HomeMy WebLinkAboutCM Recycling ServicesAGREEMENT FOR RECYCLING SERVICES
This Agreement is made and entered into this X day of J , 20by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CONSERVATION CORPS
NORTH BAY, INC. (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY wishes to continue to enhance recycling in CITY parks and receives
California Department of Resource Recycling and Recovery (CalRecycle) funds for such purposes;
and
WHEREAS, the CONTRACTOR has resources available to offer low-cost recycling
services in local parks, and has contracts with other public agencies to do so; and
WHEREAS, the CONTRACTOR has agreed to render such services.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Sustainability and Volunteer Program Coordinator
is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall
supervise all aspects of the progress and execution of this Agreement.
B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. The Recycling Program Manager, Kyle LaRue, is hereby
designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions
subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any
reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as outlined in Exhibit A,
attached hereto and incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows:
Provide information and suggestions to help however necessary for CONTRACTOR to
complete the Scope of Work outlined in Exhibit A.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR on a time and materials basis as described in Exhibit A, in a total contract
amount not to exceed $22,914.70.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall be for one (1) year commencing upon date of execution.
Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of
this Agreement may be extended for an additional period of up to six (6) months.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty
(30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to cure
or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
7. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of the
other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising
hereunder shall be void and of no effect.
8. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death,
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bodily injury, personal injuty, or property damage.
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. If it employs any person, CONTRACTOR shall maintain worker's
compensation insurance, as required by the State of California, with statutory limits, and
employer's liability insurance with limits of no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall
be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance policies
shall be "primary and noncontributory" with respect to any insurance or coverage maintained by
CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The
"primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as
ISO form CG20 0104 13.
3. Except for professional
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or worker's compensation
in their text or by endorsement, coverage for
4. By execution of this Agreement, CONTRACTOR hereby grants to
CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire
against CITY by virtue of the payment of any loss tinder such insurance. CONTRACTOR
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but
this provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer.
5. If the insurance is written on a Claims Made Form, then, following termination
of this Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive (late of placement
coinciding with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before
Revised 1/29/2020
CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or
limits shall be available to CITY or any other additional insured party. Furthermore, the requirements
for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONTRACTOR under this agreement.
C. Deductibles and SIR's. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by the PROJECT
MANAGER and City Attorney and shall not reduce the limits of liability. Policies containing any
self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be
satisfied by either the named insured or CITY or other additional insured party. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER
or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance
coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement
page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of
policy language or specific endorsements evidencing the other insurance requirements set forth in this
Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and
endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of
the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
9. INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest
extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold
harmless CITY, its officers, agents, employees and volunteers (collectively, the "City
Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of
any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of
litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its
obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations
apply regardless of whether or not a liability is caused or contributed to by the active or passive
negligence of the City Indemnitees. However, to the extent that liability is caused by the active
negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's
indemnification obligation shall be reduced in proportion to the City Indemnitees' share of
liability for the active negligence or willful misconduct. In addition, the acceptance or approval
of the CONTRACTOR's work or work. product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the
Revised 1/29/2020
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONTRACTOR'S performance of or operations under this Agreement,
CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse
the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in
defense of such claims.
B. Where the services to be provided by CONTRACTOR under this Agreement are
design professional services to be performed by a design professional as that tern is defined under
Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONTRACTOR, or any subCONTRACTORs, or
subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are
legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any
indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or
willful misconduct of such City Indemnitee.
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
10. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
11. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
12. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
Revised 1/29/2020
13. NOTICES.
All notices and other communications required or permitted to be given under this Agreement,
including any notice of change of address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to
be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the
date of deposit with the United States Postal Service. Notice shall be given as follows:
TO CITY's Project Manager:
TO CONTRACTOR's Project Director:
14. INDEPENDENT CONTRACTOR.
Cory Bytof
City of San Rafael
1400 Fifth Ave
San Rafael, CA 94901
Kyle LaRue
Conservation Corps North Bay
27 Larkspur St
San Rafael, CA 94901
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
15. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter,of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
Revised 1/29/2020
16. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR
under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
17. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent
acceptance by either party of any fee, performance, or other consideration which may become due or
owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation
by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance
or regulation.
18. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
19. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONTRACTOR shall pay ally and
all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work performed under this Agreement, until CONTRACTOR has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
20. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
21. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
22. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Revised 1/29/2020
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
J SC TL, City 111na er
ATTES'r:
A
(LINDSAY LAClerk
fi
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, Ci y Attorney
Revised 1/29/2020
CONTRACTOR
By: Apc ITL' -
Name:
Title: '
[If CONTRACTOR is a corporation, add signalm•e of
second corporate officer]
By:
Name:
Title:
Exhibit A
CONSERVATION
CORPS NORT=-fl;
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P[T�' (M3V UT Sanoces m San HOW 'an18 fielcAng
Agency
City of San Rafael
Company
Conservation Corps North Bay
Address
PO Box 151560, 1400 5th Avenue
Contractors License #
690064
City, State, ZIP
San Rafael, CA 94915
Address
27 Larkspur St.
Invoice Contact.
Cory Bytof
City, State ZIP
San Rafael, CA 94901
Phone
415-485-3407
Primary Contact
Kyle LaRue
Email
cory.bytof@cityofsanrafael.org
Phone
707-758-5417
Cc
Email
Please note CHANGE OF ADDRESS:
1400 Fifth Ave
Scope off Mot San Rafael, CA 94901
klarue@ccnorthbay org
Conservation Corps North Bay (CCNB) wi�l supply the City of San Rafael with recycling collection services for their various park
locations
Task Details include:
• Locations. Gerstle Park. Albert Park, San Rafael Library, Boyd Park, Sun Valley Park, Shoreline Park, Peacock Park, Victor
Jones Park, Oleander Park, Santa Margarita Park, Bernard Hoffman Park, and Pickleweed Park
• Service begins on July 1, 2020 and continues until contracted funds are fully spent.
CCNB Responsibilities:
CCNB will provide one Supervisor and one Corpsmember to collect recycling material from identified bins or containers
at the locations mentioned above on a weekly basis.
CCNB will provide litter abatement services within a 1 Oft radius of each identified bin.
CCNB will complete on-site decontamination service with each recycling pickup to increase the quality and recyclability of
the material collected
CCNB will accomodate additional servicing of bins and litter abatement at all locations on an on-call basis
CCNB will provide information on the amount of recycling material collected annually to the City of San Rafael
Net Inducted
N/A
Cosa prMUGSW
We, Conservation Corps North Bay, propose the above scope of work to be completed for an amount not to exceed 822.914.70
HOU00ce Tenn
Invoices will be sent monthly, based on the following labor and materials rates: Disposal costs and materials are billed at cost plus
10% handling. The hourly labor rate for 2020 is $37.76 per Corpsmember hour and $70.65 per Supervisor hour. The hourly labor
rate for 2021 is $40.90 per Corpsmember hour and $74.78 per Supervisor hour. Billing includes travel time to and from the CCNB
Center. Services during 2020 will be charged at a rate of $542.05 per pick up, and services during 2021 will be charged at a rate of
8578.40 per pick up.
Rates are subject to annual increases per CA State Minimum Wage Law requirements and cost of living adjustments Labor and
services will be provided until 'total costs equal contract total or the scope of the work is completed, whichever comes first Actual
daily costs may vary due to attendance. This proposal is valid for two months.
Cost oveakdown
USE mG MORPM2115 almd Boosts
Qty. Description Cost Total
Corpsmember and Supervisor Labor -
22 2020 $542.05 $11,92510
Corpsmember and Supervisor Labor -
19 2021 $578.40 $ t 0,989.60
Total $22,914.70
Page 2 of 2
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: City Manager's
Project Manager: Iman Kayani for Cory Bytof Extension: 3352
Contractor Name: Conservation Corps North Bay, Inc.
Contractor's Contact: Kyle LaRue Contact's Email: klarue@ccnorthbay.org
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
C .,..h here to
❑
enter a date.
b. Email contract (in Word) and attachments to City
8/18/2020
Attorney c/o Laraine.Gittens@cityofsanrafael.org
NIKK
2
City Attorney
a. Review, revise, and comment on draft agreement
8/19/2020
N LG
and return to Project Manager
8/19/2020
N LG
b. Confirm insurance requirements, create Job on
Department Director
PINS, send PINS insurance notice to contractor
3
Approval of final agreement form to send to
9/8/2020
N BG
contractor
4
Project Manager
Forward three (3) originals of final agreement to
9/8/2020
NIKK
Project Manager
contractor for their signature
5
When necessary, contractor -signed agreement
N N/A
agendized for City Council approval *
*City Council approval required for Professional Services
N IKK
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
lick here to
PRINT
Project Manager
Date of City Council approval
enter a date.
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Forward signed original agreements to City
9/17/2020
IKK
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
agreement
/2If ZLIZ(1.
8
City Attorney
Review and approve insurance in PINS, and bonds
��Z�PI2D
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
��
official
Attest signatures, retains original agreement and
G
10
City Clerk
forwards copies to Project Manager