HomeMy WebLinkAboutCM Recycling Services 2017AGREEMENT
FOR RECYCLING SERVICES
This Agreement is made and entered into this 5-7, day of VyoPcst , 2017, by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CONSERVATION CORPS
NORTH BAY, INC (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY wishes to continue and enhance recycling in CITY parks and
receives California Department of Resource Recycling and Recovery (CalRecycle) funds for
purposes such as this; 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;
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 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 follows:
CONTRACTOR shall perform the duties as outlined in Exhibit A, Scope of Work Proposal dated
1/26/17, attached hereto and incorporated herein by reference.
14-3-603 c.
3. DUTIES OF CITY.
CITY shall pay CONTRACTOR the compensation as provided in Paragraph 4, and shall
provide information and suggestions to help however necessary for CONTRACTOR to complete
the Scope of Work in Exhibit A.
4. COMPENSATION.
For the full perfonnance of the services described herein by CONTRACTOR,
CONTRACTOR shall be compensated on a time and materials basis as described in Exhibit " A, "
in a total contract amount not to exceed $19,000.00. It is understood and agreed by the parties that
payment of compensation hereunder shall be made as follows: CONTRACTOR shall submit
itemized quarterly invoices to CITY for payment and CITY shall remit payment within 30 days of
receipt. Funding for this contract is from the CITY's annual CalRecycle grant.
5. TERM OF AGREEMENT.
This Agreement shall coimnence as of the date first hereinabove written, and shall continue
through April 30, 2018, subject to the tennination provisions in Paragraph 6. 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 (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.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR'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. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
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INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
9. 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.
10. INSURANCE.
A. Scope of Coverage. During the tern 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, bodily injury, personal injury, 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 and employer's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and employees. 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 worker's compensation insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as
additionally named insureds under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance
policies shall be primary 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 worker's compensation insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
4. The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, tenninate or otherwise modify the tenns and conditions of said
insurance policies except upon ten (10) days written notice to the PROJECT MANAGER.
5. If the insurance is written on a Claims Made Form, then, following
tennination 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 date 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 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.
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.
11. 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 hannless 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
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from CONTRACTOR'S perfonnance 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. 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.
12. 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.
13. 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.
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14. 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 ten -ns and conditions of this
Agreement, to the other party.
15. 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: Cory Bytof
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR's Project Director: Brandon Benton
Conservation Corps North Bay
27 Larkspur Street
San Rafael, CA 94901
16. INDEPENDENT CONTRACTOR.
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.
17. 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 terns 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 terns and conditions of this Agreement shall control.
18. 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.
19. WAIVERS.
The waiver by either party of any breach or violation of any tern, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other tern, covenant, condition, ordinance, law or regulation, or of any subsequent breach or
violation of the same or other tern, 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 tern, condition, covenant of this Agreement or any
applicable law, ordinance or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terns 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.
21. 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 any 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).
22. 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
JIM S TZ, ityand er
ATTEST:
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ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
(I 14d401-6= 4t )ZF&—
ROBERT F. EPSTEIN, rity A rney
CONTRACTOR
By: %'C�k &U
Name:
Title: (�'E
and
CONSERVATION CORPS NORTH BAY
CONTRACTORS LIC. #690064
27 Larkspur Street, San Rafael, CA 94901
and
City of San Rafael
Scope of Work Proposal
1/26/17
Conservation Corps North Bay will perform recycling collection for the City of San Rafael, which will include
the following tasks:
• Location: San Rafael, CA
• Duration: This agreement will start on the date that the client signs the agreement on or around
February 1, 2017 and continue through April 31, 2018. This agreement can be extended by agreement of
both parties. However, either party may terminate this agreement by notifying the other party in writing.
• CCNB staff and Corpsmembers will collect recyclables on a weekly basis from identified recycling bins
at Gerstle Park, Albert Park, SR Library, Boyd Park, Sun Valley Park, Shoreline Park, Peacock Park,
Victor Jones Park, Oleander Park, Santa Margarita Park, Bernard Hoffinan Park, and Pickleweed Park.
• When on route, CCNB will provide litter abatement within a ten (10) foot radius of CCNB bins.
• CCNB will accommodate additional servicing of bins and litter abatement at all locations on an on-call
basis.
• CCNB will collaborate with San Rafael Public works to ensure that trash receptacles are placed adjacent
to recycling receptacles where feasible.
• CCNB will bill the City of San Rafael quarterly for services provided.
• CCNB will provide information on the amounts of materials collected each month to the City of San
Rafael.
Fiscal Display
Charges are based on a labor rate and materials and equipment expenses as follows and as required: The hourly
labor rate is $30.75 per corps -member hour and $59.75 per Driver./Supervisor hour. The overtime rate is $46.13
per corps -member hour and $89.63 per Driver/Supervisor hour. Billing includes travel time to and from CCNB.
Cost to San Rafael Not to Exceed: $19,000
EXHIBIT " A "
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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
Project Manager: Cory Bytof
Extension: 3407
Contractor Name: Conservation Corps North Bay
Contractor's Contact: Brandon Benton
Contact's Email: bbenton@ccnorthbay.org
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE
DESCRIPTION
! COMPLETED
DEPARTMENT
DATE
1 Project Manager
a. Email PINS Introductory Notice to Contractor
1/27/2017
1/26/2017
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney
a. Review, revise, and comment on draft agreement
1/30/2017
and return to Project Manager
1/30/2017
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager
Forward three (3) originals of final agreement to
1/30/2017
contractor for their signature
4 Project Manager
When necessary, * contractor -shored agreement
® N/A
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or
Or
Public Works Contract > $125,000
Date of Council approval
Click here toenter
a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
6 City Attorney
Review and approve hard copy of signed
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agreement
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7 City Attorney
Review and approve insurance in PINS, and bonds
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(for Public Works Contracts)
8 City Manager/ Mayor
Agreement executed by Council authorized official
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9 City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
REVIEWER
Check/Initial
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