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AGREEMENT FOR PROFESSIONAL SERVICES
HOUSEHOLD HAZARDOUS WASTE COLLECTION
AND PROCESSING SERVICES
This Agreement is made on June 17, 2025 by and between Clean Earth Environmental S olutions, Inc., a Delaware Corporation with a regional office in Pomona, California (“Contractor”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, the City has determined that Household Hazardous Waste Collection and Processing Services involves performance of services of a temporary nature (the “Project”); and
WHEREAS, the City does not have available employees to perform the services for the Project; and
WHEREAS, the City released a Request for Proposals (“RFP”) on April 3, 2025 for household hazardous waste collection and processing services; and
WHEREAS, the Contractor submitted a proposal in response to the City’s RFP before the submission deadline; and
WHEREAS, the City selected the Contractor based on their proposal dated May 8, 2025, as well as the Contractor’s qualifications to perform the Project, including their demonstrated ability to provide all services requested in the RFP; and
WHEREAS, the City has determined Contractor’s rates were fair and reasonable compared to other firms performing similar services; and
WHEREAS, the City has requested Contractor perform the services for the Project; and
WHEREAS, the Contractor is registered or licensed in California to perform the services for the Project.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01 Term and Termination. The term of this Agreement begins on the first date written above and ends at 11:59 p.m. on June 30, 2028. This Agreement may be extended by mutual consent of the parties for two additional one-year terms.
2.01.1 Termination Due To Breach. This Agreement may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state, or federal law. Termination is effective fourteen (14) days after deposit of notice as specified in this Agreement.
ATTACHMENT "B"
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2.01.2 Termination Without Cause . Either party may terminate this Agreement without cause by providing written notice to the other party. Such termination shall become effective one hundred twenty (120) days after the date the notice is delivered in accordance with the notice provisions of this Agreement.
2.02Services to be Performed. The C ontractor shall determine the method, details, and means of providing services for the Project. Specifically, the Contractor agrees to carry out the services set forth in Exhibit “in accordance with and subject to the terms of the City’s Request for Proposals (RFP) dated April 3, 2025, and the Contractor’s Proposal dated May 8, 2025, all of which are incorporated herein by reference.
2.03 City’s Duties. The City’s duties under this Agreement are to cooperate with the Contractor in the performance of the Agreement and timely pay invoices.
2.04 Payment. Payment terms under this Agreement are listed in Exhibit “B.”
2.05 Insurance. The Contractor shall provide insurance as listed in Exhibit “C.”
2.06 Exhibits. Exhibits “A”, “B”, and “C” are attached and incorporated.
3. Contractor’s Obligations.
3.01 Minimum Amount of Service. The Contractor shall devote sufficient time to perform services under this Agreement efficiently and effectively. The Contractor may represent, perform services for and be employed by additional individuals or entities, in the Contractor’s sole discretion, as long as the performance of these extracontractual services does not interfere with or present a conflict with the City's business.
3.02 Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement.
3.03 Status. The Contractor (including its employees) is an independent contractor. No employer/employee relationship exists between the Contractor and the City. The Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to the Contractor under this Agreement.
3.04 Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of , pertain to, or relate to the negligence, reckless or willful misconduct of Contractor, or the acts or omissions of an employee, agent or subcontractor of Contractor. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this section are not limited by the provisions of the section relating to insurance.
4. Miscellaneous
4.01 Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of City and a representative of Contractor, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
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City: Contractor:
Attn: Shad Springer Attn: Legal
City of Santa Maria Clean Earth Environmental Solutions, Inc.
Utilities Department 933 First Avenue, Ste.200
2065 East Main Street King of Prussia, PA 19406
Santa Maria, CA 93454 Copy to: [email protected]
If the designated Representative or address of either party changes during the term of this Agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this Agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02 Compliance With Laws, etc. Contractor shall comply with all laws, including but not limited to the rules and policies of the City, in performing this Agreement.
4.03 Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties.
4.04 Interpretation. This Agreement shall be interpreted in accordance with the laws of the State of California.
4.05 Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06 Warranty of authority. Each person signing this Agreement on behalf of a party warrants that he or she has authority to do so.
4.07 No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08 Severability. The provisions of this Agreement are severable. If any part of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
4.09 Submittals. In addition to any other submittals required by this Agreement, Contractor shall submit copies of its current business license and current certificate of workers compensation coverage to the City before beginning work on this Project.
4.10 Prevailing Wage. If applicable, Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.
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IN WITNESS WHEREOF , this Agreement is executed by the parties on the date first written above.
“Contractor” “City”
CLEAN EARTH ENVIRONMENTAL
SOLUTIONS, INC.
a Maryland Corporation
CITY OF SANTA MARIA
a political subdivision
of the State of California
By: By:
BRIAN SWANSON SHAD S. SPRINGER, P.E., MPA
Vice President
Commercial Program Development
Director of Utilities
ATTEST
By:
DONNA SCHWARTZ
Chief Deputy City Clerk
APPROVED AS TO FORM
Risk Manager
City Attorney
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EXHIBIT “A”
SERVICES TO BE PROVIDED
PROJECT UNDERSTANDING
The Contractor shall provide all labor, equipment, and materials necessary to operate the City’s permanent household hazardous waste collection facility ( PHHWCF). This includes but is not limited to the collection, organization, segregation, handling, consolidation (bulking), and disposal of all household hazardous waste ( HHW) received. The Contractor shall ensure full compliance with all regulatory requirements related to HHW including inspections, reporting documentation, and best housekeeping practices at the PHHWCF site.
SCOPE OF WORK
The Contractor shall provide all labor, equipment, and materials necessary to operate a comprehensive Household Hazardous Waste (HHW) program for the City during operating hours, utilizing the existing Permanent Household Hazardous Waste Collection Facility (PHHWCF) and relate d equipment, as described in the City’s Request for Proposals (RFP) dated April 3, 2025, and generally consistent with the Contractor’s proposal dated May 8, 2025.
In the event of any conflict or inconsistency among the RFP, the Proposal, and this Exhibit “A”, the order of precedence shall be: (1) this Exhibit “A”, (2) the Contractor’s Proposal dated May 8, 2025, and (3) the City’s RFP dated April 3, 2025, all of which are incorporated herein by reference.
TASK 1: STAFF AND OPERATE ON-SITE FACILITY
The Contractor is responsible for providing appropriate staffing to operate the PHHWCF, which includes HHW collection, facility inspections, meeting regulatory requirements, and housekeeping.
1.1. Facility Operations and Compliance
1.1.1. The Contractor shall ensure all waste is appropriately packaged, labeled, loaded, and transported offsite, or stored in compliance with permits governing PHHWCF operations by the end of each operational day.
1.1.2. The Contractor shall provide all labor, materials, tools, supplies, testing kits, transportation documentation, instrumentation, equipment, vehicles, personnel protective equipment (PPE), and disposal services necessary to perform the Scope of Work.
1.1.3. The Contractor shall perform the PHHWCF services in accordance with the existing operational floor plan as shown in the schematic Site Map (Attachment “A”), unless otherwise approved by the City.
1.1.4. The Contractor shall comply will all federal, state, and local laws and regulations, including the HHW Permit -by-Rule (PBR) and Stormwater requirements, during the performance of the work.
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1.2. Personal Protective Equipment (PPE)
1.2.1. The Contractor shall supply and ensure proper use of PPE by its employees. The minimum PPE required includes Level C protection, with additional gear such as poly-coated Tyvek or similar chemical resistance coveralls, air -purifying respirators (full or half face), chemical -resistant steel toe shoes with metatarsal guards, chemica l-resistant boots or shoe covers, chemical -resistant gloves, safety glasses, face shield, and hard hats (if required).
1.3. Accepted Waste Types
1.3.1. The Contractor must accept all HHW, except for radioactive materials, halogenated solvents, reactive materials, controlled substances (waste medications), explosive devices and materials (including ammunition and fireworks), and medical or infectious waste (other than home -generated sharps as allowed per HSC Section 118286).
1.3.2. In the event that any restricted waste is brought to the site, the Contractor shall, if it is safe to do so, provide education to the individual delivering the waste and direct them to the appropriate disposal authorities.
1.3.3. If the restricted waste poses any hazards, the Contractor shall secure the area, notify the proper authorities immediately, and follow all applicable safety protocols and procedures.
1.4. Waste Management Method Specifications / Waste Screening and Packaging
1.4.1. The Contractor shall efficiently and effectively identify HHWs by reviewing container labels, information from participants, and general waste characteristics (e.g., container type, weight). Waste must be sorted and packaged according to the Department of Transportation (DOT) regulations using the most economical option for disposal.
1.4.2. For unknown HHWs, field -testing methods and other equipment based on best practices shall be used. The Contractor shall implement safety measures, including PPE, when identifying or confirming the contents of unknown or unmarked substances. The Contractor shall be responsible to c ategorize unknown materials using HAZCAT techniques and properly handle for final disposition.
1.5. PaintCare Collection Site
1.5.1. Under the PaintCare Product Stewardship Program, the Contractor will carry out the collection, packaging, transportation, and recycling/disposal services for architectural paints at the PHHWCF on behalf of the City.
TASK 2: DISPOSAL OF HOUSEHOLD HAZARDOUS WASTE
The Contractor is responsible for identifying, segregating, cataloging, testing, consolidating/bulking, packaging (including PaintCare-provided materials), labeling, storing (as necessary), and recycling or disposing of all HHW received.
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2.1. Disposal Methods
2.1.1. The City’s policy is to prioritize recycling and reuse as disposal options when multiple disposal methods are authorized by regulation for a particular type of waste. The Contractor must adhere to this policy and prioritize disposal methods as follows:
2.1.1.1. Recycling/Reuse (treatment may be required to make waste recyclable)
2.1.1.2. Alternative Fuel
2.1.1.3. Treatment (includes treatment for acceptable sewer discharge)
2.1.1.4. Bioremediation
2.1.1.5. Destructive Incineration
2.1.1.6. Class I Landfill Disposal
2.1.2. The City must approve the disposal method for each waste type in advance. If any changes to the method are necessary, the contractor must request approval in writing at least thirty (30) business days prior to the change. The City will not be responsible for disposal costs incurred from unauthorized disposal methods, and the Contractor will be liable for any associated costs. If the City pays for unauthorized disposal costs, the contractor must promptly reimburse the City.
2.1.3. The City reserves the right to divert certain waste categories (e.g., used oil, oil filters, antifreeze, lead acid batteries, compressed gas cylinders) to alternate facilities as determined by the City or its designee and t he Contractor shall transport the waste to these alternate facilities if directed by the City.
2.1.3.1. Costs for transportation and disposal will be negotiated and agreed upon by all parties.
2.1.4. If bulk oil or antifreeze becomes contaminated due to the contractor’s activities, the contractor will be responsible for covering the cost difference between the disposal of the contaminated and uncontaminated materials.
2.2. Disposal Data and Shipping Manifests
2.2.1. The Contractor shall manifest all waste to be collected and transported, ensuring compliance with California EPA, U. S. Department of Transportation, U.S. EPA, and the permitted disposal facilities. The City will sign all manifests prior to shipment.
2.2.2. The Contractor shall provide the City with paper copies of all manifests, disposal data, and backup information monthly with the invoice for services. The data shall include the quantity of each waste type in pounds, and the corresponding disposal method.
2.2.3. The City maintains permits and is responsible for permit -required reporting, including but not limited to California Environmental Reporting System (CERS) and Form 303.
2.2.4. The City will utilize the Contractor’s invoice and disposal method information to complete the following required reports and documentation activities:
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2.2.4.1. CalRecycle Form 303 Reports
2.2.4.2. DTSC Electronic Verification Questionnaire
2.2.4.3. Online Used Oil Payment Program Annual Report
2.2.4.4. Recordkeeping of waste disposal documentation
2.3. Shipping Schedule & Waste Transportation
2.3.1. The Contractor is to schedule shi pments to ensure the most cost -effective disposal while maintaining safety and compliance with shipping and storage requirements.
2.3.2. Any waste pickups, or activities requiring City staff facilitation, must be scheduled in advance and occur Monday – Friday between 7:00 a.m. and 4:00 p.m.
2.3.3. The Contractor is responsible for ensuring proper placarding and adhering to vehicle weight limits during transportation of all waste hauled on behalf of the City.
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EXHIBIT “B”
PAYMENT
I. PROGRESS AUTHORIZATION
Written authorization to proceed from the City authorizes the Contractor to incur costs based on actual monthly labor rates and disposal rates (includes processing and disposal), based on the rate schedules shown in Section III.
Rate Adjustments
Beginning in Year 2 of the Agreement, the unit pricing for labor and disposal rates may be adjusted on an annual basis. Such adjustments shall be based on the U.S. Bureau of Labor Statistics (BLS) Producer Price Index (PPI) for Solid Waste Collection Services (Series ID: PCU5621115621112, not seasonally adjusted), or a comparable index as determined by mutual agreement of the par ties should the specified index become unavailable.
BLS Data Viewer: http://data.bls.gov/dataViewer/view/timeseries/PCU5621115621112 The annual adjustment to be in effect each July 1st shall be calculated using the lesser of the following two metrics:
1. The percentage change in the PPI from March of the previous year to March of the current year; or
2. The five-year average percentage change in the PPI over the five most recent fiscal years.
The City reserves the right to withhold any amount if unsatisfied with the service the Contractor provides.
II. INVOICE PROCEDURE
The Contractor's monthly bills shall be substantiated by appropriate documentation on a form as agreed to by the City that is consistent with the rate schedules in Section III.
The Contractor must also include an itemized listing of personnel, subcontractors, and other direct costs incurred.
Atty. rev. 2025; Risk rev. 2025 Page 10 of 13 III. RATE SCHEDULE: MONTHLY LABOR AND PROCESSING & DISPOSAL RATES
MONTHLY LABOR RATE
Monthly Hourly Subtotal Labor
0.00 58.00 58.00
0.00 101.72 101.72
159.72
PROCESSING AND DISPOSAL RATES BY ITEM
Description Process1 Unit of
Measure2
Monthly
Quantity Rate Subtotal
Item Cost
Poisons/toxic liquids 55DM 0.00 320.85 -
Poisons/toxic solids CY 0.00 925.35 -
Flammable liquids 55DM 0.00 164.65 -
Lighters LB 0.00 1.99 -
Aerosols CY 0.00 725.00 -
Paint related material (PRM) 4 CY 0.00 775.00 - Fire Extinguishers EA 0.00 22.25 -
1 lb. Propane Cylinder EA 0.00 8.46 -
Propane Cylinder, <5 gal.5 EA 0.00 8.46 -
Propane Cylinder, =5 gal.5 EA 0.00 19.00 -
Propane Cylinder, >5 gal.5 EA 0.00 19.00 -
Helium Tanks EA 0.00 34.94 -
Oxygen Tanks EA 0.00 35.00 -
lnorg acid/base 55DM 0.00 261.14 -
<10% inorg/base - Bulk 55DM 0.00 348.89 -
Oxidizers 55DM 0.00 1,250.00 -
Alkaline batteries LB 0.00 0.97 -
Lithium batteries LB 0.00 6.51 -
Lithium ion batteries LB 0.00 0.66 -
Ni-cad batteries LB 0.00 1.15 -
Fluorescent Tubes LF 0.00 0.21 -
Compact Fluor. Lamp (CFL) EA 0.00 3.34 -
Med Waste (sharps) BIN 0.00 160.20 -
Antifreeze5 GAL 0.00 2.98 -
Used Motor Oil5 GAL 0.00 2.98 -
Oil Filters - drained5 55DM 0.00 282.98 -
Lead Acid Batteries (vehicle)5 LB 0.00 - - -
Classification
Technician
Project Manager
Total Monthly Labor Amount:
4 PRM: Pricing is only for HHW Paints not accepted by the PaintCare Program. PaintCare HHW accepted paint is at no cost. 5 Pricing is only for recycling/disposal by Contractor. The City reserves the right to recycle or dispose of antifreeze, used motor oil/oil filters, vehicle batteries, and compressed gas cylinders. The Contractor is still responsible for the receipt handling of these wastes and should include in labor rates. 1 Process: RC=Recycle, FI=Fuel Incineration, DI=Destructive Incineration, S=Stabilization, NT=Neutralization/Treatment Total Monthly Processing and Disposal Amount:
2 Unit of Meas.: CYB=Cubic Yard Box, 55DM=55 gal. drum, LF=Liner foot, EA=Each, GAL - gallon, 5DM=5 gal. drum, BIN=~38-43 gal. bin 3 Reserved
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INSURANCE
Contractor shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, his/her agents, representatives, or employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown below, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.
1) Minimum Scope of Insurance
a) Coverage shall be at least as broad as:
i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1); or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
iv) Errors and Omissions liability insurance appropriate to the Contractor's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability. v) Contractor’s Pollution liability insurance applicable to the work being performed.
2) Minimum Limits of Insurance
a) Contractor shall maintain limits no less than:
i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii) Workers’ Compensation: Statutory limits.
iv) Employer's Liability: $1,000,000 per accident for bodily injury or disease. v) Errors and Omissions Liability: $1,000,000 per occurrence or claim, $2,000,000 aggregate.
vi) Contractors Pollution Liability : $2,000,000 per occurrence or claim, $2,000,000 aggregate.
3) Self-insured Retentions
Self-insured retentions must be declared to and approved by City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
4) Other Insurance Provisions
a) The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Atty. rev. 2025; Risk rev. 2025 Page 12 of 13 i) The City of Santa Maria, its officers, officials, employees, and volunteers are to be covered as additional insureds on the policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used). ii) For any claims related to this project, Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced, except with notice stating the title of this Agreement to the City . All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. iv) Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said 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 affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.
v) If any of the required policies provide claims-made coverage:
(1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is cancelled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
5) Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
6) Verification of Coverage
a) Contractor shall furnish City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. b) All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, at any time.
Atty. rev. 2025; Risk rev. 2025 Page 13 of 13 7) Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.