DRA
FT SERVICES AGREEMENT BETWEEN
THE CITY OF SUNNYVALE AND SAN JOSE CONSERVATION CORPS
FOR GLASS COLLECTION SERVICES
TH
IS AGREEMENT dated ______________________________ is by and between the CITY OF SUNNYVALE, a California chartered municipal corporation ("CITY"), and SAN JOSE CONSERVATION CORPS ("CONTRACTOR"), corporation.
WHEREAS, CITY is in need of specialized services for glass collection from restaurants and bars; and
WHEREAS, in reliance upon CONTRACTOR’s representations regarding its qualifications, CITY finds that CONTRACTOR possesses the skill and expertise to provide the required services; NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. Contract Documents
The c
omplete Contract consists of the following documents: Exhibit A, Scope of Services; N
otice Inviting Proposals; Instructions to Proposers; Specifications; Terms and Conditions; and CONTRACTOR's completed Proposal. These documents are all incorporated herein by reference. All exhibits, including all associated attachments, are attached hereto and incorporated herein by reference. The documents and exhibits comprising the complete contract are collectively referred to as the Contract Documents.
A
ny and all obligations of the CITY and the CONTRACTOR are fully set forth and described therein.
A
ll of the above documents are intended to cooperate so that any work called for in one and not mentioned in the other or vice versa is to be executed the same as if mentioned in all documents.
2. Services by CONTRACTOR
I
t is understood and agreed that tools, equipment, apparatus, facilities, labor, transportation, and material shall be furnished and work performed and completed as required in the bid documents under the sole direction and control of the CONTRACTOR, and subject to approval of the City.
3. Time for Performance
The
term of this Agreement shall be for a three- year period from the date of execution unless otherwise terminated in accordance with Section 16 below. Agreement may be renewed for two (2) additional one-year periods at the option of CITY. The schedule of performance may be revised by the mutual agreement of CONTRACTOR and the CITY.
4. C ompensation
I
n no event shall the total amount of compensation paid by CITY to CONTRACTOR under this agreement exceed the sum of Five Hundred Eighteen Thousand One and 12/100 Dollars Attachment 1
($5 18,001.12) unless upon written modification of this Agreement. CONTRACTOR shall submit invoices to CITY no more frequently than monthly for services provided to date, and in accordance with the compensation schedule outline in Exhibit “A”. All invoices, including detailed backup, shall be sent to City of Sunnyvale, attention Accounts Payable, P.O. Box 3707, Sunnyvale, CA 94088- 3707 or [email protected]. Payment shall be made within thirty days upon receipt of an accurate itemized invoice by CITY’s Accounts Payable unit.
5. W age Rates
CONTRACTOR shall comply with the minimum wage provisions set forth in Section 3.80.040 of the Sunnyvale Municipal Code.
6. C onflict of Interest
CONTRACTOR shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest. CONTRACTOR is aware of the prohibition that no officer of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement CONTRACTOR shall not accept employment or an obligation which is inconsistent or incompatible with CONTRACTOR’S obligations under this Agreement.
7. Confidential Information
CONTRACTOR shall maintain in confidence and at no time use, except to the extent required to perform its obligations hereunder, any and all proprietary or confidential information of CITY of which CONTRACTOR may become aware in the performance of its services.
8. Compliance with Laws
A. CONTRACTOR shall not discriminate against, or engage in the harassment of, any City employee or volunteer or any employee of CONTRACTOR or applicant for employment because of an individual’s race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, or any other protected characteristic in violation of federal or state law . This prohibition shall apply to all of CONTRACTOR’s employment practices and to all of CONTRACTOR’s activities as a provider of services to the City.
B. CONTRACTOR shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement.
9. I
ndependent Contractor
CONTRACTOR is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee be tween CITY and CONTRACTOR. CONTRACTOR is responsible for paying all required state and federal taxes.
Attachment 1
10. I ndemnity
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless the CITY, its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, caused in whole or in part by any negligent act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence or willful acts of the CITY. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. CONTRACTOR’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement.
11. I
nsurance
The City requires that CONTRACTOR maintain insurance requirements on the Pacific Insurance Network System (PINS). CONTRACTOR shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "B" attached and incorporated by reference, and shall provide all certificates or endorsements as specified in Exhibit " B" through PINS for approval by the City Risk Manager prior to CONTRACTOR (or subcontractor) commencing any work under this Agreement.
12. C
ITY Representative
Shikha Gupta, Solid Waste Programs Division Manager as the City Manager's authorized representative (“CITY representative”), shall represent CITY in all matters pertaining to the services to be rendered under this Agreement. All requirements of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative.
13. CO
NTRACTOR Representative
Monica Rosquillas, Zero Waste Director shall represent CONTRACTOR (“CONTRACTOR representative”) in all matters pertaining to the services and materials to be rendered under this Agreement; all requirements of CONTRACTOR pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the CONTRACTOR representative.
14. No
tices
All notices required by this Agreement, other than invoices for payment which shall be sent directly to Accounts Payable, shall be in writing, and sent by first class with postage prepaid, or sent by commercial courier, to addressed below.as follows:
Nothing in this provision shall be construed to prohibit communication by more expedient means, such as by email, to accomplish timely communication. Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three business days after mailing.
Attachment 1
To CITY: Ramana Chinnakotla, Director of Environmental Services Environmental Services Department
CITY OF SUNNYVALE
P. O. Box 3707
Sunnyvale, CA 94088-3707
To CONTRACTOR: Monica Rosquillas
San Jose Conservation Corps
1560 Berger Dr
San Jose, CA 95112
15. A ssignment
Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party.
16. Ter mination
A. If CONTRACTOR defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of satisfactory services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate.
CONTRACTOR shall present CITY with any work product completed at that point in time.
B. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONTRACTOR . In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
C. If CITY fails to pay CONTRACTOR , CONTRACTOR at its option may terminate this Agreement if the failure is not remedied by CITY within 30 days after written notification of failure to pay.
17. E
ntire Agreement; Amendment
This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing as an amendment to this Agreement signed by all parties. If the amendment is signed electronically, the digital signatures must comply with the requirements of California Government Code Section 16.5.
18. G
overning Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively Attachment 1
vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.
19. M iscellaneous
Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CITY OF SUNNYVALE ("CITY") SAN JOSE CONSERVATION CORPS ("CONTRACTOR")
By _____________________________ By _____________________________ City Manager ________________________________
Name and Title
ATTEST:
By ___________________________ By _____________________________ City Clerk ________________________________
Name and Title
APPROVED AS TO FORM:
By ___________________________
City Attorney
Attachment 1
Exhibit A
Scope of Services
Container Glass Collection Program Specifications
The City of Sunnyvale is seeking proposals to collect container glass from restaurants in Sunnyvale. This includes all glass, both California Redemption Value (CRV) and non-CRV containers. The objective of the proposed program is to divert container glass (bottles and jars) in order to keep it out of garbage containers.
The primary goal of the project is to improve the marketability of compostable 2” minus “fines” derived from mechanized sorting of garbage received at the SMaRT Station materials recovery facility (MRF). Glass containers that are disposed in the garbage get broken by the MRF equipment and end up as contaminants in the fines, hampering the City’s ability to market these organics to compost facilities.
A secondary goal of the project is to increase the amount of Sunnyvale container glass that is captured and recycled in order to comply with the City’s zero waste goals set forth by Council policy.
City of Sunnyvale Requirements/Scope of Work
1. PROJECT SCOPE
1.1. Collection Services
The SJCC shall establish collection routes for glass collection services for businesses, restaurants, bars and other container glass generating organizations (clients) within the City of Sunnyvale. The focus of the program will be to collect glass from the participating clients but the SJCC, at their discretion, can also collect other beverage container related recyclable material, which includes:
• Metals (CRV & non-CRV): aluminum, steel, and bi-metal cans • Plastics (CRV & non-CRV): bottles, containers, cups and tubs #1-2
1.2. Route schedules
Collections shall occur at all client locations at a minimum of once per week or as agreed upon by or between the SJCC and the client. Routes shall be developed and maintained by the SJCC as the client participation builds. The City anticipates a minimum of three (3) routes per week for the collection of glass and other beverage container-related recyclable material.
At any time during this project term, the City Representative and the SJCC shall evaluate the frequency of service that meets the needs of each of the clients. Bi-weekly, monthly, or on-call collection services shall be considered only for those clients generating less than one-quarter rollaway full per week.
Attachment 1
City shall have the option to require the client to have more than one pickup per week based on certain criteria (e.g.: space limitations, high volumes, etc.).
The collection schedules (including days and frequencies of collection) for each client will be determined between the SJCC and the client. Collection schedules shall remain in effect for the term of this project and may be modified at the discretion of the SJCC. However, the City Representative may request the collection schedule and provide input regarding adjustments and modifications to the collection schedule.
The SJCC is solely responsible for loading glass (and other recyclable material, as agreed upon) into the SJCC’s collection vehicles. Should additional material accumulate at the client location that does not fit in the collection container(s) (e.g.: rollaway or cubic yarder bins), the SJCC is not to pick up the material without explicit direction from the client. The SJCC shall clean up any spillage or litter in the collection areas caused by the SJCC collection teams. All regularly scheduled collections must be completed on the scheduled day unless agreed to in advance by the client. The SJCC must notify the clients when they are unable to perform any collection as scheduled before the end of that business day. The SJCC shall, within twenty- four (24) hours after request, collect and remove any and all missed pickups which the SJCC failed to collect and remove as required at the regularly scheduled time.
In instances when the SJCC is unable to access a container for service, the collection team shall contact the dispatcher/collections supervisor and make the report of inability to access the container. The dispatcher shall contact the business’ on-site contact to remedy the situation. If the dispatcher is unable to make contact with the client, the SJCC shall wait at the client location up to ten (10) minutes for access to be provided or shall return at a later time during the same day.
Extra and emergency collections may be occasionally required. Emergency service must be provided the same day as requested, whenever feasible. Extra collections must be provided within twenty-four (24) hours after request. SJCC shall guarantee a minimum response time if a site visit is needed to resolve a problem.
SJCC shall provide a phone number which is staffed during business hours on weekdays, plus an after-hours number the City can call nights and weekends if there is a problem.
Provided that the contamination level of the collection container is less than 10%, each cart shall be emptied upon each service call regardless of volume level. If contamination levels exceed 10%, then collection teams shall notify dispatch who will contact the client to have contamination removed from the container before providing collection services. Whenever feasible, collection service to the client will be provided the same day or within twenty-four (24) hours after notification of the removal of the contamination.
Changes to the collection schedule may occur due to holidays or scheduled shut-downs. In these instances, collection services will be provided the following day after the holiday or scheduled shut-down.
Attachment 1
1.3. Marketing Services
The SJCC shall perform marketing and outreach to potential clients to participate in the glass collection program. The SJCC shall work independently, alongside, or under direction from the City Representative.
1.4. Collection Hours
The SJCC collection hours shall be no earlier than 7:00AM and no later than 6:00PM. Exceptions to the collection hours shall only be effected upon the mutual agreement between the SJCC and the client.
1.5. Service Changes
The client may increase or decrease service at any time without penalty by contacting the SJCC and making a request to the Collections Manager/Dispatcher. Requests for service changes shall be put into effect within seven (7) days. The City Representative may also request an adjustment to the service levels as needed (e.g.: inspection of client revealed once a week pickup to be insufficient). The SJCC shall inform the City Representative of any and all potential causes of disruption to the normal collection route times and schedules, including, but not limited to, a temporary or permanent change of drivers, the training of new drivers, and scheduled activities or events at the SJCC workplace.
1.6. Container Provision and Maintenance
The SJCC shall furnish ninety-six (96) gallon or equivalent rollaways/wheeled carts (containers) to collect glass and shall be responsible for the maintenance and repair of the containers. Containers must be standard color and SB 1383 compliant for that container type. Containers must be metal or plastic with plastic lids.
Containers provided shall be clean and in fully serviceable condition, free of offensive odors, graffiti, and safety hazards. The SJCC shall also furnish twenty-three (23) gallon containers (e.g.: Slim Jim™) as needed to clients for in- house collection. All containers provided by SJCC shall be properly labeled (e.g.: Glass Bottles Only, Bottles & Cans Only, etc.)
The SJCC shall be required to clean bins as necessary, or as requested by the client and/or the City Representative, and shall provide prompt repair or replacement of all damaged containers.
The SJCC shall provide the number of containers requested by the client to collect glass. The number of containers can be adjusted by the SJCC depending on the need or if the number of containers is found to be insufficient or excessive. Adjustments shall only be made by expressed agreement by the client or upon request by the City Representative. The SJCC is responsible for all container deliveries.
All containers shall be clearly labeled with the SJCC name or logo, so that the client is aware that the container is to be used for this specific program. The City may provide signage, if deemed necessary, at the City’s cost.
Attachment 1
1.7 Truck Standards
Trucks shall be used that are safe, licensed and compliant with air pollution control requirements.
2. CONTAMINATION
The SJCC shall inspect collection containers for possible contamination before materials are transferred from collection containers to the SJCC vehicles. SJCC shall not provide collection services to any container that has contamination in excess of 10%.
Collection teams shall provide non-collection tag to customers when contamination rate exceeds 10%. If contamination continues more than three times, SJCC shall contact business owner to discuss solutions. City staff will coordinate with SJCC to develop a contamination tag to be used.
SJCC may, with City approval, discontinue service to uncooperative businesses.
3. MONTHLY REPORT
Monthly reports of glass (and other recyclables) shall be submitted by the 10th of each month.
The SJCC shall electronically submit to City a monthly report containing the following information:
• A list of participants, including addresses
• Potential clients who have been contacted but are not participating • New Participants starting that month
• Non-Collection tags and customers contacted to resolve contamination issues • Status of participation (from clients)
• Tons of material collected
• Residual rate
• A brief, bullet-point narrative of challenges and successes
4. OUTREACH
The SJCC shall develop, with assistance from City, marketing material for use with the program. City will provide graphic design and printing.
SJCC shall use outreach methods such as the Chamber of Commerce e- newsletter or the City’s e-newsletter (Sustainable Sunnyvale) at least two times per year to promote the program. City approval required prior to publication.
Attachment 1
EXHIBIT B
INSURANCE REQUIREMENTS
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 by the Contractor, their agents, representatives, or employees.
Minimum Scope and Limits of Insurance. Contractor shall maintain limits not less than:
1. Commercial General Liability: coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.
2. Automobile Liability: coverage with a combined single limit of not less than $1,000,000 per occurrence applying to all owned, non-owned, or hired vehicles used in conjunction with this contract for bodily injury and property damage. ISO Form shall be at least as broad as CA 0001.
3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Industry Specific Coverages. If checked below, the following insurance is also required:
☐ Liquor Liability coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence.
☐ Professional Liability / Errors and Omissions Liability coverage with limits not less than $2,000,000 per occurrence or claim.
☐ Valuable Papers and Electronic Data Processing with limits not less than $10,000 each.
☐ Cyber Liability coverage with limits not less than of $1,000,000 per occurrence or claim.
☐ Crime coverage with limits not less than $500,000 to include third party premises endorsement.
☐ If working directly with minors, the Certificate of Insurance must include coverage for molestation and sexual abuse with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate.
☐ Garage Liability coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence.
☐ Garage Keepers Liability coverage with limits not less than $100,000 per location.
Attachment 1
☐ On-Hook coverage with limits not less than $100,000 per vehicle.
Deductibles, Self-Insured Retentions and Other Coverages:
Any deductibles or self -insured retentions must be declared and approved by the City of Sunnyvale, Risk Manager. The Contractor shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self -insured retention.
The aforementioned insurance requirements can be met through any combination of self-insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Other Insurance Provisions:
1. During the term of the contract, the City of Sunnyvale, its officers, officials, employees, agents, and volunteers are to be covered as an additional insured in the Contractor’s commercial general liability policy (and if applicable liquor liability, valuable papers and electronic data processing, cyber liability,
sexual abuse and molestation policies) with
respects to liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, officials, employees, agents, or volunteers.
Additional Insured Endorsement for ongoing operations at least as broad as ISO CG 20 10 Scheduled, or automatic CV 20 38 and completed operations shall be at least as broad as ISO CG 2037 scheduled or automatic ISO CG 2040.
2. During the term of the contract, the Contractor’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
3. For all Architects, Engineers and Design Professionals - If Industry Specific Coverage box is checked above and if the Contractor’s Professional Liability/Errors and Omissions coverage is written on a claims made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims - made policy form with a Retroactive Dat e prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work
4. For any claims related to this project, the Contractor’s insurance shall be primary. Any insurance or self -insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.
Attachment 1
5. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.
6. The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
7. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Sunnyvale.
8. Any umbrella or excess Insurance Liability policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including the additional insured, SIR, and primary and non-contributory insurance requirements for the benefit of City (if agreed to in a written contract or agreement) until all coverage carried by or available to the Contractor’s primary and excess liability policies are exhausted and before the City’s own Insurance or self-insurance shall be called upon to contribute to a loss.
9. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the Contractor’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
Acceptability of Insurers:
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, and who are admitted and authorized to do business and in good standing in California unless otherwise acceptable to the City of Sunnyvale’s Risk Manager.
Verification of Coverage:
Contractor shall furnish the City of Sunnyvale with an original Certificate of Insurance eff ecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City of Sunnyvale, Risk Manager prior to commencement of work.
The Contractor shall provide certificate(s) evidencing renewals of all insurance required herein prior to the expiration date of any such insurance. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
For all insurance policy renewals during the term of this Contract, Contractor shall submit insurance certificates reflecting the policy renewals through PINS.
Subcontractors
Attachment 1
Contractor shall require all subcontractors to procure and maintain insurance policies subject to these requirements. Failure of Contractor to verify existence of sub-contractor’s insurance shall not relieve Contractor from any claim arising from sub-contractors work on behalf of Contractor.
Attachment 1