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HomeMy WebLinkAbout26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 1 of 12 City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 https://www.oshkoshwi.gov CONTRACTOR AGREEMENT THIS AGREEMENT is entered into on the 14th day of January, 2026, by and between the CITY OF OSHKOSH, 215 Church Avenue, Oshkosh, Wisconsin 54901 (City), and FULL SERVICE ORGANICS MANAGEMENT, LLC, 3631 County road C, Oconto Falls, WI 54154 (Contractor). 1. Project/Timeline. The City solicited proposals for managing the removal, hauling, handling, and land application of the biosolids produced during treatment of the City’s wastewater to be completed no later than December 31, 2028. a. Services to be provided by Contractor i. Biosolids Removal and Hauling. Contractor shall provide and operate in a clean and workmanlike manner all equipment and labor necessary for the removal, hauling, and disposal of all dewatered biosolids produced by the City’s Wastewater treatment Plant (WWTP) which is suitable for direct land application, as permitted by Wisconsin Department of Natural Resources (WDNR) regulations and other applicable laws in effect in 2025 or as may be amended. Contractor shall remove the biosolids without impeding or hampering in any way the normal operations of the City’s WWTP. Contractor shall be required to provide service hereunder from 7:00 a.m. to 5:00 p.m., Monday through Friday. However, Contractor is authorized to access the City’s WWTP twenty-four (24) hours per day, as needed for the removal and hauling of dewatered biosolids. Therefore, Contractor shall be available for the removal of biosolids from the City's WWTP on an emergency basis, upon 24-hour notice from the City. ii. Biosolids Storage. Contractor shall store City's biosolids produced by City's WWTP during times when biosolids cannot be hauled to and spread upon agricultural land by Contractor because of weather; field conditions; or any State, Federal, or local regulatory requirements. The City’s biosolids Storage Facility referred to in this Agreement consists of a shed located at 6416 CTH K, Omro, Winnebago County, Wisconsin. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 2 of 12 iii. Biosolids Land Application. Contractor shall coordinate with the City's and Gizmo Farms’ representatives concerning the acceptability and availability of Land Application Sites to ensure the timely disposal of the City's biosolids and to ensure the City's biosolids Storage Facility remains at adequate capacity at all times. The parties contemplate that Gizmo Farms owns or leases sufficient agricultural land to accommodate the Land Application of all the City's biosolids. iv. Contractor Notification Requirements and Required S ubmittal to the City. As a condition precedent to the receipt of any payments by the City, Contractor shall provide the following to the City: 1) Contractor shall promptly provide the City the following information so that the City can have assurance from Contractor that NR 204 will be followed and adhered to by Contractor at all times concerning all actions taken pursuant to this Agreement: a) The type of vehicle to be utilized by Contractor to transport biosolids from the City’s WWTP by Contractor. b) The machinery and method to be used by Contractor to apply biosolids to any approved site for spreading. c) The method Contractor will use to measure and account for any ancillary or secondary sources of nitrogen that will be applied to the soils identified for spreading purposes. In the event that Contractor does not intend to utilize any ancillary or secondary sources of nitrogen to be applied to the soils identified for spreading purposes, an authorized representative of Contractor must present a certified statement to the City identifying and warranting that no ancillary or secondary sources of nitrogen will be further applied to the parcel used for spreading purposes during that spreading season. d) Contractor shall provide to the City a written statement confirming land spreading application rates meet City-calculated rates (WDNR Compliant Rates) and note any deviations. v. Periodic Biosolids Analysis Submittals by the City to Contractor and Use of Same by Contractor. The City will obtain biosolids samples from the City’s WWTP and perform applicable analysis of nutrient content of the same on a periodic basis during the term of this Agreement. The City will provide Contractor with true and accurate copies of any reports generated and the Contractor must use those reports to calculate legal and acceptable nutrient loading rates for the soils that will be used for spreading purposes and to obtain historical data to track the site life of the specific soils used for spreading purposes over the course of this Agreement. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 3 of 12 vi. The Contractor shall complete the Annual Land Application Report 3400-55 and the Land Application Records Worksheet 3400-056. vii. Contractor shall obtain a written statement from the farmer(s) or land owner(s) after the application that states the biosolids have been applied to their satisfaction and that the Contractor has left the property in satisfactory condition. 2. Component Parts of the Parties’ Agreement. For convenience, the parties agree to compile various separate documents related to this Project and incorporate them into this Agreement. Therefore, the terms and conditions of this Agreement may be in multiple places, and consist of the component parts described below. The component parts may or may not be physically attached to this Agreement. Regardless of whether or not they are attached, they are considered to be fully incorporated as part of this Agreement. The component parts of this Agreement are: a. The terms of this Contractor Agreement, including any other documents or terms referenced and/or attached, but not including component parts identified below. b. City’s Request for Proposal issued November 17, 2025. c. Contractor’s Bid Proposal Form dated November 26, 2025, which is attached hereto. d. The terms and conditions are listed above in order of importance. If terms and conditions in various component parts are conflicting, then the terms and conditions in the component part first listed will control over the conflicting term and condition in the later component part. Any changes in terms and conditions during the term of the contract are not effective unless agreed to by both parties and incorporated into a written amendment, change order or similar document. The preceding rule of interpretation may be modified by the parties in particular circumstances as described elsewhere in this Agreement or in a signed amendment, change order, or other document. 3. Representatives. The parties assign the following persons as the primary contacts for their respective interests related to managing and carrying out the tasks of this Agreement. These persons may be changed upon written notice from the party making the change. a. For the City: Jason Ellis, Utilities Operations Manager b. For the Contractor: Rich Ellman, Full Service Organics Management, LLC 4. Scope of Services. Contractor shall provide the services described in the component parts identified above. Any changes must be placed in writing and signed by both parties. Changes in scope may include a need to adjust the contract amount either up or down. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 4 of 12 5. Records and Deliverables. Reports and other information may be provided to City as deliverables for this Project. a. Monthly, the parties shall exchange copies of their records of the biosolids removed from the City's plant site by Contractor and quantity of biosolids land applied, including the site of application and area applied to during the preceding month. Such exchange to occur before Contractor renders its billing for biosolids removal during the previous month. b. Deliverables prepared under this Agreement shall become the property of the City upon completion of the work and payment in full of all monies due to the Contractor. c. Contractor’s deliverables are intended only for use related to the Project subject to the Agreement, and are not subject to any warranty or guaranty if subsequently modified or reused for a later project. Any modification or reuse for projects other than the project that is the subject of this Agreement shall be at the City’s sole risk and without liability to Contractor. d. Documents, including deliverables, created by Contractor may subsequently be viewed by, or provided to, a third person as a public record not subject to redaction or withholding by applicable law. In such instances, neither party retains control over subsequent uses of these documents and therefore neither party shall consider the other responsible for such subsequent use. 6. Term and Termination. a. Term. This Agreement shall commence upon January 1, 2026 and shall terminate on December 31, 2028, unless terminated earlier by one (1) of the parties as provided below. The parties may extend this Agreement, upon written notice to this Agreement signed by both parties. b. This agreement is for a three-year term, with the possibility for two additional one-year terms. c. Termination. i. For Cause. If either party shall fail to fulfill in timely and proper manner any of the material obligations under this Agreement, the other party may, at its discretion, terminate this Agreement by written notice. In this event, the Contractor shall be entitled to compensation to the date of delivery of the Notice. ii. For Convenience. The City may terminate this Agreement at any time by giving written notice to the Contractor no later than 30 calendar days before the termination date. In this event, the Contractor shall be entitled to compensation to the termination date. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 5 of 12 7. Time of Completion. The work to be performed under this Agreement shall be commenced and the work completed within the time limits as agreed upon in the City’s Request for Proposal and as otherwise described in this Agreement. The City agrees that the Contractor is not responsible for damages arising directly or indirectly from any delays for causes beyond the Contractor’s control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, public health emergencies, or failure of performance by the City. If the delays resulting from any such causes increase the time required by the Contractor to perform its services in an orderly and efficient manner, the Contractor shall be entitled to an equitable adjustment in schedule. 8. Suspension, Delay, or Interruption of Work. City may suspend, delay, or interrupt the Services of Contractor for the convenience of City. In such event, Contractor's contract amount and schedule shall be equitably adjusted. 9. Assignment. Neither party to this Agreement shall transfer, sublet, or assign any rights under or interest in this Agreement (including, but not limited to, monies that are due or monies that may be due) without the prior written consent of the other party. 10. Independent Contractor. Contractor is an independent contractor and is not an employee of the City. 11. Cooperation in Litigation and Audits. Contractor shall fully and completely cooperate with the City, the City’s insurer, the City’s attorneys, the City’s Auditors or other representative of the City (collectively, the “City” for purposes of this Article). a. Cooperation is expected in connection with any internal or governmental investigation or administrative, regulatory, arbitral, or judicial proceeding (collectively “Litigation”) or internal or governmental Audit, with respect to matters relating to this Agreement. b. Excluded from this duty of cooperation is a third party proceeding in which Contractor is a named party and Contractor and the City have not entered into a mutually-acceptable joint defense agreement. c. Examples of expected cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Contractor’s employees available to the City (or their respective insurers, attorneys, or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony in accordance with a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 6 of 12 d. The City shall reimburse Contractor for reasonable direct expenses incurred in connection with providing documents and records required under this Paragraph and may require, at the City’s sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage, and similar costs; but do not include wages, salaries, benefits, and other employee compensation. Contractor shall not be entitled to additional compensation for employee services provided under this Paragraph. 12. City Responsibilities. The City shall furnish, at the Contractor’s request, such information as is needed by the Contractor to aid in the progress of the Project, providing it is reasonably obtainable from City records. Contractor may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by City. To prevent any unreasonable delay in the Contractor’s work, the City will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. 13. Penalties that May Be Imposed by the City for Contractor’s Violation of this Agreement. The City submits and the Contractor agrees that Contractor’s strict adherence to the terms and conditions of this Agreement are material to this Agreement in order to allow the City to be in full compliance with any and all laws and regulations concerning the disposal of biosolids. As such, Contractor agrees that the City may impose a penalty of Two Hundred Fifty Dollars ($250), per day for each and every violation of Contractor that the City identifies; including but not limited to, the providing of the data requested herein. In addition, if the City determines that Contractor conducts any spreading activity in violation of this Agreement, the City may impose a penalty of Five Thousand Dollars ($5,000), per incident. In addition, if the City determines that Contractor conducts any spreading activity in violation of this Agreement, the City reserves the right to declare this Agreement null and void. 14. Permits and Licenses. Contractor, at its expense, shall timely obtain all licenses, permits, and approvals from any and all governmental agencies necessary, if any, to fully perform the provisions of this Agreement. This Agreement shall be conditioned upon obtaining such permits. Contractor and the City shall cooperate in good faith regarding the procurement of such licenses, permits, and agency approvals. Contractor shall promptly furnish the City with full copies of all licenses, permits, and approvals obtained in accordance with the provisions of this Paragraph. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 7 of 12 15. Safe Handling and Transport. The biosolids removed from the City’s WWTP site hereunder by Contractor shall be contained and handled by Contractor in such a manner that it will not create a nuisance or a hazard along the highways, routes, streets, or passageways selected and utilized by Contractor for hauling between the WWTP site and any disposal site. In carrying out the provisions of this Agreement, Contractor shall be solely liable for and shall promptly pay any fine or penalties imposed for violation of any law or regulation affecting its operation hereunder. In the event of a spill of any materials being hauled by Contractor, Contractor agrees to take immediate action at its sole expense to clean up any such spills. 16. Personnel and Work Schedule. Contractor shall obtain and provide all equipment necessary to perform this Agreement and shall employ and keep employed adequate, responsible personnel to perform same. Contractor shall be solely responsible for supervision of the conduct of such personnel in execution of their work in discharge of this Agreement. Any complaints by the City regarding the performance hereunder of Contractor's employees shall be made, not to such employees, but directly to Contractor by the City, who shall, upon such notice, promptly correct the condition and remedy the complaint. The schedule for removing biosolids from the WWTP site by Contractor shall be prepared jointly by the WWTP manager and Contractor, taking into account frost and field conditions at the disposal sites. 17. Contractor Compliance with Rules and Laws. Contractor agrees to conduct all of its operations in performance of this Agreement in full compliance with all provisions of the Wisconsin Pollution Discharge Elimination System and permits issued by the WDNR to the City. Contractor further agrees to comply with all WDNR rules and regulations regarding biosolids disposal during the term of this Agreement, including but not limited to Wisconsin Administrative Code Provision NR 204, and with all other applicable laws and rules. Contractor agrees to pay for any government-issued citations attributable to Contractor’s non- compliance of applicable government regulation. 18. General Obligations of Contractor. In addition to the other terms and conditions of this Agreement, the Contractor shall comply with the following general terms and conditions of performance: a. Contractor shall be licensed to haul municipal biosolids in the State of Wisconsin. b. Contractor shall abide by all seasonal weight restrictions placed on roads at no additional cost to the City. c. Contractor shall assist the City with the development of a Biosolids Management Plan. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 8 of 12 d. Contractor shall ensure that its trailers are securely latched and properly tarped at all times while on roads in a manner sufficient to prevent any spillage or leakage during transit. Contractor acknowledges that any spills of biosolids on roadways are considered an environmental hazard that must be handled as an emergency. Prompt cleanups are critical to the relevant community’s acceptance of land application and the transport of biosolids. Therefore, spill cleanup is the sole legal and financial responsibility of the Contractor. Furthermore, spills must be promptly reported and properly documented in accordance with all WDNR requirements. e. Contractor shall clean its trailers prior to leaving both the Storage Facility and the land application sites in order to prevent tracking of material onto roadways. f. Notwithstanding the preceding, the City acknowledges that it shall be responsible for generating a biosolids that meets metal concentrations specified in NR 204.07(5); pathogen densities for Class B specified in NR 204.07(6); and, Vectorattraction reduction requirements specified in NR 204.07(7). Furthermore, the City is responsible for the sampling and testing of biosolids at the City’s WWTP, as well as its off-site biosolids at its Biosolids Storage Facility. 19. Changing Standards and Conditions of WDNR. In the event WDNR, or any other applicable governmental entity, shall alter its pollution standards or any other applicable standards so as to prohibit the application of land biosolids to land, this Agreement shall be deemed terminated on the effective date of such prohibition. 20. City's Right to View and Inspect Operations. Contractor agrees that the City may enter upon any premises or vehicles to view and inspect the same, at any reasonable time, upon reasonable notice to Contractor, to determine whether or not Contractor is fully discharging its covenants and obligations hereunder and are obeying and complying fully with any lawful orders, rules, standards, regulations, and ordinances relating either to the premises and/or to biosolids handling, storage, and containment thereon by Contractor. 21. Termination by the City. a. Alternative Method. In the event the City finds an alternative method of disposal of its WWTP biosolids other than agricultural land spreading application that will produce a savings to the City provable to Contractor, then the City may terminate this agreement upon a one (1) year notice prior to the end of an Agreement year. The Contractor is not entitled to any additional compensation subsequent to the expiration of the one (1) year notice referenced above. b. Termination due to Non-Compliance by Contractor of Federal, State, or Local Laws or Regulations. If any item of Non-Compliance (with WDNR Regulations and Guidelines concerning the Land Application of biosolids) should arise that cannot be resolved to the satisfaction of the WDNR within thirty (30) days of written notification by the WDNR to Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 9 of 12 the City, then this Agreement shall be null and void at the discretion of the City. To the same extent, if any Federal or local laws or regulations involving any violation of law or a regulation that cannot be resolved by Contractor within thirty (30) days with such regulatory authority, then the City may terminate this Agreement upon thirty (30) days’ notice to Contractor. 22. Termination by Contractor. In the event WDNR standards or any applicable law, rule, or regulation is altered in such manner so as to continue to permit the application of biosolids waste to land, but at a substantially-increased cost that could not be reasonably foreseen by Contractor, then the parties shall negotiate an increased rate to compensate Contractor for the increased cost. In the event the parties cannot agree on an increased rate within thirty (30) days after the change causing such increase in cost is known to the parties, then Contractor, at Contractor's option, may terminate this Agreement upon giving a one (1) year written notice to the City. 23. Payment. a. Amount. The City shall pay to the Contractor for the performance of the tasks described in this Agreement a total amount not to exceed $934,375 for the work to be performed. b. Payment. The Contractor shall submit itemized monthly statements for services, made in accordance with the terms of this Agreement, for the services performed hereunder during the previous month. All statement shall be itemized and shall detail the services performed and the charges therefor, based on the foregoing and the daily records maintained by each of the parties. The City shall pay the Contractor within thirty (30) calendar days after receipt of such statement. The City shall withhold all payments until all records as required by Section 6 above or any other records required by this Agreement are provided by Contractor. c. Rate for Hauling; Loading in City’s Storage Facility, if needed; and Applying Biosolids to City’s Application Sites. The per wet ton rate proposed for hauling; loading into City’s Storage Facility, if needed; and applying biosolids to City’s application sites on the Contractor’s Bid Proposal Form shall include providing semi-tractor dump trailers, the removal of biosolids from the City's WWTP, hauling to the Storage Facility or directly to suitable sites for immediate land application, and for the land application of the biosolids on authorized Agricultural Sites. The rate shall include, without limitation, all services for the unloading for storage of biosolids, reloading for spreading of stored biosolids, and all equipment required to perform the work. The City has installed a scale at the City’s WWTP and this scale shall be used for all weight calculations when hauling from the City’s WWTP to the Storage Facility or from the City’s WWTP to a field for land application. However, because there is no scale at the Storage Facility, the Contractor shall report the quantity of cubic yards per load for application to the City’s WWTP Manager. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 10 of 12 d. Disputed Amounts. If any statement amount is disputed, the City may withhold payment of such disputed amount and shall provide to Contractor a statement as to the reason(s) for withholding payment. Amounts invoiced and not disputed shall be paid according to the regular schedule agreed upon. e. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. 24. Hold Harmless. It is the intention of the parties that each party shall be solely responsible for its own actions, inactions, and activities, including the actions and activities of its own officers, employees, and agents while acting within the scope of their employment. a. The Contractor covenants and agrees to protect, hold harmless, and indemnify the City of Oshkosh against all actions, claims, and demands which may arise related to Contractor’s performance of services as provided under the terms of this Agreement. This indemnity is limited to losses proximately caused by the Contractor’s negligent performance of this Agreement and is limited to the proportion of loss caused by the negligent performance; and/or indemnification for Contractor’s acts or omissions that involve reckless, wanton, or intentional misconduct. Contractor shall indemnify or refund to the City all sums expended including court costs, attorney fees, and punitive damages which the City may be obliged or adjudged to pay for losses as described within this Paragraph. Claims or demands are due within thirty (30) days of the date of the City’s written demand for indemnification. b. Subject to any and all immunities and limitations contained in Wisconsin Statutes, Sec. 893.80, and any applicable part of the Wisconsin Statutes, the City agrees to hold Contractor harmless from liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), to the proportionate extent caused by or resulting from the intentional or negligent acts of the City, its agents or assigns, its employees, or its Sub-Consultants related to the performance of this Agreement or which may be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of any of the officers, employees, or agents of the City of Oshkosh while acting within the scope of their employment. 25. Insurance. The Contractor agrees to procure and retain in good standing policies which in all respects comply with the attached City of Oshkosh Insurance Requirements for Contractor’s Insurance without Property Insurance Requirements and City of Oshkosh Insurance Requirements for Pollution Exposures Liability Insurance Requirements. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 11 of 12 26. Whole Agreement / Amendment. This document and any attachments identified or documents referenced contain all terms and conditions of the Agreement and any additions, subtractions, or alterations to the resulting Agreement shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. 27. No Third-Party Beneficiaries. This Agreement gives no rights, benefits, or obligations to anyone other than City and Contractor and therefore there are no third-party beneficiaries of this Agreement. 28. Non-Discrimination. The Contractor will not discriminate in its actions related to this Agreement on the basis of race, color, creed, age, and gender, or other protected classes as otherwise prohibited by law. A breach of this term may be regarded as a material breach of this Agreement. Contractor agrees that all hiring or employment related to this Agreement will not involve any discrimination against any employee or applicant for employment related to race, color, religion, sex, sexual orientation, gender identity, national origin, or other protected class as otherwise prohibited by law. 29. Public Records. The City is a governmental entity that is required to comply with Wisconsin public records laws. Contractor acknowledges that Wisconsin Public Records laws assume records are available for public viewing unless there are specific other laws that prevent or limit release, and further acknowledges that documents provided to a public entity such as the City are treated by the law differently than documents provided to a private entity. Contractor also acknowledges that it is a contractor of the City and therefore pursuant to Wisconsin law may be in possession of public records which are not otherwise also in the possession of the City. Contractor agrees to cooperate with the City and any public records requests. Notwithstanding any other term of this Agreement, including component parts, the City will always be allowed to treat the records as either public or as confidential according to applicable law, and to use documents in conformity with all applicable laws, including public records laws. Any action the City takes that is consistent with any applicable law shall not be considered a breach or violation of this Agreement, regardless if this Agreement or any attachment or referenced document includes terms or conditions that conflict with applicable law that the City is following. Contractor may elect to challenge a public records decision by City, but must do so at its own risk and own cost, regardless of the outcome of such challenge. 30. Agreement Not to Be Construed Against Any Party. This Agreement is the product of negotiation between all parties and therefore no term, covenant, or provision herein or the failure to include a term, covenant, or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant, or condition contained herein. 31. No Waiver. Failure of either party to insist upon the strict performance of terms and provisions of this Agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party’s right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\FSO\26-21 FSO Agreement-WWTP Biosolids Haul & Appl_2-5-26.docx Page 12 of 12 32. Severability. If any term, covenant, condition, or provision of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and the remainder of the Agreement shall be valid and enforceable to the fullest extent permitted by law. 33. Choice of Law, Venue, and Dispute Resolution. The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. The parties agree that it may be beneficial to undertake an initial mutually-agreeable mediation to resolve a dispute. However, unless otherwise agreed to by the parties, all disputes shall be resolved by the judiciary. Under no circumstance shall any dispute be subject to arbitration. 34. Signatures. By placing their signatures below, each individual affirms that the entity they represent is authorized to enter into this Agreement, and further affirm that they are authorized by the entity they are representing to bind their respective parties to the terms and conditions of this Agreement. FULL SERVICE ORGANICS MANAGEMENT, LLC By: _____________________________ Rich Ellman President CITY OF OSHKOSH By: _____________________________ Rebecca N. Grill, City Manager And: _____________________________ Darla Salinas, City Clerk Approved as to form: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this Agreement. _____________________________ David Praska, Interim City Attorney _____________________________ Julie Calmes, Finance Director Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor- Consultant Agreements\RFP\26-21 FSO Cover Ltr_11-20-25.docx Page 1 of 2 City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us November 20, 2025 Rich Ellman Full Service Organics Management, LLC 3631 CTH C Oconto Falls, WI 54154 E-Mail: rellman@fsomanagement.com RE: Request for Proposals for City of Oshkosh Biosolids Removal, Hauling, and Land Application Services – Contract 26-21 Dear Rich: The City of Oshkosh is hereby requesting proposals be submitted for biosolids removal, hauling, and land application services. Questions regarding this Request for Proposals shall be emailed to DPW@oshkoshwi.gov (with the subject heading of “City of Oshkosh Biosolids Removal, Hauling, and Land Application RFP Questions”) by 12:00 noon on Monday, November 24, 2025. The questions and appropriate responses will be distributed to all parties receiving this Request for Proposals by 12:00 noon on Tuesday, November 25, 2025. Please submit one (1) hard copy of the completed Bid Proposal Form to the Department of Public Works or e-mail the completed Bid Proposal Form to DPW@oshkoshwi.gov (with the subject heading of “City of Oshkosh Biosolids Removal, Hauling, and Land Application RFP”) no later than 10:00 a.m. on Monday, December 1, 2025. It is anticipated the award of this agreement will be made by Tuesday, December 9, 2025. Please ensure you have the proper insurance paperwork, so the award is not delayed. Enclosed with this letter are copies of the Request for Proposals, the Bid Proposal Form, the City’s Standard Contractor Agreement, the City’s Contractor’s Insurance without Property Insurance Requirements, and the City Pollution Exposure Liability Insurance Requirements. The information contained within these enclosures shall become a part of the agreement with the Contractor selected to perform these services. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor- Consultant Agreements\RFP\26-21 FSO Cover Ltr_11-20-25.docx Page 2 of 2 If you have any questions, please do not hesitate to contact us. Sincerely, Steven M. Gohde, P.E. Assistant Director of Public Works / Utilities General Manager SMG/tlt Enclosures cc: James Rabe, P.E., CPESC, Director of Public Works Jason Ellis, Utilities Operations Manager Kevin Sorge, Wastewater Plant Manager File Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Biosolids Hauling and Application RFP_11-20-25.docx Page 1 of 3 Request for Proposal Contractor Services for the City of Oshkosh Contract 26-21 Biosolids Removal, Hauling, and Land Application Services INTRODUCTION The purpose of this Request for Proposal (RFP) is to solicit proposals and set forth terms and conditions whereby the City of Oshkosh (City) will contract with the successful Contractor to provide the necessary Scope of Services. The City is seeking an agreement with a contractor to manage the removal, hauling, handling, and land application of the biosolids produced during treatment of the City’s wastewater. BACKGROUND The City owns and operates a wastewater treatment plant (WWTP), which treats sewage from the City and several surrounding Sanitary Districts in accordance with provisions set forth in a Wisconsin Pollutant Discharge Elimination System (WPDES) permit issued by the Wisconsin Department of Natural Resources (WDNR). This permit allows for the anaerobic digestion of sludge followed by centrifugal dewatering to produce a Class B biosolids cake, which is then land applied. The cake is typically 20% – 26% solids. The City is currently in discussions to continue the use of a Storage Facility and application sites owned by Gizmo Farms. The Storage Facility has a 12-month storage capacity for use when environmental conditions do not allow the land application of the biosolids. The City currently is contracted with Gizmo Farms to perform biosolids removal, hauling, storage, and land application. The current contract will terminate at the end of 2025. Solids processing can occur at the WWTP Monday – Friday; between 8:00 a.m. and 7:00 pm. Typically, solids are processed three (3) to four (4) days per week with one (1) to two (2) loads generated per operating day. The current arrangement uses 32 cubic yard semi- tractor dump trailers. The WWTP has three (3) trailer bays and always must have the ability to process biosolids into a trailer. This agreement will be for a 3-year term, with the possibility of two 1-year additional terms. QUALIFICATIONS The selected Contractor must meet the following minimum requirements: 1. Experience working with municipal sludge transport, storage, and land application. 2. Possess all necessary permits, certificates, and licensing needed to handle Class B biosolids. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Biosolids Hauling and Application RFP_11-20-25.docx Page 2 of 3 SCOPE OF SERVICES The selected Contractor will be required to provide the following services: 1. Remove and haul dewatered biosolids from the City’s WWTP to contracted Storage Facility. Contractor will provide all necessary equipment and staff to perform this task. The City’s dewatering facility is located at 850 Dempsey Trail, Oshkosh, WI 54902. The Storage Facility is located at 6416 County Road K, Omro, WI 54963 and is owned and operated by Gizmo Farms. The City will contract with Gizmo Farms independently to secure this location for storage use. 2. Work cooperatively with Storage Facility owner to access, deposit, and remove sludge for land application. The Contractor will be required to operate and maintain the Storage Facility in a clean and safe working condition. Cooperation with the owner and the City will be necessary. The Contractor will also need to provide proper equipment and staff for the movement and loading of biosolids within the Storage Facility in preparation for land application. 3. Perform land application of biosolids. Contractor will provide all necessary equipment and staff to accomplish land application and incorporation in accordance with provisions set forth in the WPDES permit issued to the City. Contactor shall work cooperatively with Gizmo Farms representatives to determine which application sites are available and confirm selected sites and application time periods prior to application. 4. Program Administration. The Contractor will work with WWTP Manager and Gizmo Farms representatives to provide all information required to file and submit all necessary application site approval requests, as well as data needed to calculate site loading rates. The WWTP Manager will be responsible for calculating loading rates and providing them to the Contractor. All required reports to the WDNR will be filed by the WWTP Manager unless otherwise specified. The per wet ton rate proposed for hauling; loading into City’s Storage Facility, if needed; and applying biosolids to City’s application sites on the Contractor’s Bid Proposal Form shall include providing semi-tractor dump trailers, the removal of biosolids from the City's WWTP, hauling to the Storage Facility or directly to suitable sites for immediate land application, and for the land application of the biosolids on authorized Agricultural Sites. The rate shall include, without limitation, all services for the unloading for storage of biosolids, reloading for spreading of stored biosolids, and all equipment required to perform the work. The City has installed a scale at the City’s WWTP and this scale shall be used for all weight calculations when hauling from the City’s WWTP to the Storage Facility or from the City’s WWTP to a field for land application. However, because there is no scale at the Storage Facility, the Contractor shall report the quantity of cubic yards per load for application to the City’s WWTP Manager. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Biosolids Hauling and Application RFP_11-20-25.docx Page 3 of 3 PROPOSAL SUBMITTAL REQUIREMENTS Please submit one (1) hard copy of the completed Bid Proposal Form by 10:00 a.m., Monday, December 1, 2025 to: City of Oshkosh Department of Public Works Engineering Division 215 Church Avenue, Room 301 Oshkosh, WI 54901 Or e-mail the completed Proposal Form to DPW@oshkoshwi.gov by 10:00 a.m., Monday, December 1, 2025 (with the subject heading of “City of Oshkosh Biosolids Removal, Hauling, and Land Application RFP”). QUESTIONS Questions regarding this request shall be e-mailed to DPW@oshkoshwi.gov (with the subject heading of “City of Oshkosh Biosolids Removal, Hauling, and Land Application RFP Questions”) by 12:00 noon on Monday, November 24, 2025. The questions and appropriate responses will be distributed to all parties receiving this request by 12:00 noon on Tuesday, November 25, 2025. ADDITIONAL INFORMATION AVAILABLE Site visits of either the WWTP or the Storage Facility may be arranged, if requested. PROPOSAL SELECTION AND AGREEMENT The City will notify all parties upon completion of the evaluation process. The City will prepare the agreement for the selected Contractor. The scope of services defined in this RFP, the cost supplied by the Contractor, along with any subsequent scope addenda/amendments, will become the scope of work for the Contractor. These services will be provided under the City’s Standard Contractor Agreement, the City’s Contractor’s Insurance without Property Insurance Requirements, and the City’s Pollution Exposures Liability Insurance Requirements (samples of each are enclosed). Beyond this scope and budget, the contractual agreement will require the Contractor to provide proof of required insurance coverage, naming the City as an additional insured. The City’s insurance requirements are attached to this RFP. Upon signature by designated City officials, the agreement will become binding and the Contractor may begin to execute its scope of work. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Biosolids Hauling and Application Bid Proposal Form_11-20-25.docx Page 1 of 1 CITY OF OSHKOSH CONTRACT 26-21 BIOSOLIDS REMOVAL, HAULING, AND LAND APPLICATION SERVICES BID PROPOSAL FORM Page 1 of 1 From: _________________________________________________ (Bidder’s company name) BID PROPOSAL DEADLINE: by MONDAY, DECEMBER 1, 2025 – 10:00 a.m. Addenda: Receipt of Addenda numbered _____ of _______ are hereby understood, acknowledged, and included in Bidder’s Bid Proposal Form. If no addenda were issued for this Project, please write “N/A” above. Bid Item Description 2026 Est. QTY* 2026 Unit Price 2026 Est. Total Price 2027 Est. QTY* 2027 Unit Price 2027 Est. Total Price 2028 Est. QTY* 2028 Unit Price 2028 Est. Total Price 1 Per wet ton cost for hauling; loading into City’s storage facility, if needed; and applying to City’s application sites 6,500 6,500 6,500 Annual Totals *These are estimated annual quantities. Awarded Contractor will invoice City only for documented actual services performed. Total for 2026 + 2027 + 2028 = $_____________________ Bid in Words: __________________________________________________________________________________ We, the undersigned, propose to furnish all labor and materials per the Request for Proposals for the following amount(s): SIGNATURES Date: ___________ Name of Company: __________________________________________ Submitted by: (name/title) ____________________________Email: ___________________ Address of Company: _________________________________Phone: __________________ Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 1 of 12 City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 https://www.oshkoshwi.gov CONTRACTOR AGREEMENT THIS AGREEMENT is entered into on the _____ day of ________________, 2025, by and between the CITY OF OSHKOSH, 215 Church Avenue, Oshkosh, Wisconsin 54901 (City), and CONTRACTOR, address, City, State Zip (Contractor). 1. Project/Timeline. The City solicited proposals for managing the removal, hauling, handling, and land application of the biosolids produced during treatment of the City’s wastewater to be completed no later than December 31, 2028. a. Services to be provided by Contractor i. Biosolids Removal and Hauling. Contractor shall provide and operate in a clean and workmanlike manner all equipment and labor necessary for the removal, hauling, and disposal of all dewatered biosolids produced by the City’s Wastewater treatment Plant (WWTP) which is suitable for direct land application, as permitted by Wisconsin Department of Natural Resources (WDNR) regulations and other applicable laws in effect in 2025 or as may be amended. Contractor shall remove the biosolids without impeding or hampering in any way the normal operations of the City’s WWTP. Contractor shall be required to provide service hereunder from 7:00 a.m. to 5:00 p.m., Monday through Friday. However, Contractor is authorized to access the City’s WWTP twenty-four (24) hours per day, as needed for the removal and hauling of dewatered biosolids. Therefore, Contractor shall be available for the removal of biosolids from the City's WWTP on an emergency basis, upon 24-hour notice from the City. ii. Biosolids Storage. Contractor shall store City's biosolids produced by City's WWTP during times when biosolids cannot be hauled to and spread upon agricultural land by Contractor because of weather; field conditions; or any State, Federal, or local regulatory requirements. The City’s biosolids Storage Facility referred to in this Agreement consists of a shed located at 6416 CTH K, Omro, Winnebago County, Wisconsin. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 2 of 12 iii. Biosolids Land Application. Contractor shall coordinate with the City's and Gizmo Farms’ representatives concerning the acceptability and availability of Land Application Sites to ensure the timely disposal of the City's biosolids and to ensure the City's biosolids Storage Facility remains at adequate capacity at all times. The parties contemplate that Gizmo Farms owns or leases sufficient agricultural land to accommodate the Land Application of all the City's biosolids. iv. Contractor Notification Requirements and Required S ubmittal to the City. As a condition precedent to the receipt of any payments by the City, Contractor shall provide the following to the City: 1) Contractor shall promptly provide the City the following information so that the City can have assurance from Contractor that NR 204 will be followed and adhered to by Contractor at all times concerning all actions taken pursuant to this Agreement: a) The type of vehicle to be utilized by Contractor to transport biosolids from the City’s WWTP by Contractor. b) The machinery and method to be used by Contractor to apply biosolids to any approved site for spreading. c) The method Contractor will use to measure and account for any ancillary or secondary sources of nitrogen that will be applied to the soils identified for spreading purposes. In the event that Contractor does not intend to utilize any ancillary or secondary sources of nitrogen to be applied to the soils identified for spreading purposes, an authorized representative of Contractor must present a certified statement to the City identifying and warranting that no ancillary or secondary sources of nitrogen will be further applied to the parcel used for spreading purposes during that spreading season. d) Contractor shall provide to the City a written statement confirming land spreading application rates meet City-calculated rates (WDNR Compliant Rates) and note any deviations. v. Periodic Biosolids Analysis Submittals by the City to Contractor and Use of Same by Contractor. The City will obtain biosolids samples from the City’s WWTP and perform applicable analysis of nutrient content of the same on a periodic basis during the term of this Agreement. The City will provide Contractor with true and accurate copies of any reports generated and the Contractor must use those reports to calculate legal and acceptable nutrient loading rates for the soils that will be used for spreading purposes and to obtain historical data to track the site life of the specific soils used for spreading purposes over the course of this Agreement. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 3 of 12 vi. The Contractor shall complete the Annual Land Application Report 3400-55 and the Land Application Records Worksheet 3400-056. vii. Contractor shall obtain a written statement from the farmer(s) or land owner(s) after the application that states the biosolids have been applied to their satisfaction and that the Contractor has left the property in satisfactory condition. 2. Component Parts of the Parties’ Agreement. For convenience, the parties agree to compile various separate documents related to this Project and incorporate them into this Agreement. Therefore, the terms and conditions of this Agreement may be in multiple places, and consist of the component parts described below. The component parts may or may not be physically attached to this Agreement. Regardless of whether or not they are attached, they are considered to be fully incorporated as part of this Agreement. The component parts of this Agreement are: a. The terms of this Contractor Agreement, including any other documents or terms referenced and/or attached, but not including component parts identified below. b. City’s Request for Proposal issued November 17, 2025. c. Contractor’s Bid Proposal Form dated ____________________, which is attached hereto. d. The terms and conditions are listed above in order of importance. If terms and conditions in various component parts are conflicting, then the terms and conditions in the component part first listed will control over the conflicting term and condition in the later component part. Any changes in terms and conditions during the term of the contract are not effective unless agreed to by both parties and incorporated into a written amendment, change order or similar document. The preceding rule of interpretation may be modified by the parties in particular circumstances as described elsewhere in this Agreement or in a signed amendment, change order, or other document. 3. Representatives. The parties assign the following persons as the primary contacts for their respective interests related to managing and carrying out the tasks of this Agreement. These persons may be changed upon written notice from the party making the change. a. For the City: Name, Title b. For the Contractor: Name, Title 4. Scope of Services. Contractor shall provide the services described in the component parts identified above. Any changes must be placed in writing and signed by both parties. Changes in scope may include a need to adjust the contract amount either up or down. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 4 of 12 5. Records and Deliverables. Reports and other information may be provided to City as deliverables for this Project. a. Monthly, the parties shall exchange copies of their records of the biosolids removed from the City's plant site by Contractor and quantity of biosolids land applied, including the site of application and area applied to during the preceding month. Such exchange to occur before Contractor renders its billing for biosolids removal during the previous month. b. Deliverables prepared under this Agreement shall become the property of the City upon completion of the work and payment in full of all monies due to the Contractor. c. Contractor’s deliverables are intended only for use related to the Project subject to the Agreement, and are not subject to any warranty or guaranty if subsequently modified or reused for a later project. Any modification or reuse for projects other than the project that is the subject of this Agreement shall be at the City’s sole risk and without liability to Contractor. d. Documents, including deliverables, created by Contractor may subsequently be viewed by, or provided to, a third person as a public record not subject to redaction or withholding by applicable law. In such instances, neither party retains control over subsequent uses of these documents and therefore neither party shall consider the other responsible for such subsequent use. 6. Term and Termination. a. Term. This Agreement shall commence upon January 1, 2026 and shall terminate on December 31, 2028, unless terminated earlier by one (1) of the parties as provided below. The parties may extend this Agreement, upon written notice to this Agreement signed by both parties. b. This agreement is for a three-year term, with the possibility for two additional one-year terms. c. Termination. i. For Cause. If either party shall fail to fulfill in timely and proper manner any of the material obligations under this Agreement, the other party may, at its discretion, terminate this Agreement by written notice. In this event, the Contractor shall be entitled to compensation to the date of delivery of the Notice. ii. For Convenience. The City may terminate this Agreement at any time by giving written notice to the Contractor no later than 30 calendar days before the termination date. In this event, the Contractor shall be entitled to compensation to the termination date. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 5 of 12 7. Time of Completion. The work to be performed under this Agreement shall be commenced and the work completed within the time limits as agreed upon in the City’s Request for Proposal and as otherwise described in this Agreement. The City agrees that the Contractor is not responsible for damages arising directly or indirectly from any delays for causes beyond the Contractor’s control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, public health emergencies, or failure of performance by the City. If the delays resulting from any such causes increase the time required by the Contractor to perform its services in an orderly and efficient manner, the Contractor shall be entitled to an equitable adjustment in schedule. 8. Suspension, Delay, or Interruption of Work. City may suspend, delay, or interrupt the Services of Contractor for the convenience of City. In such event, Contractor's contract amount and schedule shall be equitably adjusted. 9. Assignment. Neither party to this Agreement shall transfer, sublet, or assign any rights under or interest in this Agreement (including, but not limited to, monies that are due or monies that may be due) without the prior written consent of the other party. 10. Independent Contractor. Contractor is an independent contractor and is not an employee of the City. 11. Cooperation in Litigation and Audits. Contractor shall fully and completely cooperate with the City, the City’s insurer, the City’s attorneys, the City’s Auditors or other representative of the City (collectively, the “City” for purposes of this Article). a. Cooperation is expected in connection with any internal or governmental investigation or administrative, regulatory, arbitral, or judicial proceeding (collectively “Litigation”) or internal or governmental Audit, with respect to matters relating to this Agreement. b. Excluded from this duty of cooperation is a third party proceeding in which Contractor is a named party and Contractor and the City have not entered into a mutually-acceptable joint defense agreement. c. Examples of expected cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Contractor’s employees available to the City (or their respective insurers, attorneys, or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony in accordance with a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 6 of 12 d. The City shall reimburse Contractor for reasonable direct expenses incurred in connection with providing documents and records required under this Paragraph and may require, at the City’s sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage, and similar costs; but do not include wages, salaries, benefits, and other employee compensation. Contractor shall not be entitled to additional compensation for employee services provided under this Paragraph. 12. City Responsibilities. The City shall furnish, at the Contractor’s request, such information as is needed by the Contractor to aid in the progress of the Project, providing it is reasonably obtainable from City records. Contractor may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by City. To prevent any unreasonable delay in the Contractor’s work, the City will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. 13. Penalties that May Be Imposed by the City for Contractor’s Violation of this Agreement. The City submits and the Contractor agrees that Contractor’s strict adherence to the terms and conditions of this Agreement are material to this Agreement in order to allow the City to be in full compliance with any and all laws and regulations concerning the disposal of biosolids. As such, Contractor agrees that the City may impose a penalty of Two Hundred Fifty Dollars ($250), per day for each and every violation of Contractor that the City identifies; including but not limited to, the providing of the data requested herein. In addition, if the City determines that Contractor conducts any spreading activity in violation of this Agreement, the City may impose a penalty of Five Thousand Dollars ($5,000), per incident. In addition, if the City determines that Contractor conducts any spreading activity in violation of this Agreement, the City reserves the right to declare this Agreement null and void. 14. Permits and Licenses. Contractor, at its expense, shall timely obtain all licenses, permits, and approvals from any and all governmental agencies necessary, if any, to fully perform the provisions of this Agreement. This Agreement shall be conditioned upon obtaining such permits. Contractor and the City shall cooperate in good faith regarding the procurement of such licenses, permits, and agency approvals. Contractor shall promptly furnish the City with full copies of all licenses, permits, and approvals obtained in accordance with the provisions of this Paragraph. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 7 of 12 15. Safe Handling and Transport. The biosolids removed from the City’s WWTP site hereunder by Contractor shall be contained and handled by Contractor in such a manner that it will not create a nuisance or a hazard along the highways, routes, streets, or passageways selected and utilized by Contractor for hauling between the WWTP site and any disposal site. In carrying out the provisions of this Agreement, Contractor shall be solely liable for and shall promptly pay any fine or penalties imposed for violation of any law or regulation affecting its operation hereunder. In the event of a spill of any materials being hauled by Contractor, Contractor agrees to take immediate action at its sole expense to clean up any such spills. 16. Personnel and Work Schedule. Contractor shall obtain and provide all equipment necessary to perform this Agreement and shall employ and keep employed adequate, responsible personnel to perform same. Contractor shall be solely responsible for supervision of the conduct of such personnel in execution of their work in discharge of this Agreement. Any complaints by the City regarding the performance hereunder of Contractor's employees shall be made, not to such employees, but directly to Contractor by the City, who shall, upon such notice, promptly correct the condition and remedy the complaint. The schedule for removing biosolids from the WWTP site by Contractor shall be prepared jointly by the WWTP manager and Contractor, taking into account frost and field conditions at the disposal sites. 17. Contractor Compliance with Rules and Laws. Contractor agrees to conduct all of its operations in performance of this Agreement in full compliance with all provisions of the Wisconsin Pollution Discharge Elimination System and permits issued by the WDNR to the City. Contractor further agrees to comply with all WDNR rules and regulations regarding biosolids disposal during the term of this Agreement, including but not limited to Wisconsin Administrative Code Provision NR 204, and with all other applicable laws and rules. Contractor agrees to pay for any government-issued citations attributable to Contractor’s non- compliance of applicable government regulation. 18. General Obligations of Contractor. In addition to the other terms and conditions of this Agreement, the Contractor shall comply with the following general terms and conditions of performance: a. Contractor shall be licensed to haul municipal biosolids in the State of Wisconsin. b. Contractor shall abide by all seasonal weight restrictions placed on roads at no additional cost to the City. c. Contractor shall assist the City with the development of a Biosolids Management Plan. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 8 of 12 d. Contractor shall ensure that its trailers are securely latched and properly tarped at all times while on roads in a manner sufficient to prevent any spillage or leakage during transit. Contractor acknowledges that any spills of biosolids on roadways are considered an environmental hazard that must be handled as an emergency. Prompt cleanups are critical to the relevant community’s acceptance of land application and the transport of biosolids. Therefore, spill cleanup is the sole legal and financial responsibility of the Contractor. Furthermore, spills must be promptly reported and properly documented in accordance with all WDNR requirements. e. Contractor shall clean its trailers prior to leaving both the Storage Facility and the land application sites in order to prevent tracking of material onto roadways. f. Notwithstanding the preceding, the City acknowledges that it shall be responsible for generating a biosolids that meets metal concentrations specified in NR 204.07(5); pathogen densities for Class B specified in NR 204.07(6); and, Vectorattraction reduction requirements specified in NR 204.07(7). Furthermore, the City is responsible for the sampling and testing of biosolids at the City’s WWTP, as well as its off-site biosolids at its Biosolids Storage Facility. 19. Changing Standards and Conditions of WDNR. In the event WDNR, or any other applicable governmental entity, shall alter its pollution standards or any other applicable standards so as to prohibit the application of land biosolids to land, this Agreement shall be deemed terminated on the effective date of such prohibition. 20. City's Right to View and Inspect Operations. Contractor agrees that the City may enter upon any premises or vehicles to view and inspect the same, at any reasonable time, upon reasonable notice to Contractor, to determine whether or not Contractor is fully discharging its covenants and obligations hereunder and are obeying and complying fully with any lawful orders, rules, standards, regulations, and ordinances relating either to the premises and/or to biosolids handling, storage, and containment thereon by Contractor. 21. Termination by the City. a. Alternative Method. In the event the City finds an alternative method of disposal of its WWTP biosolids other than agricultural land spreading application that will produce a savings to the City provable to Contractor, then the City may terminate this agreement upon a one (1) year notice prior to the end of an Agreement year. The Contractor is not entitled to any additional compensation subsequent to the expiration of the one (1) year notice referenced above. b. Termination due to Non-Compliance by Contractor of Federal, State, or Local Laws or Regulations. If any item of Non-Compliance (with WDNR Regulations and Guidelines concerning the Land Application of biosolids) should arise that cannot be resolved to the satisfaction of the WDNR within thirty (30) days of written notification by the WDNR to Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 9 of 12 the City, then this Agreement shall be null and void at the discretion of the City. To the same extent, if any Federal or local laws or regulations involving any violation of law or a regulation that cannot be resolved by Contractor within thirty (30) days with such regulatory authority, then the City may terminate this Agreement upon thirty (30) days’ notice to Contractor. 22. Termination by Contractor. In the event WDNR standards or any applicable law, rule, or regulation is altered in such manner so as to continue to permit the application of biosolids waste to land, but at a substantially-increased cost that could not be reasonably foreseen by Contractor, then the parties shall negotiate an increased rate to compensate Contractor for the increased cost. In the event the parties cannot agree on an increased rate within thirty (30) days after the change causing such increase in cost is known to the parties, then Contractor, at Contractor's option, may terminate this Agreement upon giving a one (1) year written notice to the City. 23. Payment. a. Amount. The City shall pay to the Contractor for the performance of the tasks described in this Agreement a total amount not to exceed $______________ for the work to be performed. b. Payment. The Contractor shall submit itemized monthly statements for services, made in accordance with the terms of this Agreement, for the services performed hereunder during the previous month. All statement shall be itemized and shall detail the services performed and the charges therefor, based on the foregoing and the daily records maintained by each of the parties. The City shall pay the Contractor within thirty (30) calendar days after receipt of such statement. The City shall withhold all payments until all records as required by Section 6 above or any other records required by this Agreement are provided by Contractor. c. Rate for Hauling; Loading in City’s Storage Facility, if needed; and Applying Biosolids to City’s Application Sites. The per wet ton rate proposed for hauling; loading into City’s Storage Facility, if needed; and applying biosolids to City’s application sites on the Contractor’s Bid Proposal Form shall include providing semi-tractor dump trailers, the removal of biosolids from the City's WWTP, hauling to the Storage Facility or directly to suitable sites for immediate land application, and for the land application of the biosolids on authorized Agricultural Sites. The rate shall include, without limitation, all services for the unloading for storage of biosolids, reloading for spreading of stored biosolids, and all equipment required to perform the work. The City has installed a scale at the City’s WWTP and this scale shall be used for all weight calculations when hauling from the City’s WWTP to the Storage Facility or from the City’s WWTP to a field for land application. However, because there is no scale at the Storage Facility, the Contractor shall report the quantity of cubic yards per load for application to the City’s WWTP Manager. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 10 of 12 d. Disputed Amounts. If any statement amount is disputed, the City may withhold payment of such disputed amount and shall provide to Contractor a statement as to the reason(s) for withholding payment. Amounts invoiced and not disputed shall be paid according to the regular schedule agreed upon. e. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. 24. Hold Harmless. It is the intention of the parties that each party shall be solely responsible for its own actions, inactions, and activities, including the actions and activities of its own officers, employees, and agents while acting within the scope of their employment. a. The Contractor covenants and agrees to protect, hold harmless, and indemnify the City of Oshkosh against all actions, claims, and demands which may arise related to Contractor’s performance of services as provided under the terms of this Agreement. This indemnity is limited to losses proximately caused by the Contractor’s negligent performance of this Agreement and is limited to the proportion of loss caused by the negligent performance; and/or indemnification for Contractor’s acts or omissions that involve reckless, wanton, or intentional misconduct. Contractor shall indemnify or refund to the City all sums expended including court costs, attorney fees, and punitive damages which the City may be obliged or adjudged to pay for losses as described within this Paragraph. Claims or demands are due within thirty (30) days of the date of the City’s written demand for indemnification. b. Subject to any and all immunities and limitations contained in Wisconsin Statutes, Sec. 893.80, and any applicable part of the Wisconsin Statutes, the City agrees to hold Contractor harmless from liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), to the proportionate extent caused by or resulting from the intentional or negligent acts of the City, its agents or assigns, its employees, or its Sub-Consultants related to the performance of this Agreement or which may be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of any of the officers, employees, or agents of the City of Oshkosh while acting within the scope of their employment. 25. Insurance. The Contractor agrees to procure and retain in good standing policies which in all respects comply with the attached City of Oshkosh Insurance Requirements for Contractor’s Insurance without Property Insurance Requirements and City of Oshkosh Insurance Requirements for Pollution Exposures Liability Insurance Requirements. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 11 of 12 26. Whole Agreement / Amendment. This document and any attachments identified or documents referenced contain all terms and conditions of the Agreement and any additions, subtractions, or alterations to the resulting Agreement shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. 27. No Third-Party Beneficiaries. This Agreement gives no rights, benefits, or obligations to anyone other than City and Contractor and therefore there are no third-party beneficiaries of this Agreement. 28. Non-Discrimination. The Contractor will not discriminate in its actions related to this Agreement on the basis of race, color, creed, age, and gender, or other protected classes as otherwise prohibited by law. A breach of this term may be regarded as a material breach of this Agreement. Contractor agrees that all hiring or employment related to this Agreement will not involve any discrimination against any employee or applicant for employment related to race, color, religion, sex, sexual orientation, gender identity, national origin, or other protected class as otherwise prohibited by law. 29. Public Records. The City is a governmental entity that is required to comply with Wisconsin public records laws. Contractor acknowledges that Wisconsin Public Records laws assume records are available for public viewing unless there are specific other laws that prevent or limit release, and further acknowledges that documents provided to a public entity such as the City are treated by the law differently than documents provided to a private entity. Contractor also acknowledges that it is a contractor of the City and therefore pursuant to Wisconsin law may be in possession of public records which are not otherwise also in the possession of the City. Contractor agrees to cooperate with the City and any public records requests. Notwithstanding any other term of this Agreement, including component parts, the City will always be allowed to treat the records as either public or as confidential according to applicable law, and to use documents in conformity with all applicable laws, including public records laws. Any action the City takes that is consistent with any applicable law shall not be considered a breach or violation of this Agreement, regardless if this Agreement or any attachment or referenced document includes terms or conditions that conflict with applicable law that the City is following. Contractor may elect to challenge a public records decision by City, but must do so at its own risk and own cost, regardless of the outcome of such challenge. 30. Agreement Not to Be Construed Against Any Party. This Agreement is the product of negotiation between all parties and therefore no term, covenant, or provision herein or the failure to include a term, covenant, or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant, or condition contained herein. 31. No Waiver. Failure of either party to insist upon the strict performance of terms and provisions of this Agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party’s right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor-Consultant Agreements\RFP\26-21 Current Agreement Form_11-20-25.docx Page 12 of 12 32. Severability. If any term, covenant, condition, or provision of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and the remainder of the Agreement shall be valid and enforceable to the fullest extent permitted by law. 33. Choice of Law, Venue, and Dispute Resolution. The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. The parties agree that it may be beneficial to undertake an initial mutually-agreeable mediation to resolve a dispute. However, unless otherwise agreed to by the parties, all disputes shall be resolved by the judiciary. Under no circumstance shall any dispute be subject to arbitration. 34. Signatures. By placing their signatures below, each individual affirms that the entity they represent is authorized to enter into this Agreement, and further affirm that they are authorized by the entity they are representing to bind their respective parties to the terms and conditions of this Agreement. CONTRACTOR (Business Name) By: _____________________________ Name Title CITY OF OSHKOSH By: _____________________________ Rebecca N. Grill, City Manager And: _____________________________ Darla Salinas, City Clerk Approved as to form: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this Agreement. _____________________________ Lynn A. Lorenson, City Attorney _____________________________ Julie Calmes, Finance Director Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 4/14/14 II - 1 CITY OF OSHKOSH INSURANCE REQUIREMENTS II. CONTRACTOR’S INSURANCE WITHOUT PROPERTY INSURANCE REQUIREMENTS The Contractor shall not commence work on contract until proof of insurance required has been provided to the applicable City department before the contract or purchase order is considered for approval by the City. It is hereby agreed and understood that the insurance required by the City of Oshkosh is primary coverage and that any insurance or self insurance maintained by the City of Oshkosh, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and remain in force until the entire job is completed and the length of time that is specified, if any, in the contract or listed below whichever is longer. 1. INSURANCE REQUIREMENTS FOR CONTRACTOR—LIABILITY & BONDS A. Commercial General Liability coverage at least as broad as Insurance Services Office Commercial General Liability Form, including coverage for Products Liability, Completed Operations, Contractual Liability, and Explosion, Collapse, Underground coverage with the following minimum limits and coverage: 1. Each Occurrence limit $1,000,000 2. Personal and Advertising Injury limit $1,000,000 3. General aggregate limit (other than Products–Completed Operations)per project $2,000,000 4. Products–Completed Operations aggregate $2,000,000 5. Fire Damage limit — any one fire $50,000 6. Medical Expense limit — any one person $5,000 7. Watercraft Liability, (Protection & Indemnity coverage)”if”the project work includes the use of, or operation of any watercraft, then Watercraft Liability insurance must be in force with a limit of $1,000,000 per occurrence for Bodily Injury and Property Damage. 8. Products – Completed Operations coverage must be carried for two years after acceptance of completed work. B. Automobile Liability coverage at least as broad as Insurance Services Office Business Automobile Form, with minimum limits of $1,000,000 combined single limit per accident for Bodily Injury and Property Damage, provided on a Symbol #1– “Any Auto” basis. C. Workers’ Compensation as required by the State of Wisconsin, and Employers Liability insurance with sufficient limits to meet underlying Umbrella Liability insurance requirements. If applicable for the work coverage must include Maritime (Jones Act) or Longshoremen’s and Harbor Workers Act coverage. D. Umbrella Liability providing coverage at least as broad as the underlying Commercial General Liability, Watercraft Liability (if required), Automobile Liability and Employers Liability, with a minimum limit of $2,000,000 each occurrence and $2,000,000 aggregate, and a maximum self-insured retention of $10,000. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 4/14/14 II - 2 E. Aircraft Liability,“if”the project work includes the use of, or operation of any aircraft or helicopter, then Aircraft Liability insurance must be in force with a limit of $3,000,000 per occurrence for Bodily Injury and Property Damage including Passenger liability and including liability for any slung cargo. F. Builder’s Risk / Installation Floater / Contractor’s Equipment or Property - The contractor is responsible for loss and coverage for these exposures. City of Oshkosh will not assume responsibility for loss, including loss of use, for damage to property, materials, tools, equipment, and items of a similar nature which are being either used in the work being performed by the contractor or its subcontractors or are to be built, installed, or erected by the contractor or its subcontractors. G. Also, see requirements under Section 3. H. Bond Requirements 1. Bid Bond. Bids that are $25,000 or greater will require the contractor to provide to the owner a Bid Bond, which will accompany the bid for the project. The Bid Bond shall be equal to 5 percent of the contract bid. The City may, at its discretion, require bonds for certain contracts with amounts less than $25,000. 2. Payment and Performance Bond. If awarded the contract, bids that are $25,000 or greater will require the contractor to provide to the owner a Payment and Performance Bond in the amount of the contract price, covering faithful performance of the contract and payment of obligations arising thereunder, as stipulated in bidding requirements, or specifically required in the contract documents on the date of the contract’s execution. The City may, at its discretion, require bonds for certain contracts with amounts less than $25,000. 3. Acceptability of Bonding Company. The Bid, Payment and Performance Bonds shall be placed with a bonding company with an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VI. 2. INSURANCE REQUIREMENTS FOR SUBCONTRACTOR All subcontractors shall be required to obtain Commercial General Liability (if applicable Watercraft liability), Automobile Liability, Workers’ Compensation and Employers Liability, (if applicable Aircraft liability) insurance. This insurance shall be as broad and with the same limits as those required per Contractor requirements, excluding Umbrella Liability, contained in Section 1 above. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 4/14/14 II - 3 3. APPLICABLE TO CONTRACTORS / SUBCONTRACTORS / SUB-SUB CONTRACTORS A. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VI, and who are authorized as an admitted insurance company in the state of Wisconsin. B. Additional Insured Requirements – The following must be named as additional insureds on all Liability Policies for liability arising out of project work -City of Oshkosh, and its officers, council members, agents, employees and authorized volunteers. On the Commercial General Liability Policy, the additional insured coverage must be ISO form CG 20 10 07 04 or its equivalent and also include Products – Completed Operations ISO form CG 20 37 07 04 or its equivalent for a minimum of 2 years after acceptance of work. This does not apply to Workers Compensation Policies. C. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days’ prior written notice has been given to the City Clerk – City of Oshkosh. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE (A/C. No. Ext): FAX (A/C. No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:ABC Insurance Company NAIC # INSURED INSURER B:XYZ Insurance Company NAIC # INSURER C:LMN Insurance Company NAIC # INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE AMY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYY) POLICY EXP (MM/DD/YYY)LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence)$ 50,000 A CLAIMS-MADE OCCUR MED EXP (Any one person)$ 5,000 ISO FORM CG 20 37 OR EQUIVALENT PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN’L AGGREGATE LIMIT APPLIES PER:PRODUCTS – COMP/OP AGG $ 2,000,000 POLICY PRO- JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident)$ 1,000,000 ANY AUTO BODILY INJURY (Per person)$ B ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident)$ HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident)$ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION $10,000 $ C WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED?Y / N (Mandatory in NH)N If yes, describe under DESCRIPTION OF OPERATIONS below WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE – EA EMPLOYEE $ 100,000 E.L. DISEASE – POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Additional Insureds per attached endorsements. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days’ prior written notice has been given to the City Clerk – City of Oshkosh. CERTIFICATE HOLDER CANCELLATION City of Oshkosh, Attn: City Clerk 215 Church Avenue PO Box 1130 Oshkosh, WI 54903-1130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE, THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Insurer(s) must have a minimum A.M. Best rating of A- and a Financial Performance Rating of VI or better. Policy effective and expiration date. Policy effective and expiration date. Policy effective and expiration date. Policy effective and expiration date. General Liability Policy Number Auto Liability Policy Number Umbrella Liability Policy Number Workers Compensation Policy Number Insurance Agent’s contact information. Insurance Agency contact information, including street address and PO Box if applicable. Insured’s contact information, including name, address and phone number. Insurance Standard II SAMPLE CERTIFICATE Please indicate somewhere on this certificate, the contract or project # this certificate is for. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s):Location(s) Of Covered Operations As required by contract Any and all job sites Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured(s) at the location(s) design- nated above. B.With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to “bodily injury” or “property damage” occurring after: 1.All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of “your work” out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 Insurance Standard II SAMPLE CERTIFICATE Please indicate somewhere on this certificate, the contract or project # this certificate is for. Policy # Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s):Location And Description Of Completed Operations As required by contract Any and all job sites Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, “property dam- age” caused, in whole or in part, by “your work” at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the “products-completed operations hazard”. CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 Policy # Insurance Standard II SAMPLE CERTIFICATE Please indicate somewhere on this certificate, the contract or project # this certificate is for. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 12/20/18 IV - 1 CITY OF OSHKOSH INSURANCE REQUIREMENTS IV. POLLUTION EXPOSURES LIABILITY INSURANCE REQUIREMENTS (If exposure exists, this coverage is in addition to and combined with Insurance Standards I or II) The Contractor shall not commence work on contract until proof of insurance required has been provided to the applicable City department before the contract or purchase order is considered for approval by the City. It is hereby agreed and understood that the insurance required by the City of Oshkosh is primary coverage and that any insurance or self insurance maintained by the City of Oshkosh, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and shall remain in force until the entire job is completed and the length of time that is specified, if any, in the contract or listed below, whichever is longer. 1. CONTRACTORS POLLUTION LIABILITY A. Definition of “Covered Operations” in the policy must include the type of work being done for the City of Oshkosh. B. Limits of Liability: $1,000,000 Each loss for Bodily Injury, Property Damage, Environmental Damage $1,000,000 Aggregate for Bodily Injury, Property Damage, Environmental Damage (Environmental Damage includes Pollution and Clean-up costs) C. Deductible must be paid by Contractor D. If Subcontractors are used in the work, then this policy must also cover the Subcontractors 2. MOTOR VEHICLE / AUTOMOBILE POLLUTION LIABILITY – required “if” the exposure exists A. Definition of “Covered Operations” in the policy must include the type of work being done for the City of Oshkosh B. Limits of Liability: $1,000,000 Each loss for Bodily Injury, Property Damage, Environmental Damage $1,000,000 Aggregate for Bodily Injury, Property Damage, Environmental Damage (Environmental Damage includes Pollution and Clean-up costs) C. Deductible must be paid by Contractor Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 12/20/18 IV - 2 D. If Subcontractors are used in the work, then this policy must also cover the Subcontractors E. Must cover Motor Vehicle loading and unloading (Please show on Certificate of Insurance) 3. ADDITIONAL PROVISIONS A. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VI. B. Additional Insured Requirements – The following must be named as additional insureds on the Contractor’s Pollution and (if exposure exists) Automobile Pollution Liability coverage for liability arising out of project work…City of Oshkosh, and its officers, council members, agents, employees and authorized volunteers. C. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days’ prior written notice has been given to the City Clerk – City of Oshkosh. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 I:\Wastewater\26-21 WWTP Biosolids Haul & Appl\Administrative\Contract Information\Contractor- Consultant Agreements\RFP\26-21 Q&A-WWTP Biosolids Haul & Appl_11-25-25.docx Page 1 of 1 City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.oshkoshwi.gov Questions and Answers for City of Oshkosh Biosolids Removal, Hauling, and Land Application Services – Contract 26-21 Listed below are Bidding Questions (Q) received and the Bidding Answers (A) provided to contractors: (Q) Are you requiring a bid bond with the bid when submitted? If so are you looking for 5% of total contract or 5% for the first year? Also would you accept cashier check for the Bid Bond with the tight Bid window? (A) A bid bond is not required for the RFP. Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31 Docusign Envelope ID: 73A69444-52D0-4183-816E-3AF894428F31