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HomeMy WebLinkAboutA7226 - NCM ENVIRONMENTAL SOLUTIONS IncCONTRACT SERVICES AGREEMENT (NCMEnvironmental Solutions, Inc. — Cannabis Odor Control Compliance and Regulation) THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on October 24, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and NCM Environmental Solutions, Inc., a California Corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a consultant in relation to cannabis odor control assessment, compliance and regulation ("Services"). B. Based on Contractor's specialized experience, education, training, and reputation, Contractor is qualified and desires to provide Services to City under the terms and conditions of this Agreement. C. City desires to retain the services of Contractor to perform the Services. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide Services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A," and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. Revised: 1 /31 /18 720599.1 2. TIME FOR COMPLETION The time for completion of the individual tasks that comprise services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to a schedule agreed upon, on a task -by -task basis, with the City. Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed twenty-five thousand dollars ($25,000). 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of ServicesAVork is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. Each task arising from and related to services rendered under this Agreement shall be performed upon a schedule agreed upon with the City. Any time period extension must be approved in writing by the Contract Officer. 2 Revised: 1 /31 /18 720599.1 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on October 29, 2018, and ending on October 31, 2019, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 _Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Jesse Levin, President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 3 Revised: 1 /31 /18 720599.1 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Jesse Levin President Ray Kapahi Senior Engineer 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "'Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole 4 Revised: 1131 /18 720599.1 negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the Services is required, (individually -Indemnified Party"; collectively "'Indemnified Parties') against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"). but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non -design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non - design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. 5 Revised: 1 /31 /18 720599.1 The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must 6 Revised: 1/31118 720599.1 be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liabilitv of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 7 Revised: 1 /31 /1 S 720599.1 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: NCM Environmental Solutions, Inc. Attention: Jesse Levin 29350 Pacific Coast Highway, Suite 6B Malibu, California 90265 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. g Revised: 1 /31 /18 720599.1 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: B . David H. Ready, PhD City Manager APPROVED AS TO FORM: By: Edward Z. Kotkin, City Attorney Date: Not To Exceed Without The E-xpress Written Authorization Of The City Manager. R'l a4 ATTEST B ►n hony Meji City Clerk "CONTRACTOR" NCM Environmental Solutions, Inc. ByIokgel ha Vw Jest Levin � � President g Revised: 1131 /18 720599.1 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: APPROVED AS TO FORM: Un Edward Z. Kotkin, City Attorney "CITY" City of Palm Springs David H. Ready, PhD City Manager ATTEST LE Anthony Mejia City Clerk "CONTRACTOR" NCM Environmental Solutions, Inc. Date: By: AW e QeA Levin President 9 Revised: 1131 /18 720599.1 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees Schedule of Performance 10 Revised: 1131 /18 720599.1 • loons N NCMN October 18, 2018 Edward Kotkin City Attorney City of Palm Springs 3200 East Tahquitz Way Palm Springs, CA 92262 Subject: Proposal to Provide Cannabis Related Support Services Dear Mr. Kotkin: As a follow-up to our conference call on October 17th, 2018, I am pleased to present this proposal to assist the City of Palm Springs with complying the City's cannabis rules and regulations. The objectives of the proposed work are to assist City staff regulating new and existing cannabis facilities, including medical cannabis collectives, in the City. Specific objectives of the proposed work are: • Review and evaluate the effectiveness of odor plans for existing cannabis operations • Train City inspectors how to respond to odor complaints and how to quantify the intensity of odors • Review new applications for cannabis dispensaries and cultivation operations • Assist City staff in purchasing odor monitoring equipment and train staff in their use • Recommend any changes to existing City Ordinances (Such as Ordinance No. 1933) • Provide general consulting/support to City Staff in enforcing current cannabis related regulations To meet these objectives, a time and material contract is proposed that gives the City the flexibility to allocate the budget where it is most needed. Four tasks are proposed. Collectively, they cover every aspect of cannabis operations in the City from initial licensing and permitting to operating cannabis facilities to compliance and enforcement. Task 1 — Review Odor Plans for Existing Cannabis Operations NCM staff will review the Odor Plans submitted by current, licensed cannabis operations. Each Plan will be checked for its effectiveness to prevent migration of odors. Any deficiencies in the language will be noted along with recommendation and proposed corrective actions that need to be implemented. This will also include odor plans filed with the state. Task 2 — Train Staff In Measuring and Reporting Odor Intensity NCM will assit the city staff in investigating alleged odor control problems at various cannabis facilities in the City. NCM will aid in training the City staff and inspectors on the use of olfactometers to measure the intensity of odors. Over a dozen cities have adopted the use of olfactometers (such as Nasal Ranger), including Denver and Las Vegas. Several cities have included the use of olfactometers in their regulations. The regulations limit the allowable odor intensity near cannabis cultivations and processing facilities. See the following article related to use of olfactometers by various cities to enforce and control cannabis related odors. https://www.bizjoumals.comisacramento/news/2018/06/ 15/this-contraption-may-be-the- answer-to-yolo-county.html The use of olfactometers will allow City inspectors to take enforcement actions against facilities that continue to cause odors that lead to resident complaints. Task 3 — Review Applications for New Cannabis Operations NCM staff will review new applications and determine (a) completeness (b) compliance with City Ordinances such as 1933, 1943 and 1946. NCM will recommend issuance and denial of the permits. Part of the application review will be the adequacy of the odor control plan(s). Task 4 — Review and Recommend Changes to Existing Cannabis Regulations NCM proposes to review and recommend any changes/updates to the City's current ordinances related commercial and adult -use cannabis facilities. We have completed a preliminary review of the City's Ordinance No. 1933 that references odor control requirements and odor prevention techniques. We can assist the City in refining its existing regulations requiring odor control plans to provide for best practices and address specific current technologies. SCHEDULE AND TIMELINE NCM can being work within 10 business days after authorization to proceed and execution of a signed contract. NCM proposes a kick-off meeting at the City offices to review the scope of various tasks and set task priorities. COST ESTIMATE We propose to complete this work on a time and material basis with costs not to exceed $25,000. We have not assigned a breakdown by task at this time. Budget for each task will be assigned after initial meeting with City staff and will depend on the City's priorities. The following billing rates will apply. These rates are 20% below our commercial rates. Senior Staff (Ray Kapahi & Jesse Levin): $135 per hour Technician: $90 per hour Direct costs: Cost + 10% If you have any questions or require additional information, please contact me at 570- 460-8476 or by e-mail: ncmenv.jesse@gmail.com We appreciate your consideration in using our firm's services and look forward to working with you and your staff. Sincerely, Jesse Levin President Attachments 1. Copy of Resume and Recent Projects 2. NCM Qualifications Related to Cannabis NCM0t Jesse Levin President AREAS OF EXPERTISE • Odor Evaluation • Design, build install odor control systems • Community Affairs • Spec design and layout for municipalities to use for Odor Control Requirements EXPERIENCE • Field Technician 2003-2008 • Regional Sales Mgr 2007-2009 • President of Operations 2009-2011 • Company President / CEO 2011-Current • Started NCM Environmental Solutions as a spinoff company to aide the cannabis industry in odor control 2015-Current PROFESSIONAL CERTIFICATIONS/ASSOCIATIONS • Winner of Solid Waste Association top 40 under 40 award 2018 • United States Compost Council Member 2009-Current • National Cannabis Industry Association member 2011-Current • Spoke at 2017 NCIA Cannabis Summit on "Importance of Being a good neighbor." OVERVIEW Mr. Levin has over 15 years of experience in analyzing clients operations, identifying origin points of odors and designing methods to treat those odors before they become fugitive. Mr. Levin assists a broad range of clients throughout North America that focus on different manufacturing methods for cannabis (indoor, greenhouse, outdoor, extraction, edibles and dispensaries). Our company focuses on each site and the municipality rules and guidelines that dictate the different degrees of odor mitigation. The scope of his experience includes working with governmental agencies in creating guidelines that bidding companies need to follow in order to work with existing and future facilities located within that municipality. Mr. Levin's specific experience and skills include the preparation of odor control plan & providing clients with odor control products manufactured at our chemical plant in Pittsburg, PA. Our service team allows us to service all our clients throughout North America ensuring the equipment and products provided work on a consistent basis. Our focus on service allows us to respond to any odor issues within a 24/24 hour time period satisfying our clients and the communities in which they operate. FIELDS OF EXPERIENCE • Design, build, install and service 50,000 sq ft GH, Watsonville CA • Create odor control plan for outdoor grow facility, Upper Lake CA • Create odor control plan for outdoor grow facility, Lower Lake CA • Create odor control plan, design odor control dispersion system for Bang Mingo Cannabis Company, Sacramento CA • Design & Install a foliage feeding / cooling mist system 30,000 sq ft gh grow, Hayfork CA • Design, build and install odor mitigation system on exhaust vents for 30,000 sq ft gh grow, Chico CA 120 Rainbow Plaza Lane ♦ Brodheadsville, PA 92675 r Tel: (570) 460-8476 ♦ Fax: (570) 801-7879 Senior Engineer AREAS OF EXPERTISE • Odor Evaluation and Control - CEQA Support/Impact Assessments ■ Air Permitting Health Risk Assessments Computational Fluid Dynamics Greenhouse Gas Analyses Atmospheric Dispersion Modeling EXPERIENCE NCM Odor Control Senior Engineer, 2016 Air Permitting Specialists, Principal 1995-2016 Harza Engineering, Manager, Air Quality Services, 1993-1995 PROFESSIONAL CERTIFICATIONS/ASSOCIATIONS Accredited Greenhouse Gas Lead Verifier, Specialization in Process Emissions and Electricity Transactions, California Air Resources Board, 2009 Air and Waste Management Association, Member American Institute of Chemical Engineers, Former Member EDUCATION • B.S., Physics, Simon Fraser University, 1972 - M.Eng., Chemical Engineering, University of Toronto, 1975 NCM0) OVERVIEW Mr. Kapahi has over 30 years of experience in analyzing air quality impacts, permitting stationary sources, and preparing environmental impact documents. Mr. Kapahi assists a broad range of clients with identifying and meeting air quality requirements and resolving complex regulatory issues affecting their projects. The scope of his experience includes citing new waste -to -energy plants and obtaining Conditional Use Permits (CUPs) from city and county governments for new projects or the expansion of existing projects. Mr. Kapahi's specific experience and skills include the preparation of emission inventories, analysis of greenhouse gas (GHG) emissions, compliance with the California Environmental Quality Act (CEQA), dispersion modeling, oversight of air quality monitoring, assessment of analysis impacts to public health, preparation of responses to public comments, and appearing before City and County Planning Boards and Commissions on behalf of clients. Following permit approvals, Mr. Kapahi continues to work with clients on permit compliance, reporting obligations, and negotiations of any future changes to facility permits. FIELDS OF EXPERIENCE Air Quality Permitting Waste -to -Energy Project, Fort Irwin, CA Mr. Kapahi was responsible for securing air permits from the Mojave Desert Air Quality Management District (MDAQMD) for a solid waste pyrolysis waste conversion system. The project would convert 34 tons per day of solid waste to synthetic gas that is subsequently combusted to generate 1.75 megawatts (MW) of electric power. He successfully obtained the permits from the MDAQMD. The project is currently under construction. Asphalt Production and Recycling Plant, Kern County, CA Mr. Kapahi prepared the necessary permit applications and supporting documents for a 450,000 tons per year hot mix asphalt and recycling plant. He quantified emissions of regulated air pollutants, demonstrated compliance with Best Available Control Technology BACT and emission NCM 41 RAY KAPAHI offset requirements, and calculated public health risks. The project is currently awaiting Authority to Construct permits from the San Joaquin Valley Air Pollution Control District (SJVAPCD). Title V Permitting for a Lumber Processing and Sawmill, Sonora, CA Mr. Kapahi prepared the Title V permit application for submittal to the Environmental Protection agency (EPA) Region 9 and Tuolumne County Air Pollution Control District (Tuolumne County APCD). He demonstrated compliance with federally enforceable rules and regulations. The facility received the permits in 2012 and remains fully compliant with both EPA and Tuolumne County APCD regulations. CEQA Support Analysis of Air Quality and GHG Impacts from Proposed Oil and Gas Production Wells, Kern County, CA Mr. Kapahi was a member of project team responsible for the preparation of an application for a CUP to allow for the drilling of exploratory oil and gas wells. Air and GHG emissions were quantified and the significance of their impacts were assessed within the context of SJVAPCD CEQA Guidelines. Over 15 projects have been successfully completed since 2011 in Kern, Monterrey, and Santa Barbara Counties. Analysis of Air Quality Impacts from the Proposed Expansion of a Solid Waste and Recycling Facility, Contra Costa County, CA Mr. Kapahi was a member of project team responsible for the preparation of an Environmental Impact Report (EIR) for the proposed expansion of a solid waste and material recycling facility from 1,500 tons per day to 2,700 tons per day. The scope of analysis included the quantification of air emissions, use of dispersion models to demonstrate compliance with air quality standards, and the analysis of public health risks. The significance of project impacts was determined through comparison with CEQA Guidelines established by the Bay Area Air Quality Management District (BAAQMD). Dust and Odor Mitigation Analysis and Control of Fugitive Odors and Dust from a Soil Blending Facility, Stockton, CA Advanced Computational Fluid Mechanics (CFD) models were used to predict the air flow and movement of fugitive dust at a soil blending facility. With this information, the client could install appropriate mitigation services to mitigate off -site migration of fugitive dust. The movement of dust can be viewed at hgps://www.youtube.com/watch?v=wXEX6IT-54U. Ventilation System for Odor Control, Anaheim, CA Advanced CFD models were used to predict the air flow and building pressure to identify the location, size, and number of exhaust fans required to remove odors from the transfer station building Analysis of Migration of Odors and Landfill Gas from a Class III Landfill, Portland, IN Atmospheric dispersion models were employed to assess the migration of odors from a Class III landfill in Central Indiana. 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Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: X required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 12 Revised: 1 /31 /18 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. it or 'for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No." or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 13 Revised: 1/31/18 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 14 Revised: 1131/18 720599.1