HomeMy WebLinkAboutItem 5g. Authorize Advertiseement of Water Resource Recovery Facility Biosolids Hauling Request for Proposals Item 5g
Department: Utilities
Cost Center: 6104
For Agenda of: 12/2/2025
Placement: Consent
Estimated Time: N/A
FROM: Aaron Floyd, Public Works & Utilities Director
Prepared By: Chris Lehman, Deputy Director – Wastewater
Shawna Scott, Special Projects Manager
SUBJECT: AUTHORIZE ADVERTISEMENT OF WATER RESOURCE RECOVERY
FACILITY BIOSOLIDS HAULING REQUEST FOR PROPOSALS
RECOMMENDATION
1. Authorize the advertisement of a Request for Proposals for Biosolids Hauling
Services, Specification WRRF1225; and
2. Authorize the City Manager to award an agreement if the selected proposal is
within the Water Resource Recovery Facility’s approved operating budget line item
for biosolids hauling and management of $500,000 for fiscal year 2025-26 and
$525,000 for fiscal year 2026-27; and
3. Find the action exempt from the California Environmental Quality Act (CEQA).
POLICY CONTEXT
General Plan Water and Wastewater Element Policy B.3.2.3 states that the City will
pursue treatment and disposal methods that provide for further beneficial use of
wastewater and biosolids. The proposed scope of work identified in the draft Request for
Proposals (RFP) is consistent with this policy, as the service consists of the hauling and
beneficial reuse of biosolids generated through the wastewater treatment process at the
Water Resource Recovery Facility (WRRF).
DISCUSSION
Background
On average, the City’s WRRF treats approximately 3.5 million gallons of wastewater per
day (mgd) and has the capacity to treat up to 5.4 mgd. The treatment of wastewater
utilizes microorganisms to remove pollutants from sewage. A proper proportioned
quantity of these microorganisms are maintained for adequate treatment to occur. During
treatment, excess of these microbial “solids” are removed from the wastewater treatment
stream and are transferred to large and heated tanks called digesters that stabilize
organic matter and destroy pathogens. The treated solids are called “biosolids.” The City
generates approximately 2,000 to 4,000 tons of biosolids annually.
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Item 5g
The City has contracted with Engel and Gray, Inc. to haul, compost, and distribute the
WRRF’s biosolids for the past 24 years. Currently, Engel and Gray, Inc. hauls the City’s
biosolids from the WRRF to its facility in Santa Maria, where they are composted. Engel
and Gray’ s present contract expires on February 6, 2026, warranting release of a new
RFP.
Request for Proposals
Staff is seeking approval to advertise an RFP for the hauling, management, and beneficial
reuse of the City’s biosolids. Evaluation and selection of the proposals will include
preference to contractors proposing operational flexibility and alignment with the WRRF’s
regulatory requirements. Proposers may also submit alternative proposals that will meet
the City’s scope of work in a different manner. The duration of the contract is proposed
for five years, with an option for an up to five -year extension as approved by the City
Manager. Section B of the attached RFP describes the full scope of work requested by
the City. Staff will evaluate proposals in accordance with the selection process described
in the RFP. Staff anticipates executing a contract with the selected contractor by February
2026.
Previous Council or Advisory Body Action
In November 2015, the City Council authorized issuance of a RFP for the Management
and Beneficial Reuse of Biosolids. The contract was awarded to Engel and Grey, Inc. in
February 2016. The contract identified a five-year agreement, with an option for a five-
year extension, which was granted.
Public Engagement
This item is agendized on the City Council Consent Agenda, which provides the
opportunity for public review and comment prior to and during the City Council meeting.
If authorized, the RFP will be posted on the City’s website, advertised in the local
newspaper, and posted on BidNet.
CONCURRENCE
The RFP has been prepared in collaboration with the City’s WRRF Supervisor.
ENVIRONMENTAL REVIEW
Issuance of the proposed RFP and execution of an associated agreement and identified
scope of services are categorically exempt from the California Environmental Quality Act
(CEQA) pursuant to State Guidelines Section 15301 (Existing Facilities). Current WRRF
operations require biosolids to be hauled offsite and managed by the current contractor,
and the proposed RFP and associated scope of services consist of continued operation
of the WRRF and biosolids management and would not result in an expansion of use.
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Item 5g
FISCAL IMPACT
Budgeted: Yes Budget Year: 2025-26
Funding Identified: Yes
Fiscal Analysis:
Funding
Sources
Total Budget
Available
Current
Funding
Request
Remaining
Balance
Annual
Ongoing
Cost
General Fund $ $ $ $
State
Federal
Fees
Other: Sewer
Fund
(602.6104.61013)
$458,414 $0 $458,414 $525,000
Total $458,414 $0 $458,414 $525,000
In FY 2025-26, Council approved a budget of $972,150 under Account 61013 – Other
Contract Services for the Water Resource Recovery Facility (WRRF). As of November 5,
2025, the remaining balance is $458,414. In addition to funding biosolids hauling, this
account funds maintenance and repairs, equipment rebuilds, inspection s, and other
contracted services necessary for the successful operation of the WRRF.
The City is currently contracted with Engel & Gray, Inc. for biosolids hauling and
management in the amount of $300,000 for the period July 1, 2025, through February 6,
2026. As of September 30, 2025, $108,948 has been expended, representing
approximately 36 percent of the contract total through 41 percent of the contract term.
The modest variance is consistent with prior seasonal trends tied to Cal Poly’s academic
calendar and fuel price fluctuations.
To ensure continuity of operations and accommodate cost variability, staff budgeted
$500,000 in FY 2025-26 and $525,000 in FY 2026-27 within the 61013 account for
biosolids hauling and management. Staff recommend authorizing the City Manager to
execute agreements for these services up to $525,000 per fiscal year, with proportionate
annual adjustments based on inflationary or market factors, subject to budget availability.
For FY 2025-26, approximately $200,000 of this authorization would be funded from the
approved operating budget. Going forward, there will be a $525,000 annual ongoing cost,
which Council had previously authorized in the 2025 -27 Financial Plan. Authorizing this
amount provides the necessary operational flexibility to maintain regulatory compliance
and continuity of service under changing hauling and disposal market conditions.
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Item 5g
ALTERNATIVES
1. Do not authorize advertisement of RFP. Council could decide not to authorize
the advertisement of the RFP. If the advertisement is not authorized, the existing
contract would expire, and the City would utilize the existing vendor on a month-
to-month basis, which could result in cost escalations and deprioritized service. If
the contractor is unwilling to remove biosolids from the WRRF facility, this would
result in regulatory compliance violations, increased odors, and increased vector
attraction.
2. Do not authorize the City Manager to extend the duration of the RFP. Council
could decide to amend the terms of the RFP by limiting the duration to five years
with no option to extend an additional five years. If this alternative is approved,
staff would return to Council with a request to authorize a n RFP for these similar
services in 2030, requiring staff time to prepare the RFP and Council Agenda
Report, and issue the RFP, if authorized.
ATTACHMENT
A - Draft Request for Proposals for Biosolids Hauling Services
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The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities.
Telecommunications Device for the Deaf (805) 781-7410.
Notice Requesting Proposals for Management and Beneficial Reuse of Biosolids
Specification No. WRRF1225
The City of San Luis Obispo is requesting sealed proposals for management and beneficial reuse of
biosolids pursuant to Specification No. WRRF1225.
All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be
required to complete a free registration using BidNet Direct (www.bidnetdirect.com/).
All proposals must be received via BidNet Direct by January 20, 2026 at 3 p.m., when they will then be
opened electronically via BidNet Direct on the proposal end date and time.
The preferred method for bid submission is electronic via BidNet Direct. However, if you wish to submit
a paper copy, please submit it in a sealed envelope plainly marked “Proposal for Management and
Beneficial Reuse of Biosolids,” to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA,
93401, at or before 3pm on January 20, 2026.
Project packages and additional information may be obtained at the City’s BidNet Direct website at
www.BidNetDirect.com.
For technical help with BidNet Direct please contact BidNet Direct tech support at 800-835-4603.
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TABLE OF CONTENTS
A. INTRODUCTION......................................................................................................................................... 1
B. SCOPE OF WORK ....................................................................................................................................... 1
C. GENERAL TERMS AND CONDITIONS ........................................................................................................ 4
D. SPECIAL TERMS AND CONDITIONS .......................................................................................................... 6
E. PROPOSAL SUBMITTAL FORM ................................................................... Error! Bookmark not defined.
EXHIBIT A: FORM OF AGREEMENT .............................................................................................................. 15
EXHIBIT B: GENERAL TERMS AND CONDITIONS………………………………………………………………………………………24
EXHIBIT C: INSURANCE…………………………………………………………………………………………………………………………..30
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A. INTRODUCTION
The City of San Luis Obispo is located on the Central Coast, approximately halfway between San Francisco
and Los Angeles. The City's Water Resource Recovery Facility (WRRF) provides tertiary treatment to
approximately 3.5 million gallons per day. All biosolids removed in the treatment process are
anaerobically digested by two digesters operated in a parallel configuration. The digesters provide around
40 days of total detention time at 35 degrees C. Volatile solids reduction averages 65%. After digestion,
the biosolids are dewatered using a screw press, while alternatively, some may be dried in drying beds or
via a belt filter press. Moisture content ranges from 75-85%. The City's biosolids meet the Exceptional
Quality (EQ) requirements for pollutants, 40 CFR 503.13, and vector attraction, 40 CFR 503.33(b), and
meet alternative 2 for Processes to Significantly Reduce Pathogens (PSRP) [40 CFR 503.32(b)(3)] using
anaerobic digestion. Overall, the City produces 2,000 to 4,000 tons of Class B Pollutant Concentration (PC)
quality biosolids.
B. SCOPE OF WORK
The contractor shall provide all services related to transportation, beneficial reuse, permitting, and
monitoring of the City's biosolids in accordance with all applicable federal, state, and local requirements.
The contractor’s proposal shall include a detailed description of the proposed method of biosolids reuse and
shall include, but not be limited to, the following:
1. The contractor shall provide, with its proposal, all required regulatory permits for hauling and
beneficial reuse of the entire quantity of biosolids as specified herein. The contractor shall provide
a detailed description of the beneficial use process being proposed for the City's biosolids.
Submittals proposing mono-filling, landfilling, alternative daily cover, and/or incineration will not be
considered. The contractor shall be responsible for all fees associated with permitting. The
contractor shall also be responsible at its expense for meeting all monitoring and reporting
requirements imposed by all regulatory agencies having jurisdiction over the contractor's beneficial
reuse operations; and shall provide at its expense all capital improvements, and shall pay all
operating expenses, needed at the beneficial reuse site to protect surface and groundwater and the
site resources per the requirements of the responsible regulatory agencies. Copies of all the
regulatory monitoring, permits, and background data shall be provided to the City. Representatives
of the City shall be permitted on the beneficial reuse site at all times.
2. The contractor shall be responsible for hauling 100 percent of the biosolids being generated from
the City’s WRRF, approximately 2,000 to 4,000 tons/year, for a period of five years.
The contractor's responsibilities shall include furnishing and maintaining all biosolids trailers and
bins, including water tight and covered trailers as required; furnishing and maintaining all truck
tractors required to transport the trailers; furnishing all drivers and operators; furnishing all vehicle
fuel required to transport the biosolids from the City to the beneficial reuse site and return trip;
provide and maintain full vehicle insurance, general liability insurance and workers’ compensation
insurance as required by law and identified in section C The contractor shall also be responsible for
and pay all traffic violations incurred as a result of hauling operations.
The contractor shall furnish two bins for in-service operation and two bins for standby on-site at all
times. A site map and photos are presented below in Figure 1. Additional information about loading
operations is available upon request.
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Figure 1: Biosolids loading bins and site
4. The contractor shall provide sufficient facilities and/or land to accommodate 150 percent of the
total anticipated amount of biosolids to beneficial reuse during the contract period. Approved
regulatory permits for the facilities and/or land to be utilized as the contractor's application area
shall be provided with the contractor’s proposal.
5. The contractor shall be responsible for furnishing all equipment, labor, and materials for the
beneficial reuse operations.
The contractor's responsibilities shall include furnishing and maintaining all equipment required to
support its operations; furnishing all vehicle operators and support personnel needed to support its
operations; furnishing all vehicle and support equipment fuel; and providing and maintaining full
vehicle and equipment insurance, general liability insurance, and workers’ compensation insurance
as required by law.
SPECIAL REQUIREMENTS
1. The contractor selected will be required to enter into a contract with the City. In addition, the
contractor will be required to secure and maintain in force throughout the duration of the contract
insurance as described in Section C.
2. Firms or individuals submitting a proposal and any associate Contractor or subcontractor must be
legally qualified in the State of California to practice the work required in this RFP and must hold all
licenses and/or registrations required by law.
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MINIMUM QUALIFICATIONS
The contractor shall have previous operating experience with similar projects. The contractor shall currently
be providing similar services for at least three public agencies and have been in business for a minimum of
five years, performing professional biosolids hauling and composting services in the wastewater field in the
state of California. The contractor shall be knowledgeable of all applicable regulatory requirements and shall
provide with the proposal all permits required for the proposed project. Proposals submitted with permits
pending approval by the appropriate regulatory agencies may be considered, provided the proposer can
demonstrate to the City's satisfaction that the permits will be obtained in a manner that does not impact
the project's time constraints. All required permits will be needed before contract approval. The contractor
shall be capable of hauling to the proposed discharge area within thirty days following notice to proceed.
ESTIMATED QUANTITIES
The estimated annual biosolids production is 2,000 to 4,000 tons per year.*
*This value is an approximation only, based on past hauling records and current operation of the WRRF.
The proposer shall base its cost proposal on the following constraints: the proposer shall be required to haul
100 percent of the biosolids being produced at the City's WRRF to the proposer's beneficial reuse site. The
proposer shall provide facilities (land) of sufficient area to accommodate 150 percent of the total estimated
biosolids to be hauled.
OPERATIONAL PROCEDURES AND HAULING SCHEDULES
Operational procedures shall be mutually arranged between the City and the successful proposer. The
proposer shall provide sufficient equipment to continuously remove biosolids generated from the WRRF
site. Actual details of scheduling shall be refined with experience. The actual haul schedule shall be arranged
between the City and the successful proposer. The City reserves the right to solely determine the schedule
in the case of conflict. The successful proposer will remove biosolids and deliver replacement bins at a rate
consistent with the operational needs of the WRRF. The proposer shall prioritize full bins in the process line-
up -- specifically, full bins beneath the Level-Lodor units shall be removed and replaced with empty bins
before full bins staged elsewhere on site are taken (See Figure 1 on the preceding page).
Costs shall be based on a unit cost per ton (2000 pounds). All load weights shall be provided by certified
scales and provided to the City with contract invoicing.
LOAD WEIGHT
It shall be the responsibility of the proposer to ensure that each trailer is loaded to the proper weight. The
City shall require the proposer to provide the certified load weight of each vehicle at no additional cost to
the City.
It shall be the responsibility of the City to ensure that each bin is loaded to the proper weight.
LICENSING
All equipment utilized in connection with this contract shall be fully licensed to operate on the highways of
the State of California. All public highway drivers and operators of such equipment shall be fully licensed by
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the State of California Department of Motor Vehicles.
EQUIPMENT CLEANING
The proposer shall be responsible for keeping its equipment in a neat and clean manner. Major cleaning and
servicing of equipment shall not take place at the City's Water Resource Recovery Facility. Damaged or
excessively worn equipment shall be promptly replaced.
RULES AND REGULATIONS
The proposer shall be aware of existing, revised, proposed, and new Federal, State, and Local and other rules
and regulations covering its activities in connection with this work.
Changes in regulations or practices necessitated by any revision in rules and regulations shall be brought to
the attention of the City sufficiently in advance of implementation to permit adjustment of the schedule or
method of operation of the proposer.
The City shall not be responsible for notifying the proposer of any changes in rules and regulations regarding
the handling and delivery of biosolids that affect its operations.
C. GENERAL TERMS AND CONDITIONS
PROPOSAL REQUIREMENTS
1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall
meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue
of its proposal submittal, the bidder acknowledges agreement with and acceptance of all
provisions of the RFP specifications.
2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the
specifications and accompanied by any other required submittals or supplemental materials.
Proposal documents shall be submitted electronically via BidSync. However, if you can’t submit
electronically in BidSync, please email a copy to the contacts listed in the RFP package, if you can’t
email it, please send a copy in a sealed envelope to the Department of Finance, City of San Luis
Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the
proposal should be clearly labeled with the proposal title, project number, name of bidder, and
date and time of proposal opening. No FAX submittals will be accepted.
3. Insurance Certificate. Each proposal must include a certificate of insurance showing:
a. The insurance carrier and its A.M. Best rating.
b. Scope of coverage and limits.
c. Deductibles and self-insured retention.
The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance
coverage during proposal evaluation; endorsements are not required until contract award. The
City’s insurance requirements are detailed in Exhibit C to the Agreement (Exhibit A to the RFP).
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4. Proposal Quotes and Unit Price Extension. The extension of unit prices for the quantities
indicated, and the lump sum prices quoted by the bidder must be entered in figures in the spaces
provided on the Proposal Submittal Form(s). Any lump sum bid shall be stated in figures. The
Proposal Submittal Form(s) must be totally completed. If the unit price and the total amount
stated by any bidder for any item are not in agreement, the unit price alone will be considered as
representing the bidder’s intention and the proposal total will be corrected to conform to the
specified unit price.
5. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior
to the time specified for the proposal opening, by submitting a written request to the Director of
Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened.
No proposal received after the time specified or at any place other than that stated in the “Notice
Inviting Bids/Requesting Proposals” will be considered. All proposals will be opened and declared
publicly. Bidders or their representatives are invited to be present at the opening of the
proposals.
6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to
make or file, or to be interested as the primary submitter in more than one proposal, except an
alternative proposal when specifically requested; however, an individual or business entity that
has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on
materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from
quoting prices to other bidders submitting proposals.
7. Communications. All timely requests for information submitted in writing will receive a written
response from the City. Telephone communications with City staff are not encouraged but will
be permitted. However, any such oral communication shall not be binding on the City.
8. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of
60 days for examination and comparison. The City also reserves the right to waive non-substantial
irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a
proposal and accept the other, except to the extent that proposals are qualified by specific
limitations. See the “special terms and conditions” in Section D of these specifications for
proposal evaluation and contract award criteria.
9. Competency and Responsibility of Bidder. The City reserves full discretion to determine the
competence and responsibility, professionally and/or financially, of bidders. Bidders will provide,
in a timely manner, all information that the City deems necessary to make such a decision.
10. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written
contract with the City within ten (10) calendar days after notice of the award. The contract shall
be made in a form substantially similar to that set forth in Exhibit A and incorporated in these
specifications.
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D. SPECIAL TERMS AND CONDITIONS
1. Contract Award. The contract will be awarded to the most qualified bidder that, in the City’s sole
discretion in accordance with the Proposal Evaluation and Selection criteria set forth herein (if
applicable), provides the best proposal.
2. Sales Tax Reimbursement.
For sales occurring within the City of San Luis Obispo, the City receives sales tax revenues.
Therefore, for bids from retail firms located in the City at the time of proposal closing for which
sales tax is allocated to the City, 1% of the taxable amount of the bid will be deducted from the
proposal by the City in calculating and determining the most qualified, lowest cost bidder.
3. Labor Actions.
In the event that the successful proposer is experiencing a labor action at the time of contract
award (or if its suppliers or subcontractors are experiencing such a labor action), the City reserves
the right to declare said proposer is no longer the most qualified, responsive proposer and to
accept the next acceptable proposal from a proposer that is not experiencing a labor action, and
to declare it to be the most qualified, responsive proposer.
4. Failure to Accept Contract.
The following will occur if the proposer to whom the award is made (Contractor) fails to enter into
the contract: the award will be annulled; any bid security will be forfeited in accordance with the
special terms and conditions if a proposer's bond or security is required; and an award may be
made to the next lowest responsible, responsive proposer who shall fulfill every stipulation as if
it were the party to whom the first award was made.
5. Contract Term.
The supplies or services identified in this specification will be used by the City for five years. The
prices quoted for these items must be valid for the entire period indicated above unless otherwise
conditioned by the proposer in its proposal.
6. Contract Extension.
The term of the contract may be extended by written mutual consent for an additional five years.
7. Supplemental Purchases.
Supplemental purchases may be made from the successful proposer during the contract term in
addition to the items listed in the Detail Proposal Submittal Form. For these supplemental
purchases, the proposer shall not offer prices to the City in excess of the amounts offered to other
similar customers for the same item. If the proposer is willing to offer the City a standard discount
on all supplemental purchases from its generally prevailing or published price structure during
the contract term, this offer and the amount of discount on a percentage basis should be provided
with the proposal submittal.
8. Contractor Invoices.
The Contractor may deliver either a monthly invoice to the City with attached copies of detailed
invoices as supporting detail. Final June invoices shall be received no later than the 5th business
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day of July to meet City fiscal year-end deadlines.
9 Non-Exclusive Contract. The City reserves the right to purchase the items listed in the Detail
Proposal Submittal Form, as well as any supplemental items, from other vendors during the
contract term.
10. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog
numbers used in the specifications are for the purpose of describing and establishing general
quality levels. Such references are not intended to be restrictive. Proposals will be considered for
any brand that meets or exceeds the quality of the specifications given for any item. In the event
an alternate brand name is proposed, supplemental documentation shall be provided
demonstrating that the alternate brand name meets or exceeds the requirements specified
herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer,
and the City shall be the sole judge in making this determination.
11. Delivery. Prices quoted for all supplies or equipment to be provided under the terms and
conditions of this RFP package shall include delivery charges, to be delivered F.O.B. San Luis
Obispo by the successful proposer and received by the City within 90 days after authorization to
proceed by the City.
12. Start and Completion of Work. Work on this project shall begin immediately after contract
execution and shall be completed within 90 calendar days thereafter, unless otherwise negotiated
with City by mutual agreement.
13. Change in Work. The City reserves the right to change quantities of any item after contract award.
If the total quantity of any changed item varies by 25% or less, there shall be no change in the
agreed upon unit price for that item. Unit pricing for any quantity changes per item in excess of
25% shall be subject to negotiation with the Contractor.
14. Submittal of References. Each proposer shall submit a statement of qualifications and references
on the form provided in the RFP package.
15. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any
past governmental agency bidding or contract disqualifications on the form provided in the RFP
package.
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Proposal Content
1. Proposal Content. Your proposal must include the following information:
Submittal Forms
a. Proposal submittal summary.
b. Certificate of insurance.
c. References from at least three firms for whom you have provided similar services.
Qualifications
d. Experience of your firm in performing similar services.
e. Standard billing rates for the identified scope, including any sub-consultants.
Proposed compensation shall include and clearly identify any City-specific discounts or
preferred rates related to performance discounts.
f. Statement and explanation of any instances where your firm has been removed from a
project or disqualified from proposing on a project.
Work Program
g. Description of your approach to completing the work.
h. Services or data to be provided by the City.
i. Any other information that would assist us in making this contract award decision.
Proposal Length and Copies
j. Proposals should not exceed 30 pages, including attachments and supplemental
materials.
k. Two copies of the proposal must be submitted.
2. Proposal Evaluation and Consultant Selection. Proposals will be evaluated by a review
committee using a two-phase selection and contract award process as follows:
Phase 1 – Written Proposal Review/Finalist Candidate Selection
A group of finalist candidates (generally the top 3 to 5 five proposers) will be selected for follow-
up interviews and presentations based on the following criteria as evidenced in their written
proposals:
a. Understanding of the work required by the City.
b. Quality, clarity and responsiveness of the proposal.
c. Demonstrated competence and professional qualifications necessary for successfully
performing the work required by the City.
d. Recent experience in successfully performing similar services.
e. Proposed approach in completing the work.
f. References.
g. Background and experience of the specific individuals to be assigned to this project.
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3. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for
proposal review and contract award:
a. Issue RFP 12/10/2025
b. Receive proposals 1/20/2026
c. Complete proposal evaluations 1/22/2026
d. Execute contract 2/1/2026
e. Start work 2/2/2026
4. Ownership of Materials. All original drawings, plan documents and other materials prepared by
or in possession of the Contractor as part of the work or services under these specifications shall
become the permanent property of the City and shall be delivered to the City upon demand.
5. Release of Reports and Information. Any reports, information, data, or other material given to,
prepared by or assembled by the Contractor as part of the work or services under these
specifications shall be the property of the City and shall not be made available to any individual
or organization by the Contractor without the prior written approval of the City.
6. Copies of Reports and Information. If the City requests additional copies of reports, drawings,
specifications, or any other material in addition to what the Contractor is required to furnish in
limited quantities as part of the work or services under these specifications, the Contractor shall
provide such additional copies as are requested, and City shall compensate the Contractor for the
costs of duplicating of such copies at the Contractor's direct expense.
7. Required Deliverable Products. The Contractor will be required to provide:
a. One electronic submission - digital-ready original .pdf of all final documents. If Contractor
wishes to file a paper copy, it must be submitted in a sealed envelope to the address
provided in the RFP.
b. Corresponding computer files compatible with the following programs whenever possible
unless otherwise directed by the project manager:
Word Processing: MS Word
Spreadsheets: MS Excel
Desktop Publishing: InDesign
Virtual Models: Sketch Up
Digital Maps: Geodatabase shape files in
State Plan Coordinate System as
specified by City GIS staff
c. City staff will review any documents or materials provided by the Contractor and, where
necessary, the Contractor will be required to respond to staff comments and make such
changes as deemed appropriate.
ALTERNATIVE PROPOSALS
8. Alternative Proposals. The proposer may submit an alternative proposal (or proposals) that it
believes will also meet the City's project objectives but in a different way. In this case, the
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proposer must provide an analysis of the advantages and disadvantages of each of the alternative
and discuss under what circumstances the City would prefer one alternative to the other(s).
9. Accuracy of Specifications. The specifications for this project are believed by the City to be
accurate and to contain no affirmative misrepresentation or any concealment of fact. Bidders are
cautioned to undertake an independent analysis of any test results in the specifications, as City
does not guaranty the accuracy of its interpretation of test results contained in the specifications
package. In preparing its proposal, the bidder and all subcontractors named in its proposal shall
bear sole responsibility for proposal preparation errors resulting from any misstatements or
omissions in the plans and specifications that could easily have been ascertained by examining
either the project site or accurate test data in the City's possession. Although the effect of
ambiguities or defects in the plans and specifications will be as determined by law, any patent
ambiguity or defect shall give rise to a duty of bidder to inquire prior to proposal submittal. Failure
to so inquire shall cause any such ambiguity or defect to be construed against the bidder. An
ambiguity or defect shall be considered patent if it is of such a nature that the bidder, assuming
reasonable skill, ability and diligence on its part, knew or should have known of the existence of
the ambiguity or defect. Furthermore, failure of the bidder or subcontractors to notify City in
writing of specification or plan defects or ambiguities prior to proposal submittal shall waive any
right to assert said defects or ambiguities subsequent to submittal of the proposal.
To the extent that these specifications constitute performance specifications, the City shall not be
liable for costs incurred by the successful bidder to achieve the project’s objective or standard
beyond the amounts provided there for in the proposal.
In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged
ambiguity or defect in the plans and/or specifications, or any other matter whatsoever,
Contractor shall immediately notify the City in writing, and the Contractor and all subcontractors
shall continue to perform, irrespective of whether or not the ambiguity or defect is major,
material, minor or trivial, and irrespective of whether or not a change order, time extension, or
additional compensation has been granted by City. Failure to provide the hereinbefore described
written notice within one (1) working day of contractor's becoming aware of the facts giving rise
to the dispute shall constitute a waiver of the right to assert the causative role of the defect or
ambiguity in the plans or specifications concerning the dispute.
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E: PROPOSAL SUBMITTAL FORM
The undersigned declares that she or he has carefully examined [__________] which is hereby made a
part of this proposal; is thoroughly familiar with its contents; is authorized to represent the proposing
firm; and agrees to perform the specified work for the following cost quoted in full:
BID ITEM:
Total Base Price
Sales tax []
Other
TOTAL $
Delivery of equipment to the City to be within _______ calendar days after contract execution and written
authorization to proceed.
q Certificate of insurance attached; insurance company’s A.M. Best rating: __________________.
Firm Name and Address
Contact Phone
Signature of Authorized Representative
Date
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REFERENCES
Number of years engaged in providing the services included within the scope of the specifications under the
present business name: .
Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the
services included with the scope of the specifications. Attach additional pages if required. The City reserves
the right to contact each of the references listed for additional information regarding your firm's
qualifications.
Reference No. 1:
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
Reference No. 2:
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
Page 206 of 764
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Reference No. 3
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
Page 207 of 764
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STATEMENT OF PAST CONTRACT DISQUALIFICATIONS
The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it,
has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,
state, or local government project because of the violation of law, a safety regulation, or for any other
reason, including but not limited to financial difficulties, project delays, or disputes regarding work or
product quality, and if so to explain the circumstances.
Do you have any disqualification as described in the above paragraph to declare?
Yes No
If yes, explain the circumstances.
Executed on at _______________________________________ under penalty of
perjury of the laws of the State of California, that the foregoing is true and correct.
______________________________________
Signature of Authorized Proposer Representative
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EXHIBIT A : FORM OF AGREEMENT
CITY OF SAN LUIS OBISPO
PROFESSIONAL SERVICES AGREEMENT
This agreement (Agreement) is made and entered into in the City of San Luis Obispo on [DATE], by
and between the City of San Luis Obispo, a municipal corporation and charter city (City) and [FILL]
hereinafter referred to as Contractor (collectively referred to as the “Parties”).
WITNESSETH:
WHEREAS, on December 10, City requested proposals for Management and Beneficial
Reuse of Biosolids, per Project No. WRRF1225 (the “Project”); and
WHEREAS, the City wants to obtain hauling and disposal services for biosolids generated by
the Water Resource Recovery Facility (the “Services”); and
WHEREAS, Contractor is qualified to perform these types of Services and has submitted a
written proposal to do so, which has been accepted by City.
NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants
hereinafter contained, the Parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered,
as first written above, until February 1, 2031, or upon acceptance and completion of said
Services, whichever occurs sooner. The term of the contract may be extended by written mutual
consent for an additional five years.
2. INCORPORATION BY REFERENCE. The Notice Requesting Proposals for Management and
Beneficial Reuse of Biosolids Specification No. WRRF1225 and Contractor's proposal dated
[date] are hereby incorporated in and made a part of this Agreement, attached as Exhibit A. The
City’s insurance requirements are hereby incorporated in and made part of this Agreement,
attached as Exhibit B. To the extent that there are any conflicts between the Contractor’s fees
and scope of work and the City’s terms and conditions as stated herein, the City’s terms and
conditions shall prevail unless specifically agreed otherwise in writing signed by both Parties.
3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, and upon receipt
of an invoice, City will pay and Contractor shall receive compensation as set forth in
Contractor’s proposal and pursuant to the Payment Terms set forth in Exhibit B.
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4. CONTRACTOR’S OBLIGATIONS. For and in consideration of the payments and agreements
herein before mentioned to be made and performed by City, Contractor agrees with City to
do everything required by this Agreement including that work as set forth in Exhibit A.
5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that
Contractor is required to pay.
6. LICENSES AND PERMITS. At all times during the term of this Agreement, Contractor shall
have in full force and effect, all licenses required of it by law for the performance of the
Services described in this Agreement. The Contractor shall procure all permits and licenses,
pay all charges and fees, and give all notices necessary under this Agreement.
7. COMPLIANCE WITH LAW. The Contractor shall keep itself informed of and shall observe
and comply with all applicable State and Federal laws and regulations, and county and City
of San Luis Obispo ordinances, regulations and adopted codes, which in any manner affect
those employed by Contractor or in any way affect the performance of the Services
pursuant to this Agreement. The City, and its officers and employees, shall not be liable at
law or in equity occasioned by failure of the Contractor to comply with this Section. Failure
to comply with local ordinances may result in monetar y fines and cancellation of this
Agreement.
8. COMPLIANCE WITH INDUSTRY STANDARD. Contractor shall provide services acceptable to
City in strict conformance with the Agreement. Contractor shall also provide in accordance with
the standards customarily called for under this Agreement using the degree of care and skill
ordinarily exercised by reputable providers of such services. Where approval by the City, the City
Manager, the Mayor, or other representative of City is required, it is understood to be general
approval only and does not relieve Contractor of responsibility for complying with all applicable
laws, codes, policies, regulations, and good business practices.
9. INDEPENDENT CONTRACTOR.
a. Contractor is and shall at all times remain as to the City a wholly independent
contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control.
Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents, except
as set forth in this Agreement. Contractor shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any mann er
officers, employees, or agents of the City. Contractor shall not incur or have the
power to incur any debt, obligation, or liability whatsoever against City, or bind City
in any manner.
b. No employee benefits shall be available to Contractor in connection with the
performance of this Agreement. Except for the fees paid to Contractor as provided
in the Agreement, City shall not pay salaries, wages, or other compensation to
Contractor for performing the Services hereunder for City. City shall not be liable for
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compensation or indemnification to Contractor for injury or sickness arising out of
performing services hereunder.
c. Contractor/Contractor’s duties and services under this agreement shall not include
preparing or assisting the public entity with any porti on of the public entity’s
preparation of a request for proposals, request for qualifications, or any other
solicitation regarding a subsequent or additional contract with the public entity. The
public entity entering this agreement shall at all times retain responsibility for public
contracting, including with respect to any subsequent phase of this project.
Contractor/Contractor’s participation in the planning, discussions, or drawing of
project plans or specifications shall be limited to conceptual, preliminary, or initial
plans or specifications. Contractor/Contractor shall cooperate with the public entity
to ensure that all bidders for a subsequent contract on any subsequent phase of this
project have access to the same information, including all conceptual, preliminary,
or initial plans or specifications prepared by contractor pursuant to this agreement.”
10. PRESERVATION OF CITY PROPERTY. The Contractor shall provide and install suitable
safeguards, approved by the City, to protect City property from injury or damage. If City
property is injured or damaged resulting from Contractor’s operations, it shall be replaced
or restored at Contractor’s expense. The City’s facilities shall be replaced or restored to a
condition as good as when the Contractor began the work.
11. IMMIGRATION ACT OF 1986. The Contractor warrants on behalf of itself and all
subcontractors engaged for the performance of the Services that only persons authorized
to work in the United States pursuant to the Immigration Reform and Control Act of 1986
and other applicable laws shall be employed in the performance of the Services hereunder.
12. NON-DISCRIMINATION. In the performance of the Services, the Contractor agrees that it
will not engage in, nor permit such subContractors as it may employ, to engage in
discrimination in employment of persons because of age, race, color, sex, national origin or
ancestry, sexual orientation, or religion of such persons.
13. PAYMENT TERMS. The City’s payment terms are 30 days from the receipt of an original
invoice and acceptance by the City of the materials, supplies, equipment, or services
provided by the Contractor (Net 30). Contractor will submit invoices monthly for actual
services performed. Invoices shall be submitted on or about the first business day of each
month, or as soon thereafter as practical, for services provided in the previous month. Final
June invoices shall be received no later than the 5th business day of July to meet City fiscal
year-end deadlines. Payment shall be made within thirty (30) days of receipt of each invoice
as to all non-disputed fees. If the City disputes any of Contractor's fees it shall give written
notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set
forth on the invoice. Any final payment under this Agreement shall be made within forty -
five (45) days of receipt of an invoice, therefore.
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14. INSPECTION. City shall at all times have the right to inspect the work being done under this
Agreement and Contractor shall furnish City with every reasonable opportunity and
assistance required for City to ascertain that the Services of the Contractor are being
performed in accordance with the requirements and intentions of this Agreement. All work
done, and all materials furnished, if any, shall be subject to the City’s inspection and
approval. The inspection of such work shall not relieve Contractor of any of its obligations
under the Agreement.
15. RELEASE OF INFORMATION.
a. All information gained by Contractor in performance of this Agreement shall be
considered confidential and shall not be released by Contractor without City's prior
written authorization. Contractor, its officers, employees, agents, or
subContractors, shall not, without written authorization from the City Manager or
unless requested by the City Attorney, voluntarily provide declarations, letters of
support, testimony at depositions, response to interrogatories, or other information
concerning the work performed under this Agreement. Response to a subpoena or
court order shall not be considered "voluntary" provided Contractor gives City
notice of such court order or subpoena.
b. Contractor shall promptly notify City should Contractor, its officers, employees,
agents, or subContractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request (“Discovery”), court order, or subpoena from
any person or party regarding this Agreement, unless the City is a party to any
lawsuit, arbitration, or administrative proceeding connected to such Discovery, or
unless Contractor is prohibited by law from informing the City of such Discovery.
City retains the right, but has no obligation, to represent Contractor and/or be
present at any deposition, hearing, or similar proceeding as allowed by law. Unless
City is a party to the lawsuit, arbitration, or administrative proceeding and is averse
to Contractor in such proceeding, Contractor agrees to cooperate fully with City and
to provide the opportunity to review any response to Discovery requests provided
by Contractor. However, City's right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
16. OWNERSHIP OF DOCUMENTS.
a. Contractor shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to
the performance of the Services under this Agreement. Contractor shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible.
Contractor shall provide free access to the representatives of City or its designees
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at reasonable times to such books and records; shall give City the right to examine
and audit said books and records; shall permit City to make transcripts or copies
therefrom as necessary; and shall allow inspection of all work, data, documents,
proceedings, and activities related to this Agreement. Such records, together with
supporting documents, shall be maintained for a period of three (3) years after
receipt of final payment.
b. Upon completion of, or in the event of termination or suspension of this Agreement,
all original documents, designs, drawings, maps, models, computer files, surveys,
notes, and other documents prepared in the course of providing the Services under
this Agreement shall become the sole property of the City and may be used, reused,
or otherwise disposed of by the City without the permission of the Contractor. With
respect to computer files, Contractor shall make available to the City, at the
Contractor's office and upon reasonable written request by the City, the necessary
computer software and hardware for purposes of accessing, compiling, transferring,
copying and/or printing computer files. Contractor hereby grants to City all right,
title, and interest, including any copyright, in and to the documents, designs,
drawings, maps, models, computer files, surveys, notes, and other documents
prepared by Contractor in the course of providing the Services under this
Agreement.
17. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but
not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees,
volunteers, and agents (“City Indemnitees”), from and against any and all causes of action,
claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’
fees and costs of litigation (“claims”), arising out of the Contractor’s performance or
Contractor’s failure to perform its obligations under this Agreement or out of the
operations conducted by Contractor, including the City’s passive negligence, except for
such loss or damage arising from the sole or active negligence or willful misconduct of the
City. In the event the City Indemnitees are made a party to any action, lawsuit, or other
adversarial proceeding arising from Contractor’s performance of this Agreement, the
Contractor shall provide a defense to the City Indemnitees or at the City’s option,
reimburse the City Indemnitees the ir costs of defense, including reasonable legal fees,
incurred in defense of such claims. The review, acceptance or approval of the
Contractor’s work or work product by any indemnified party shall not affect, relieve or
reduce the Contractor’s indemnification or defense obligations. This Section survives the
completion of the services or the termination of this contract. The provisions of this
section are not limited by and do not affect the provisions of this contract relating to
insurance. Contractor’s indemnification obligations under this section extend to any
claims arising out of or related to the negligence, recklessness, or willful misconduct of
any sub-Contractors/ subcontractors.
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18. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. The City may at any time, for any reason, with or without cause, suspend or terminate
this Agreement, or any portion hereof, by serving upon the Contractor at least thirty (30)
days prior written notice. Upon receipt of said notice, the Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City
suspends or terminates a portion of this Agreement such suspension or termination shall
not make void or invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to
Contractor the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the
Agreement pursuant to this Section, the Contractor will submit an invoice to the City
pursuant to Section 14.
19. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the
Contractor is not faithfully abiding by any term or condition contained herein, the City may
notify the Contractor in writing of such defect or failure to perform. This notice must give
the Contractor a ten (10) calendar day notice of time thereafter in which to perform said
work or cure the deficiency.
a. If the Contractor has not performed the work or cured the deficiency within the ten
(10) days specified in the notice, such shall constitute a breach of the Agreement
and the City may terminate the Agreement immediately by written notice to the
Contractor to said effect (“Notice of Termination”). Thereafter, neither party shall
have any further duties, obligations, responsibilities, or rights under the Agreement
except to comply with the obligations upon termination.
b. In said event, the Contractor shall be entitled to the reasonable value of its services
performed from the beginning date in which the breach occurs up to the day it
received the City’s Notice of Termination, minus any offset from such payment
representing the City’s damages from such breach. “Reasonable value” includes fees
or charges for goods or services as of the last milestone or task satisfactorily
delivered or completed by the Contractor as may be set forth in the Agreement
payment schedule; compensation for any other work or services performed or
provided by the Contractor shall be based solely on the City’s assessment of the
value of the work-in-progress in completing the overall scope.
c. The City reserves the right to delay such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion, so
as to permit a full and complete accounting of costs. In no event, however, shall the
Contractor be entitled to receive in excess of the not to exceed amount shown in
this Agreement.
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20. INSURANCE. Contractor shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit B attached to and made part of this
Agreement.
21. BUSINESS LICENSE & TAX. The Contractor must have a valid City of San Luis Obispo
business license & tax certificate before execution of the contract. Additional
information regarding the City’s business tax program may be obtained by calling
(805) 781-7134.
22. SAFETY PROVISIONS. The Contractor shall conform to the rules and regulations
pertaining to safety established by OSHA and the California Division of Industrial Safety.
23. PUBLIC AND EMPLOYEE SAFETY. Whenever the Contractor operations create a
condition hazardous to the public or City employees, it shall, at its expense and without
cost to the City, furnish, erect and maintain such fences, temporary railings, barricades,
lights, signs and other devices and take such other protective measures as are necessary
to prevent accidents or damage or injury to the public and employees.
24. UNDUE INFLUENCE. Contractor declares and warrants that no undue influence or pressure was
used against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City has or will
receive compensation, directly or indirectly, from Contractor, or from any officer, employee or
agent of Contractor, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material breach of
this Agreement entitling the City to any and all remedies at law or in equity.
25. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the
contract, or its right, title or interest, or its power to execute such a contract to any
individual or business entity of any kind without the previous written consent of the City .
26. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement
shall be in writing and shall be effective only upon approval by the appropriate review authority
according to the City’s Financial Management Manual. Contractor shall not be compensated for
any services rendered in connection with its performance of this Agreement which are in
addition to those set forth herein, unless such additional services are authorized by the City in
advance and in writing.
27. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated
herein by reference, shall constitute the complete Agreement between the Parties hereto. No
oral agreement, understanding, or representation not reduced to writing and specifically
incorporated herein shall be of any force or effect, nor shall any such oral Agreement,
understanding, or representation be binding upon the Parties hereto. Each party is entering into
this Agreement based solely upon the representations set forth herein and upon each party's
own independent investigation of any and all facts such party deems material.
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28. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be
sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such as,
but not limited to, Federal Express, which provides a receipt showing date and time of delivery,
or (iii) United States Mail, certified, postage prepaid, return receipt requested. All such notices
shall be delivered to the addressee or addressed as set forth below:
To City: Utilities Department
City of San Luis Obispo
879 Morro St
San Luis Obispo, CA 93401
To Contractor: Name
Mailing Address
29. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior
Court of San Luis Obispo County, California, regardless of where else venue may lie. The
validity, interpretation, construction and performance of this Agreement, and all acts and
transactions pursuant hereto and the rights and obligations of the Parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of California,
without giving effect to principles of conflicts of law.
30. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each
individual executing this Agreement on behalf of each party is a person duly authorized and
empowered to execute Agreements for such party.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year
first above written.
CITY CONTRACTOR
_______________________________
By: [Name]
Its: [Title of City Manager or Department
Head]
_______________________________
By: [Name]
Its: [Title]
APPROVED AS TO FORM:
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_______________________________
By: J. Christine Dietrick, City Attorney
Page 217 of 764
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EXHIBIT B
GENERAL TERMS AND CONDITIONS
1. Business License & Tax. The Contractor must have a valid City of San Luis Obispo
business license & tax certificate before execution of the contract. Additional information
regarding the City’s business tax program may be obtained by calling (805) 781-7134.
2. Ability to Perform. The Contractor warrants that it possesses, or has arranged through
subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry
out and complete the work hereunder in compliance with all federal, state, county, city, and
special district laws, ordinances, and regulations.
3. Laws to be Observed. The Contractor shall keep itself fully informed of and shall
observe and comply with all applicable state and federal laws and county and City of San
Luis Obispo ordinances, regulations and adopted codes during its performance of the work.
4. Payment of Taxes. The contract prices shall include full compensation for all taxes that
the Contractor is required to pay.
5. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all
charges and fees, and give all notices necessary.
6. Safety Provisions. The Contractor shall conform to the rules and regulations
pertaining to safety established by OSHA and the California Division of Industrial Safety.
7. Public and Employee Safety. Whenever the Contractor’s operations create a condition
hazardous to the public or City employees, it shall, at its expense and without cost to the City,
furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other
devices and take such other protective measures as are necessary to prevent accidents or
damage or injury to the public and employees.
8. Preservation of City Property. The Contractor shall provide and install suitable
safeguards, approved by the City, to protect City property from injury or damage. If City
property is injured or damaged resulting from the Contractor’s operations, it shall be replaced
or restored at the Contractor’s expense. The facilities shall be replaced or restored to a
condition as good as when the Contractor began work.
9. Immigration Act of 1986. The Contractor warrants on behalf of itself and all
subcontractors engaged for the performance of this work that only persons authorized to work
in the United State pursuant to the Immigration Reform and Control Act of 1986 and other
applicable laws shall be employed in the performance of the work hereunder.
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10. Non-Discrimination. In the performance of this work, the Contractor agrees that it
will not engage in, nor permit such subcontractors as it may employ, to engage in
discrimination in employment of persons because of age, race, color, sex, national origin or
ancestry, sexual orientation, or religion of such persons.
11. Work Delays. Should the Contractor be obstructed or delayed in the work required to
be done hereunder by changes in the work or by any default, act, or omission of the City, or by
strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials,
equipment, or labor due to federal government restrictions arising out of defense or war
programs, then the time of completion may, at the City’s sole option, be extended for such
periods as may be agreed upon by the City and the Contractor. In the event that there is
insufficient time to grant such extensions prior to the completion date of the contract, the City
may, at the time of acceptance of the work, waive liquidated damages that may have accrued
for failure to complete on time, due to any of the above, after hea ring evidence as to the
reasons for such delay, and making a finding as to the causes of same.
12. Payment Terms. The City’s payment terms are 30 days from the receipt of an original
invoice and acceptance by the City of the materials, supplies, equipment, or services provided
by the Contractor (Net 30). Contractor will submit invoices monthly for actual services
performed. Invoices shall be submitted on or about the first business day of each month, or as
soon thereafter as practical, for services provided in the previous month. Final June invoices
shall be received no later than the 5th business day of July to meet City fiscal year -end
deadlines. Payment shall be made within thirty (30) days of receipt of each invoice as to all
non-disputed fees. If the City disputes any of Contractor's fees it shall give written notice to
Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the
invoice. Any final payment under this Agreement shall be made within forty-five (45) days of
receipt of an invoice, therefore.
13. Inspection. The Contractor shall furnish City with every reasonable opportunity for City
to ascertain that the services of the Contractor are being performed in accordance with the
requirements and intentions of this contract. All work done, and all materials furnished, if any,
shall be subject to the City’s inspection and approval. The inspection of such work shall not
relieve Contractor of any of its obligations to fulfill its contract requirements.
14. Audit. The City shall have the option of inspecting and/or auditing all records and other
written materials used by Contractor in preparing its invoices to City as a condition precedent
to any payment to Contractor.
15. Interests of Contractor. The Contractor covenants that it presently has no interest, and
shall not acquire any interest—direct, indirect or otherwise—that would conflict in any manner
or degree with the performance of the work hereunder. The Contractor further covenants that,
in the performance of this work, no subcontractor or person having such an interest shall be
employed. The Contractor certifies that no one who has or will have any financial interest in
performing this work is an officer or employee of the City. It is hereby expressly agreed that, in
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the performance of the work hereunder, the Contractor shall at all times be deemed an
independent contractor and not an agent or employee of the City.
16. Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by
law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall
indemnify, defend, and hold harmless the City, and its elected officials, officers, employees,
volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims,
liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs
of litigation (“claims”), arising out of the Contractor’s performance or Contractor’s failure to
perform its obligations under this Agreement or out of the operations conducted by Contractor,
including the City’s active or passive negligence, except for such loss or damage arising from the
sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a
party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s
performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees
or at the City’s option, reimburse the City Indemnitees their costs of defense, including
reasonable legal fees, incurred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services involve
a “construction contract” as that phrase is used in Civil Code Section 2783, this paragraph shall
apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited
to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold
harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City
Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations,
judgments, or damages, including reasonable legal counsels’ fees and costs of litigation
(“claims”), arising out of the Contractor’s performance or Contractor’s failure to perform its
obligations under this Agreement or out of the operations conducted by Contractor, except for
such loss or damage arising from the active negligence, sole negligence or willful misconduct of
the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other
adversarial proceeding arising from Contractor’s performance of this Agreement, the
Contractor shall provide a defense to the City Indemnitees or at the City’s option, reimburse
the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense
of such claims.
(c) Design Professional Services: In the event Contractor is a “design professional”, and the
Scope of Services require Contractor to provide “design professional services” as those phrases
are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B.
To the fullest extent permitted by law (including, but not limited to California Civil Code
Sections 2782 and 2782.8) Contractor shall indemnify, defend and hold harmless the City and
its elected officials, officers, employees, volunteers and agents (“City Indemnitees”), from and
against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert
Contractor and expert witness fees arising out of, pertaining to or relating to, the negligence,
recklessness or willful misconduct of Contractor, except to the extent caused by the sole
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negligence, active negligence or willful misconduct of the City. Negligence, recklessness or
willful misconduct of any subcontractor employed by Contractor shall be conclusively deemed
to be the negligence, recklessness or willful misconduct of Contractor unless adequately
corrected by Contractor. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from Contractor’s performance of this
Agreement, the Contractor shall provide a defense to the Cit y Indemnitees or at the City’s
option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees,
incurred in defense of such claims. In no event shall the cost to defend charged to Contractor
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under this paragraph exceed Contractor’s proportionate percentage of fault. However,
notwithstanding the previous sentence, in the event one or more defendants is unable to pay its
share of defense costs due to bankruptcy or dissolution of the business, Contractor shall meet
and confer with other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Contractor’s work or work product by any
indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense
obligations. This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this contract
relating to insurance. Contractor’s indemnification obligations under this section extend to any
claims arising out of or related to the negligence, recklessness, or willful misconduct of any sub-
Contractors/ subcontractors.
17. Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise
dispose of the contract, or its right, title or interest, or its power to execute such a contract
to any individual or business entity of any kind without the previous written consent of the
City.
18. Safe Harbor. Contractor/Contractor’s duties and services under this agreement shall
not include preparing or assisting the public entity with any portion of the public entity’s
preparation of a request for proposals, request for qualifications, or any other solicitation
regarding a subsequent or additional contract with the public entity. The public entity
entering this agreement shall at all times retain responsibility for public contracting,
including with respect to any subsequent phase of this project. Contractor/C ontractor’s
participation in the planning, discussions, or drawing of project plans or specifications shall
be limited to conceptual, preliminary, or initial plans or specifications. Contractor/Contractor
shall cooperate with the public entity to ensure that all bidders for a subsequent contract on
any subsequent phase of this project have access to the same information, including all
conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to
this agreement.”
19. Termination for Convenience. The City may terminate all or part of this Agreement
for any or no reason at any time by giving 30 days written notice to Contractor. Should the
City terminate this Agreement for convenience, the City shall be liable as follows : (a) for
standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10)
percent of the total purchase price; (b) for custom products, the less of a reasonable price for
the raw materials, components work in progress and any finished units on hand or the price
per unit reflected on this Agreement. For termination of any services pursuant to this
Agreement, the City’s liability will be the lesser of a reasonable price for the services
rendered prior to termination, or the price for the services reflected on this Agreement. Upon
termination notice from the City, Contractor must, unless otherwise directed, cease work and
follow the City’s directions as to work in progress and finished goods.
20. Termination. If, during the term of the contract, the City determines that the
Contractor is not faithfully abiding by any term or condition contained herein, the City may
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notify the Contractor in writing of such defect or failure to perform. This notice must give the
Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or
cure the deficiency.
If the Contractor has not performed the work or cured the deficiency within the ten days
specified in the notice, such shall constitute a breach of the contract and the City may
terminate the contract immediately by written notice to the Contractor to said effect.
Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights
under the contract except, however, any and all obligations of the Contractor’s surety shall
remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived
by the terminations thereof.
In said event, the Contractor shall be entitled to the reasonable value of its services performed
from the beginning date in which the breach occurs up to the day it received the City’s Notice
of Termination, minus any offset from such payment representing the City’s damages from
such breach. “Reasonable value” includes fees or charges for goods or ser vices as of the last
milestone or task satisfactorily delivered or completed by the Contractor the Agreement
payment schedule; compensation for any other work, services or goods performed or provided
by the Contractor shall be based solely on the City’s a ssessment of the value of the work-in-
progress in completing the overall work scope.
The City reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion, so as to permit
a full and complete accounting of costs. In no event, however, shall the Contractor be entitled
to receive in excess of the compensation quoted in its proposal.
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The Contractor shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property that may arise from or in connection
with the products and materials supplied to the City. The cost of such insurance shall be
borne by the Contractor.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage ("occurrence" form CG
0001);
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile
Liability, code 1 (any auto). The Contractor's commercial automobile policy shall be
specifically endorsed to include coverage for the transportation of pollutants and/ or
hazardous materials.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Contractor's Pollution Liability Insurance coverage covering the handling, remediation,
cleanup or transport of hazardous materials or hazardous wastes.
Minimum Limits of Insurance. Contractor shall maintain limits no less than:
1. General Liability: Contractor shall maintain commercial general liability insurance with
coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not
less than $3,000,000 per occurrence, $6,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO "insured contract"
language will not be accepted.
2. Automobile Liability: Contractor shall maintain automobile insurance at least as broad
as Insurance Services Office form CA 00 01 covering bodily injury and property
damage for all activities of the Contractor arising out of or in connection with Work to
be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $5,000,000 combined single limit
for each accident.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Umbrella or excess liability insurance (if applicable): Contractor shall obtain and
maintain an umbrella or excess liability insurance policy with limits that will provide
bodily injury, personal injury and property damage liability coverage at least as broad
as the primary coverages set forth above, including commercial general liability,
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automobile liability, and employer's liability. Such policy or policies shall include the
following terms and conditions:
a. A drop-down feature requiring the policy to respond if any primary insurance
that would otherwise have applied proves to be uncollectible in whole or in
part for any reason;
b. Pay on behalf of wording as opposed to reimbursement;
c. Concurrency of effective dates with primary policies; and
d. Policies shall "follow form" to the underlying primary policies.
e. Insureds under primary policies shall also be insureds under the umbrella
or excess policies.
5. Contractor's Pollution Liability: Environmental Impairment Liability Insurance shall be
written on a Contractor's Pollution Liability form or other form acceptable to Agency
providing coverage for liability arising out of sudden, accidental and gradual pollution
and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and
in the aggregate. All activities contemplated in this agreement shall be specifically
scheduled on the policy as "covered operations." The policy shall provide coverage for
the hauling of waste from the project site to the final disposal location, including non-
owned disposal sites.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be
declared to and approved by the City. At the option of the City, either: the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers,
officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing
payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability policy is to contain, or be endorsed to
contain, the following provisions:
1. General liability policies shall provide or be endorsed to provide that Agency and its
officers, officials, employees, agents, and volunteers shall be additional insureds under
such policies. This provision shall also apply to any excess/umbrella liability policies.
2. The Contractor's insurance coverage shall be primary insurance as respects the City, its
officers, officials, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, agents or volunteers shall
be excess of the Contractor's insurance and shall not contribute with it.
3. All insurance coverage maintained or procured pursuant to this agreement shall be
endorsed to waive subrogation against Agency, its elected or appointed officers,
agents, officials, employees and volunteers or shall specifically allow Vendor or others
providing insurance evidence in compliance with these specifications to waive their
right of recovery prior to a loss. Vendor hereby waives its own right of recovery against
Agency and shall require similar written express waivers and insurance clauses from
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each of its subconsultants.
4. All insurance coverage maintained or procured pursuant to this agreement shall be
endorsed to waive subrogation against Agency, its elected or appointed officers,
agents, officials, employees and volunteers or shall specifically allow Contractor or
others providing insurance evidence in compliance with these specifications to waive
their right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against Agency and shall require similar written express waivers and insurance
clauses from each of its subconsultants.
5. The Contractor's insurance shall apply separately to each insured against whom claim
is made or suit is brought, except with respect to the limits of the insurer's liability.
6. Notice of Reduction in Coverage. In the event that any coverage required under the
Agreement is reduced, limited, or materially affected in any other manner, Consultant
shall provide written notice to Agency at Contractor's earliest possible opportunity
and in no case later than five days after Contractor is notified of the change in
coverage.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A: VII.
Verification of Coverage. The Contractor shall furnish the City with original endorsements
effecting coverage required by this clause. The endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf. All endorsements are to be received
and approved by the City before work commences.
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