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AMENDMENT NO. 2
AGREEMENT FOR OPERATIONAL MANAGEMENT OF THE
CITY OF SANTA MARIA GREEN WASTE COLLECTION PROGRAM
This Amendment No. 2 to Agreement for Operational Management is made and entered into as of January 1, 202 5 (the "Effective Date”) by and between Engel and Gray, Inc., a California Corporation (“ Contractor”), and the City of Santa Maria , a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, on January 7, 2013, the City and the Contractor entered into an Agreement for Operational Management of the City of Santa Maria Green Waste Collection Program (the “2013 Agreement”); and
WHEREAS, on April 1, 2020, the City and the Contractor entered into an amendment to update the fee schedule as provided in E xhibit “D” and insurance requirements as provided in Exhibit “E” (that “Amendment No. 1); and
WHEREAS, the City and the Contractor now wish to amend the 2013 Agreement and Amendment No. 1 to modify the terms as further outlined herein; and
WHEREAS, the Contractor is qualified, willing, and able to continue to perform the work required by the City, as an amendment to both the 2013 Agreement and Amendment No. 1.
NOW, THEREFORE, IT IS AGREED:
1. R
ecitals true.
The above recitals are true.
2. A mendments .
a. Section 1.02 SERVICES TO BE PERFORMED BY CONTRACTOR shall hereby be substituted in its entirety as follows:
i. 1. 02 SERVICES TO BE PERFORMED BY CONTRACTOR.
Contractor shall supply all labor, and equipment to effectively perform the scope of services as out lined herein and further described in Exhibit “A-2”, attached and incorporated.
It is agreed and understood that , as of the Effective Date of this Amendment No. 2, Exhibit “A -2” shall cancel, supersede, and terminate Exhibit “A ” of the 2013 Agreement and Contractor ’s services shall be governed by Exhibit “A-2.”
b. Section 1.03 PAYMENT TERMS shall hereby be substituted in its entirety as follows:
ATTACHMENT "A"
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i. 1.02 PAYMENT TERMS.
City agrees to pay Contractor in accordance with the payment terms set forth in Exhibit “D-2”, attached and incorporated.
It is agreed and understood that as of the Effective Date of this Amendment No. 2, this Exhibit “ D-2” shall cancel, supersede, and terminate Exhibit “ D” of the 2013 Agreement, as amended by Amendment No. 1, and Payment Terms shall be governed by Exhibit “D-2.”
c. Insert new Section “1.04 DEFINITIONS”.
i. 1.04 DEFINITIONS.
1.04.1 Green Waste: means solid waste containing material s originated from living organisms including green material, landscape and pruning waste, lumber, and wood waste. This material is collected at the Santa Maria Regional Landfill Recycling Park.
1.04.2 Mixed Organic Waste: means solid waste containing materials originated from living organisms including but not limited to Source Separated F ood Waste, green material, landscape and pruning waste, lumber and wood waste, paper products, and printing and writing paper . This material is collected from City’s residential solid waste collections customers.
1.04.3 Organic Waste: collectively refers to the definitions of Green Waste, Mixed Organic Waste, and Source Separated Food Waste.
This term also includes waste treatment by -products like biosolids, digestate, and sludges, material which is typically collected from the City’s Wastewater Treatment Plant.
1.04.4 Source Separated Food Waste: means a raw, cooked, or processed edible substance, an ingredient used or intended for use or for sale in whole or in part for human consumption, as defined in Section 113781 of California Health and Safety Code. This material is collected from City ’s commercial solid waste collections customers.
1.04.5 Residual Materials: means the unusable waste materials that remain after the Contractor has processed the primary components of the Organic Waste.
d. Section 2.01 MINIMUM AMOUNT OF SERVICE BY CONTRACTOR shall hereby be substituted in its entirety as follows:
i. 2.01 MINIMUM AMOUNT OF SERVICE BY CONTRACTOR.
The Contractor agrees to devote the hours necessary to perform the services as set forth herein in an efficient and effective manner.
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e. Se ction 2.04 INDEMNIFICATION shall hereby be substituted in its entirety as follows:
i. 2.04 INDEMNIFICATION. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of Contractor or the acts or omissions of an employee, agent or subcontractor of Contractor. The provisions of this paragraph survive the completion of the services or the termination of this contract. The provisions of this section are not limited by the provisions of the section relating to insurance.
f. Section 2.05 INSURANCE REQUIREMENTS shall hereby be substituted in its entirety as follows:
i. 2.05 INSURANCE REQUIREMENTS.
Throughout the term of this contract, the Contractor shall maintain insurance as described in Exhibit “E-2”, attached and incorporated herein. The Contractor shall submit proof of coverage with all endorsement pages to the City before commencing work under this Amendment No. 2.
It is agreed and understood that this Exhibit “E -2” shall cancel, supersede, and terminate Exhibit “E” of Amendment No. 1 as of the Effective Date of this Amendment No. 2 and the Contractor’s insurance requirements to the City shall be governed by Exhibit “E -
2.”
g. Section 6.06 NOTICES shall be amended to update the City’s representative as follows:
Director of Utilities
City of Santa Maria
Utilities Department
2065 East Main Street
Santa Maria, CA 93454
3. Other terms and conditions remain the same.
All other terms and conditions of the 2013 Agreement dated January 7, 2013, as modified by Amendment No. 1 to the 2013 Agreement dated April 1, 2020, and this Amendment No. 2 dated January 1, 2025, remain the same.
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IN WITNESS WHEREOF, this Amendment No. 2 is executed by the parties on the date first written above.
“Contractor” “City”
ENGEL AND GRAY, INC. CITY OF SANTA MARIA
a California corporation a political subdivision
of the State of California
By: By:
CARL ENGEL SHAD S. SPRINGER, P.E., MPA
President Director of Utilities
By:
ROBERT ENGEL
Secretary
ATTEST
By:
DONNA SCHWARTZ
Chief Deputy City Clerk
APPROVED AS TO FORM
Risk Manager
City Attorney
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EXHIBIT “A-2”
SERVICES TO BE PERFORMED BY CONTRACTOR
1. The Contractor shall accept and process Organic Waste into compost products.
2. The Contractor shall prioritize unloading of City vehicles at the Contractor’s facility .
City vehicles shall not have a queue longer than twenty (20) minutes for obtaining net weights once entering Contractor’s facility.
3. The Contractor’s facility shall provide a safe, accessible location for City vehicles to empty load contents during all types of weather conditions Monday through Friday from 7:00 A.M. to 4:00 P.M. and on Saturdays during a week that includes any City - recognized holiday.
4. The Contractor shall be responsible for obtaining a net weight of material type for each City vehicle unloaded at the Contractor’s facility.
5. The Contractor shall be responsible for ensuring that Green Waste material is hauled offsite from the City to the Contractor’s facility, at a frequency of no less than once per week.
6. The Contractor shall provide monthly electronic reports in Microsoft Excel to the City for each incoming load - for each material type - to the Contractor. a. The information shall be reported in tons for each material type and include the inbound weight and total weight processed into compost products.
7. All Residual Materials from the Contractor shall be disposed of at the Santa Maria Regional Landfill.
a. If the weight of Residual Materials exceeds one percent (1%) of the total Green Waste delivered by the City collection vehicles to the Contractor's facility, City disposal fees will be applied according to the posted rates. These tonnages will be determined based on the monthly tonnage report and/or invoices submitted by the Contractor to the City.
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EXHIBIT “D-2”
PAYMENT TERMS
Processing Rates effective January 1, 2025:
Material Type Cost Per Ton
Green Waste $39.17
Mixed Organic Waste $53.55
Source Separated Food Waste $62.55
The City shall pay the Contractor a processing rate based on material type at the cost per ton indicated above.
Invoice Procedure
Monthly invoices shall be submitted to the City for each material type (i.e., three separate invoices). Each invoice shall separately itemize Contractor’s processing rates in tonnages for the invoice period.
Rate Adjustments
Rate adjustments shall apply to Processing Rates and shall be based on the Consumer Price Index (CPI) and occur annually, with the first adjustment taking effect on January 1, 2026. The Cost Per Ton will be calculated by taking the current Cost Per Ton and multiplying it by a fraction. The numerator of this fraction will be the CPI value published in December of the current year, while the denominator will be the CPI value published in December of the prior year. All adjustments will be capped at a maximum of three percent (3%).
Additionally, the City’s Cost Per Ton must always be at least one percent (1%) lower than the price charged to any Contractor customers who deliver one hundred ( 100) tons or more of Organic Waste within a calendar year.
CPI Definition
The term "CPI" refers to the Price Index for All Urban Consumers for the Los Angeles, Riverside, and Orange County area, as published monthly by the U.S. Department of Labor, Bureau of Labor Statistics.
If the Bureau revises the Index, the Parties agree that the Bureau will determine the comparability of successive indexes. If the Bureau does not provide comparable indexes or if no new index is published, the Parties will negotiate an appropriate alternative published price index.
If the Parties cannot agree on an alternative index within thirty (30) calendar days after one Party requests it, the matter will be resolved through binding arbitration in accordance with California Code of Civil Procedure §§1280 to 1294.2, or any successor provisions, conducted in Santa Maria, California.
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EXHIBIT “E-2”
INSURANCE
Contractor shall 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 Contractor, his/her agents, representatives, or employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown below, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.
1) Minimum Scope of Insurance
a) Coverage shall be at least as broad as:
i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1); or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
iv) Contractor’s Pollution liability insurance applicable to the work being performed.
2) Minimum Limits of Insurance
a) Contractor shall maintain limits no less than:
i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii) Workers’ Compensation: Statutory limits.
iv) Employer's Liability: $1,000,000 per accident for bodily injury or disease. v) Contractors Pollution Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate.
3) Self-insured Retentions
Self-insured retentions must be declared to and approved by City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
4) Other Insurance Provisions
a) The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
i) The City of Santa Maria, its officers, officials, employees, and volunteers are to be covered as additional insureds on the policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General Atty Rev. 2024, Risk Rev. 2024 Page 8 of 8
liability coverage can be provided in the form or an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used). ii) For any claims related to this project, Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced, except with notice stating the title of this Agreement to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. iv) Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.
v) If any of the required policies provide claims-made coverage:
(1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is cancelled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
5) Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
6) Verification of Coverage
a) Contractor shall furnish City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. b) All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, at any time.
7) Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.