HomeMy WebLinkAboutHolloway Environmental Solutions LLC 1st Amendment To Agreement 11-2-231
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (Amendment) made and entered
into as of this ____ day of November 2023, (Effective Date) amends the Agreement
heretofore entered into between the CITY OF FRESNO, a municipal corporation (City),
and Holloway Environmental Solutions LLC, a Wyoming Limited Liability Corporation
(Contractor).
RECITALS
WHEREAS, The City and Contractor entered into a Service Agreement on
January 17, 2019, (Agreement) to provide for Biosolids reuse and disposal services for
$1,274,400.00 per year for three years with two one-year optional terms; and
WHEREAS, the City and Contractor desire to increase the contract price to not to
exceed $2,826,866.69, for a total contract value of $9,198,866.69; and
WHEREAS, with entry into this Amendment, Contractor agrees that it has no claim,
demands, or disputes against the City.
AGREEMENT
NOW, THEREFORE, the City and Contractor agree that the aforesaid Agreement be
amended as follows:
1.The contract price shall be increased by $2,826,866.69, for a total contract
value of $9,198,866.69.
2.In the event of any conflict between the body of this Amendment and any
exhibit or attachment hereto, the terms and conditions of the body of this Amendment shall
control and take precedence over the terms and conditions expressed within the exhibit or
attachment. Furthermore, any terms or conditions contained within any exhibit or
attachment hereto which purport to modify the allocation of risk between the parties,
provided for within the body of this Amendment, shall be null and void.
3.Except as otherwise provided herein, the Agreement dated January 17, 2019,
will remain in full force and effect.
[Signatures follow on the next page.]
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3rd
2
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO, A California municipal corporation
By:
Brock D. Buche, PE, PLS, Director
Department of Public Utilities
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Angela M. Karst Date
Senior Deputy City Attorney
Date
Holloway Environmental Solutions LLC,
A Wyoming Limited Liability Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary) ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Addresses:
CITY:
City of Fresno
Attention: Cory Asher
5607 W Jensen Avenue
Fresno, CA 93706
Telephone No. 559-621-5170
CONSULTANT:
Holloway Environmental Solutions
LLC, Attention: Dan Allen
2019 Westwind Drive Suite B
Bakersfield, CA 93301
Telephone No. 661-332-5034
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Brian Maxted
10/10/2023
CEO
COO
Dan Allen
10/10/2023
10/10/2023
11/3/2023
Tina M Your
11/3/2023
SERVICE CONTRACT
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I/., I/! 1
THIS CONTRACT is made and entered into by and between the CITY OF FRESNO, a
California municipal corporation (hereinafter referred to as "City"), and Holloway Environmental
Solutions LLC, a Wyoming Limited Liability Corporation (hereinafter referred to as "Contractor")
as follows:
1. CONTRACT DOCUMENTS. The "Notice Inviting Proposals," "Instructions to
Proposers," "Proposal" and the "Specifications" including "General Conditions," "Special
Conditions", "Federal Conditions", "Functional Specifications" and "Technical Requirements" for
the following: Requirements Contract for the Removal, Processing, and Beneficial Reuse of
Biosolids (Request for Proposals No. 9468) copies of which are annexed hereto, together with
all the documents specifically referred to in said annexed documents, including the Performance
Bond, if required, are hereby incorporated into and made a part of this Contract, and shall be
known as the Contract Documents.
2.PRICE. For the monetary consideration of ONE MILLION TWO HUNDRED
SEVENTY FOUR THOUSAND FOUR HUNDRED DOLLARS AND NO CENTS ($1,274,400.00),
as set forth in the Proposal, Contractor promises and agrees to perform or cause to be
performed, in a good and workmanlike manner, and to the satisfaction of City, and in strict
accordance with the Specifications, all of the work as set forth in the Contract Documents.
3.PAYMENT. City accepts Contractor's Proposal as stated and agrees to pay the
consideration stated, at the times, in the amounts, and under the conditions specified in the
Contract Documents. Contractor agrees to accept electronic payment from City.
4.INDEMNIFICATION: Contractor shall indemnify, hold harmless and defend City
and each of its officers, officials employees, agents and volunteers from any and all loss,
liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict
liability, including but not limited to personal injury, death at any time and property damage)
incurred by City, Contractor or any other person, and from any and all claims, demands and
actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to
have arisen directly or indirectly out of performance of this Contract. Contractor's obligations
under the preceding sentence shall apply regardless of whether City or any of its officers,
officials, employees, agents or volunteers are actively or passively negligent, but shall not apply
to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross
negligence, or caused by the willful misconduct, of the City or any of its officers, officials,
employees, agents or volunteers.
If Contractor should subcontract all or any portion of the work to be performed under
this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and
defend City and each of its officers, officials, employees, agents and volunteers in accordance
with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
I/Ill
Ill/I
RFP 3-14
06/25/13CAOApprovedJR
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ATTACHMENT A
AUTHORIZED SIGNATORIES MATRIX
HOLLOWAY MANAGEMENT, LLC (the “Company”)
As of December 31, 2020
DOCUMENTS
AUTHORIZED SIGNATORIES
SECTION A. Dividends
Declaring a dividend to Members
Requires Approval of TWO
Managing Directors
Document to be signed by:
Any two Managing Directors
SECTION B. Employment and Related Party
Transactions
Employment, Severance and Compensation of
Officers-
Documents constituting employment, severance or
compensation agreements with any Company
Officers (an “Officer” being any employee with the
title of Vice President or greater or who has signing
authority for the Company)
Requires Approval of TWO
Managing Directors
Document to be signed by
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Chief Operating Officer
Employment, Severance and Compensation of non-
Officer Employees-
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Documents constituting employment, severance or
compensation agreements with any Company
employee (other than an Officer)
Requires Approval of ANY
Managing Director
Document to be signed by:
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Chief Operating Officer; or
6) Controller
Related Party Transactions-
Entering into any agreement or action which bestows
a direct or indirect financial benefit to any director,
officer or shareholder or any affiliate thereof (each a
“Related Party”), including, but not limited to: a)
any consulting agreement between the Company and
any Related Party, b) setting the salary or other
compensation of any officer or director, c) the
purchase, lease, or continual use of any company
vehicle, d) the incurrence of any debt or
advancement of any loan between the Company and
any Related Party, or e) the purchase of any other
property by the Company for use of one or more
Related Parties to achieve a business end or
otherwise.
Requires Approval of TWO
Managing Directors
Document to be signed by:
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Chief Operating Officer; or
6) Controller
Intergroup Transaction
Any agreement or action by and between any two or
more entities within the Holloway Group.
Requires Semi-Annual Review of the
Board of Directors
Document to be signed by:
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Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer
AND, TOGETHER WITH
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Chief Operating Officer
SECTION C. Indebtedness, Investments, and
Disposition of Real Property and other Assets
Documents relating to or affecting the property or
operations of the Company and pertaining to
transactions involving the acquisition, transfer,
purchase or sale of any form of equity interests; the
incurrence of debt or the advancement of any loan,
including as evidenced by any form of notes, bonds
or other evidence of indebtedness; any form of
financial instruments (including swaps, options or
hedges).
Documents relating to or affecting the property or
operations of a Company and pertaining to
transactions involving the purchase or sale of, or
leasing or sub-leasing of, or transfer of, or granting
or obtaining of any interest in, real estate (including
short and long term commercial office leases, and
temporary housing arrangements for officers,
employees and other parties) utilized by a Company
for its own business operations (including any
amendment, modification or supplement to or of any
such Document), but excluding ordinary course
arrangements for hotels and similar venues, and
storage of files or other Company property
Requires Approval of TWO
Managing Directors
Document to be signed by:
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer
AND, TOGETHER WITH
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
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Documents relating to or affecting the property or
operations of the Company and pertaining to any
form of guarantee, indemnity (other than ordinary
course indemnities associated with services provided
by third parties), surety, re-conveyance or
repurchase agreement; pledging or encumbering any
Company property or asset or otherwise creating
liens or encumbrances (other than ordinary course
purchase money liens for office equipment)
6) Chief Operating Officer
SECTION D. Banking, Brokerage and Other
Account Documents
Documents relating to the opening, modification or
closing of any Company bank, custodial, securities,
brokerage, margin, prime brokerage or securities
lending account with any bank, or financial
institution, or the designation in writing to any
depository or custodial bank or firm or the Company
officers and employees who are authorized to
deposit, withdraw, or transfer funds with respect to
such accounts and to revoke or amend any such
designations in writing.
Document to be signed by:
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer
AND, TOGETHER WITH
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
SECTION E. Substantial Third Party Arrangement
Documents
Documents relating to or affecting the property or
operations of the Company and pertaining to
transactions including joint venture agreements,
partnerships, or joint development agreements
Requires Approval of TWO
Managing Directors
Document to be signed by:
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Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer
AND, TOGETHER WITH
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
SECTION F. Tax, Accounting, Legal and
Compliance Documents; Power of Attorney
Tax Documents-
Except as addressed by any other Section above,
Documents relating to ordinary course tax matters
relating to or affecting the property or operations of
the Company
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
Accounting Documents-
Except as addressed by any other Section above,
Documents relating to ordinary course accounting
matters relating to or affecting the property or
operations of the Company
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
7) Controller
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Legal Documents-
Except as addressed by any other Section above,
Documents relating to ordinary course legal matters
relating to or affecting the property or operations of
the Company
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
Compliance, Regulatory and Permit Relating
Documents-
Except as addressed by any other Section above,
Documents relating to ordinary course compliance,
regulatory and permit related matters relating to or
affecting the property or operations of the Company
Any one of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
NOTE: If applying for a new Permit or
engaging in the process to apply for a new
Permit or amend an existing permit,
authorization from any Managing Director is
required
SECTION G. General Documents
Contracts, documents, filings, notices, instruments
or agreements (each a “Document”) relating to or
affective the property or operations of the Company
having a transaction value of the level specified
immediately below:
1) Except as otherwise provided for in the Sections
above, Documents relating to or affecting the
property of the Company having a transaction value
Any one of, acting alone:
1) Managing Director; or
2) Chairman; or
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(individually or in any series of related transactions)
of $5,000 or less
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer; or
7) Any Vice President
2) Except as otherwise provided for in the Sections
above, Documents relating to or affecting the
property of the Company having a transaction value
(individually or in any series of related transactions)
greater than $5,000 but less than $25,000
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer; or
7) Any Vice President
3) Except as otherwise provided for in the Sections
above, Documents relating to or affecting the
property of the Company having a transaction value
(individually or in any series of related transactions)
of $25,000 or more
Requires Approval of ANY
Managing Director
Document to be signed by:
Any two of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer; or
7) Any Vice President
SECTION H. All Other Documents
Documents of any other sort or relating to any other
transaction not expressly provided for above relating
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to or affecting the property, personnel or operations
of the Company
Document to be signed by any two
of:
1) Managing Director; or
2) Chairman; or
3) Chief Executive Officer; or
4) President; or
5) Controller; or
6) Chief Operating Officer
NOTE: Email confirmation by the Managing Directors shall be sufficient evidence of
Authorization as required above.
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