids upon delivery to a Backup Beneficial Use Site. If applicable, temporary wet season storage at Designated or Backup Seasonal Storage Site(s). Any dewatered biosolids that are stored at a Seasonal Storage Site must be removed from storage by Contractor and transported to a Beneficial Use Site. Year-round storage of the RWF’s dewatered biosolids must not occur. Compliance with all applicable federal, state, and local regulatory and reporting requirements for the Designated and Backup Beneficial Use Site(s) and, as applicable, Seasonal Storage Site(s).
Task 2.3 Communication and Coordination Services. The Contractor is responsible for ongoing coordination and communication with the City. The Contractor must:
Provide updates to the Operations Plan, Contingency Plan, and Spill Response and Safety Plan for City review and approval prior to making a material change, including but not limited to a proposed change to a Subcontractor, proposed change in Designated or Backup Beneficial Use Site(s) or Seasonal Storage Site(s), and a proposed change in the equipment, vehicles, or routes used to transport the RWF’s dewatered biosolids.
Update, as necessary, the contact information of individuals responsible for managing services for the City that are named in Contractor’s Operations Plan, Contingency Plan, and Spill Response and Safety Plan.
Make emergency contacts available to be called 24 hours per day, seven days per week, 365 days per year in the event of an emergency or unusual operating condition. The Contractor’s emergency contacts must be available to respond to City staff within three (3) hours of receiving a request from the City. Coordinate service with the City. The Dewatering Facility will be producing dewatered biosolids 24 hours per day, seven days per week, 365 days per year, including holidays. Production rates may vary or may be stopped to match overall RWF process and maintenance requirements. As a result, the Contractor must coordinate and schedule the number and timing of containers that will be delivered to the Dewatering Facility each day. Preliminary coordination must occur no later than one (1) week in advance with scheduled pickups confirmed no later than the day before. This coordination must include the City’s estimate of the amount of dewatered biosolids to be provided to the Contractor during the next day; confirmation from the Contractor that it is able to provide the required service; and Contractor's development of a pickup schedule that is acceptable to the City. In addition, the Contractor must provide additional scheduling coordination as requested by the City.
Upon request, provide copies of all permits and agreements required to operate the Designated and Backup Beneficial Use Site(s) and Seasonal Storage Site(s).
Contractor must provide the City with copies of all approved federal, state, and local regulatory permits, including subsequent renewals. Permits must be current
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
and must accommodate the handling of Contractor’s Percent Share of the RWF’s dewatered biosolids throughout the entire term of the Agreement. Any actual or anticipated changes in permit requirements or litigation that may affect the Contractor’s operations or ability to provide services must be reported to the City’s Contract Manager within five (5) calendar days of the date that the Contractor learns of or reasonably begins to anticipate the change. Provide notices to the City of any reportable events as defined in Task 2.4. Such notices must be provided to the City’s Contract Manager within three (3) hours of the time the incident occurred or could be expected to occur.
Task 2.4 Monitoring and Reporting Services. The Contractor must monitor loading, transportation, and unloading operations; storage and beneficial use operations; and administrative and billing functions to identify and promptly resolve any issues that could adversely affect regulatory compliance, compliance with the Agreement, or the quality of services provided to the City. The Contractor must provide reports on its operations to the City as follows.
Monthly reports documenting the daily and cumulative amounts (wet tons) of dewatered biosolids received, transported, stored (if applicable), and beneficially used. Reports must also identify the weight of biosolids in each transported container and must identify the site(s) where each container was delivered.
Monthly reports must include backup information to support invoicing, including weight tickets from sites to which each container was delivered. These reports must be submitted along with invoices.
Monthly reports on the environmental compliance status of sites named in Contractor’s Operations Plan and Contractor’s Contingency Plan. Reports must specifically identify any inspections related to environmental compliance, findings of such inspections, notices, and violations from regulatory agencies. These reports must be submitted along with invoices.
Reports summarizing the use of any Backup Beneficial Use Site(s), Backup Seasonal Storage Site(s), or landfill (for disposal or alternative daily cover). Such reports must be provided on a weekly basis whenever a Backup Site or a landfill is used and must describe the circumstances necessitating the use of the Backup Site or landfill, and the expected duration of use. Annual reports summarizing information from the reports listed above and describing any anticipated issues potentially affecting service during the upcoming year. Annual reports must include all documentation necessary for 40 CFR Part 503 regulatory reporting requirements including but not limited to: total quantity received; maps of the sites where the RWF’s dewatered biosolids were applied, stored, and/or processed during the year; and, for land application sites, documentation of application rates (e.g., information on crop type and agronomic rate calculations). Each annual report must also include an Excel file of all data that is accompanied by a Word or PDF file that describes anything unusual in the data and the quality control procedures used to evaluate the data. Excel files must be provided in a flat file type format. Annual reports, summarizing the most recent calendar year, must be provided to the City within 20 calendar days of the end of the calendar year.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Any other information pertaining to Contractor’s services that the City must report to local, state, and federal agencies.
Reports of any incidents requiring notice to regulatory agencies or otherwise considered a reportable event. Contractor must notify City’s Contract Manager within three (3) hours of the time the incident occurred or could be expected to occur. Reportable events include:
o Any incidents or equipment-related breakdowns, repairs or maintenance that occurs during transport or at a Designated or Backup Beneficial Use Site, or Seasonal Storage Site that will negatively impact Contractor’s ability to provide the City services.
o Any situation that causes a deviation from normal operations (e.g., spills, discharges or releases, and fires) at any Designated or Backup Beneficial Use Site or Seasonal Storage Site that has a potential to or creates a hazardous condition or disruption in Contractor’s ability to provide the City services.
o Revocation or violation of any license, certificate, permit, or regulatory approval for a driver, truck, or site named in Contractor’s Operations Plan or Contractor’s Contingency Plan.
o All violations of a permit, law, ordinance, or regulation associated with transportation, processing, storage, and beneficial use of the RWF’s biosolids, including any violations at the Contractor’s Designated or Backup Beneficial Use Site(s) or Seasonal Storage Site(s).
o Any odor or other complaints received by the Contractor or a Subcontractor regarding transport, a Designated or Backup Beneficial Use Site or Seasonal Storage Site.
o Any inspections or investigations of any Designated or Backup Beneficial Use Site or Seasonal Storage Site by any federal, state, or local regulatory agency.
o Injuries or death of any of Contractor’s or Subcontractor’s personnel during the provision of transportation and beneficial use services to the City. o Damage to City property and equipment reasonably attributable to Contractor. o Traffic accidents involving Contractor’s trucks when traveling to the Dewatering Facility, transporting the RWF’s dewatered biosolids to a site used by Contractor, or that would otherwise adversely affect the Contractor’s ability to provide the City services.
o Incidents or operations at a Designated or Backup Beneficial Use Site or Seasonal Storage Site that may result or has resulted in a release of odor. o Any other incident that may cause a disturbance to the services provided to the City, or a harm to the environment and/or people.
The City may monitor Contractor to determine whether Contractor’s work is completed in a satisfactory manner and in a manner that complies with the provisions of the Agreement. Contractor must grant the City and its representatives access to the Designated and Backup Beneficial Use Sites and Seasonal Storage Sites as well as the sites used to store vehicles and containers used to transport the RWF’s dewatered biosolids during normal business hours to conduct inspections of site activities. If
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Contractor is unable to grant access because it does not own or operate a site, Contractor must work with the site owner/operator to arrange for City access. The City is not required to give the Contractor advance notice of such inspections.
4. SCHEDULE FOR PROVIDING SERVICES
Contractor’s initiation of services will depend on the completion of the RWF’s Dewatering Facility. The estimated service initiation dates in Table 3 are based on the Dewatering Facility’s current schedule and are subject to change; regardless, the City will notify Contractor prior to when services must start.
Table 3. Estimated Service Initiation Dates
Milestone Estimated Date
Notice to Prepare to Initiate
Services a
Second Quarter of 2024
(no less than three (3) months prior to substantial completion of the Dewatering Facility’s construction)
Notice to Proceed with
Startup and Commissioning
Services
Third Quarter of 2024
(no less than two (2) weeks prior to the required start of Task 1 services)
Notice to Proceed with Full
Operations Services
First or Second Quarter of 2025
(no less than two (2) weeks prior to the required start of Task 2 services)
First Notice of Exercise of
Option
First Quarter of 2029
(if decided by the City, approximately six (6) months prior to end of Initial Term)
Notes:
a. Once the City issues a Notice to Prepare to Initiate Services, Contractor must begin active coordination with the City and, if needed, update its Operations Plan, Contingency Plan, and Spill Response and Safety Plan in accordance with Section 3.1 of Exhibit A, General Terms and Conditions, to the Agreement.
5. GENERAL CITY RESPONSIBILITIES
In providing the Services, Contractor may assume the City will complete the following. Issue Notices to Proceed and other notifications as provided for in the Agreement.
Schedule deliveries in coordination with the Contractor and coordinate with other contractors to reduce wait times at the Dewatering Facility. Test dewatered biosolids for metals, pathogens, volatile organic compounds, and nitrogen, and share the results of such tests with the Contractor. Except for metals which will be tested monthly, testing frequencies may vary during the term of the Agreement; however, City will test for metals, pathogens, volatile organic compounds, and nitrogen at least monthly during the first year of full operations. Train truck drivers on how to access the Dewatering Facility site, enter the loadout structure, load biosolids, use scales, and use truck wash amenities prior to their first loading of the RWF’s dewatered biosolids. Direct the Contractor to use a particular landfill.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Consider Contractor’s proposed changes that would materially affect Contractor’s Operations Plan, Contingency Plan, or Spill Response and Safety Plan. City will not unreasonably withhold approval of change requests if the changes meet City’s Technical Requirements and Standards in Exhibit B-1.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit B-1: Technical Requirements and Standards
1. INTRODUCTION
Contractor must comply with the following technical requirements and standards while providing Services.
2. ACCEPTABLE AND UNACCEPTABLE APPROACHES
Table 4 describes acceptable and unacceptable approaches to providing Services. The Contractor must only use those approaches listed under “acceptable” and must avoid using any approaches listed under “unacceptable.”
Table 4. Acceptable and Unacceptable Approaches
Service Acceptable Unacceptable
Loading Trucks, chassis, and containers
that in combination are compatible
with the Dewatering Facility’s
configuration and dimensions (see
Exhibit B-2)
Containers must be top loading and
have removable covers
Trucks, chassis, and containers
that in combination are
incompatible with the Dewatering
Facility’s configuration and
dimensions (see Exhibit B-2)
Containers that are not top loading
or do not have removable covers
Transportation Truck, chassis, and containers that
meet California Department of
Transportation regulations
Loaded containers that allow
vehicles to meet regulatory weight
limits
Truck, chassis, and containers that
do not meet California Department
of Transportation regulations
Overloaded containers that result
in vehicles exceeding regulatory
weight limits
Seasonal
Storage
Temporary, wet season storage in
permitted sites followed by
Beneficial Use in the dry season
Dry season storage
Year-round storage
Beneficial Use Class B land application
Compost production (except using
an open or uncovered windrow
composting process)
Soil blend production (with interim
processing to meet Class A
requirements)
Fertilizer production
Processing technologies that are
commercially proven at the scale
required to provide the City
services and that result in a
beneficial use product permitted by
existing federal and state
regulations
Open or uncovered windrow
composting
Landfill disposal or landfill
alternative daily cover (may only
be used in emergencies and if
directed by City)
Processing technologies that are
not commercially proven at the
scale required to provide the
required services
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
3. GENERAL REQUIREMENTS AND STANDARDS
3.1 Management of Subcontractors
The Contractor must ensure that all workers Contractor and its Subcontractor(s) employ have the proper licenses and certifications and are aware of the laws, regulations, permit requirements applicable to their work.
3.2 Inclement Weather
The Contractor must provide all facilities, equipment, and labor to ensure its ability to load, transport, temporarily store (if applicable), and beneficially use the RWF’s dewatered biosolids during inclement weather.
3.3 Delays
The Contractor must take reasonable precautions to foresee and prevent delays to the transport and beneficial use of the RWF’s dewatered biosolids. When the Contractor foresees a delay event, and upon the occurrence of a delay event, the Contractor must notify the City’s Contract Manager within three (3) hours of the probability or the actual occurrence of a delay, and its cause.
4. TRANSPORTATION AND LOADING REQUIREMENTS AND STANDARDS
4.1 Licenses, Permits, and Certifications
Transportation services must be provided by a U.S. Department of Transportation (“USDOT”) licensed and registered firm.
All transporters must possess the appropriate and valid licenses.
4.2 Transportation Vehicles and Containers
The Contractor must maintain all vehicles, equipment, and containers used to transport the RWF’s dewatered biosolids in good working order as required to reliably fulfill its obligations to the City. The City may reject any vehicles, equipment, or containers not found to meet this standard. In the event of such rejection, the Contractor must immediately provide a replacement that is in good working order without additional expense to the City.
The Contractor’s trucks must be California Air Resources Board compliant. The Contractor must operate and maintain trucks per USDOT regulations. All trucks used to transport the RWF’s dewatered biosolids must be equipped with an audible, working back-up alarm that activates whenever the truck is operating in reverse. Trucks must also be equipped with splashguards, first aid kits, and spill kits suitable for containing gas, oils, other hydrocarbons, and for cleaning up small spills of biosolids.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
All trucks and containers must be clearly and conspicuously labeled with the Contractor’s or Subcontractor’s name, an identification number, and the maximum legal loaded weight.
Containers must be durable, top-loading and leakproof with gasketed tailgates and/or doors. Containers must have removable covers that must be put in place to prevent spills and contain odors once loaded with biosolids.
Prior to arrival at and departure from the Dewatering Facility, the Contractor’s truck and container must be clean and free of any foreign matter/contamination such that only the RWF’s dewatered biosolids will be transported. Contractor must not mix the RWF’s biosolids with any other materials prior to delivery to Designated or Backup Beneficial Use Site(s). Contractor must not backhaul products for human consumption in containers used to transport the RWF’s biosolids.
4.3 Arrival at the Dewatering Facility
The Contractor must coordinate biosolids loading operations with the City prior to arrival of trucks at the RWF’s Dewatering Facility. Coordination must include confirmation of the expected quantity of biosolids to be transported and the number and timing of truck arrivals. Coordination must also include a tentative schedule for the ensuing week.
Trucks must access the Dewatering Facility site via a shared driveway connected to Zanker Road and exit through a separate driveway that is also connected to Zanker Road. The access driveway also serves the adjacent Silicon Valley Advanced Water Purification Center. Access to the Silicon Valley Advanced Water Purification Center must always be maintained. Contractor must not queue trucks on public streets leading to or departing from the Dewatering Facility.
To access the Dewatering Facility, truck drivers must pass through a secured entrance gate. Access will be granted to truck drivers by an RWF representative upon their arrival. All truck drivers must be wearing identification badges or provide a form of identification at the gate to be granted entry into the Dewatering Facility site.
4.4 Truck Loading
Two trucks can be loaded simultaneously in the two bays in the Dewatering Facility’s loadout structure if both bays are in service. Assuming a truck bay is operating and not occupied by another truck, the City expects it will take approximately 60 minutes for truck loading (i.e., from arrival at the Dewatering Facility to the filling of a container). If both truck bays are occupied, the duration may be longer. The City will strive to schedule truck arrivals to keep the truck loading duration at or below one (1) hour.
Truck loading procedures must be completed by each truck driver as follows.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Open entry roll-up door, enter loading bay, and position truck and its uncovered container below overhead cake storage bins.
Close entry and exit roll-up doors to contain odors.
Initiate transfer of biosolids from overhead cake storage bins to container using local control station.
Monitor weight and weight distribution during loading to guard against overloading containers and exceeding transportation weight limits. There is no location within the Dewatering Facility site where Contractor will be able to unload a container if it is overloaded.
Stop transfer of biosolids when container is full or weight limit approaches, whichever occurs first.
Print weight ticket.
Cover container securely to contain odors and prevent spills. Sweep the loading bay if Contractor caused a spill or tracked-in material. Open exit roll-up door, leave truck loading bay, and close exit roll-up door. If needed, wash truck and/or container to remove any biosolids attached to tires, truck body, or container using the Dewatering Facility’s truck wash amenities. Promptly depart from the Dewatering Facility via the site’s exit gate.
4.5 Weighing
The Contractor must use City-provided scales at the Dewatering Facility for obtaining tare and loaded weights. The City will maintain the scales and will test and recalibrate each of the scales as frequently as required by applicable law.
The Contractor may conduct more frequent testing of the scales by a certified scale testing company, at its sole expense. If at any time, such testing indicates a scale does not meet accuracy requirements, the Contractor may request a reasonable adjustment of weight measurements recorded by such scale during the preceding thirty (30) calendar days, which the City may grant at its sole discretion.
If no scales at the Dewatering Facility are in service, the Contractor must weigh every loaded truck at the nearest available certified scale.
4.6 Transportation Routes
Truck routing in the vicinity of the RWF must maximize the use of California State Route 237 (“SR 237”) and Zanker Road north of SR 237, and minimize the use of residential roads.
Truck routing outside the immediate vicinity of the RWF must use interstate freeways and state highways to the maximum extent possible. Truck routing through residential areas must be avoided or minimized to the greatest extent possible.
Truck routing in the vicinity of the Contractor’s Designated and Backup Beneficial Use Site(s) and Seasonal Storage Site(s) must comply with the requirements of the
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
owners/operators of these sites and with the requirements of all governmental authorities having jurisdiction. Truck routing and offloading of containers loaded with the RWF’s biosolids must also comply with any operating permits and authorizations associated with the receiving site, including but not limited to any restrictions on seasonal use, daily hours of operation, and suitability of receiving site’s access roadways and unloading area conditions.
4.7 Transportation Safety
The Contractor is responsible for transportation safety and for ensuring that all drivers comply with all speed limits and other vehicle and traffic laws, rules, and regulations.
5. BENEFICIAL USE AND SEASONAL STORAGE REQUIREMENTS AND
STANDARDS
Contractor must use the Designated Beneficial Use Site(s) and Designated Seasonal Storage Site(s) listed in Contractor’s Operations Plan in Exhibit B-3 to routinely manage the RWF’s dewatered biosolids.
Contractor may use the Backup Beneficial Use Site(s) or Backup Seasonal Storage Site(s) listed in Contractor’s Contingency Plan in Exhibit B-3 if: 1) there is a disruption to normal operations that makes a Designated Beneficial Use Site or Designated Seasonal Storage Site unavailable; 2) a Designated Beneficial Use Site or Designated Seasonal Storage Site becomes inaccessible; or 3) use of the Backup Beneficial Use Site or Backup Seasonal Storage Site would otherwise benefit the City. In addition, the Contractor may request that the City approve another backup site provided Contractor follows the procedure described in Section 3.1 of Exhibit A, General Terms and Conditions, to the Agreement.
In emergency situations, when Contractor’s Designated and Backup Beneficial Use Site(s) and Seasonal Storage Site(s) become unavailable or inaccessible, the Contractor may request that the City approve use of a landfill for biosolids disposal or use as alternative daily cover. Neither landfill disposal nor alternative daily cover are considered beneficial use.
The Contractor must utilize the RWF’s biosolids in accordance with each site’s permits and with all applicable local, state, and federal laws and regulations. The Contractor is responsible for meeting the monitoring and reporting requirements imposed by agencies with jurisdiction over the Designated and Backup Beneficial Use Site(s) and Seasonal Storage Site(s) used to manage the RWF’s biosolids. The Contractor is also solely responsible for obtaining the financing for sites and facilities used, and for implementing any improvements necessary to meet regulatory requirements or expand capacity. The Contractor must provide documentation of site permits, orders, decrees, registrations, and other regulatory approvals to the City upon request.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit B-2: Dewatering Facility 100% Design Drawings
Figure 1 - Location Map
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Figure 2 – Site Plan
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Figure 3 - Loadout Structure Entrance Rendering
Figure 4 - Loadout Structure Exit Rendering
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Figure 5 - Loadout Structure Section (Truck Side)
Figure 6 - Loadout Structure Section (Truck Front)
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit B-3: Denali’s Operations Plan, Contingency Plan, and Spill Response and Safety Plan
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 1 OPERATIONS PLAN
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 2 Operations Plan
Overview
According to the City of San José’s dewatered biosolids transportation and beneficial use service agreement’s scope of services , the San José -Santa Clara Regional Wastewater Facility (RWF) expects to produce approximately 100,000 to 120,000 wet tons of biosolids per year once the new dewater ing facility is fully operational. Denali understands that volumes may fluctuate. The equipment Denali Water uses hauls approximately 24-25 tons per load. Given the annual production by the City, the City produces approximately twelve (12) to fifteen (15) loads of biosolids per day. Denali’s approach to hauling and managing biosolids for wastewater facilities is to be prepared to haul fluctuating production levels from the RWF . With our decades of experience, we understand treatment plants need service 3 65 days per year and biosolids production can vary by season and by week depending on the treatment plant operations.
Given the needs of treatment plant to be flexible in providing hauling services, Denali offers the City, both company -owned trucks with a fleet of water -tight, aluminum end dump trailers, which are commonly used for the transportation of biosolids . It should be noted, Denali has a network of subcontracted independent haulers should the project require additional trucks that can handle increases and decreases in biosolids production on a daily and weekly basis. (Denali understands each subcontractor would need to be pre- approved by the City prior to use.) The City’s biosolids production and loading procedures are like several trea tment plants we haul from throughout California including East Bay Municipal Utility District in Oakland, California where we haul between eight (8) and twelve (12) loads per day, seven (7) days per week.
1. Scheduling Hauling Services
Denali Water uses a centralized load scheduling system for scheduling the hauling of loads in the region . We will provide the City a single email address ([email protected]) that is distributed to all operations and dispatch personnel that schedule trucks. This provides is delivered to the on -duty dispatcher seven (7) day per week eliminating the need to contact multiple individuals on rotating schedules.
A contact list with email addresses and phone numbers to Denali staff will also be provided if there are any updates. The City’s RFP Scope of Services details a notification timeline that Denali encourages to all its customers which includes a weekly schedule of hauling services, daily revisions to the following days as needed, and communication to the City of Denali Water’s changes as soon as possible. When the full number of scheduled loads is not covered one day, which can occur due to multiple reasons including mechanical issues, traffic delays, and weather i ssues, Denali Water will notify the City immediately and will schedule additional loads to be hauled the following day.
.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 3 2. Safety and Reliability
Denali Water has been hauling and managing biosolids for over 25 years. Through this extensive experience, Denali Water has developed training procedures to train truck drivers on Denali Water’s Spill Response Procedures. This includes the personal protective equipment (PPE) drivers are required have on them, requiring drivers to inspect their equipment before hauling biosolids from the facility, and training drivers of Denali Water’s procedures if an accident or spill occurs. Denali also only uses equipment designed to safely haul dewatered biosolids. Trucks will have operating back -up alarms that activate any time the truck is in reverse. The trailer s we will use will have wide splashguards as required and will have tarps to cover the trailers during transport.
Please see Denali’s, Environmental, Health and Safety Plan for additional information.
3. Transportation and Handling Arrangements
Denali Water’s approach to loading trucks at the City’s facility will be for the trucks to place its trailers under the City’s biosolids hoppers, and the hoppers will open, and gravity load the trailers. After loa ding the trailer, the driver will cover the load with a tarp for transport. A load ticket and/or manifest will be completed for each load to document the load. The driver will use the Dewatering Facility’s truck wash amenities to clean all loose biosolids off the truck and trailer before leaving the site.
Denali Water intends to land apply the City’s biosolids at Denali’s permitted biosolids land application sites in Merced County or a Compost facility for beneficial reuse. The loaded truck will haul its load to the destination and offload at the end use site’s designated offloading area.
Denali Water’s Merced sites are between 110 and 125 miles from the City’s wastewater treatment plant.
Jess Ranch Composting is 48 miles from the City’s wastewater treatment plant.
Liberty Composting is 197 miles from the City’s wastewater treatment plant.
Additional sites may be added with prior City approval.
4. Beneficial Reuse Services
Denali Water’s primary beneficial reuse services is the land application of the City’s biosolids for use as a soil amendment and fertilizer to crops. This is the most direct means
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 4 to utilize the nutrients found in biosolids without expending additional res ources to transform the biosolids into another product before further use.
Denali’s land application program is typically available between March and December .
When the land application sites are not available, Denali Water will deliver the City’s biosolids to a composting facility including Jess Ranch, pending its operational status, or Liberty Composting for the composting of the biosolids.
In addition, and with City approval, Denali intends to add additional beneficial use sites as they become available for this project.
5. Preliminary Operations Plans
Denali Water’s Project Manager will communicate regularly with City’s personnel leading up to the commissi oning of the Dewatering Facility. As the commissioning of the Dewatering Facility nears, weekly communication will be necessary with Denali Water and City personnel. Site approvals will be coordinated in advance of start-up of service to assure the material is approved at each site as required.
Denali Water will provide training to its hauling personnel after receiving training from the City on their loading procedures. Denali Water’s trucks will use highways and interstates when hauling the City’s biosolids to the end use sites. When not on a highway or interstate, Denali Water’s trucks will use the most direct route to the end use site, avoiding sensitive areas like schools whenever practical. Most likely, the trucks will use Interstate 880 via Interstate 580 to get to the Merced County land application and composting sites.
Denali Water’s land application of biosolids follows our Biosolids Management Plan , described further on Page 10 of this Plan. The general daily procedure for land application is to pick up a loaded trailer from the RWF. The tarped load will be transported on approved routes to our land application sites, currently in Merced County , or to a composting facility. The load is off -loaded at the applied field at a staging area and the trailer is washed out using a water truck. The delivered biosolids are loaded from the ground using a front -end wheel loader into a spreader. The spreader then spreads the biosolids at the agronomic rate of the intended crop by adjusting the speed of the spreader.
After being spread, the biosolids are incorporated into the soil using a disc.
Our company Biosolids Management Plan addresses our entire biosolids handling procedures from loading and hauling biosolids to spreading and reporting to meet a ll regulatory requirements. The plan addresses how we mitigate odors from our hauling and land application. We use tarp to cover our trailers to minimize odors at the plant and during transportation. At our land application site, we incorporate the biosolids daily to minimize odors at the site and we observe the setbacks from property lines and dwellings. To minimize our impact on surface water, we observe setbacks from waterways. We also incorporate the biosolids to help keep the material on site. We avoid land applying biosolids during rain events to minimize our impact on storm water at the site. To minimize
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 5 our hauling equipment’s impact on storm water at the site, we maintain our equipment to help prevent leaks and we keep our equipment free of biosolids build-up that could fall off our equipment.
As for Denali Water’s composting of biosolids , we are typically responsible for the transportation and the unloading of the City’s biosolids to the designated compost facility.
The general daily proced ure for composting is to pick up a loaded trailer from the RWF.
The tarped load will be transported on approved routes to the compost facility, currently at Liberty Composting or the Jess Ranch composting facility. All loads are weighed in at the designated compost facility ’s certified scales. The load is off -loaded at the designated unloaded area and the truck returns to the RWF . The biosolids are than managed by the individual compost facility per its operating permit.
Preliminary Contingency Plan
Denali Water’s strength as a biosolids contractor is its ability to have multiple outlets to manage the City’s biosolids should an emergency arise. In addition, by managing our own trucks we have the flexib ility to reallocate biosolids to different beneficial use sites over the life of the contract. Keep in mind, Denali manages biosolids from many locations in Northern California for over 25 years and have been successful by having alternative beneficial use in-place. In addition, by maintaining a fleet of company -owned trucks and trailers, Denali can move very quickly when an emergency occurs.
Most times, an emergency is caused by a WWTP mechanical, or process issue and Denali will work with City staff to manage what is needed. At all times, communication with the City is essential to successfully manage through these situations. The Project Manager will communicate with the designated City personnel via phone when there is an emergency issue. Many of these issues are short -term and are no t impactful to the beneficial use of biosolids. Should the City ’s scales be down , Denali will identify a 3 rd-party location (typically a certified CAT truck stop) near the RWF to scale each load.
Weather is also common issue and in the case of the San Jose project the issue will most likely be rain. During the land application season, March-December, Denali will have land application sites that are able to accept truck loads of biosolids when it is dry or when it rains. Our Technical Service Manager will identify the land application sites in which Denali intends to deliver daily based on weather and crop conditions.
Should a truck break down, Denali will utilize additional resources from its own fleet in the Northern California area. In addition, Denali has the ability to bring additional equipment to the City from its Southern California operation. Also, Denali has a network of subcontractors it utilizes and with City approval can utilize them should it be necessary.
When the land application sites are not available, Denali Water will deliver the City’s biosolids to a composting facility including Jess Ranch, pending its operation al status, or
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 6 Liberty Composting for the composting of the biosolids.
In addition, and with City approval, Denali intends to add additional land application and other beneficial use sites as they become available for this project. Denali will always continue to add additional land application sites for the City, as well as our other clients to ensure capacity should we be required to manage 100% of the biosolids. We anticipate having additional sites to manage the City’s biosolids prior to the expected operations date of the City’s RWF.
Should an emergency require landfill disposal, Denali will notify the City immediately and work out the acceptable procedure per the Agreement to ensure the City’s biosolids are being properly managed.
Also, should the C ity notify Denali that its biosolids do not meet the criteria of Class B designation, th en the City and Denali’s Project Manager/Contract Manager need to immediately determine whether the material must go to landfill or whether it can be processed to Class A at the designated compost facility’s. Once determined, the City and Denali will agree on the best path going forward.
Staffing
It is anticipated that 3 to 5 full-time employees would staff the project depending on actual contracted volume. Prior to project start -up, Denali will provide a detailed contact list of all employees dedicated to the project.
Additional support is provided from other corporate resources when needed. For instance, corporate health and safety, technical services, human resources, and accounting are all additional resources utilized to operate the compost facility.
Project Manager - The Project Manager is responsible for all day -to-day operations and communication with the City personnel. The project manager also provides operational support working with the truck drivers and land application crews and is responsible for the logistical management of the facility including the loading and unloading of customers, field services equipment maintenance and storage management. Justin Larsen will serve as Project Manager and he can be reached at 316- 644-9756 or at [email protected].
Contract Manager – The Contract Manager is authorized to work on behalf of Denali Water. The Contract Manager has the overall responsibilities to manage the Agreement with the City on behalf of Denali. And has overall operational and other -day-to-day decision making authority. Bryan Cannon will serve as Contract Manager, and he can be reached at 909-963-9934 or at [email protected].
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 7 Technical Service/Environmental Manager - Responsible for all technical services, land permitting and environmental reporting. The technical service manager is responsible for all land application and disposal compliance and will handle all farm services including farmer relations. Jamie Olivarez will serve as Techn ical Service/Environmental Manager, and he can be reached at 916 -844-5864 or at [email protected].
Executive Vice President, West Region – Overall responsible for contract compliance and full authority of Denali Water operations for the Western Region. David Vaughn is the Executive Vice President, West and can be reached at 530 -635-0083 or at [email protected].
Safety Manager – The Safety Manager is responsible for ensuring Denali Water is in compliance with all Federal/State safety procedures. In addition, the Safety Manager will coordinate all training necessary for the start-up of new projects or the enrollment of new company employees for the project. Nick Thompson is the Safety Manager, and he can be reached at 479-970-4650 or at [email protected].
Drivers: Denali plans on having three dedicated tractors and four trailers on the project to provide transportation services to land application and composting sites.
Land Application Crew – Denali will implement a land application program that utilizes its own crew and or work with the local farmer to pr ovide land application services. The project manager and technical services manager will oversee application crews.
Communication with the City
The Project Manager will communicate with the City regarding day -to-day operations.
Issues pertaining to contract management, regulatory affairs, and special projects will involve the Project Manager and the Contract Manager.
Invoicing and other financia l management will be supported by the Denali corporate structure (accounts payable and receivable) and will be done in accordance with the Agreement between the City and Denali Water.
Training
Denali provides internal training and instruction for its employees. We provide the required training manuals for major equipment and hands on experience in the operation and maintenance of the major equipment. We work with our employees to understand O&M procedures, health and safety procedures and overall operational scope of work. Denali is active in many national trade associations and when possible, we push our employees to
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 8 seek further education and certifications.
Emergency Action and Notification
An emergency response plan will need to be created prior to th e start-up of operations.
Denali will review and follow the current facility emergency management plan. The emergency response plan should include:
• First Aid Response and Procedures
• 911 Protocol
• Emergency Contact Information
• Emergency Evacuation Procedures
• Fire Alarm and Procedures
• Severe Weather Operating Procedure and Shelter
• Spill Response Plan
• Odor Mitigation Plan
• Public Outreach plan
Health and Safety Information
Denali instills a strong team commitment to safety for all aspects of the facility operations and services provided. Denali’s philosophy is that safety must be planned into a project and not be an afterthought. Denali’s philosophy of “Safety First” will be emphasized throughout the entire Denali Team.
Exposure to Dust and Airborne Particulates
Denali employees will abide by Denali’s Environmental, Health and Safety program, in addition to federal, state, and local safety regulations. Biosolids facility workers can be exposed to dusts, which contain a variety of chemical and biologic al agents. Airborne particles can include plant material particles and the products of their decomposition, consisting primarily of minute fungal spores and bacteria. Chemical products of decomposition, which may also be released, include carbon dioxide, c arbon monoxide, ammonia, nitrogen oxides, and hydrogen sulfide.
Most workers should experience no adverse health effects from the working environment.
However, the chemical products of decomposition, listed above, when in sufficient quantity, can produce symptoms of headache, tearing, and nose and throat irritation. A few sensitive individuals may experience symptoms of dry cough, fever, tiredness, or difficulty in breathing. Symptoms usually begin several hours after fine organic dusts are inhaled and may last for hours or several days. This can be caused by a type of allergic reaction to substances in the compost material. Highly allergic employees may not benefit from the use of a respirator and may have to change occupations. Careful completion of the Occupational/Medical History during pre -employment and periodic physical evaluations can also help to identify employees with a potential for sensitivity to organic dusts.
Significant hazards, such as oxygen deficiency, can occur when these products are allowed to accumulate in confined areas such as manholes, pits, or trenches, and if appropriate
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 9 safety precautions are not followed.
Personal Hygiene
Close attention to personal hygiene is important to prevent exposure to biological agents such as fungi and bacteria. Appropriate use of personal protective equipment is also important to protect workers from both microorganisms and chemical agents such as ammonia, which are produced during the composting process. The following sanitary measures should be followed:
Keep hands below collar while working.
Do not smoke when in the processing area and when working on compost facility equipment.
Wear rubber gloves when performing duties requiring contact with organics.
Wash gloves before removing them.
Wash hands wit h hot water and germicidal soap before using the toilet, eating, or smoking.
Keep work clothes and street clothes separate.
Receive first aid treatment for cuts and scratches.
Shower after the work shift.
Mechanical Equipment
Mandatory Requirement: All Denali operators must review the Equipment Manual prior to operation of any piece of equipment. The operators will acknowledge a review of the operational and safety discussion from the Equipment Manual for Denali trucks, tractors, and spreaders.
Tag and lockout procedures must be followed.
Only qualified and authorized personnel will work on mechanical equipment.
All mechanical equipment, including fixed machines will be properly guarded to protect personnel from moving parts such as wheels, belts, etc. A ny moving or stationary parts that present a potential hazard to workers will be properly guarded.
Those guards will be maintained in good condition and replaced as necessary. If machine guards are removed during repair or maintenance, they will be replace d immediately when the work is complete.
Consider noise levels produced by equipment and protection with earplugs, etc. A noise survey will be conducted to identify areas where ear protection would be mandatory -- where the 8 -hour time weighted average (twa) is greater than 85 decibels. Keep all controls for the machinery accessible and well-marked. Any electrical disconnect switches or circuit breakers for the mechanical equipment will be locked out and tagged when work is being done on the equipment.
Wear protective eyewear and safety boots when w orking on equipment. Remove jewelry and tuck in shirttails and long hair.
Never try to adjust or repairs to mechanical equipment that is in operation.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 10 Keep all equipment in good working order. Inspect before and after using.
Keep floors and other surfaces free of grease, oil, or other material, which may cause slips or falls.
Affix "Danger," "Warning," or "Caution" labels as appropriate.
Keep emergency phone numbers posted by all telephones.
Beneficial Use
The land application of biosolids is a safe and effective use of a recyclable material. The application of biosolids, as is the case with any agricultural product, is only safe and effective if applied in a responsible manner. This section details the Op erations Plan that Denali will follow for the land application of biosolids.
a) Biosolids Application
Because of the nature of biosolids and existing regulations on biosolids, each site that receives biosolids will be carefully chosen. The crop the farm op erator intends to grow determines if the site will be considered for land application of biosolids. Feed, grain, and forage crops, such as silage corn, oats, and alfalfa, are the preferred crops because these crops are grown on marginal land that will benefit most from the application of biosolids, as well as not being directly consumed by humans. However, a crop that is intended for the grazing of milk producing animals will not be considered.
The farm operator and landowner will sign “Biosolids Consent Forms” describing the rules and regulations pertaining to the use of biosolids. The site will then be researched to determine if endangered species listed under section 4 of the Endangered Species Act, or its critical habitat is located on the potential site. Wells, waterways, and homes will be identified, and their corresponding buffer zone distances will be considered to assure that each potential site is large enough for biosolids application.
Ground water depth will be determined using well log dat a or any other available information. Biosolids will not be applied to sites where ground water is less than 5 feet.
The potential for any discharge of irrigation tailwater, stormwater, or other field runoff to surface waters will be determined. Runoff potential following the application of biosolids applications will be limited for 90 days. Land application of biosolids within any designated floodway or flowage easements designated by the Reclamation Board of the State of California or floodways shown on maps published by the Federal Emergency Management Agency will be prohibited.
After a site is evaluated and meets the criteria for receiving biosolids, the site identification process will begin. The following information will be gathered for each site:
a. Site owner name, address, phone number.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 11 b. Farm operator name, address, phone number.
c. Site location identified by latitude and longitude or legal description d. Field acreage
e. Intended crop
f. Land use zoning
g. Proposed application rate
h. Ground water depth
i. Irrigation method
j. Predominant soil type
k. Site slope
This information will be submitted on forms provided by the appropriate regulatory agency.
After the site information is gathered each site will be designated with a site code. Each site will be given a two-digit County code. For Merced County the two-digit code will be ME. The site will then be given a three-letter site code that will correlate with the farm operator’s name (i.e., Smith would be designated SMT). Then each individual field at the site will receive a numeric designation (i.e., SMT-3 would indicate farm operator Smith’s field number 3).
Using this numerical code, a Pre -Application Report will be prepared for the site. This report includes:
a. Site location and applier information
b. USGS topographic map of each site at a scale of 1:24,000. c. USGS topographic map of each field at a scale of 1:12,000 including the following information:
1. Site topography
2. Nearby surface waters, wells, residences, and public roads
3. Application area including buffer zones
4. Ground water monitoring wells (if required)
5. Elevation
d. Biosolids source
e. Constituent concentrations in biosolids
f. Application area information
g. Ground Water Monitoring Plan (if required)
After a site has been approved and before biosol ids application begins, each site will undergo site preparation procedures.
a. Land ownership of the site will be verified that no changes have occurred since consent had been given.
b. The site will be visually examined if there are any changes from its original map on file.
c. A soil sample will be taken to establish background soil metal
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 12 concentrations and Cation Exchange Capacity.
d. Site boundaries and buffer zones will be clearly marked. e. The site entrance will be clearly marked
f. Haul routes will be verified that no changes have been made to the route that would impair delivery of biosolids.
g. Slopes over 2% will be identified and marked so biosolids can be incorporated parallel to the contour of the land.
Buffer zones are set back areas that will not receive biosolids. These buffers will provide additional protection of water quality and will help minimize potential nuisance. Buffer zones will be clearly marked with stakes or flags. The buffer zone distances to be observed are:
- 500 feet from occupied dwellings
- 100 feet from surface waters
- 500 feet from domestic water supply wells
- 100 feet from non-domestic water supply wells
- 50 feet from public roads
- 25 feet from property lines
- 10 feet from any other structures
- 33 feet from agricultural drainage ways
After the field has been prepared, the intended crop will be verified. The agronomic rate for the crop, which is the nitrogen requirements a plant needs for optimal growth and production, will be determined by a cited professional publication for California. Using the agronomic rate, the biosolids application rate is determined by the following formula:
Agronomic rate (PAN)/acre PAN/wet ton biosolids = Wet tons biosolids/acre
This rate will be given to the site’s operations manager and the site boundaries and restrictions will be verified by him/her.
If a field has been applied in the past and receives biosolids that are above Table 3 of 40 CFR Part 503.13, the background soil metals, and previously applied metals will be totaled.
If any metal will exceed the cumulative pollutant loading rate listed in Table 2 of 40 CFR Part 503 503.13 by receiving more biosolids, land application will cease on that field.
Biosolids delivered to the site will be off -loaded at a staging area. The staging area is where loads are delivered and biosolids are loaded into spreaders for application. Staging areas may move throughout operations depending on size, topography and hauling constraints. Biosolids are not to be staged for more than 24 hours.
Biosolids will be loaded using a front-end loader into a modified manure spreader or truck mounted spreader. Biosolids will be spread in the same manner as animal manure where the biosolids will be spread across an area of the field. Spreaders are calibrated to spread
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 13 over a known area and can adjust the application rate by adjusting their driving speed.
b) Equipment to be Used
Denali intends on using front -end wheel loader for the loading of the biosolids, either a truck mounted or pull-type manure spreader to spread the biosolids, a tractor and disc for discing the material, and a water truck can be used to water the access roads or wash biosolids off trucks to help prevent the tracking of biosolids onto the roadways.
c) Equipment Breakdowns
In the case of equipment breakdowns, Denali will have the option of renting equipment until the broken equipment is fixed. Denali performs preventative maintenance on its equipment and keep spare parts for equ ipment failures. Also, subcontracted spreading companies may be used to spread if needed during equipment breakdowns or to run the spreading operation.
d) Soil Incorporation Methods
Biosolids will be incorporated within 24 hours of application using a disc or plow.
Biosolids incorporation will parallel the contour of the land to prevent the off -site movement of the biosolids/soil mixture.
e) Inclement Weather Plan
In cases that biosolids application cannot be applied or hauled due to adverse weather an Inclement Weather Plan will be implemented. This Plan will be implemented in cases such as:
1. Excessive wind, precipitation, or other weather limitations
2. Field preparation delays
3. Access road limitations
If biosolids cannot be delivered to a site, loads will be:
1. Diverted to a site that can be accessed
2. Diverted to Liberty Composting or the Jess Ranch Compost facility
f) Soil Testing Methodology
Denali Water will adhere to the soil testing standards established by the Department. The surface soil will be sampled at a depth of 3 to 11 inches. A sample will consist of individual cores taken from scattered locations throughout the entire field. Individual cor es will be
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 14 collected to be representative of the entire field. Surface litter will be removed before collecting a core, to ensure mineral soil is sampled. Obvious anomalies such as wet spots, turn rows and minor soil textural inclusions will not be sampl ed. The number of core samples and soil samples will be determined by the Department prior to sampling and will depend on the field size and soil type.
g) Dust Controls
Denali will not apply biosolids when wind speeds exceed twenty (20) miles per hour, unless waived by the Department. Denali may keep the access roads watered to minimize the dust created by the trucks. The buffer zone requirement will also be met, keeping the movement of dust off the site to a minimum.
h) Biosolids Transportation
Each biosolids transport driver shall be trained as to the nature of their load and the proper response to accidents or spill events and shall carry a copy of a Spill Response Plan.
Biosolids will be collected from the RWF in watertight end-dump or bottom-dump trailers.
These trailers will be tarped during transportation. Truck drivers will be routed to assigned fields daily.
Factors influencing routing will include traffic considerations, location of residences, potential for dust, and the sensitivity of affect ed residents. If the use of haul routes near residential land uses cannot be avoided, truck traffic will be limited to daylight hours.
Field moves will be implemented if necessary to avoid overtaxing any nearby residents.
The biosolids will be off-loaded at the site within the field boundaries. Once off -loaded, the trailers will be washed with a water truck, if necessary, to prevent the tracking of biosolids onto the roadways. If any excess dust is created by hauling, roads will be watered.
i) Nuisance Avoidance Measures
To prevent creating any nuisance to the areas surrounding the application sites, several nuisance controls will be taken as part of this plan.
j) Odor Controls
Because the land application of biosolids has the potential for producing odors, restriction have been put in place to minimize the odors. This plan includes the following odor control measures:
a. Biosolids will be stabilized at the wastewater treatment plant. This results in a reduction of volatile solids in the biosolids and produces a less odorous product.
b. Biosolids will be incorporated into the soil. This minimizes the exposure of the biosolids to the air and reduces the release of odors.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 15 c. Buffer zones from sensitive receptors will be met. This allows any odors released from the site to dissipate before reaching the sensitive receptor. d. Trailers will be tarped. This keeps odors from escaping from the trailer during the transportation of the biosolids.
k.) Dust Controls
Dust is the product of typical farming operations. Th e delivery of biosolids can create additional dust to the farming operation. This plan includes the following odor control measures:
a. Dirt roads used by Denali will be watered if excessive dust is produced. b. Buffer zones from sensitive receptors will be met. This keeps the movement of dust off-site to a minimum.
l.) Noise Controls
The delivery and application of biosolids has the potential for creating noise. This plan includes the following noise control measures:
a. Haul routes will be established to avoid residential and noise sensitive areas. b. Biosolids deliveries and operations will be limited today light hours if operation or haul routes are residential areas or sensitive receptors. c. Buffer zones from sensitive receptor will be met. This keeps a distance between operation activity and the sensitive receptors.
m.) Surface Water
To protect surface water from possible degradation, soil erosion and the off-site movement of biosolids must be minimized. The off -site movement of biosolids and soil erosion is minimized by the following actions in Denali’s plan:
a. Buffer zones of 32.8 feet from surface waters are met b. Biosolids add organic materials that help bind soils and help reduce soil erosion
c. Biosolids will meet 40 CFR Part 503 quality standards d. Biosolids are applied at the nitrogen need of the crop
n.) Ground Water
To protect ground water quality, the movement of hazardous amounts of material through the soil must be prevented. This ground water degradation is prevented by the following actions in Denali’s Biosolids Management Plan:
a. Biosolids are applied at the nitrogen need of the crop. Because nitrogen is the most mobile constituent in the biosolids, applying it at rate the crop will
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 16 use ensures that no nitrogen will leach through the soil and affect the groundwater.
b. Biosolids will meet 40 CFR Part 503 quality standards. Also, soil typically adsorbs metals to its particles. Most soils, including those found in California, have a negative charge measured as Cation Exchange Capacity (CEC). Metals are positively charged called catio ns. Once metals enter a soil, they adhere to the soil particles, which prevent the metal from migrating to the groundwater.
c. Buffer zones from active wells, homes and surface waters prevents biosolids from moving into the groundwater by mass movement. d. Ground water depth restrictions are met.
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Denali Water Solutions
Subject:
Biosolids Spill Response Plan Effective Date: August 1, 2019 Approved by:
Nick Thompson
Manager, Fleet and Compliance Last Revision Date: 7/15/19
A copy of this document shall be maintained at all times in all transport vehicles carrying biosolids on behalf of Denali and/or its subsidiaries and be readily available in the event of a spill.
Biosolids Spill Response Plan
Biosolids are non -hazardous and non -toxic. If a spill occurs, there is no need for special equipment or emergency procedures beyond those outlined in this plan. Biosolids are processed solids, primarily organic, that are used for agricultural fertilizers and soil amendments. Biosolids are produced in water reclamation or wastewater treatment plants and transported to farms or to composting facilities.
Biosolids spilled onto pavement pose a potential road hazard because they can create wet, slick conditions for motor vehicles, and/or can obstruct traffic flo w. If biosolids remain on the surface for a sufficient time they could be a source of potential contamination of nearby storm drains, waterways, or ground water. Biosolids should be thoroughly removed so that no significant residues remain to be washed i nto any storm drain or waterway by surface water (rain, runoff, etc.). All spilled biosolids must be returned to the trailer from which they spilled, or be loaded into another appropriate transport vehicle and delivered to an approved location.
GENERAL INFORMATION
Biosolids characteristics are:
a. Solids content: 2% - 95%
b. Consistency: Moist to dry paste or mush up to about 40% solids: dirt-like when solids exceed 45%. Can also be in liquid form.
c. Volatile solids: 40% - 60+% (percentage of total solids) d. pH: 5 – 10, most commonly about 7.5
e. Chemical character: NON-HAZARDOUS - Processed organic residual solids from domestic wastewater treatment facilities, containing nitrogen, phosphorous, trace metals, and some pathogenic organisms.
Transportation
Drivers are required to complete a pre-trip inspection at the beginning of each shift. Pre-trip inspections must be in accordance with Federal Motor Carrier Safety Administration (“FMCSA”) regulations, and include all parts/mechanisms required for safe operation of the vehicle. During the pre-trip inspection and before each load the vehicle and/or trailer must be inspected to ensure that all containment devices are free from defect, sealed, and effective to prevent the accidental release of biosolids. If at any point a driver finds that his vehicle and/or trailer has a defect that prevents the safe operation of the vehicle, or that it is incapable of containing biosolids they must immediately halt all operations of the vehicle until such time that proper repairs have been made.
While carrying biosolids drivers are to remain on approved designated routes. If an alternate route or stop is required, it is the driver’s responsibility to notify his direct supervisor in advance of these changes.
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NO SMOKING shall be permitted while loading, transporting, and/or unloading biosolids. If the driver needs to smoke they must park in a safe and legal location and proceed to a designated smoking area no less than 100 feet from the vehicle containing biosolids.
Drivers should make sure they always have the following safety equipment in/on their vehicle at all times while transporting biosolids:
a. First Aid Kit
b. Reflective triangles and/or traffic cones
c. Fire Extinguisher
d. Barrier device (absorbent material, straw, sock, etc.) e. Push Broom (to sweep up debris and biosolids from roadway) f. Shovel (use to prevent biosolids from draining into waterways / ditches)
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QUICK REFERENCE GUIDE TO BIOSOLIDS SPILL CLEANUP PROCEDURES
INFORMATION ABOUT BIOSOLIDS: Biosolids are the non-hazardous organic material remaining from the wastewater treatment process. The material is h ighly treated, nutrient -rich, mud -like, black/brown in color, organic fertilizing material which is considered Non-hazardous material per EPA and state law.
SAFE HANDLING PRECAUTIONS: You may be exposed to biosolids during loading, unloading and spills through inhalation or ingestion. To prevent this, the following precautions are recommended:
➢ Wear personal protective equipment (PPE)
➢ Leather gloves
➢ Boots (optional, but recommended during
spill cleanup)
➢ Liquid repellant coveralls (optional, but
recommended during spill cleanup)
➢ Wash hands with soap after handling
biosolids
➢ Disinfect and cover cuts
➢ Don’t eat, smoke, or chew around biosolids
MANAGEMENT OF CLEAN UP ACTIVITIES: CALLS TO MAKE IMMEDIATELY AFTER SPILL- Immediately notify your Supervisor. Independent carriers (IC) must also notify the appropriate Denali Project Manager immediately. Then notify highway patrol (911) if spill occurred on public right- of-way. Give location and amount of spill to individual(s) contacted. If the spill occurs on State Highways or Interstates, the state DOT offices will most likely take the lead on providing equipment and crew to clean up the spill, however, check with your Supervisor. If possible, Denali labor and equipment are to be utilized. The Project Manager shall also communicate with the authorities and the public on the scene, answering questions and advising of the cleanup activities.
Required Items for Clean Up Activities
If hauling truck and trailer are not disabled -
1. Minimum of 2 laborers (more depending
on size of spill).
2. Class B, rubber tire front -end loader
(this may not be required if spill is 2
cubic yards or less).
3. Dump truck with sand
4. Shovels
5. Brooms
6. Traffic Cones
7. Absorbent Material
8. Biosolid storage bins with a minimum of
9 Mil thick liners
9. Portable Lighting Device(s)
10. Proper PPE including protective
clothing, rubber gloves, goggles,
chemical respirator(s)
11. Fire Extinguisher
12. First Aid Kit
If hauling truck and/or trailer are disabled -
• Same as above, plus a hauling truck and/or trailer as required.
EVACUATION: All people on scene that are not directly involved in containment and/or cleanup efforts must be evacuated. They should be directed to a safe area up hill and/or up wind of the spill to ensure they do not come into contact with the biosolids . A safety perimeter around the spill must be maintained at all times until cleanup activities are completed and no biosolids are present in that area.
HALT SOURCE OF SPILL: Such as a ruptured container or damaged transport unit. The first Denali representative (whether IC, operator, or manager) at the scene will begin procedures to halt the spill and initiate cleanup activities.
CONTAIN SPILL: Form a barrier. Sufficient quantities of straw shall be used for s uch purposes.
Earthen barriers may be constructed to augment the straw bale containment area. The Project Manager or the person in charge on the spill site will advise the cleanup personnel where to get the straw or other
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items necessary to complete the cleanup operation, i.e. local farmers, farm supply center, nursery, etc.
CLEAN UP: At the spill site, the driver and/or cleanup crew shall perform the following cleanup procedures:
1. Park the hauling truck on the side of the road, if possible.
2. Administer emergency first aid, as appropriate, if personal injuries are encountered.
3. Place traffic cones, reflectors, and/or flares to divert traffic around the spill site.
4. Determine the extent of the spill and take photos of spill and final cleanup.
5. Spread sand over and around biosolids to absorb moisture and prevent movement into storm drains or other waterway inlets.
6. Move biosolids into a pile using shovels and brooms.
7. Using the front-end loader, reload piled biosolids into the hauler's truck (if not disabled) or into another available truck (if the hauler's truck is disabled). If the trailer is disabled, transfer to new trailer. For very small spills (2 cubic yards or less) use of the front-end loader may not be necessary; biosolids can be shoveled into a small-lined container for transport to an approved disposal facility.
8. Final cleanup is by means of shovels and brooms. At no time should any biosolids be hosed down into any storm drains. Do not wash off tools or trucks at the spill location.
9. Cooperate with law enforcement and/or fire department personnel responding to the spill. Inform them of the non-hazardous nature of the spilled material and actions to be carried out according to this plan.
FINAL CLEAN UP: Disposal of spilled biosolids following cleanup shall be as follows:
1. If not disabled, the hauler's truck may proceed to the original destination.
2. Any biosolids that have been loaded into smaller containers are to be returned to the Plant and loaded into the next available trailer or taken to the original destination.
3. Following cleanup and disposal of the spilled biosolids, all equipment used for spill response is to be returned to its originating location for cleaning.
4. The ultimate goal will be to restore the spill area to its original condition, if possible.
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SPILL RESPONSE - NOTIFICATION & RESPONSIBLITIES
Driver - The following assumes the driver is unhurt and is able to contact the Facility’s Spill Response Coordinator (see definition below).
1. The driver will park the truck on the side of the road if possible and place traffic cones and reflectors to divert traffic around the spill.
2. The driver will remain with the truck and spilled material, unless it is necessary to leave temporarily in order to contact the Facility Spill Response Coordinator.
3. The driver will contact the Facility Spill Response Coordinator immediately. The driver will also complete the “Driver’s Vehicle Accident” report form and provide the Spill Response Coordinator with the information on the form to record details of the accident. Be sure to diagram and photograph and describe the accident or spill.
4. The driver will immediately evacuate all people not involved with cleanup/containment to a safe area up hill and/or up wind of the spill to ensure safety.
5. The driver will assist with traffic control and cleanup and will NOT leave the scene of any spill, not even a small one, until it is reported to the Spill Response Coordinator and cleaned up.
Note: Call the Saftey Manager first; then notify the Dispatcher and/or Project Manager; then call 911.
6. If the spill occurs on State Highways or Interstates, then the state DOT office will most likely take the lead on providing equipment and crew to clean up the spill. However, check with your Supervisor.
7. Do not move equipment if its position is helpful to traffic control or containment unless leaving it where it is will create a hazard.
8. While awaiting police and/or cleanup crew, help the other party (or parties), if safely able to do so.
9. Do not give statements or sign anything other than papers presented by a law enforcement officer.
10. In accidents involving a fatality, don’t talk or give any statements until you are represented by an attorney. You have this right by law.
11. Do not admit responsibility or agree to pay for anything.
12. Do not argue responsibility for the accident. Be courteous.
13. Do not speak to media about the incident.
14. Never give the origination or destination of the load except to law enforcement personnel.
15. Contract Hauler Responsibilities - Hauler is required to notify Denali immediately after a spill and upon completion of cleanup of all spills. Hauler is required to complete and forward a copy of the spill response form to Denali.
Cleanup Crew -The cleanup crew will perform the following cleanup procedures:
1. Place traffic cones, reflectors, and/or flares, as appropriate, to divert traffic around the spill site.
2. Spread sand around biosolids to absorb moisture and prevent movement into storm drains or other waterways. Place sandbags at storm drains and other waterway inlets. Clean straw can also be used as an absorbent and temporary drain block.
3. Move biosolids into a pile using shovels and brooms.
4. Using the rubber-tired loader or equivalent, reload piled biosolids into the truck, if it isn’t disabled, or into a replacement truck for hauling to the appropriate destination. For small spills, use of the loader may not be necessary. Biosolids can be shoveled into a truck for transport to the reuse site.
5. Final cleanup is by means of shovels and brooms for small spills and a street sweeper for larger spills. Pick up all accumulations of biosolids. Police the area and pick up all biosolids. Do not hose down or wash significant amounts of biosolids into any storm drain, drainage ditch,
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stream, or other waterway. Do not wash off tools or trucks at the spill location. Follow instructions from the local health official(s) on site at the spill location.
6. Personnel cleaning up a spill must follow basic personal hygiene procedures in handling biosolids.
a. Wear gloves for shoveling, sweeping, or handling biosolids. b. Wash hands (and, as necessary, arms, face, etc.) with waterless anti-bacterial hand cleaner or mild soap and water following spill cleanup and prior to eating or drinking.
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Spill Response Coordinator - The Spill Response Coordinator will normally be the Project Manager(s) for the facility of destination. He/she will notify the state police or local jurisdiction officials, the State Department of Transportation, or any other agencies as appropriate, as well as the customer. The Project Manager will also notify the project area Environmental Manager who will, in turn will notify the County Health Department, EPA or other regulatory agencies.
The Spill Response Coordinator assumes complete responsibility for directing all activities associated with the cleanup of a spill. He/she will:
1. Designate and dispatch a cleanup crew plus necessary equipment to the spill site to cleanup the spill and notify the appropriate agencies.
2. Photograph the spill and final clean up.
3. Inform the producing facility’s contact person of the spill, as well as the project area’s Environmental Manager.
4. Load spilled biosolids back into the haul vehicle, if it is operable. If the vehicle is unable to complete the trip to the delivery destination, load the spilled material into an alternate vehicle.
5. Dispatch another truck and/or trailer to the spill location if the hauling truck and/or trailer is/are disabled.
6. Dispatch some or all of the following to the spill location:
c. Minimum of two-person cleanup crew (more personnel as needed; dependent on size of spill).
d. An appropriate rubber-tired loader or equivalent to pick up spilled material (may not be required for a small spill). Coordinator will have discretion to select the most efficient loading option based on equipment availability and spill size. e. Sand and sandbags and/or fresh small-grain straw (e.g., wheat straw), or alternative absorbents and drain blocking material
f. Street sweeper
g. Additional shovels, brooms, traffic cones and/or flares
7. Oversee and coordinate retrieval of any damaged or disabled transportation equipment involved in the spill.
8. Contact the project area Environmental Manager during the cleanup if any unusual situations arise, or if the Spill Response Coordinator requires special assistance.
9. Provide liaison and coordinate with agencies that may respond to the spill whether expressly notified by Denali Water Solutions or not. Such agencies may include:
h. Highway Patrol or State Police
i. Local (municipal or county) law enforcement
j. Local fire department(s)
k. State Department of Transportation
l. State Department of Fish and Game
m. State Department of Forestry
n. Others as deemed required
10. After cleanup, transport spilled biosolids to the designated use or processing site, whether the original vehicle or a substitute truck / trailer is used.
11. Transport all equipment used for spill response to the destination site, for cleaning after completing cleanup and removal of the spilled biosolids. Truck beds and other equipment should be hosed down at the field or the processing site.
12. The ultimate goal will be to restore the spill area to its original condition, if possible.
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FOLLOW UP NOTIFICATION AND REPORTS
Additional responsibilities of the Spill Response Coordinator require that he/she:
1. Notify the Senior Operations Manager immediately following completion of the spill cleanup, and ensure the load data and spill response section of the “Driver’s Vehicle Accident Report” is completed.
2. Immediate Notification: Denali Water Solutions must notify the affected Plant Superintendent in the event of a spill if 1) someone is seriously injured or killed, 2) if there is a public health concern, 3) if 2 tons or more is spilled or (4) if there is media coverage of the spill.
3. Inspect the site after cleanup and attest to the adequacy of the cleanup. Take necessary photos.
4. Maintain a log of pertinent information about the biosolids spill.
5. Complete a descriptive incident report and forward copies to the Compliance Manager, project area Environmental Manager, and the producing plant’s contact person within 24 hours of any spill.
6. The project area Environmental Manager will complete and transmit the required information to the appropriate regulatory agency, within five (5) days of spills involving entry of biosolids into storm drains (unless other requirements supersede this time-frame) and include the following additional information:
a. Waterways or ground water affected
b. Written confirmation of the previous telephone notifications
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IN CASE OF SEVERE EMERGENCY: DIAL 911
Name Area of Responsibility Phone Number
Bryan Cannon Contract Manager
Mobile: 909-963-9934
Jamie Olivarez Environmental Manager
Mobile: 916-844-5864
Nick Thompson Safety Manager
Office: 479-668-4344
Mobile: 479-970-4650
Justin Larsen Project Manager
Mobile: 316-644-9756
David Vaughn Executive Vice President, West Mobile: 530-635-0083
EMERGENCY CONTACT LIST
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Spill Report Form
Name: ________________________________ Date Completed:________________
Date of Spill:___________________________ Time of Spill: __________________
Hauler Company Name: ______________________________________________________
Driver’s Name: _____________________________________________________________
Truck License #:_________________________ Trailer License #: _______________
Load Origination: _______________________ Load #: _______________________
Location of Spill: ___________________________________________________________
_________________________________________________________________________
Cause of Spill: _____________________________________________________________
_________________________________________________________________________
Quantity of Biosolids Spilled:__________________________________________________
Tractor and Trailer Condition: _________________________________________________
Weather Conditions: _________________________________________________________
Did an accident occur? Yes or No
If Yes, Explain Damage: ______________________________________________________
_________________________________________________________________________
Explain Injuries: ____________________________________________________________
_________________________________________________________________________
________________________________ ______________________________ Signature Date
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Contractor: Denali Water Solutions, LLC
December 2022
Exhibit C: Compensation
1. Maximum Compensation: The amount of compensation provided for in this Exhibit C is the full, entire, and complete compensation due to Contractor for all costs necessary to provide all Services required by the Agreement in the manner and at the times prescribed and to cover all costs for complying with the terms of the Agreement, including but not limited to the payment of wages to all employees providing services to the City whether it is an employee of Contractor or a subcontractor in accordance with Exhibit F. The City will pay Contractor up to a total of $18,400,000.00 for work performed under this Agreement.
2. Base Rates and Compensation to Contractor: The payment for tasks will be as follows.
a. Task 1: During the startup and commissioning of the Dewatering Facility, the City will pay Contractor an amount equal to $101.00 per wet ton (“Task 1 Base Rate”) multiplied by the wet tons of dewatered biosolids loaded at the RWF’s Dewatering Facility and subsequently transported and beneficially used by Contractor in accordance with Exhibit B. The Task 1 Base Rate accounts for the variability in the amount of dewatered biosolids provided by the City to Contractor, schedule for pickups, and wait times at the Dewatering Facility due to the nature of the Dewatering Facility’s startup and commissioning activities. The Task 1 Base Rate multiplied by the wet tons of dewatered biosolids loaded by Contractor will be the full and total compensation for dewatered biosolids that meet the characteristics specified in Table 1 of Exhibit B provided by City to Contractor for Task 1 and will not be subject to adjustment except for the annual adjustment to the Base Rate described in Section 3 of this Exhibit C.
b. Task 2: During full operations of the Dewatering Facility, the City will pay Contractor an amount of equal to $89.70 per wet ton (“Task 2 Base Rate”) multiplied by the wet tons of dewatered biosolids loaded at the RWF’s Dewatering Facility and subsequently transported and beneficially used by Contractor in accordance with Exhibit B. The number of wet tons provided to the Contractor will be up to thirty-five percent (35%) of the annual amount of dewatered biosolids produced at the RWF’s Dewatering Facility (“Contractor’s Percent Share”). The Task 2 Base Rate multiplied by the wet tons of dewatered biosolids loaded by Contractor will be the full and total compensation for dewatered biosolids that meet the characteristics specified in Table 1 of Exhibit B provided by City to Contractor for Task 2 and will not be subject to adjustment except for the annual adjustment to the Base Rate described in Section 3 of this Exhibit C and for any demurrage charges as described in Section 4 of this Exhibit C.
3. Annual Adjustment to Rates: The Task 1 Base Rate, Task 2 Base Rate, and Landfilling Rate (as hereinafter defined in Exhibit C) (sometimes referred to
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
individually as “Rate” or collectively as “Rates”) will be adjusted upward or downward on January 1 of each year beginning January 1, 2024. The Task 1 Base Rate, Task 2 Base Rate, and Landfilling Rate may be increased or decreased only by the calculated adjustment factor (“Adjustment Factor”).
a. Adjustment Factor: The Adjustment Factor will be calculated as follows:
Adjustment Factor = ((Percent 1) X Net Annual Change in CPI) + ((Percent 2) X Net Annual Change in DPI) where:
Percent 1 = 70 percent of the Adjustment Factor attributable to the annual change in the CPI calculated for the two preceding years, expressed as a decimal
CPI = Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco – Oakland – Hayward, CA Area (All Items)
Percent 2 = 30 percent of The Adjustment Factor attributable to the annual change in the DPI calculated for the two preceding years, expressed as a decimal
DPI = Producer Price Index for No. 2 Diesel Fuel (Series ID: WPU057303)
The CPI and DPI values will be as published by the United States Department of Labor, Bureau of Labor Statistics, or its successor. Any successor index used will be the one most closely equivalent to the discontinued index as recommended by the United States Department of Labor, Bureau of Labor Statistics. Index values used in these calculations will not be revised in the event an originally published index value is subsequently adjusted by the Department of Labor.
The Net Annual Change to the CPI and DPI indices will be calculated by the following formula and will be truncated at ten (10) decimal places.
Net Annual Change = V(i)-V(i-1) where:
V(i-1)
V(i) = Average Annual Value for Year i (the year immediately preceding the year in which the adjustment becomes effective) calculated by averaging the monthly or bimonthly index values for that year
V(i-1) = Average Annual Value for the year immediately preceding Year i calculated by averaging the monthly or bimonthly index values for that year
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
b. Adjusted Rate: The adjusted rate (“Adjusted Rate”) will be calculated as follows:
Adjusted Rate = (1+ Adjustment Factor expressed as a decimal) X Rate
The Adjusted Rate calculation shall be applied separately to the Task 1 Base Rate, Task 2 Base Rate, and Landfilling Rate to determine the Adjusted Rate for each. A sample calculation is provided in Exhibit C-1.
c. Contractor’s Rate Adjustment Statement: No later than February 1 of each year or as soon as possible thereafter if there is a delay in the publishing of the December indices, Contractor must submit a Rate Adjustment Statement setting out the following information for City approval.
i. The index values for each index (CPI and DPI) for each month published for the year immediately preceding the adjustment (Year i).
For example, for an Adjusted Rate effective on January 1, 2025, the index values would be for each month (January through December) in 2024.
ii. The index values for each index for each month published for the year preceding Year i (Year i-1). For example, for an Adjusted Rate effective on January 1, 2025, the index values would be for each month (January through December) in 2023.
iii. The Average Annual Value for Year i and Year i-1 for CPI and DPI calculated by averaging the monthly or bimonthly values for each index for each respective year.
iv. The Net Annual Change in each index calculated using the Average Annual Values of each index for Year i and Year i-1.
v. The Adjustment Factor based on the Net Annual Change in CPI multiplied by Percent 1 plus the Net Annual Change in DPI multiplied by Percent 2.
vi. The Adjusted Rate resulting from application of the Adjustment Factor to the Task 1 Base Rate, Task 2 Base Rate, and Landfilling Rate.
In the event the Contractor fails to submit an accurate and correctly calculated Rate Adjustment Statement, the City will determine the new Adjusted Rate for the Task 1 Base Rate, Task 2 Base Rate, and Landfilling Rate by March 1 of each year or as soon as possible thereafter if there is a delay in the publishing of the December indices. If Contractor disagrees with any Adjusted Rate determined by the City, Contractor may notify the City in accordance with Exhibit E.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
d. Application of each Adjusted Rate: Contractor will apply each Adjusted Rate beginning with Contractor’s invoice for services provided during the month of January of the year during which the adjustment will take effect.
Thereafter, the Rates will be fixed until the next rate adjustment is calculated and approved by the City. If published indices are not available for Contractor’s initial invoices during the year the adjustment takes effect, Contractor will retroactively invoice the difference.
Adjustments to each Rate will only be made in units of one cent ($0.01).
Fractions less than one cent ($0.01) will not be considered.
4. Demurrage: Contractor may be entitled to additional compensation for demurrage provided that Contractor can demonstrate that a driver was delayed by the City or other City contractors such that from the time entering the Dewatering Facility site to the time exiting the loadout structure totaled more than 60 minutes up to a maximum of three (3) hours. Contractor shall provide documentation describing delay, along with its invoice, supporting its assertion that demurrage is owed by the City. The City, at its sole reasonable discretion, will determine if Contractor has sufficiently supported its assertion that demurrage is owed by the City. The demurrage fee will be $125.00. The fee will not be subject to annual adjustment.
5. Landfilling: In the event of an emergency and the City directs Contractor to take the RWF’s dewatered biosolids to a landfill, the City will pay Contractor $0.50 for each ton of dewatered biosolids delivered and one-way mile traveled from the RWF’s Dewatering Facility to the landfill (“Landfilling Rate”). The Landfilling Rate will be subject to annual adjustment in accordance with Section 3 of this Exhibit C. The City will also reimburse Contractor for the disposal charges assessed to Contractor by the landfill for the disposal of the RWF’s dewatered biosolids as documented by the landfill’s invoice. No other payments for fuel, vehicle maintenance, vehicle use/depreciation, labor, insurance, overhead, profit, or other costs will be made to Contractor.
For example, if the City directs and Contractor delivers 60.75 tons of the RWF’s dewatered biosolids to a landfill that is 41.5 miles away from the RWF’s Dewatering Facility, the City will pay Contractor a total of $1,260.56 and reimburse Contractor for the disposal charges assessed to Contractor by the landfill for the disposal of the RWF’s dewatered biosolids.
6. Taxes and Charges: Contractor shall be responsible for the payment of all taxes, fees, contributions, and charges applicable to the conduct of Contractor’s business.
7. Invoices:
a. Preparation of Invoices: Contractor shall prepare and submit an invoice no later than the tenth (10th) day of each month following the month such
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
services were rendered. All supporting documentation, including but not limited to the tonnage report required by Exhibit B, shall be provided with the invoice.
b. City Review: The City shall review the monthly invoice prepared by the Contractor within fourteen (14) calendar days of receipt and will notify Contractor of any discrepancies or deficiencies in the invoice. Contractor may dispute City’s invoice determinations following the procedures in Exhibit E. In the event the City disputes, in good faith, any amount of the invoice or in the event the City has determined that Section 11.7 of Exhibit A applies, the City shall notify Contractor within fourteen (14) calendar days of receipt of any invoice; provided, however, that the City shall pay any undisputed portion of the invoice within the time for payment noted in subsection 7.c below.
c. Payments to Contractor: Except as otherwise provided in this Agreement, the City shall make payments to Contractor within thirty (30) calendar days of City’s receipt of Contractor’s invoice for undisputed amounts.
d. Late Payments to Contractor: Any undisputed amount that is not paid within sixty (60) calendar days shall be subject to late payment interest on the undisputed amount equal to the lesser of (i) 1.5% per month or (ii) the maximum rate allowed by law from the date due until the date paid.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit C-1: Sample Calculation for Base Rate Adjustment
This sample calculation of a base rate adjustment assumes a new rate would take effect January 1, 2021. It also assumes the 2020 Base Rate is $80.00 per ton of dewatered biosolids, and that 70% and 20% of the Base Rate is related to general inflation and diesel fuel costs, respectively. These assumptions are subject to change.
STEP 1: Determine CPI and DPI Index Values for 2019 and 2020
1A. Lookup the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco—Oakland—Hayward, CA Area (All Items) on the United States Department of Labor, Bureau of Labor Statistics’ website (https://data.bls.gov/PDQWeb/cw).
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
1B. Lookup the Producer Price Index for No. 2 Diesel Fuel (Series ID: WPU057303) on the United States Department of Labor, Bureau of Labor Statistics’ website (https://data.bls.gov/PDQWeb/wp).
STEP 2: Calculate the Change in CPI and DPI from 2019 to 2020
2A. Calculate the Average Annual Value for each index (CPI and DPI) for the year prior to the adjustment (V(2020)) and the preceding year (V(2019)).
CPI
V(2020) = (292.010 + 290.304 + 292.420 + 293.062 + 294.442 + 295.687) / 6 V(2020) = 292.9875
V(2019) = (284.758 + 288.266 + 288.581 + 288.514 + 291.707 + 289.456) / 6 V(2019) = 288.547
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
DPI
V(2020) = (214.5 + 193.3 + 169.7 + 123.6 + 108.3 + 137.8 + 179.2 + 191.0 + 177.5 + 187.3 + 201.1 + 224.6) / 12
V(2020) = 175.65833
V(2019) = (201.1 + 218.3 + 239.3 + 237.7 + 235.0 + 204.4 + 220.0 + 207.2 + 218.4 + 220.5 + 223.1 + 231.1) / 12
V(2019) = 221.34167
2B. Calculate the Net Annual Change for each index (CPI and DPI) between 2019 and 2020 using the Average Annual Value for each year.
Net Annual Change = ((V(2020) – V(2019)) / V(2019)
Net Annual Change in CPI
= (292.9875 – 288.547) / 288.547
= 0.0153892
Net Annual Change in DPI
= (175.65833 – 221.34167) / 221.34167
= -0.206392859
STEP 3: Calculate the Adjustment Factor
Calculate the Adjustment Factor using the Net Annual Change for each index (CPI and DPI).
Adjustment Factor = ((Percent 1) X Net Annual Change in CPI) + ((Percent 2) X Net Annual Change in DPI)
= (0.7 X 0.0153892) + (0.2 X -0.206392859)
= 0.01077244 – 0.04127857
= -0.03050613
STEP 4: Calculate the Base Rate for 2021 Using the Adjustment Factor
Calculate the new rate for 2021 using the Adjustment Factor.
Adjusted Base Rate = (1 + Adjustment Factor) x 2020 Base Rate = (1 + -0.03050613) X $80/ton
= $77.56/ton
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit D: Administrative Charges
1. Administrative Charges: Contractor has the duty to perform services under this Agreement in such a manner that meets the requirements in the Agreement.
Contractor and City agree that Contractor’s failure to provide services set forth in the Agreement in accordance with the requirements will cause the City damage but that the amount of damages for certain types of failure will be impractical or difficult to determine. Therefore, the parties agree that the City will have the right to assess an administrative charge against Contractor and may deduct such charge from any monies due or which may become due to Contractor in the following amounts.
Administrative charges will not be subject to adjustment.
1. Failure to pick up biosolids on the scheduled day without providing the City’s Contract Manager prior written notice in accordance with Section 22 of Exhibit A or failure to
provide written notice in accordance with Section 22 of Exhibit A within three (3) hours of any reportable event as required by Task 2.1 and Task 2.4 of Exhibit B.
$2,500 per incident
2. Failure to deliver trucks with empty and clean containers— free from dirt, biosolids, and other materials—to the
Dewatering Facility site.
$1,000 per incident
3. Failure of truck driver to provide form of identification upon arrival at the Dewatering Facility site.
$250 per incident
4. Failure to properly cover a container loaded with the RWF’s biosolids prior to leaving the Dewatering Facility site. $500 per incident
5. Failure to cleanup spill caused by Contractor during loading at the Dewatering Facility site.
$1,000 per incident
6. Failure to clean truck, container, or tires prior to leaving the Dewatering Facility site resulting in the tracking of biosolids around the Dewatering Facility site and/or onto public
roadways.
$250 per incident
7. Failure to submit an annual report within 20 calendar days of the end of the calendar year.
$1,000 per day
8. Use of a subcontractor or site that is not approved by the City.
$3,000 per truck load
delivered by an
unapproved
subcontractor
AND
$3,000 per truck load
delivered to an
unapproved site
2. Procedure for Review of Administrative Charges: The City’s Contract Manager may assess administrative charges pursuant to this Exhibit D. If administrative charges are applicable, the City’s Contract Manager will issue a written notice to
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Contractor of the administrative charges assessed with supporting documentation (“Notice of Assessment”). The City may, subject to the review process described below, withhold any administrative charges from Contractor’s invoice following the Notice of Assessment.
The administrative charges assessment shall become final unless, within fourteen (14) calendar days of the date of the Notice of Assessment, Contractor provides a written request for a meeting with the Director of Environmental Services (“Director”) to present evidence that the assessment should not be made.
The City’s Contract Manager shall schedule a meeting between Contractor and the Director or the Director’s designee as soon as reasonably possible after timely receipt of Contractor’s request.
The Director or the Director’s designee shall review Contractor’s evidence and render a decision sustaining or reversing the administrative charges as soon as reasonably possible after the meeting. Written notice of the Director’s or Director’s designee’s decision shall be provided to Contractor.
In the event Contractor does not submit a timely written request for a meeting as set forth above, the City’s Contract Manager determination shall be final, and the City may deduct the administrative charges from amounts otherwise due to Contractor.
The City’s assessment or collection of administrative charges shall not prevent the City from exercising any other right or remedy, including the right to terminate this Agreement, for Contractor’s failure to perform the work and services in the manner set forth in the Agreement.
3. Application of Administrative Charges: In the determination of the total administrative charges imposed during a calendar year, the administrative charge will be deemed imposed in the calendar year in which the event giving rise to the administrative charge occurred. However, the administrative charge will not be deemed effective until the Procedure for Review of Administrative Charges set forth in Section 2 of this Exhibit D has been completed or the time for initiating review has lapsed, whichever occurs later.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit E: Claims and Dispute Resolution
Intent of Procedures: The early identification and resolution of Claims benefits all parties and advances successful completion of the service. Knowing about potential Claims and Claims before the Contractor performs disputed service and having documentation from the Contractor concerning a dispute as service is being performed, is critical for the City to make informed decisions impacting the Agreement’s compensation and schedule.
I. Required Claims Procedures
A. Scope of Application: This Section sets forth the requirements for handling all Claims except the following:
1. A Claim by the City,
2. A dispute respecting a stop notice,
3. A dispute respecting a penalty for a forfeiture prescribed by statute or regulation that a government agency is specifically authorized to administer, settle, or determine, or
4. A dispute respecting personal injury, death, reimbursement, or other compensation arising out of or resulting from property damage, personal injury, or death.
B. Survives Termination: The requirements in this Section survive the expiration or earlier termination of this Agreement.
II. Notice of Potential Claim
A. Time for Submitting: The Contractor must submit a Notice of Potential Claim to the City within thirty (30) calendar days of the event, activity, occurrence, or other cause giving rise to a potential Claim.
B. Contents: A Notice of Potential Claim must include each of the following:
1. A description of the nature of, and circumstances giving rise to, the potential Claim;
2. The reason(s) the Contractor believes it may be due additional compensation and/or time to perform; and
3. A good faith estimate of the cost and/or time impact to which Contractor believes it may be entitled based on information reasonably available at the time the Contractor submits the Notice.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
C. Waiver of Rights: The Contractor’s failure to submit a timely and proper Notice of Potential Claim is a waiver of its right to seek an adjustment of the compensation and time to perform based on any event, activity, occurrence, or other cause giving rise to a potential Claim.
III. Submission of Contract Claim
A. The Contractor must submit a Claim to the City on or before forty-five (45) calendar days of submitting the Notice of Potential Claim if:
1. The Contractor and City do not resolve the Notice of Potential Claim, and
2. The Contractor wishes to preserve its right to pursue the Claim.
B. The Contractor’s failure to submit a timely and proper Claim conforming to the requirements of this Subsection is:
1. A waiver by the Contractor of any adjustment of the compensation and time to perform based on the event, activity, occurrence, or other cause underlying the Notice of Potential Claim, and
2. A failure by the Contractor to exhaust its administrative remedies.
C. The Claim must include a certification executed under penalty of perjury by a person who is legally authorized to act on the Contractor's behalf.
The certification must read as follows:
“I, ____________, being the ______________ of ____________, Name Title Contractor’s Name
Declare under penalty of perjury under the laws of the State of California, and do personally certify and attest as follows: (1) I have thoroughly reviewed the attached Claim for additional compensation and/or extension of time and know its contents, (2) the Claim is made in good faith, (3) the data submitted by the Contractor in support of the Claim is truthful and accurate, (4) the amount of compensation and/or time requested in the Claim accurately reflects the Contract adjustment for which the Contractor believes the City is liable, (5) I am familiar with California Penal Code Section 72 and California Government Code 12650 et seq pertaining to false claims, and (6) I know and understand that the submission or certification of a false Claim may lead to fines, imprisonment, and/or other severe legal consequences.”
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
D. In addition to the required certification, the Claim must include a detailed analysis that the Contractor believes demonstrates the merits of its Claim.
1. The analysis must reference the specific provision(s) of the Agreement and any other document(s) the Contractor believes support(s) its Claim.
2. The Contractor must attach to the Claim copies of all documents referenced in the analysis.
3. The Claim must include all documents and information that reasonably support the Claim and are reasonably available to the Contractor at the time it submits the Claim. The failure to comply with this requirement might preclude the Contractor from later pursuing the Claim.
E. The Contractor must prepare all cost information submitted in its Claim in accordance with generally accepted accounting principles. The cost information must be in sufficient detail to enable the City to reasonably evaluate the merits of the Claim. The City has the right to audit Contractor's costs if the City considers the costs excessive, questionable, or unsupported.
F. The Contractor acknowledges and agrees that if it submits a false claim, on behalf of itself or a Subcontractor, the Contractor may be subject to civil penalties, damages, debarment, and criminal prosecution in accordance with local, state, and federal statutes.
IV. City Review of Claims
A. The City will review timely, certified, and properly documented Claims that conform to the requirements of this Exhibit E.
B. The City will respond, in writing, to a Claim within forty-five (45) calendar days of receipt of such Claim. If the City does not respond to a Claim within forty-five (45) calendar days, the Claim is deemed denied in its entirety.
C. A written response to a Claim by the City may do any of the following.
1. The City can grant the Claim, in whole or in part.
2. The City can deny the Claim, in whole or in part, with a written explanation of the denial.
3. The City can request, in writing, more time to consider the Claim.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
4. The City can request, in writing, additional information and clarification of the Claim. As part of such a request, the City may request additional time to consider the Claim.
V. Dispute Resolution
A. Following the City’s rejection of any Claim(s), the Contractor may, in the Contractor’s discretion, request to engage in the dispute resolution.
B. The Contractor may request the parties meet with a trained, neutral facilitator to reach a mutually agreeable resolution of the disputed Claim(s). Facilitated dispute resolution will be informal and non-binding, with each party having an opportunity to present its position and supporting information. Recommendations resulting from facilitated dispute resolution are not admissible in court in any subsequent litigation.
The City and Contractor will mutually agree on the scheduling of facilitated dispute resolution and the selection of a person to act as the facilitator.
The City and Contractor agree to share equally the costs of facilitated dispute resolution.
C. The Contractor waives its right to engage in the dispute resolution process if it fails to request such dispute resolution within thirty (30) calendar days of the City’s final response to the Claim(s) or of the City’s automatic rejection of the Claim(s).
VI. Litigation/Government Code Claim
A. For purposes of this Section, the phrase “Claims Compliance Requirements” refers collectively to the requirements of Notice of Potential Claim, and Submission of Contract Claim.
B. All unresolved disputes will be resolved by litigation as provided herein.
There is no arbitration of disputes.
C. Contractor’s strict compliance with the Claims Compliance Requirements is a condition precedent to the Contractor’s right to file a Government Code Claim under California Government Code Section 900, et seq. and to otherwise commence litigation against the City for disputes arising under this Agreement.
1. Disputes not timely raised and properly documented in conformance with the Claims Compliance Requirements are deemed waived by the Contractor and may not be asserted in a Government Code Claim, subsequent litigation, or legal action.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
2. By choosing to participate in the procurement of this Agreement and by executing this Agreement, Contractor waives all claims or defenses of waiver, estoppel, release, bar, or any other type of excuse of non-compliance with the Claims Compliance
Requirements.
D. An action at law against the City arising out of this Agreement accrues under whichever of the following times is applicable:
1. On the effective date of a termination for cause under Section 21.2 of Exhibit A,
2. If the Contractor elects to participate in dispute resolution in accordance with this Exhibit E, at the conclusion of that process, or
3. If the Contractor does not elect to participate in dispute resolution, upon the City’s express or automatic rejection of the Claims in whole or in part.
E. Contractor’s compliance with the requirements of the Claims Compliance Requirements, and the Contractor’s election to participate in dispute resolution in accordance with this Exhibit E, operates to toll the Contractor’s compliance with the time requirement for submitting a Government Code Claim under California Government Code section 900, et seq.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit F: Labor Compliance Addendum
AGREEMENT TITLE: Dewatered Biosolids Transportation and Beneficial Use Services Agreement
CONTRACTOR
Name and Address:
Denali Water Solutions, LLC
3308 Bernice Avenue
Russellville, AR 72802
By executing this Addendum, Contractor acknowledges and agrees that the work performed pursuant to the above referenced Agreement, including all renewals and extensions, is subject to all applicable provisions.
Payment of Minimum Compensation to Employees. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate and/or Living Wage Rate as indicated in Exhibit F-1 titled “City of San José Classification Determination.”
A. Prevailing Wage Requirements. California Labor Code and/ or Resolutions of the San José City Council require the payment of not less than the general prevailing rate of per diem wages and rates for holiday and overtime and adherence to all labor standards and regulations. The General Prevailing Wage Rates may be adjusted throughout the term of this Agreement. Notwithstanding any other provision of this Agreement, Contractor shall not be entitled to any adjustment in compensation rates in the event there are adjustments to the General Prevailing Wage Rates.
B. Living Wage Requirements. Any person employed by Contractor or subcontractor or City financial recipient or any sub recipient whose compensation is attributable to the City’s financial assistance, who meets the following requirements is considered a covered employee. The employee: 1) is not a person who provides volunteer services, that are uncompensated except for reimbursement of expenses such as meals, parking or transportation; 2) spends at least half of his or her time on work for the City; 3) is at least eighteen (18) years of age; and 4) is not in training for the period of training specified under training standards approved by the City.
C. Reports. Contractor shall file a completed and executed copy of this Addendum with the Department of Finance/Purchasing Division. Upon award the Department of Finance/Purchasing Division shall provide the contractor with compliance documents to be completed and returned (with supporting documentation) to the Office of Equality Assurance. These documents must be returned within 10 calendar days of receipt. Contractor shall not perform on site work on this contract until labor compliance documents are filed. Contractor shall also report additional information, including certified payrolls, as requested by Director of Equality Assurance to assure adherence to the Policy.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
D. Coexistence with Any Other Employee Rights. These provisions shall not be construed to limit an employee’s ability to bring any legal action for violation of any rights of the employee.
E. Audit Rights. All records or documents required to be kept pursuant to this Agreement to verify compliance with the Wage Requirement shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be available at Contractor’s address indicated for receipt of notices in this Contract.
F. Enforcement.
1. General. Contractor acknowledges it has read and understands that, pursuant to the terms and conditions of this Agreement, it is required to comply with the Wage Requirement and to submit certain documentation to the City establishing its compliance with such requirement. (“Documentation Provision.”) Contractor further acknowledges the City has determined that the Wage Requirement promotes each of the following (collectively “Goals”):
a. It protects City job opportunities and stimulates the City’s economy by reducing the incentive to recruit and pay a substandard wage to labor from distant, cheap-labor areas.
b. It benefits the public through the superior efficiency of well-paid employees, whereas the payment of inadequate compensation tends to negatively affect the quality of services to the City by fostering high turnover and instability in the workplace.
c. Paying workers a wage that enables them not to live in poverty is beneficial to the health and welfare of all citizens of San José because it increases the ability of such workers to attain sustenance, decreases the amount of poverty and reduces the amount of taxpayer funded social services in San José.
d. It increases competition by promoting a more level playing field among contractors with regard to the wages paid to workers.
2. Remedies for Contractor’s Breach of Prevailing Wage/Living Wage Provisions.
a. WITHHOLDING OF PAYMENT: Contractor agrees that the Documentation Provision is critical to the City’s ability to monitor Contractor’s compliance
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
with the Wage Requirement and to ultimately achieve the Goals. Contractor further agrees its breach of the Documentation Provision results in the need for additional enforcement action to verify compliance with the Wage Requirement. In light of the critical importance of the Documentation Provision, the City and Contractor agree that Contractor’s compliance with this Provision, as well as the Wage Requirement, is an express condition of City’s obligation to make each payment due to the Contractor pursuant to this Agreement. THE CITY IS NOT OBLIGATED TO MAKE ANY
PAYMENT DUE THE CONTRACTOR UNTIL CONTRACTOR HAS
PERFORMED ALL OF ITS OBLIGATIONS UNDER THESE PROVISIONS.
THIS PROVISION MEANS THAT CITY CAN WITHOLD ALL OR PART OF
A PAYMENT TO CONTRACTOR UNTIL ALL REQUIRED
DOCUMENTATION IS SUBMITTED. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of the Wage Requirement or the Documentation Provision.
b. RESTITUTION: Require the employer to pay any amounts underpaid in violation of the required payments and City’s administrative costs and liquidated damages and, in the case of financial assistance, to refund any sums disbursed by the City.
c. SUSPENSION OR TERMINATION: Suspend and/or terminate Agreement for cause.
d. DEBARMENT: Debar Contractor or subcontractor from future City contracts and/or deem the recipient ineligible for future financial assistance.
e. LIQUIDATED DAMAGES FOR BREACH OF WAGE PROVISION:
Contractor agrees its breach of the Wage Requirement would cause the City damage by undermining the Goals, and City’s damage would not be remedied by Contractor’s payment of restitution to the workers who were paid a substandard wage. Contractor further agrees that such damage would increase the greater the number of employees not paid the applicable prevailing wage and the longer the amount of time over which such wages were not paid. The City and Contractor mutually agree that making a precise determination of the amount of City’s damages as a result of Contractor’s breach of the Wage Requirement would be impracticable and/or extremely difficult. THEREFORE, THE PARTIES AGREE THAT, IN THE EVENT OF
SUCH A BREACH, CONTRACTOR SHALL PAY TO THE CITY AS
LIQUIDATED DAMAGES THE SUM OF THREE (3) TIMES THE
DIFFERENCE BETWEEN THE ACTUAL AMOUNT OF WAGES PAID AND
THE AMOUNT OF WAGES THAT SHOULD HAVE BEEN PAID.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
City
By_______________________________
Name:
Title:
Date: ____________________________
Contractor
By______________________________
Name: David Vaughn
Title: Executive Vice President
Date: ___________________________
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit F-1: City of San José Classification Determination
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit G: Insurance Requirements
Contractor agrees to procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. The cost of such insurance must be included in the Contractor’s proposal.
I. Minimum Scope of Insurance
Coverage must be at least as broad as:
1. The coverage provided by Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001) including products and completed operations; and
2. The coverage provided by Insurance Services Office form number CA 0001 covering Automobile Liability. Coverage must be included for all owned, non-owned and hired automobiles; and
3. Workers’ Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance; and
4. Contractor’s Pollution Liability Insurance, including coverage for all operations and completed operations.
There may be no endorsement reducing the scope of coverage required above unless approved by the City’s Risk Manager.
II. Minimum Limits of Insurance
Contractor must maintain limits no less than:
1. Commercial General Liability: $5,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit applies separately to this project/location or the general aggregate limit will be twice the required occurrence limit. The policy may not contain exclusions for property damage from explosion, collapse or underground hazard, or inadvertent construction defects.
2. Automobile Liability: $5,000,000 combined single limit per accident for bodily injury and property damage.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
3. Workers’ Compensation and Employers Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident.
4. Contractor’s Pollution Liability: $2,000,000 each occurrence/aggregate limit.
Any limits requirement may be met with any combination of primary and excess coverage so long as the excess coverage is written on a "follow form" or umbrella basis.
III. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to, and approved by, the City.
IV. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability, Automobile Liability, and Contractor’s Pollution Liability Coverages
a. The City, its officials, employees, agents, and contractors are to be covered as additional insureds as respects: liability arising out of activities performed by, or on behalf of, the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. The coverage may not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents, and contractors.
b. The Contractor’s insurance coverage is the primary insurance as respects the City, its officials, employees, agents, and contractors.
Any insurance or self-insurance maintained by the City, its officials, employees, agents, or contractors must be excess of the contractor’s insurance and may not contribute with it.
c. Any failure to comply with reporting provisions of the policies may not affect coverage provided to the City, its officials, employees, agents, or contractors.
d. Coverage must state that the Contractor’s insurance will 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.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
e. Coverage must contain a waiver of subrogation in favor of the City, its officials, employees, agents, and contractors.
2. Workers’ Compensation and Employers’ Liability
Coverage must contain a waiver of subrogation in favor of the City, its officials, employees, agents, and contractors.
3. All Coverages
Each insurance policy required by this clause must be endorsed to state that coverage may not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) calendar days prior written notice has been given to the City; except that ten (10) calendar days prior written notice will apply in the event of cancellation for non-payment of premium.
V. Acceptability of Insurance
Insurance is to be placed with insurers acceptable to the City’s Risk Manager.
VI. Verification of Coverage
Contractor must furnish the City with certificates of insurance and endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
Copies of all the required ENDORSEMENTS must be attached to the CERTIFICATE OF INSURANCE to be provided by the Contractor’s insurance company as evidence of the stipulated coverages.
Proof of insurance must be emailed in pdf format to [email protected].
City of San José – Finance Department
Risk & Insurance
200 East Santa Clara St., 14th Floor
San José, CA 95113-1905
VII. Subcontractors
Contractor must include all subcontractors as insureds under its policies or obtain separate certificates and endorsements for each subcontractor.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit H: Form of Payment and Performance Bonds
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Whereas, the Obligee has agreed to accept this Bond, this Bond shall be effective for the definite period of ________to________. The Bond may be extended, at the sole option of the Surety, by continuation certificate for additional periods from the expiry date hereof. However, neither: (a) the Surety’s decision not to issue a continuation certificate, nor (b) the failure or inability of the Principal to file a replacement bond or other security in the event the Surety exercises its right to not renew shall itself constitute a loss to the Obligee recoverable under this Bond or any extension thereof. Regardless of the number of years this Bond is in force or the number of continuation certificates issued, the liability of the Surety shall not be cumulative in amounts from period to period and shall in no event exceed the amount set forth above, or as amended by rider.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Whereas, the Obligee has agreed to accept this Bond, this Bond shall be effective for the definite period of ________to________. The Bond may be extended, at the sole option of the Surety, by continuation certificate for additional periods from the expiry date hereof. However, neither: (a) the Surety’s decision not to issue a continuation certificate, nor (b) the failure or inability of the Principal to file a replacement bond or other security in the event the Surety exercises its right to not renew shall itself constitute a loss to the Obligee recoverable under this Bond or any extension thereof. Regardless of the number of years this Bond is in force or the number of continuation certificates issued, the liability of the Surety shall not be cumulative in amounts from period to period and shall in no event exceed the amount set forth above, or as amended by rider.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Contractor: Denali Water Solutions, LLC
December 2022
Exhibit I: Notice of Exercise of Option
AGREEMENT TITLE
and DATE:
CONTRACTOR
Name and Address:
DATE OF OPTION:
(date the notice is sent must be consistent with the time for exercise set forth in Agreement)
Pursuant to Section 3 of the Agreement referenced above, the City of San José hereby exercises its option to extend the term under the following provisions.
OPTION NO.
NE
W OPTION TERM
Begin date:
End date:
MAX
IMUM COMPENSATION
for New Option Term:
F
or the option term exercised by this Notice, City may not pay Contractor an amount that exceeds the amount set forth above for Contractor’s Services and reimbursable expenses, if any. The undersigned signing on behalf of the City of San José hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.
CITY OF SAN JOSE
a municipal corporation
By________________________________
Name:
Title:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.