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HomeMy WebLinkAboutC-2272C (C r �'�; °F Rc ORIGINAL a AMENDMENT NO. 6 TO THE PROFESSIONAL SERVICES AGREEMENT 0maai[y oN� FOR DOOR -TO -DOOR HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM BY AND BETWEEN THE CITY �' 7 2— OF ARCADIA AND WM CURBSIDE, LLC. This Amendment No. 6 ( "Amendment No. 6 ") is hereby entered into this 2 9 day of IMUYUVV , 2013 by and between the City of Arcadia, a municipal corporation of the state of California, and WM Curbside, LLC., a Delaware Limited Liability Company, with respect to that certain Professional Services Agreement between the parties dated March 8, 2007 ( "Agreement') and further amended by Amendment No. 5 dated May 2, 2012, and as further amended by Amendment No. 4 dated May 3, 2011, and as further amended by Amendment No. 3 dated March 4, 2010, and as further amended by Amendment No. 2 dated April 1, 2009, and as further amended by Amendment No. 1 dated March 19, 2008. The parties agree as follows: Pursuant to Section 3.1.2 of the Agreement, the Term is hereby extended to February 15, 2014. 2. Pursuant to Section 3.2.2 of the Agreement, Schedule of Services is amended as referenced in the attached Exhibit "A ". 3. Pursuant to Section 3.3.1 of the Agreement, the Compensation is amended as referenced in the attached Exhibit "C ". 4. All terms and provisions of the Agreement not amended are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 6 on the date set forth below. CITY OF ARCADIA Dominic azzarett City Manager Dated: (SEAL) ATT S ity Clerk z APPROV D AS TO ORM &tqt�— 1�- . Stephen P. Deitsch City Attorney WM CURBSIDE, `LLC. By: iJ� " 1 , Title: Pres f4- Dated: mcwe1 i3, ----)ci 3 By: I / n JJ L2:t� Title: U c� Pre - QC' h+ �c_('.y'�1'u�y Dated: Mo r ti) /6, �IV l a CONCUR: . dpi Tom Tait Public Works Services Director �?u{[, 4 R s 'w^ f a n Ln t � � r,N� � S` � Y �; EXHIBIT "A" SCOPE OF SERVICES The Scope of Services is hereby amended as follows: Section II — Monetary Schedule Per stop Pricing Structure: Curbside will bill the City directly for all completed stops as follows: • A Recyclable Stop is a collection of recyclable materials only. Recyclable materials include used motor oil, used oil filters, antifreeze, auto - batteries, and latex paint. The City will be billed $84.00 for those stops where only recyclable materials are set out for collection. • A Non - recyclable Stop is any collection in which there is a presence of the more toxic HHW material such as oil -based paint, pesticides, herbicides, solvents, acids, pool and photo chemicals, or household chemicals (Attachment "A "). The City will be billed $110.00 per stop if any of these materials are set out for collection to the Recyclable Stop materials as described above. EXHIBIT "C" The Compensation is hereby amended as follows: The total compensation, for the period of the Agreement shall not exceed TWENTY -ONE THOUSAND DOLLARS AND NO CENTS ($21,000.00). F ro AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT FOR DOOR -TO -DOOR HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM BY AND BETWEEN THE CITY OF ARCADIA AND WM CURBSIDE, LLC. This Amendment No. 5 ( "Amendment No. 5 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and WM Curbside, LLC., a Delaware Limited Liability Company, with respect to that certain Professional Services Agreement between the parties dated March 8, 2007 ( "Agreement ") and further amended by Amendment No. 4 dated May 3, 2011, and as further amended by Amendment No. 3 dated March 4, 2010, and as further amended by Amendment No. 2 dated April 1, 2009, and as further amended by Amendment No. 1 dated March 19, 2008. The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Contract, the Term is hereby extended to February 15, 2013. 2. All terms and provisions of the Contract not amended by this Amendment No. 5 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 5 on the date set forth below. CITY OF ARCADIA Dominic Lazzae City Manager r-ALsm. I ATTEST: I Steph n P. Deitsch City Attorney WMI CURBSIDE, LLC. 0 President Dated: CONCUR: Tom Tait, Public Works Services Director AMENDMENT NO.4 TO PROFESSIONAL SERVICES AGREEMENT FOR DOOR -TO -DOOR HOUSEHOULD HAZARDOUS WASTE COLLECTION PROGRAM BY AND BETWEEN THE CITY OF ARCADIA AND WM CURBSIDE, LLC. 806 - 90 6 -222 This Amendment No. 4 ( "Amendment No. 4 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and WM Curbside, LLC., a Delaware Limited Liability Company with respect to that certain Professional Services Agreement between the parties dated March 8, 2007 ( "Agreement "). The parties agree as follows: The Term of Agreement is hereby extended to and including February 15, 2012. 2. For the period of the extension of the Agreement, the total compensation payable by the City to the Contractor shall not exceed TWENTY THOUSAND DOLLARS AND NO CENTS ($20,000.00) In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA By: �. -r►-� �. Donald Penman City Manager Dated: 5 t3 I , (SEAL) APPROVE AS TO FORM: P. 6e4t"- Steph n P. Deitsch City Attorney WM CURBSIDE, LLC. By: /4/10/ OWL V. (Print Name & Title) Dated: CONCUR: r6116"� Tom Tait Public Works Services Director /loo -gc� GNy'F°R'V•, AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR DOOR -TO -DOOR HOUSEHOULD HAZARDOUS WASTE COLLECTION PROGRAM BY AND BETWEEN THE CITY OF ARCADIA AND CURBSIDE INC. This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and Curbside Inc., a California Corporation with respect to that certain Professional Services Agreement between the parties dated March 8, 2007 ( "Agreement "). The parties agree as follows: 1. The Term of Agreement is hereby extended to and including February 15, 2011. 2. The per stop cost has been reduced by $2.00 and the new rates are as follows: A. New Recyclable HHW Stop is $80.00 B. Non - Recyclable HHW Stop is $105.00 3. For the period of the extension of the Agreement, the total compensation payable by the City to the Contractor shall not exceed TWENTY THOUSAND DOLLARS AND NO CENTS ($20,000.00) In witness whereof the parties have executed this Amendment No. 3 on the date set forth below. CITY OF ARCADIA By,. pa,,,,, -. — Donald Penman City Manager Date: 34 -4 11 o CUR:Yz- Vat By: Anderson Vice President Date: C) - a.. T —/ U AT T ST: CONCUR: Cit C erk Date Tom Tait Public Works Services Director .� AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR DOOR -TO -DOOR HOUSEHOULD HAZARDOUS WASTE COLLECTION PROGRAM BY AND BETWEEN THE CITY OF ARCADIA AND CURBSIDE INC. Iwo - 80 c aa7a-Z This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and Curbside Inc., a California Corporation with respect to that certain Professional Services Agreement between the parties dated March 8, 2007 ("Agreement "). The parties agree as follows: 1. The Term of Agreement is hereby extended to and including February 15, 2010. 2. For the period of the extension of the Agreement, the total compensation payable by the City to the Contractor shall not exceed TWENTY THOUSAND DOLLARS AND NO CENTS ($20,000.00) 3. Laws & Regulations (page 3) Section 3.2.9 shall be amended to include the following language: Immigration Reform and Control Act. Contractor acknowledges that Contractor, and all subcontractors hired by Contractor to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ('7RCA'). Contractor is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Contractor to perform services under this Agreement are in compliance with the IRCA. In addition, Contractor agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Contractor's employees, or the employees of any subcontractor hired by Contractor, are not authorized to work in the United States for Contractor or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Contractor or Contractor's subcontractor(s). 4�� In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By: patid�i�cm r�o_ Donald Penman City Manager Date: 9 ATT T: City, Jerk Date 7 Pat Malloy, Assistant City Manager / Public Works Services Director CURBSIDE (Print Name & Title) Dated: 't, 1)-# 2009 0 0 AMENDMENT NO. .1 TO PROFESSIONAL SERVICES AGREEMENT FOR DOOR -TO -DOOR HOUSEHOULD HAZARDOUS WASTE COLLECTION PROGRAM BY AND BETWEEN THE CITY OF ARCADIA AND CURBSIDE INC. This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and Curbside Inc., a California Corporation with respect to that certain Professional Services Agreement between the parties dated March 8, 2007 ( "Agreement'). The parties agree as follows: 1. The Term of Agreement is hereby extended to and including February 15, 2009. 2. For the period of the extension of the Agreement, the total compensation payable by the City to the Contractor shall not exceed THIRTY THOUSAND DOLLARS AND NO CENTS ($30,000.00) 3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA CURBSIDE INC. By: :1b. -, Pe- - Yr-a-._. 31 *01 . By: Don Penman City Manager Date � !� y��'rck- F �✓otr'asaJ- ✓,ce` T'ieeufe.�T Print Name & Title 4yerk44 Dated: I 2008 APPROVED AS TO FORM: Stephen P. Deitsch Pat Malloy, AssistapfUty Manager / City Attorney Public Works Services Director 0 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. ORIGINAL. 1100-80 C C•aA-M This Agreement is made and entered into this - day of // d fe4-- , 2007 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City") and Curbside Inc., a California Corporation with its principal place of business at 1160 N. Armando St., Anaheim, CA 92806 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing electronic waste recycling services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Door -to -Door Household Hazardous Waste Collection Program project ( "Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional household hazardous waste recycling consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Revised 8/04 LM • • 3.1.2 Term. The term of this Agreement shall be from date of execution to February 14, 2008, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Pat Anderson. Rmv d 8 %04 LM • 0 3.2.5 City's Renresentative. The City hereby designates Pat Malloy, Public Works Services Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Pat Anderson, or his or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or Revised&04 LM 3 0 0 liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Contractor's policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. City, its directors, officials, officers, employees, agents and volunteers shall be listed as additional insured. Any deductibles or self - insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Revised 8/04 LM 4 0 0 Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Not applicable 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non - payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to the City.; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. Revised 8/04 LM 5 0 0 3.2.10.5 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coveraee. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.10.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. Revised 8104 LM 2 0 0 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed THIRTY THOUSAND DOLLARS AND NO CENTS ($30,000.00) without written approval of City's Public Works Services Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to Revised 8104 LM 7 0 0 City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: Curbside Inc. 1160 N. Armando Street Anaheim, CA 92806 -2609 Attn: Patrick Anderson, Vice President (714) 414 -1015 ext. 110 www.curbsideinc.com City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Pat Malloy, Public Works Services Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data, Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require Revised 8/04 LM 8 • 9 all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the perfonnance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation. Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Consultant's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, Revised 8104 LM 0 C received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Govemine Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Rieht to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assiens. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assi¢nment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment, Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Reviud 8,04 LM E 3.5.15 No Third Party_ Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in frill force and effect. 3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 FAual Opnortunity_Emnlovment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Annroval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written Revised 8104 LM approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA By: —J By: William R. Kelly City Manager Dated: 46 2007 "IT T. APPROVED AS TO FORM: Stephen P. Deitsch City Attorney Revised &N LM 12 Curbside Inc. i Pat Anderson Vice President CONCUR: Departure ead Date 9 EXHIBIT "A" SCOPE OF SERVICES 9 SECTION I — PROGRAM DESCRIPTION AND VENDOR RESPONSIBII3TIES Curbside Inc. (Curbside) will provide all services listed below for the City of Arcadia (City). The program will consist of three elements and one option: • Door -to -Door Collection of Household Hazardous Waste • Assistance with Public Education • Customer Survey / Performance Monitoring • Sharps Mail Back Program Door -to -Door Collections: The program will be available to all residents within the City's jurisdiction. Residents can call a toll -free hotline (800 -449 -7587) operated by Curbside to schedule a collection. The operator will qualify the caller, determine the types and quantity of acceptable material the resident has for collection. A collection date will be scheduled. Collections take place between the hours of 7AM and 5PM Curbside is capable of collecting nearly all types of HHW (see attachment B). These items include: Used motor oil, used oil filters, antifreeze, latex paint, oil based paint, auto and household batteries, pesticides, herbicides, solvents, acids, pool and photo chemicals, and household chemicals. Curbside will not accept explosives, ammunition, biological, radioactive wastes, gas cylinders, tanks or commercial chemicals. This is a benefit of door -to -door programs vs. one -day events; we will not accept these materials reducing program disposal costs. Residents will be provided with information for the proper disposal of all non - acceptable items. Residents with only used oil and filters will be referred to local Certified Centers for disposal. Curbside Inc. will have a sufficient number of vehicles available for operation in the collection program. These vehicles will be able to service the residents demand within the jurisdiction. Curbside, Inc. will mail to each scheduled participant a HHW package prior to the collection date. The HHW Package contains the following: • Industrial size 4 mil bag - of sufficient size to contain 100 pounds of toxic material • One way secure tie and label for bag — used to secure bag and keep moisture out. • Pre - printed labels and blank labels — residents use for items not in original containers • Instruction Sheet — complete program instructions and use of packaging materials • Survey card — postage paid card, participants mail directly to the City. The bag is used to insure that all of the waste set out for collection is contained. Use of this containment device will help reduce overall program cost and limit the amount of waste the resident is allowed to set out for collection. Waste secured inside this very heavy, industrial bag, will not be exposed to the elements. While we will not usually accept leaking containers, should an oil or paint can leak, all material will be contained. Residents will be informed to place the 0 0 more toxic type material inside of the bag (oil base paint, aerosols, pesticide, herbicides, fertilizers, etc) within the bag. All liquid waste must be tightly capped or sealed and in a container free of leaks. Curbside, Inc., will provide a special service on an as needed basis for senior /disabled participants. Often senior /disabled residents are not able to lift and assemble their material for collection. Curbside will assemble and package material for these individuals at no additional cost to the City. Our experience has been that most if not all assistance that is required is in fact completed within the allowed 30 minute time frame. Curbside, Inc. will distribute the HHW Package to each resident that has scheduled a collection prior to the collection date The participant will be able to fill the bag (toxic materials must be contained within the bag) with HHW (approximately 100 pounds of material). Residents will be instructed that all liquid waste must be tightly capped or sealed and in a container free of leaks. Outline of How the Program Works: 1. Resident calls the toll -free hotline to schedule an appointment. At this time the operator and resident will determine mutually, a safe and convenient location on their property for placement of the collection bag for pickup. 2. An HHW Package will be provided to each participant that has materials for collection by Curbside prior to the collection day. 3. On the scheduled day, the resident places the bag in the previously agreed upon location on their property for collection. 4. On the scheduled day, our highly trained service person arrives and inspects the contents of the bag. 5. If all materials are acceptable they are carried to the vehicle. 6. The materials are then sorted by hazard class and placed into proper containers (lab packed). 7. If there were to be unacceptable materials, they would be carefully re- packaged and sealed inside a new bag. An information card will be placed back in the bag indicating that they should call for instructions. We will also call them and discuss appropriate disposal methods. No resident will be left without a solution. 8. The containers are removed from the vehicle and sorted by hazard class. 9. After processing at the facility, the material is shipped to final destinations. 10. Complete reporting will be provided to the City. This is based upon the individual receipt used at the home. Reports will show what was collected, from whom, and when. 11. No Resource Conservation Recovery Act (RCRA) type HHW will be shipped to any type of landfill by Curbside. Assistance with Public Education: Curbside will provide assistance to City Staff for the development and implementation of a successful public education program. Curbside's marketing professionals will make their services available to review and edit text communication materials prepared by the City. Camera -ready art from Curbside, Inc. archives will be provided at no charge. Curbside's Marketing Staff is available to assist the City with media scheduling and placement, copy writing and with the 0 0 production of printed material. Curbside will track how callers have heard about the program. The results will help the City determine the relative effectiveness of its public education activities. Any additional assistance needed by the City will be billed at a rate of $45.00 per hour. All outside services will be billed at a rate of cost plus 15 %. Customer Survey/ Performance Monitoring: The goal of performance monitoring is two -fold: • Ensure the program is performing as expected • To make informed adjustments to program strategy an effort to regulate or stimulate program use. Programs are monitored in two ways • Participant Survey Element • Program Performance Reports Participant Survey Element: Curbside will implement its survey program to monitor program performance. Each participant will have the opportunity to complete and return a postage -paid survey card. The survey cards are designed to assess the level of customer satisfaction and over -all performance of the program. Completed survey cards are to be mailed (postage -paid) by the participant directly to the City. After Staff review, they are forwarded to the Curbside for entry into a survey database. A report compiling all survey information received to date from City residents will be submitted to the City on a quarterly basis. Monthly Collection Reports: Monthly Collection Reports will be produced and forwarded to the City. These reports will include a complete breakdown of pounds and/or gallons of material collected by class. Reports will give current month and cumulative totals. SECTION H — MONETARY SCHEDULE Per Stop Pricing Structure Collected materials from a single stop could consist of recyclable material only, non - recyclable material only, or a combination of both. Curbside will bill the City for service based on a two - tiered pricing schedule, determined by the type of materials collected per stop. Only completed stops will be fully billed. If a resident fails to set material out for collection the City will be billed a $10.00 administrative fee. The resident will be called and rescheduled. Curbside will bill the City directly for all completed stops as follows: • A Recyclable Stop is a collection of recyclable materials only. Recyclable materials include used motor oil, used oil filters, antifreeze, auto - batteries, and latex paint. The City will be billed $75.00 for those stops where only recyclable materials are set out for collection. The maximum amount of waste to be collected under this program component for the above quoted fee will be 5 gallons of latex paint, 5 gallons of used motor oil, and 5 gallons of antifreeze or equivalent size containers of each material. In addition included will be up to 3 auto batteries and 5 used oil filters (attachment 111311). Residents will also be allowed to place TV's, monitors and CPU's out for collection. A handling fee of $5.00 will be charged for all TV's and monitors larger than 26 in. Residents will be instructed that all liquid waste must be in sealed containers no larger than 5 gallons. A Non - recyclable Stop is any collection in which there is a presence of the more toxic HHW material such as oil -based paint, pesticides, herbicides, solvents, acids, pool and photo chemicals, or household chemicals (Attachment "A "). The City will be billed $100.00 per stop if any of these materials are set out for collection in addition to the Recyclable Stop materials as described above. For all stops where Non - recyclable HHW is present, Curbside will send the resident the HHW Package. The package includes is a large, heavy -duty 4 mill plastic bag designed to hold up to 100 pounds of toxic HHW. Resident will be instructed to place all Non - recyclable toxic material in the bag. The maximum amount of waste to be collected under this program component for the above quoted fee will be the bag containing toxic material. In addition outside of the bag the resident may place 5 gallons of latex paint, 5 gallons of used motor oil, and 5 gallons of antifreeze or equivalent size containers of each material. In addition included will be up to 5 auto batteries and 5 used oil filters. Residents will also be allowed to place TV's, monitors and CPU's out for collection. A handling fee of $5.00 will be charged for all TV's and monitors larger than 26 in. NOTE: A gallon of paint as defined here is a "gallon size container ". Volume is not counted, only containers. I.e. 3 one gallon containers = 3 gallons. Two one gallon containers each half full = 2 gallons. We will not collect commercial chemicals nor will we collect waste in containers larger than five gallons without additional charges. Used Oil and Filter program Curbside, Inc. will bill the City on a completed stop basis. The cost of a completed stop is $70.00. Curbside, Inc. has the capability of completing several thousand stops per month should the City require it. Only completed stops will be billed. The following are included in the per stop cost: Curbside, Inc. will collect up to 20 gallons of used motor oil, and up to 5 used oil filters. Collected free of charge would be 4 -four foot fluorescent bulbs up to 3 pounds of household batteries and 3 automotive batteries. All liquid waste must be in sealed containers of 5 gallons or smaller. Residents will also be allowed to place TV's, monitors and CPU's out for collection. A handling fee of $5.00 will be charged for all TV's and monitors larger than 26 in. Additional charges Our experience with over 95,000 collections indicate that most residents will not exceed the above maximums. However they may. If they do exceed this amount it is typically latex paint, oil base paint or used motor oil . All additional latex paint colleted over the maximums will be billed at $5.00 per gallon, oil base paint at $ 6.00 per gallon. Used motor oil will be charged at $.30 per gallon and includes the decanting of the oil and disposal of the oil container. Because of the infinite amounts of products that may be encountered at the home it is difficult to submit a cost for collecting all types of additional material. Any additional cost for the collection of more toxic material will be agreed upon between Curbside and the City prior to the collection. The City will not be charged, any additional fees without prior City approval. The city may also choose to make the resident responsible for all additional fees associated with the overages of waste. Any additional public education design and or printing not specifically listed under Public Education will be billed at Cost plus 15 %. Additional help in assembling and packaging material that exceeds 30 minutes will be billed at a rate of $45.00 per hour. Again our experience indicates that 30 minutes is the typical time needed to help the elderly and or disabled gather their material All of the above cost are subject to increase based upon cost increases given to City of Monrovia. Services Included in the Per Stop Cost: All services are included in the per stop cost. All public education services mentioned in the Description of Work will be provided under the per stop cost. Services included in the program are: • Collection of Materials • Separation / bulking / lab packing of material • Transportation of material to final destinations • Recycling / fuel blending / destructive incineration of materials • Hotline Operation • HHW Package ( Non - Recyclable stops only) • Survey Program • Postage -paid survey cards • Assistance to City Staff regarding public education strategies • Program Administration • Creation of Reports 11 Attachment "A" 0 HOUSEHOLD HAZARDOUS WASTE TYPES Acceptable HHW Wastes *Pesticides Insect sprays Weed killers *Herbicides *Rust removers *Swimming pool chemicals *Wood preservatives *Used oil filters *Batteries Vehicle Household *Fluorescent tubes *Chlorine bleach *Drain openers *Corrosive chemicals (noncommercial) Lye Muriatic acid *Hobby chemicals *Lubricants Used motor oil Used Transmission Fluid Gear Oil *Paint products Oil Latex Spray Stripper *Paint thinners *Automotive chemicals Waxes Polishes Cleaners Carburetor Cleaner Brake fluid Gasoline Antifreeze Solvents *Photo Chemicals *Household Chemicals Unacceptable Biological waste Radioactive materials including smoke detectors Ammunition Explosives Commercial chemicals Large containers over 5 gallons Materials improperly packaged for transportation Fire extinguishers Gas cylinders, tanks Unlabeled material Unknown material 11 Attachment `B" • RECYCLABE HOUSEHOLD HAZARDOUS WASTE TYPES The following items are included in the Recyclable per stop cost. 1. 5 gallons of used motor oil 2. 5 automotive batteries 3. 5 used oil filters 4. 5 gallons antifreeze 5. 5 gallons of latex paint All liquid waste must be in sealed containers of 5 gallons or smaller. 7 0 Exhibit "B" SCHEDULE OF SERVICES 0 Consultant shall perform services within the term of the Agreement. ME • i Exhibit "C" COMPENSATION Agreement shall not exceed thirty - thousand dollars and no cents ($30,000.00). C -1