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CM Mattress Recycling Pilot ProgramAGREEMENT FOR MATTRESS RECYCLING PILOT PROGRAM This Agreement is made and entered into this -J"p day of <;A "VAOY , 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and MARIN RESOURCE RECOVERY CENTER, a corporation authorized to do business in California (hereinafter "MRRC"). RECITALS WHEREAS, CITY wishes to undertake a pilot program to encourage the public to recycle unwanted used mattresses dumped in the City's rights of way; and WHEREAS, MRRC has operations and facilities for recycling used mattresses; NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY's Project Manager. CITY's 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. MRRC's Project Director. MRRC shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for MRRC. MRRC's Franchise Contract and Communications Manager is hereby designated as the PROJECT DIRECTOR for MRRC. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, MRRC shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF MRRC. MRRC shall perform the duties and/or provide services as follows: MRRC will conduct all aspects of administration of a pilot mattress recycling buy- back program at their facility, and provide documentation as proposed in the Scope of Service attached hereto as Exhibit A and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: Rev. Date: 1/30114 CITY will conduct all outreach for the program and will provide oversight and guidance as outlined in Exhibit A. 4. COMPENSATION. For the full performance of the services described herein by MRRC, CITY shall pay MRRC as follows: CITY shall pay $20.00 per mattress received at MRRC's facility bearing the City tag. MRRC shall retain the tag from each such mattress and provide it to CITY with its itemized invoice. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by MRRC. 5. TERM OF AGREEMENT. The term of this Agreement shall be for (1) month (s) commencing on February 1, 2015 and ending on February 28, 2015. 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 (2) month(s). 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon ten (10) days written notice mailed or personally delivered to the other party. B. 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. C. Return of Documents. Upon termination, any and all CITY documents or materials provided to MRRC and any and all of MRRC's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 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. NONDISCRIMINATION. MRRC shall not discriminate, in any way, against any person on the basis of age, sex, race, Rev. date: 1/30/14 2 color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 9. COMPLIANCE WITH ALL LAWS. MRRC 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. MRRC 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. 10. NO THIRD PARTY BENEFICIARIES. CITY and MRRC 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. 11. 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, three (3) days after the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO MRRC's Project Director: 12. INDEPENDENT CONTRACTOR. Cory Bytof, Sustainability and Volunteer Program Coordinator City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Kim Scheibly, Franchise Contract and Communications Manager Marin Resource Recovery Center 1050 Andersen Drive San Rafael, CA 94901 For the purposes, and for the duration, of this Agreement, MRRC, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. MRRC and CITY expressly intend and agree that the status of MRRC, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. Rev. date: 1'30/14 13. 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 MRRC 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 MRRC 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. 14. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL MARIN RESOURCE RECOVERY CENTER -Akm C1 i ManagerNANCY MACKLE, City t � M Rev. date: 1/30/14 r B it ltle � �� � � a� �..�✓ n.%'a� i��;�.,� � �,.� ....,i �� �.� �"�!'°'"�"( ;°^P,.. APPROVED AS TO FORM: u, 7 r ROBERT F. EPST E ,City ttorney EXHIBIT A Scope of Service Mattress Recycling Pilot Program Marin Resource Recovery Center and City of San Rafael February 1-28, 2015 Background and Objectives The Mattress Recycling Council (MRC) is launching a state-wide mattress recycling program in 2016. The City of San Rafael is experiencing significant amounts of illegal dumping. Marin Resource Recovery Center (MRRC) is recycling mattresses currently in their daily operations. Each wishes to develop a pilot program to: 1. See if we can reduce the impacts of illegal dumping of mattresses and box springs 2. Test out a buy-back program to see if the amount of reimbursement will be sufficient 3. See if MRRC would be a desired location for a permanent buy-back location in Marin Elements of the Pilot • City staff will tag mattresses and box springs each Friday during February with a tag that indicates the buy-back amount and location to bring mattresses • Tags will clearly show beginning and ending dates of pilot • Pilot will run February 1-28, 2015 • Buy-back is only for mattresses with the City tag • Customers will get $3 per mattress or box springs, regardless of size • Customers will be paid by cash or check as MRRC determines is best • Limits on number of mattresses and box springs — none for the pilot; as long as they have the tag it is fine • City will reimburse MRRC $20 per mattress or box spring to cover processing, rebate and administrative costs. Pilot Activities MRRC • Set up administration and financial system to implement a buy-back service • Track and report numbers of mattresses and box springs received, recycling data, financial data, and impacts on MRRC business during the pilot • Submit reimbursement invoices • Make note of issues that may arise and potential solutions • Recycle the mattresses and box springs • Close the pilot on February 28 City of San Rafael • Provide support and input as requested by MRRC staff • Market the program to potential scavengers • Develop and print the mattress/box springs tags • Track and report the number of tags placed, observations of changes in mattress dumping and recovery, • Reimburse MRRC after invoices are submitted • Work with MRC post -pilot on a pilot report PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all urofessional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft 1-21-15 by agreement. email 2 Contracting Department Forward final agreement to contractor for 1-21-15 their signature. Obtain at least two signed C.A.B. originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; [I , bonds, and insurance certificates and /29 endorsements. 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to thel s� contracting department. To be completed by Contracting Department: Project Manager: Cory Bvtof Project Name: MRRC Mattress RecvclinLy Agendized for City Council Meeting of (if necessary): NA If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.