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HomeMy WebLinkAboutCM Reusable Takeaway Cup & Container PilotAGREEMENT FOR SERVICES FOR REUSABLE 'TAKEAWAY CUP AND CONTAINER PROGRAM PILOT PROJECT This Agreement is made and entered into this 151 day of do u-rr I3 E R , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Paul Liotsakis, doing business as GO Box SF Bay (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has a Zero Waste goal of keeping 94% of waste out of landfill by 2025; and WHEREAS, the CITY wishes to pilot a program to reduce single -use takeout plastic containers, and has conducted outreach to downtown businesses that are interested in participating; and WHEREAS, the CITY has a grant from Zero Waste Marin to conduct waste diversion educational activities to fully fund the agreement herein; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Sustainability and Volunteer Program Coordinator Cory Bytof 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 CONTRACTOR shall assign a single PROJECT MANAGER to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR Vanessa Pan is hereby designated as the PROJECT MANAGER for CONTRACTOR Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT MANAGER 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 described in CONTRACTOR's Scope of Work Proposal (SOW) dated August 15, 2017, attached hereto as Rev. Date: 1/30/14 q-3- U-70 Exhibit "A" and incorporated herein. 3. DUTIES OF CITY CITY shall perform the duties prescribed in Exhibit "A" attached, and shall compensate CONTRACTOR as provided herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CONTRACTOR shall be paid a flat fee of $20,000.00, including all expenses. It is understood and agreed by the parties that payment of compensation hereunder shall be made as follows: CONTRACTOR shall submit itemized invoices to CITY for payment in two installments, on or about October 15 2017 and on or about March 15, 2018, and CITY shall remit payment within 30 days of receipt. Funding for this contract is from the CITY's annual Zero Waste Marin grant. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and shall end on September 30, 2018. 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 Rev. date: 1/30/14 use said property for any purpose, including projects not contemplated by this Agreement. 8. 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 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, 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 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 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 Rev. date: 1/30/14 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. CONTRACTOR will provide the PROJECT MANAGER with thirty (30) days written notice prior to any planned cancellation or planned non-payment of premium, or planned modifications of the terms and conditions of said insurance policies. In addition, immediately upon CONTRACTOR's receipt during the term of this Agreement of any notice of cancellation or of intent to cancel any policy of insurance required herein issued by CONTRACTOR's insurance carrier for any reason, CONTRACTOR shall provide PROJECT MANAGER with a copy of said notice by personal delivery or overnight mail. 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 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. 9. 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 under 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. 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, Rev. date: 1/30/14 4 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. 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 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. 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. Rev. date: 1/30/14 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. 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 terms 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: Cory Bytof Sustainability & Volunteer Program Coordinator City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Coly.bytof @cilyofsanrafael.org TO CONTRACTOR: Vanessa Pan Project Manager GO Box SF Bay 621 Taylor Avenue Alameda, CA 94501 (650) 380-3213 vanessa@goboxsfbay.com 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 Rev. date: 1/30/14 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 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. 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 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. 20. 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 Rev. date: 1/30/14 (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 4 Y Tw� JIM SCHUTZ, City Manager ATTEST: Q 1L 912-,t 2" ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPST IN, City ttorney Rev. date: 1/30/14 eAUL LIOTSAKIS ounder and CEO EXHIBIT A Scope of Work Proposal GO Box SF Bay with City of San Rafael August 15, 2017 Background The mission of GO Box is to empower people to do away with throwaway and embrace a culture of reuse. We enable the change by implementing a convenient Reusable Takeaway Program (RTP) for cities, food vendors and their customers. The system includes tracking the number of disposables diverted from landfill, communicating with participants and organizing the pick up, washing and delivering of sanitized containers to food vendors. GO Box SF Bay (GO Box) shall be a managing partner with the City of San Rafael to establish a Reusable Takeaway cup and container Program in Downtown San Rafael. With this alternative service the City of San Rafael can strengthen their sustainable mission by moving away from costly and wasteful single use disposables. This shall be a one year contract with the option to renew for up to 2 additional years. Scope of Work Tasks within the first year of GO BOX in San Rafael include research and development, marketing content and campaigns, project management, proven technology (App), takeaway cup and food containers. GO Box will collaborate with all necessary clients, vendors and partners to develop and manage a Reusable Takeaway Program. GO Box will train the Downtown Streets Team, track progress and create campaigns to increase usage with monthly reporting. Period of Performance The period of performance for the GO Box is one year (365 days) beginning on September 1 st 2017 through September 1st 2018. All work must be scheduled to complete within this timeframe. Any modifications or extensions will be requested to City of San Rafael for review and discussion. Work Requirements Research and Development: • Defining strategic target partners and clients with the city of San Rafael • Conducting outreach to identified partners • Surveying of public and vendors • Prospecting dropsite locations, vendor and client leads, and dishwashing partnerships Design: • Creating marketing calendar for tabling, newsletter blasts and incentive campaigns • Developing digital and physical marketing content • Designing Drop Sites and potential customized branding for GO Cups • Conducting promotional campaigns EXHIBIT A Setup: • Establishing dishwashing system including: location, schedule and labor • Providing 100 reusable containers and cups ($1000) • A minimum of 1 drop site will be implemented with additional as appropriate • 2-5 Vendors/Cafeterias will be registered, trained and supplied with reusable containers • 20-30 pre -established City of San Rafael/Corporate members will model the reusable system Implementation and Operations: • Splashy launch with newsletter, a week of tabling, and free reusable lunch and other incentives for kickoff (paid for by the City of San Rafael) • Managing and supporting all of backend: washing and technical operations • Monthly reporting and meetings with SWOT analyses to continue improvement Project End of Term Goals: • Reusable system established o Strategic partnerships identified and formalized o Dishwashing site secured o Drop site(s) secured o GO Box participating vendors secured o Sustainable user base 50+ active users o Pick-up and delivery operations established o A minimum of 200 containers diverted • Final year summary report and meeting to discuss upon improvements and expansion for the following year. Schedule The below list consists of the initial milestones identified for the reusable takeout cup and container program: SOW review discussion Research and Development Design Setup Early/Mid August 2017 September 1st 2017 October 1, 2017 November 2, 2017 Implementation January 1st, 2017 Marketing Events Mid-term review Monthly Meetings and Reports Project Completion Review Other Expectations At least four events between December 2017 and July 2018. Exact dates TBD, tentative placeholder dates: December 1st, February 14th, April 22nd, July 4th March 2018 TBD every month August 1st, 2018 EXHIBIT A The City of San Rafael will support GO Box with 5-10 hours a week within the initial R&D and implementation months (November 2017- February 2018). Starting from February 2018, the City of San Rafael will be available for the Reusable Takeaway Program for 3-5 hours a week. The City of San Rafael will make the following introductions: • 3 corporations • 4 vendor partner • Downtown Streets Team • Local media • Any other necessary parties to start the service successfully The Downtown Streets Team which is funded separately by the City of San Rafael will be responsible for the pickup, washing and delivery. GO Box staff will train and manage the operations of Streets Team within project, but is not responsible for Downtown Streets Team staff performance. Together City of San Rafael and GO Box will assess a good location for a starter pilot that is mutually agreed upon. GO Box will hold a Brown Bag Lunch presentation and offer a discount of 50% for the first 25 City Hall Employees that sign up = $12 per year. All other City Employees will be granted a 25% discount = $18 per year. The Reusable Takeaway Program will be highlighted in the City Manager newsletter quarterly as well as mentioned in `Next Door and the cities webpage. NA RA N P h���11 l � h0 5 ,Ty WITH P 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: Paul Liotsakis, GO Box Contractor's Contact: Paul Liotsakis Contact's Email: paul@goboxsfbay.com ❑ 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 8/1/2017 ❑x 9/13/2017 CB b. Email contract (in Word) & attachments to City CB Atty c/o Laraine.Gittens@cityofsanrafael.org 0 2 City Attorney a. Review, revise, and comment on draft agreement 9/14/2017 0 LAG and return to Project Manager 9/14/2017 0 LAG b. Confirm insurance requirements, create Job on Project Manager PINS, send PINS insurance notice to contractor 3 Forward three (3) originals of final agreement to ❑X Project Manager contractor for their signature When necessary, * contractor -signed agreement CB 4 ❑X N/A agendized for Council approval ❑ *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval 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 agreement 7 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 8 City Manager/ Mayor City Clerk Agreement executed by Council authorized official 9 Attest signatures, retains original agreement and forwards copies to Project Manager I1246 .