RECYCLING CENTER OPERATING AGREEMENT
This Agreement dated this _day of 20_ → is by and between the City of Ripon, a Municipal Corporation, located at 259 N. Wilma Avenue, Ripon, California, 95366 ("Ripon") and the Greater Valley Conservation Corps, a State-Certified Local Corps operated by the San Joaquin County Office of Education, located at 2040 East Fremont Street, Stockton, California, 95205 ("GVC"). This agreement is made with respect to the facts and circumstances set forth in the Recitals.
RECITALS
A. Ripon and GVCC have partnered to continue the recycling operations at the Ripon Recycling Center located at 178 South Industrial Avenue, Ripon, California, 95366.
B. Ripon desires to create waste diversion credits through a sustainability program, GVCC desires to provide workforce education, training, and job opportunities for the young adult members of the Corps.
C. Ripon and VCC have agreed to share in the cost to operate the Ripon Recycling Center on the terms and conditions set forth herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Term of Agreement. The term of this Agreement shall be for one year, commencing on August 1, 2024 and terminating on July 31, 2025. This agreement shall automatically be extended one year on August 1st of each year unless written notice is given no less than 60 days in advance by either party.
2. The City shall provide the following:
a. Location to be used as the Recycling Center;
b. Employee to operate the Recycling Center and collect recyclable items Tuesday - Friday, 3:00 pm - 6:00 pm, excluding all City recognized holidays; C. Security around the Recycling Center as determined necessary by the City, including chain link fencing and security cameras;
d. Portable toilet;
e. Parking lot lighting;
f. Refuse containers for the disposal of trash and debris associated with the recycling program and the emptying of these containers;
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g. Use of the cardboard compactor on site, electrical service and repairs to compactor, and hauling of cardboard to City of Ripon Recycler; and h. Hauling of mixed paper as needed.
3. GVCC shall provide the following:
a. 1 Lead and 1 corpsmember to operate the Recycling Center and collect recyclable items Tuesday - Saturday, 8:00 am - 3:00 pm, excluding all City recognized holidays;
Labor, collection, and hauling to GVCC facility of all beverage (aluminum and plastic), glass and electronic waste;
c. Labor for collection of all other accepted items, including operating the cardboard compactor onsite, and coordinate with City of Ripon for hauling of these items when needed;
d. Coordinate with the Mattress Recycling Council to become a mattress recycling site or to have mattress collection events;
e. All GVCC employees will be in GVCC approved uniform and appropriate PPE; f. Ensure the collection site is kept clean; and
g. Ensure all staff working at the Recycling Center is following the rules and training; + Revenue: GVCC shall receive all revenue generated from the following items; glass, aluminum and plastic CRV, electronic items and mattresses. The City of Ripon shall receive all revenue generated from the following items; cardboard and mixed paper.
Default: In the event GVCC fails to comply with any of the terms and conditions of this Agreement, Ripon may terminate this Agreement, reserving all rights in law and in equity in connection with said default.
Authority of Parties: By signing below, each signatory represents that he or she has the authority to bind the party on whose behalf he or she is signing.
7. Attorneys' Fees: Should any action be filed to interpret, enforce the performance of any term or condition in this contract, or to recover damages for the breach of this Agreement, as between Ripon and GVCC, the prevailing party shall be entitled to recover, as an element of its costs of suit and not as damages, reasonable attorneys' fees and costs from 2 of 5
the party not prevailing. The prevailing party shall be the party who is entitled to costs of suits, whether or not suit proceeds to final judgment.
8. Indemnity:
GVCC shall indemnify, defend, and hold harmless the City, its officers, employees, agents and volunteers ("City indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of VC's performance of its obligations under this agreement or out of the operations conducted by GVCC, except for such loss or damage arising from the active negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from GVCC's performance of this agreement, GVCC shall provide a defense to the City indemnitees, or at the City's option, reimburse the City indemnitees their costs of defense, including reasonable legal counsels' fees, incurred in defense of such claims.
City shall indemnify, defend and hold harmless GVCC, its officers, employees, agents and volunteers ("VC indemnitees"), from and against any and all causes of actions, claims, liabilities, obligations, judgements, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the City's performance of its obligations under this agreement or out of the operations conducted by City, except for such loss or damage arising from the active negligence or willful misconduct of GVCC. In the event GVCC indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from City's performance of this agreement, the City shall provide a defense to the GVCC indemnitees, or at VC's option, reimburse VCC indemnitees their cost of defense, including reasonable legal counsels' fees, incurred in defense of such claims.
9. Insurance:
General Liability
GVCC shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. GVCC's general liability policies shall be endorsed as primary and non-contributory, be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies, and a Waiver of Subrogation endorsement in favor of the City and its officers, officials, employees, and agents shall be provided.
Workers' Compensation
GVCC shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance with limits of at least two million dollars ($2,000,000).
GVCC shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. 3 of 5
Auto Liability
GVCC shall provide auto liability coverage for owned, non owned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than one million dollars ($1,000,000) per accident. The policy shall provide and be endorsed that the City, its officers, officials, employees, and agents are included or named as additional insureds, and a Waiver of Subrogation shall be provided in favor of the City and its officers, officials, employees, and agents. If GVCC owns no vehicles, this requirement may be met through a non-owned auto endorsement to the CGL policy.
Verification of Coverage
Prior to beginning any work under this Agreement, GVCC shall, at the sole option of the City, provide City with (1) certified Certificate of Insurance that demonstrates compliance with all applicable insurance provisions contained herein; (2) certified policy endorsements to the general liability and automobile liability policies adding the City of Ripon as an Additional Insured, Waivers of Subrogation and declaring such insurance primary in regard to work performed pursuant to this Agreement; or (3) upon request by the City, complete certified copies of all policies and/or complete certified copies of all endorsements that demonstrate compliance with this Section 3.
Notice of Reduction in or Cancellation of Coverage
An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
GVCC shall notify City within fourteen (14) days of notification from insurer if such coverage is suspended, voided, or reduced in coverage or in limits.
Umbrella or Excess Liability
The limits of liability for commercial general liability and automobile liability may be provided through a combination of primary and umbrella or excess liability policies provided each policy complies with the requirements set forth in this agreement. Excess policies shall be follow-form to the underlying policies. Umbrella or excess policies shall include the required parties as additional insured
Signatures on next page
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.
CITY OF RIPON
Dated: By: _
Leo Zuber, Mayor
SAN JOAQUIN COUNTY OFFICE OF
EDUCATION
Dated: By: _ Warren Sun, Division Director SICOR Wanen
GREATER VALLEY CONSERVATION
CORPS
Dated: By:
Nicholas Mueller, Director GVCC
GREATER VALLEY CONSERVATION
CORPS
Dated: By: 40nh
Rory Storrs, Project Leader GVCC
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