Item 5 - Award of Contract for Professional Household Hazardous Waste Management Svs
AGENDA -':PORT SUMMARY
TO: Honorable Mayor and Members of the City Council
- FROM: J=æ L ",,"",,°,, C", Ma~ ~
INITIATED BY: James R. Howell, Director of Public service~ .,
DATE:
March 2, 1999 "
SUBJECT: Award of Contract for Professional Household Hazardous Waste
Management Services, and Rescinding Resolution No. 98-063.
ABSTRACT
On June 16, 1998, the City Council adopted Resolution No. 98-063, suspending notice and bidding
requirements in connection with the provision of household hazardous waste (HHW) collection services,
and authorizing staff to enter into a month-to-month agreement with Philip Services Corporation to
continue to operate the facility until a formal bidding procedure was conducted. A Request for Proposals
(RFP) was advertised in December, 1998, and the City received three proposals. Staff conducted a
thorough review of all proposals received, and applied the evaluation criteria listed in the RFP. Staff is
recommending that the City Council award the contract to Safety-Kleen (Califomia), Inc., and rescind
Resolution No. 98-063.
ENVIRONMENTAL REVIEW
N/A
i ~
FISCAL IMPACT
The estimated annual cost of the contract for HHW services (to be paid on a time and materials basis) for
the regional facility is $208,000. Poway's share of the contract is estimated to be $125,000. The City will
collect approximately $100,000 in AB939 fees to pay for the HHW program expenditures. To make up for
this anticipated revenue shortfall, Staff will recommend that the AB939 fee be increased when the City
Council considers an annual solid waste disposal rate adjustment in the Spring of 1999. If the increase is
not approved, Staff will recommend closure of the poway HHW collection facility for the remainder of the
fiscal year when the AB939 revenues are expended. The balance of the contract ($83,000) will be
collected from jurisdictions that enter into a reimbursement agreement with the City to utilize the facility.
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
Copies of this report have been forwarded to: Safety-Kleen (Califomia), Inc., Ocean Blue Environmental
Services, Inc., and Philip Services Corp.
RECOMMENDATION
It is recommended the City Council award the contract for household hazardous waste management
services to Safety-Kleen (California), Inc., and rescind Resolution No. 98-063.
ACTION
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- AGENDA REPOh T
CITY OF POW A Y
This report is included on the Consent Calendar. There will be no separate discussion of the report prior to approval by the
City Council unless members of the Council. staff or public request ~ to be removed fro~ the Consent Calendar and
discussed separately. If you wish to have this report pulled for discussion. please fill out a slip indicating the report number
and give ~ to the City Clerk prior to the beginning of the City Council meeting.
TO: Honorable Mayor and Members of the City Council
FROM: James L. Bowersox, City Manager ~~
INITIATED BY: Jam" R. Howell. Dire- of P"blio S,,",iœ~
Annette R. Gonzalez, Sr. Management Analys
DATE: March 2, 1999
SUBJECT: Award of Contract for Professional Household Hazardous
Waste Management Services, and Rescinding Resolution No.
98-063.
BACKGROUND
On June 16, 1998, the City Council authorized the termination of the City's informal agreement
with the County of San Diego to operate Poway's permanent household hazardous waste
collection facility. The City Council also adopted Resolution No. 98-063 which authorized the
suspension of notice and bidding requirements so that the City may negotiate a month-to- .
month agreement with Philip Services Corporation to continue to operate the facility until such
time a formal bidding procedure was conducted to select a HHW collection/disposal contractor.
On December 1, 1998 the City Council authorized Staff to issue a Request for Proposal for
Professional Household Hazardous Waste Management Services. The City of Poway, acting
as the lead agency, issued the RFP on behalf of the City of Poway and the City of Vista, both
of which have permanent HHW collection facilities, and on behalf of other cities that are
members of the Regional Solid Waste Association (RSWA). The RFP was advertised in the
Poway News Chieftain and North County Times. Seven (7) RFPs were mailed to companies
on the City's bid list. Three companies responded to the RFP.
Staff from the City of Poway and City of Vista held interviews with each of the companies,
checked references, and conducted a thorough review of all proposals. The following
evaluation criteria, listed in descending order or importance, were applied when reviewing and
considering each proposal: (1) Knowledge, experience, technical expertise and familiarity with
r ACTION. l
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Award of HHW Contract
March 2, 1999
Page 2
operating HHW programs; (2) Record of past performance and recommendations received from
clients and other jurisdictions; (3) Proposal completeness; (4) Waste management methods that
are innovative and consistent with the City's preferred hierarchy of waste management methods
(I.e., recycling as the most favorable waste management method, and Class I landfill as the least
favorable method); and (5) Pricing.
FINDINGS
Safety-Kleen (California), Inc. was determined to have the most experience operating permanent
HHW facilities and conducting one-day temporary events, particularly in San Diego County. The
company has an office in San Diego and has sufficient resources and facilities to handle various
contingencies. Safety-Kleen's proposal includes public education and outreach programs and
reasonable pricing for homebound pickup of household hazardous waste.
Services to be provided under the contract include the collection, packing, manifesting, and
transportation of household hazardous wastes delivered to the Poway permanent collection facility
by residents of Poway and surrounding communities that have entered into an agreement with the
City to utilize the facility. The contractor will operate the facility every Saturday from 9 a.m. to 3
p.m., excluding designated holiday weekends. Services shall also include the preparation and/or
update of operating plans, emergency plans and other contingency plans required by law; public
education and outreach assistance; and preparation of monthly reports summarizing the types and
quantities of materials collected at the facility which must be submitted to the State Department of
Toxic Substance Control (DTSC).
The City Attorney has reviewed and approved the proposed agreement. The term of the
agreement shall be for one year. The contract may be extended at the option of the City for up to
five additional one-year periods.
ENVIRONMENTAL REVIEW
N/A
FISCAL IMPACT
Safety-Kleen's proposed prices (time and materials) are comparable to the prices the City is paying
under the current contract. Poway's annual HHW disposal costs are estimated to be $125,000.
The City will collect approximately $100,000 in AB939 fees to pay for the HHW program
expenditures. To make up for this anticipated revenue shortfall, Staff will recommend that the
AB939 fee be increased when the City Council considers an annual solid waste disposal rate
adjustment in the Spring of 1999. If the fee increase is not approved, Staff will recommend closure
of the Poway HHW collection facility for the remainder of the fiscal year when the AB939 revenues
are expended.
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Award of HHW Contract
March 2, 1999
Page 3
The estimated total operating costs for the facility if it remains open to all jurisdictions in the County
in FY 1999-2000 is approximately $208,000. Poway's portion of the total is about 60% or $125,000,
as indicated above. The balance of the operating costs ($83,000) will be collected from
jurisdictions that enter into a reimbursement agreement with the City to utilize the facility.
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
Notification has been sent to Safety-Kleen (California), Inc., Ocean Blue Environmental Services,
and Philip Services Corp.
RECOMMENDATION
It is recommended the City Council award the contract for household hazardous waste
management services to Safety-Kleen (California), Inc., and rescind Resolution No. 98-063.
Attachments: 1. Proposed Resolution
2. Proposed Agreement for Professional HHW Disposal Services
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RESOLUTION NO. 99-
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF POWAY, CALIFORNIA,
RESCINDING RESOLUTION NO. 98-063
WHEREAS, on June 16,1998, the City Council adopted Resolution No. 98-063,
finding and declaring the existence of an emergency within the City and suspending
notice and bidding requirements so that the City may: (1) negotiate a month-to-month
agreement with Philip Services Corporation to continue to operate the Poway
permanent household hazardous waste collection facility until such time a formal
bidding procedure is conducted to select a HHW collection/disposal contractor; and (2)
negotiate and enter into a standard reciprocal/use agreement with other jurisdictions
whose residents will continue to use the facility; and
WHEREAS, on December 1, 1998, the City Council authorized Staff to
commence a formal Request for Proposal (RFP) process for the selection of a qualified,
professional HHW collection/disposal service provider; and
WHEREAS, Staff completed the RFP process and recommended award of a
contract for professional HHW management services on the March 2, 1999 City Council
agenda.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway
that Resolution No. 98-063 is hereby rescinded.
PASSED, ADOPTED AND APPROVED by the City Council of the City of Poway
at a regular meeting this 2nd day of March, 1999.
Michael P. Cafagna, Mayor
ATTEST:
Lori A. Peoples, City Clerk
ATTACHMENT 1
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Resolution No. 99-
Page 2
STATE OF CALIFORNIA)
)SS
COUNTY OF SAN DIEGO)
I, Lori A. Peoples, City Clerk of the City of Poway, do hereby certify under
penalty of perjury that the foregoing Resolution No. 99-- was duly adopted by the
City Council at a meeting of said City Council held on the 2nd day of March, 1999, and
that is was so adopted by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Lori A. Peoples, City Clerk
City of Poway
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AGREEMENT for PROFESSIONAL HOUSEHOLD
HAZARDOUS WASTE DISPOSAL SERVICES
This Agreement is made this..2lliL day of.Mmili....., 1999, between the City
of Po way (hereinafter referred to as "City") and Safety-Kleen. (California) Inc
hereinafter referred to as "Contractor").
1. SERVICES.
1.1. That for and in consideration of payments and agreements hereinafter mentioned,
to be made and performed by the City, and under the terms and conditions expressed
herein, Contractor agrees at Contractor's cost and expense, to provide professional
Household Hazardous Waste (HHW) collection, transportation and management
services to City. Services shall include but are not limited to collection, packaging,
transporting, storing, disposing, recycling, and/or recovery of waste collected.
1.2. The City hereby agrees and promises the Contractor to employ, and does hereby
employ said Contractor to supply the materials (other than those materials supplied
by City) required, and to do the work referred to in Exhibit "B", CONTRACfOR
SCOPE OF WORK, in accordance with the terms and conditions herein contained;
and hereby contracts to pay the same at the time, in the manner, and upon the
conditions set forth herein. The Request for Proposal (RFP) and Contractor's
proposal are incorporated herein by this reference.
1.3 Any conflict between the RFP or the Contractor's proposal and this agreement with
its exhibits and attachments shall be resolved in favor of the latter. Said parties for
themselves, to their heirs, executors, administrators, successors and assigns, do
hereby agree to full performance of the Covenants herein contained.
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2. TERM OF AGREEMENT
The term of this Agreement shaIl be for one year from the date of award. This contract may be
extended at the option of the City for up to five additional one year periods for the five years
succeeding the prime term. Each such option shaIl be exercised, if at all, by written notice to the
Contractor mailed to the Contractor at least 45 days prior to the end 0 fthe current contract year.
3. TERMINATION FOR DEFAULT
3.1. The Contractor's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Contractor is in default for cause under
the terms of this Agreement, City shall have no obligation or duty to continue
compensating Contractor for any work or services provided after the date of default
and can tenninate this Agreement immediately by written notice to the Contractor.
3.2. If the City Manager or his delegate determines that the Contractor is in default in .
the performance of any of the terms or conditions of this Agreement, it shall serve
the Contractor with written notice of the default. The Contractor shall have ten (10)
days after service upon it of said notice in which to cure the default to the
satisfaction of the City. In the event that the Contractor fails to cure its default
within such period of time, the City shall have the right, notwithstanding any
provisions of this Agreement, to terminate the Agreement without further notice and
without prejudice to any other remedy to which it may be entitled at law, in equity
or under this Agreement.
3.3 If, after notice of termination of this contract under the provisions of this clause, it
is determined for any reason that the Contractor was not in default under the
provisions of this clause, the rights and obligations of the parties shall be the same
as if the notice of termination had been issued pursuant to Section 4, below.
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4. TERMINATION FOR CONVENIRNCE
The City may, by written notice stating the extent and effective date, tenninate any services for
convenience in whole or in part, at any time. The City shall pay the Contractor as full
compensation for performance, until such termination, the unit or pro rata price for the delivered
and accepted portion of services. In no event shaH the City be liable for any loss of profits on the
services or portion thereof so terminated. The rights and remedies of City provided in this article
shall not be exclusive and are in addition to any other rights and remedies provided by law or under
resulting order.
5. CONTRACI' ADMINISTRATION
The City has designated the following individual as the Contract Administrator for this Agreement:
Director of Public Services
14467 Lake Poway Road
Poway, Ca 92064
(619) 679-5400
6. CONTRACT PROGRESS MEETINGS
The Contract Administrator or his designee shall chair Contractor progress meetings and will
coordinate the City's contract administrative functions. The Contract Administrator is designated
to receive and approve Contractor invoices for payment, audit and inspect records, inspect
Contractor Services, and provide other technical guidance as required. Changes to the scope of
work shall be made only by the Contract Administrator.
7. PERSONNEL ASSIGNMENT & REASSIGNMENT
7.1. A contract manaQ:er shall be assigned as the individual responsible for the overall
performance of any resulting contract and shall be directly responsible for
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responding to the Contract Administrator at all times during the tenn of this
contract.
7.2. No reassignments of personnel shall be allowed without full resume submittal,
justification therefor, and approval by the Contract Administrator.
8. DISPUTES
8.1. Except as otherwise provided in this contract, any disputes concerning a question
of fact arising W1der this contract which is not disposed of by agreement shall be
decided by the Contract Administrator who shall furnish the decision to the
Contractor in writing. The decision of the Contract Administrator shall be final and
conclusive unless detennined by the court of competent jurisdiction to have been
fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply
bad faith. The Contractor shall proceed diligently with the perfonnance of the
contract pending the Contract Administrator's decision.
8.2. The "Disputes" clause does not preclude consideration of legal questions in
connection with decisious provided for in paragraph 8.1, above. Nothing in this
contract shall be construed as making final the decision of any administrative
official, representative, or board on a question of law.
9. CHANGES
The Contract Administrator may at any time, by written order, make changes within the general
scope of this contract, in the definition of services to be perfonned, and the time (i.e., hours of the
day, days of the week, etc.) and place of perfonnance thereof. If any such change causes an
increase or decrease in the cost of, or the time required for the performance of any part of the work
W1der this contract, whether changed or not changed by any such order, an equitable adjustment
shall be made in the contract price or delivery schedule, or both, and the contract shall be modified
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in writing accordingly. Any claim by the Contractor for adjustment under this clause must be
asserted within 30 days from the date of receipt by the Contractor of the notification of change;
provided however, that the Contract Administrator, ifhe decides tlÌat the facts justify such action,
may receive and act upon any such claim asserted at any time prior to fina1 payment under this
contract. Where the cost of property made obsolete or excess as a result of a change is included in
the Contractor's claim for adjustment, the Contract Administrator shall have the right to prescribe
the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute
concerning a question of fact within the meaning of the clause of this contract entitled "Disputes".
However, nothing in this clause shall excuse the Contractor from proceeding with the contract as
changed.
10. INDEPENDENT CONTRACTOR
The Contractor is, for all purposes arising out of this Agreement, an independent Contractor and
shall not be deemed an employee of the City. It is expressly understood and agreed that the
Contractor shall in no event, as a result of this contract, be entitled to any benefits to which the City
or its employees are entitled, including but not limited to overtime, any retirement benefits,
worker's compensation benefits, and injury leave or other leave benefits.
11. ASSIGNMENT
I I. I. Contractor shall not assign any interest in this Agreement, and shall not transfer any
interest in the same (whether by assignment or novation), without the prior written
consent of the City thereto; provided however, that claims for money due or to
become due to the Contractor from the City under this contract may be assigned
without such approval. Notice of any such assignment or transfer shall be furnished
promptly to the City.
11.2. City may assign its rights or obligations under this Agreement to the Regional Solid
Waste Association (RSW A) or other designated public agency, with prior written
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notice provided to Contractor.
12. INDEMNITY AGREEMENT
12.1. Contractor and City agree that City, its employees, agents and officials should, to
the extent permitted by law, be fully protected from any loss, injury, damage, claim,
lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs or
any other costs arising out of or in any way related to Contractor's or its agent's
fault or negligence in the perfonnance of this Agreement. Accordingly, the
provisions of this indemnity provision are intended by the parties to be interpreted
and construed to provide the fullest protection possible under the law to the City.
Contractor acknowledges that City would not enter into this Agreement in the
absence of the commitment of Contractor to indemnify and protect City as set forth
here.
12.2. To the fullest extent permitted by law, Contractor agrees to indemnify, hold
hannless and defend City from and against any and all liabilities, claims, penalties,
forfeitures, suits, and the costs and expenses incident thereto (including costs of
defense, settlement and reasonable lawyers' fees, consultant or other professional
fees and the reasonable costs of investigation, containment and cleanup and any
remedial actions required by law, regulation or order, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 or comparable
state superfund law), which it may hereafter incur, become responsible for, or pay
out as a result of death or bodily injury to any person, destruction or damage to any
property, contamination of or adverse effects on the environment, or any violation
of governmental laws, regulations or orders, to the extent that such damage was
caused by: (1) Contractor's breach of any term or provision of this Agreement; (ii)
the failure of any representation or warranty of Contractor to be true, accurate and
complete; or (iii) any negligent act or omission or willful misconduct of Contractor
or its employees or agents.
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In the event any legal action is commenced by one of the parties for the purpose of
enforcing the indemnification obligations or any contract obligations of the other
party, the prevailing party shall be entitled to receive from the non-prevailing party
such expenses and attorneys' fees incurred in such enforcement as may be set by the
court. Each party will bear its respective costs in any mediation or arbitration
proceeding, or administrative proceeding.
12.3. Without affecting the rights of City under any provision of this Agreement or this
section, Contractor shall not be required to indemnify and hold hamùess City as set
forth above for liability attributable to the fault of City.
12.4. Contractor has no obligation under this agreement for liability proven in a court of
competent jurisdiction or by written agreement between the parties to be the sole
fault of City.
12.5. Contractor agrees to obtain executed indemnity agreements with provisions identical
to those set forth here in this section from each and every subcontractor, subtier
contractor or any other person or entity involved by, for, with or on behalf of
Contractor in the performance or subject matter of this agreement. In the event
Contractor fails to obtain such indemnity obligations from others as required here,
Contractor agrees to fully responsible according to the terms of this section.
12.6. Failure of City to monitor compliance with these requirements imposes no additional
obligations of City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the
successors, assigns, or heirs of Contractor and shall survive the termination of this
agreement or this section.
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13. INTEREST OF CONTRACTOR
13.1. Contractor covenants that it presently has no interest in, including but not limited
to, other projects or independent contracts, and shall not acquire any such interest,
direct or indirect, which would conflict in any manner or degree with the
perfonnance of services required to be performed under this contract. Contractor
further covenants that, during the performance of this contract, no person having any
such interest shall be employed or retained by it under this Agreement.
13.2. The Contractor agrees to inform the City of all Contractor's interests, if any, which
are or which Contractor believes to be incompatible with any interests of the City.
14. CONDUCT OF CONTRACTOR
14.1. Contractor shall not, under circumstances which might reasonably be interpreted
as an attempt to influence the recipient in the conduct of his duties, accept any
gratuity or special favor from individuals or organizations with whom Contractor
is doing business or proposing to do business, in accomplishing the work under the
Agreement.
14.2. Contractor shall not use for personal gain or make other improper use of privileged
information which is acquired in connection with his employment. In this
connection, the term "privileged information" includes, but is not limited to,
unpublished information relating to technological and scientific development;
medical, personnel, or security records of the individuals; anticipated materials
requirements or pricing actions; and knowledge of selections of contractors or
subcontractors in advance of official announcement.
14.3. Contractor or employees thereof shall not offer gifts, gratuity, favors, entertainment
directly or indirectly to City employees.
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15. DISALLOW ANCE
In the event Contractor receives payment for services under this Agreement which is later
disallowed by the City, Contractor shall promptly refund the disallowed amount to the City on
request, or at its option, the City may offset the amount disallowed from any payment due to
Contractor under any Agreement with the City.
16. AUDIT & INSPECTION OF RECORDS
16.1. General. The City shall have the audit and inspection rights described in this section.
16.2. Cost or pricing data. If Contractor submitted cost or pricing data in connection with
the pricing of this contract or any changes or modification thereto, UIÙess such pricing
was based on adequate price competition, established catalog or market prices of
commercial items sold in substantial quantities of the general public, or prices set by
law or regulation, the Contract Administrator or his representatives who are
employees of the City or its agents shall have the right to examine all books, records,
documents and other data of Contractor related to the negotiation of pricing or
performance of such contract, change or modification, for the purpose of evaluating
the accuracy, completeness and currency of the cost or pricing data submitted.
16.3. Disposal paperwork. The City shall have the right to audit and examine all
paperwork associated with the disposal of the waste generated by the PHHWCF,
including but not limited to: manifests, certificates of disposal, copies of permits or
licenses, Regulatory Agency correspondence, subcontractor audit and inspection
records, facility inspection records, etc.
16.4. Availability. The materials described above shall be made available at the office of
Contractor, at all reasonable times, for inspection, audit or reproduction, until the
expiration of 3 years from the date of final payment under this contract, or by 16.5 and
16.6 below.
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16.5. Record Retention After Contract Termination. If this Agreement is completely
or partially tenninated, the records relating to the work tenninated shall be made
available for a period of three years from the date of any resulting fmal settlement.
16.6. Record Retention Relating to Appeal from "Disputes" Clause. Records which
relate to appeals under the "Disputes" clause of this Agreement, or litigation or the
settlement of claims arising out of the perfonnance of this Agreement, shall be made
available until such appeals, litigation, or claims have been disposed of, or three years
after contract completion, whichever is longer.
16.7. Subcontractor Clause. Contractor shall insert a clause containing all the provisions
of this entire clause in all subcontracts hereunder except altered as necessary for
proper identification of the contracting parties and the Contract Administrator under
the City's prime contract.
17. PAYMENTS & INVOICES
An original invoice shall be submitted with accompanying back-up documentation to: City of
Poway, Director of Public Services, P. O. Box 789, Poway, C4 92074. Payments shall be Net 30
Days from receipt and approval of invoice unless otherwise stated.
17.1. Invoices nnœ be submitted in the fonnat mutually agreed upon by the City and
Contractor.
17.2. Monthly invoices nms! be submitted no later than 30 days from the end of the month
in which the services were provided.
17.3. The California Integrated Waste Management Board Fonn 303 must be completed
and ~ monthly for the Pennanent Household Hazardous Waste Collection
Facility (PHHWCF) and submitted with the corres,pondiDlz monthlv invoice. The
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Form 303 mu,st correspond to the EPA ID number, and must be submitted in hard
copy and computer disk using City compatible software. The information on the
form must correspond with the manifests. Payment"will be withheld until the Form
303 is completed accurately and submitted to the City.
17.4. Invoice must include certificate of disposal for each waste container being billed to
the City.
17.5. A separate invoice ~ be provided for each week the PHHWCF is in operation
during a given month.
17.6. Each invoice mY§! include all the support documentation required by the City to
document and justify payment.
17.7. Disputed Invoices Late Char!!es and Penalties The City shall review all invoices
received fÌ'Om Contractor. Any invoices found to contain mistakes shall be returned
to Contractor with a written explanation of the disputed charges. Contractor shall re-
invoice the City with a corrected invoice for payment. The date of receipt of the
invoice for the purposes of payment, shall correspond to the corrected invoice. The
City shall not pay late penalties or interest on outstanding invoices. The City shall not
be responsible for the payment of any interest, late charges or penalties incurred by
Contractor from any sub-contractor or supplier for any item provided under the
contract.
18. FINDINGS CONFIDENTIAL
Any reports, information, data, etc., given to or prepared or assembled by Contractor under this
Agreement which the City requests to be kept as confidential shall not be made available to any
individual or organization by Contractor without the prior written approval of the City.
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19. PUBLICATION. REPRODUCTION & USE OF MATERIAL
No material produced, in whole or in part, under tiùs Agreement shåll be subject to copyright in the
United States or in any other country. The City shall have unrestricted authority to publish, disclose,
distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under
tiùs Agreement. All reports, data and other materials prepared under tiùs Agreement shall be the
property of the City upon completion oftiùs Agreement.
20. RIGHT TO ACOUIRE EOUIPMENT & SERVICES
Nothing in tiùs Agreement shall prohibit the City úom acquiring the same type or equivalent
equipment and/or service úom other sources, when deemed by the City to be in its best interest.
21. NOTICE
Any notice or notices required or pennitted to be given pursuant to tiùs Agreement may be
personally served on the other party by the party giving such notice, or may be served by certified
mail, return receipt requested, to the addresses set forth herein.
22. CUSTODY OF RECORDS
The City, at its option, may take custody of Contractor's client records upon contract tennination.
The City agrees that such custody will confonn to applicable confidentiality provisions of State
and Federal law. Said records shall be kept by the City in an accessible location and shall be
available to Contractor for examination and inspection.
23. SEVERABILITY
Should any part of tiùs Agreement be held to be invalid by a court of competent jurisdiction, the
remainder of the Agreement shall be considered as the whole Agreement and be binding on the
contracting parties.
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24. GOVERNING LAW
This contract shall be construed and interpreted according to the laws of the State ofCalifomia.
25. INSPECTION OF SERVICE
25.1. All perfonnance (which includes services, materials, supplies and equipment
furnished or utilized in the perfonnance of this contract, and workmanship in the
perfonnance of services) shall be subject to inspection and test by the City at all times
during the term of the contract Contractor shall provide adequate cooperation to any
inspector assigned by the City to permit the inspector to determine Contractor's
confonnity with these specifications and the adequacy of the services being
contractually provided. All inspection by the City shall be made in such a manner as
not to unduly interfere with Contractor perfonnance.
25.2. If any services perfonned hereunder are not in conformity with the specifications and
requirements of this contract, the City shall have the right to require Contractor to
perfonn the services in confonnity with said specifications and requirements at no
additional increase in total contract amount. When the services to be perfonned are
of such nature that the difference cannot be corrected, the City shall have the right to
(1) require Contractor immediately to take all necessary steps to ensure future
perfonnance of the services in conformity with requirements of the contract, and (2)
reduce the contract price to reflect the reduced value of the services perfonned. In the
event Contractor fails to perfonn the services promptly or to take necessary steps to
ensure future perfonnance of the service in confonnity with the specifications and
requirements of the contract, the City shall have the right to either (1) by contract or
to otherwise have the services perfonned in conformity with the contract specif-
ications and charge to Contractor any cost occasioned to the City that is directly
related to the perfonnance of such services, or (2) terminate this contract for default
as provided in the Termination clause.
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26. INSURANCE
Without limiting Contractor's indemnification obligations to City, Contractor shall provide and
maintain, during the duration of this Agreement and for such other period as may be required
herein, at its sole expense, insurance in the amounts and form described in Exhibit "A",
"Insurance Requirements", attached hereto.
27. ENTIRE AGREEMENT
TIlis Agreement shall constitute the entire understanding between Contractor and City relating to
the terms and conditions of the services to be performed by Contractor.
IN WI1NESS WHEREOF, the parties hereto have duly executed this Agreement on the date first
above written.
CITY
Dated: I"".,..,...h? 1 QQ9
.
CONTRACTOR
Dated: .:tIle;¡ ¡''ì BY:~~
14 JlAR 2 1999 "di 5.3
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REVIEWED AND APPROVED AS TO FORM AND LEGALITY:
Dated: Z Þ2.A';4
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15
EXIllBIT "A"
INSURANCE REOUIREMENTS
A. Required General Liabilitv Insurance Coveralie. Contractor shall procure either Comprehensive
General Liability Insurance or Commercial General Liability Insurance in the amounts and fonn
set forth below:
(l) Comprehensive General Liability Insurance. A policy of Comprehensive General Liability
Insurance with a combined single limit (CSL) per occurrence of not less than $5,000,000
per occurrence;
!lli
(2) Commercial General Liabilitv Insurance. A policy of Commercial General Liability
Insurance which provides limits of not less than:
(a) Per Occurrence: $5,000,000
(b) Project Specific Aggregate: $10,000,000
(c) Products/Completed Operations: $5,000,000
(d) Personal & Advertising Injury limit: $5,000,000
For either type of insurance, deductibles shall be declared to and approved by the City.
(3) Required General Liabilitv Policv Coverage. Any general liability policy provided by
Contractor hereunder shall include the following coverage:
(a) Premises and Operations
(b) Products/Completed Operations with limits of at least five million dollars
($5,000,000) per occurrence to be maintained for three (3) years following
22 of 34 A-I KAil 1999 "IOiId 5.3
Acceptance of the work by the City
(c) Contractual Liability expressly including liability assumed under the Agreement
(d) Independent Contractors' Liability
(4) Additional Insured Endorsement. Any general liability policy provided by Contractor
hereunder shall contain an endorsement which applies its coverage to the City, and
the officers, agents, employees and volunteers of the City, individuaIly and
coIlectively, as additional insured.
(5) PrimarY Insurance Endorsement. The coverage afforded by the additional insured
endorsement described aþove shall apply as primary insurance, and any other
insurance maintained by the City, or its officers, agents, employees and volunteers,
or any City self-funded program, shall be excess only and not contributing with such
coverage.
(6) Fonn of General Liabilitv Insurance Policies. All general liability policies shall be
written to apply to all bodily injury, including death, property damage, personal injury
and other covered loss, however occasioned, occurring during the policy tenn, and
shall specifically insure the perfonnance by Contractor of that part of the indemnity
Agreement contained in the Agreement relating to liability for injury to or death of
persons and damage to property. If the coverage contains one or more aggregate
limits, a minimum of 50% of any such aggregate limit must remain available at all
times; if over 50% of any aggregate limit has been paid or reserved, City may require
additional coverage to be purchased by Contractor to restore the required limits.
Contractor may combine primary, umbreIla and as broad as possible excess liability
coverage to achieve the total limits indicated above. Any umbrella or excess liability
policy shall include the Additional Insured Endorsement described above.
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(7) Waiver ofSubroi¡!ation. Contractor and City release each other, and their respective
authorized representatives, from any Claims (as defined in the Article entitled
"IndeIDIÙty" of the Agreement), but only to the extent that the proceeds received from
any policy of liability insurance carried by City or Contractor, other than any self-
insurance, covers any such Claim or damage. Included in any policy or policies of
liability insurance provided by Contractor hereunder shall be a standard waiver of
rights of subrogation against City by the insurance company issuing said policy or
policies.
B. Comprehensive Automobile Liabilitv Insurance. Contractor shall procure Comprehensive
Automobile Liability Insurance written for bodily ÍIljury, including death, and property damage,
however occasioned, occurring during the policy term, in the amount of not less than One
Million Dollars ($1,000,000), combined single limit per occurrence, applicable to all owned,
non-owned and hired vehicles. This coverage shall include contractual liability.
C. Statutorv Workers' Compensation and Emplover's Liabilitv Insurance. Unless Contractor is a
sole proprietorship, Contractor shall maintain a policy of California Workers' Compensation
coverage in statutory amount and Employer's Liability coverage for no less than one million
dollars ($1,000,000) per occurrence for all employees of Contractor engaged in services or
operations under the Agreement. Coverage shall include the following endorsements, copies
of which shall be provided to the City:
a. Broad Form All-States endorsement
b. Waiver of Subrogation endorsement
D. Pollution or Environmental Imnact Liabilitv Insurance. Contractor agrees to maintain a
$5,000,000 limit in Pollution Liability Insurance Coverage on an occurrence basis as respects
services or operations under this Agreement.
E. Subcontractors' Insurance. Contractor shall make certain that any and all Subcontractors hired
by Contractor are insured in accordance with this Agreement. If any Subcontractor's coverage
24 of 34 A-3 liAR 2 1999 ITa¡¡ 5.3
does not comply with the foregoing provisions, Contractor shall indemnify and hold City
bannless of and ITom any damage, loss, cost or expense, including attorneys' fees, incurred by
City as a result thereof.
F. General Provisions.
(1) Evidence ofInsurance. Contractor sball, as soon as practicable following the placement of
insurance required hereunder, but in no event later than the effective date of the Agreement,
deliver to City certificates of insurance evidencing the same, together with appropriate
separate endorsements thereto, evidencing that Contractor has obtained such coverage for
the period of the Agreement. Contractor shall deliver certified copies of the actual
insurance policies specified herein, within thirty days after commencement of work.
Thereafter, copies of renewal policies, or certificates and appropriate separate endorsements
thereof, shall be delivered to City within thirty (30) days prior to the expiration of the tenn
of any policy required herein. Contractor shall pennit City at all reasonable times to inspect
any policies of insurance of Contractor which Contractor has not delivered to City.
(2) Claims Made CoveraQ:e If coverage is written on a "claims made" basis, the Certificate of
Insurance shall clearly so state. In addition to the coverage requirements specified above,
such policy shall provide that:
(a) The policy retroactive date coincides with or precedes Contractor's commencement of
work under the Agreement (including subsequent policies purchased as renewals or
replacements).
(b) Contractor will make every effort to maintain similar insurance during the required
extended period of coverage following expiration of the Agreement, including the
requirement of adding all additional insured.
(c) If insurance is tenninated for any reason, Contractor shall purchase an extended
reporting provision of at least two years to report claims arising in connection with the
25 of 34 A-4 MAR 2 1999 r.a;¡ 5.3
Agreement.
(d) The policy allows for reporting of circumstances or mcidents that might give rise to
future claims.
(3) Failure to Obtain or Maintain Insurance' City's Remedies. Contractor's failure to procure
the insurance specified herein, or failure to deliver certified copies or appropriate
certificates of such insurance, or failure to make the premium payments required by such
insurance, shall constitute a material breach of the Agreement, and City may, at its option,
tenninate the Agreement for any such default by Contractor.
(4) No Limitation ofObli~ations. The foregoing requirements as to the types and limits of
insurance coverage to be maintained by Contractor, and any approval of said insurance by
the City or its insurance Contractor(s), are not intended to and shall not in any manner limit
or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to the
Agreement, including, but not limited to, the provisions concerning indemnification.
(5) Notice of Cancellation or Change of Coverage. All certificates of insurance provided by
Contractor must evidence that the insurer providing the policy will give City thirty (30)
days' written notice, at the address shown in the section of the Agreement entitled
"Notices," in advance of any cancellation, lapse, reduction or other adverse change
respecting such insurance.
(6) Oualifvinl! Insurers. All policies of insurance required hereby shall be issued by companies
which have been approved to do business in the State of Califomia by the State Department
of Insurance, and which hold a current policy holder's alphabetic and fmaricial size category
rating of not less than A, VII according to the current Best's Key Rating Guide, or a
company of equal fmancial stability that is approved in writing by City.
(7) Review of Coverage. City shall retain the right at any time to review the coverage, fonn and
amount of insurance required herein and may require Contractor to obtain insurance
A-5 liAR 2 2999 .--. d1 5.3
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reasonably sufficient in coverage, fonn and amount to provide adequate protection against
the kind and extent of risk which exists at the time a change in insurance is required.
(8) Self-Insurance. Contractor may, with the prior written consent of City, fulfill some or all
or the insurance requirements contained in the Agreement under a plan of self-insurance.
Contractor shall only be permitted to utilize such self-insurance, however, if, in the opinion
of City, Contractor's (1) net worth, and (ii) reserves for payment of claims ofliability against
Contractor, are sufficient to adequately compensate for the lack of other insurance coverage
required by the Agreement. Contractor's utilization of self-insurance shall not in any way
limit liabilities assumed by Contractor under the Agreement.
(9) Deviations From Contractual Insurance ReQJ1Ïrements All deviations from the contractual
insurance requirements stated herein must be approved in writing by City.
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EXHffiIT "B"
CONTRACTOR SCOPE OF WORK
1. Staff and Equipment
The Contractor shall provide all the necessary persOlUlel, material and equipment needed to allow
smooth operation of the PHHWCF. All personnel required to handle HHW must be certified and
have acquired the mandatory OSHA training as defined in Title 29 CFR 191O.I 20. Documentation
of staff training must be provided to the Contract Administrator prior to working the PHHWCF.
Training documentation must be updated immediately as staff changes occur or as training is
updated. Contractor must provide matrix of minimum corporate training requirements for each
staff position.
2. Subcontractors
The use of subcontractors is acceptable and encouraged for any operation the Contractor is not
qualified to conduct. A list of all subcontractors (name, business address and license
classification), including but not limited to HHW event workers, transporters or ultimate disposal
facilities, must be provided to City with a description of the tasks to be subcontracted. City
reserves the right to reject the use of any subcontractor.
2.1 Hazardous Waste Facilities List
Contractor shall submit a list of facilities that will manage the hazardous and non-hazardous
wastes generated by the PHHWCF. The following information shall be provided for each
facility listed:
1. Facility name and address
2. Owner
KAR Z 1999 naJ 5.3
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3. Relationship b¡:tween Contractor and the facility (Le., subsidiary, owned by,
contract facility, etc.)
4. Name of contact at the facility, along with phone and fax numbers
5. EP A Identification number
6. Type offacility (i.e., incinerator, TSDF, etc.)
7. Waste Stream(s) accepted at the facility
8. Acceptance criteria and schedules for new and ongoing waste streams
9. Treatment methods employed by the facility
2.2 Hazardous Waste Transporters
Contractor shall submit a list of transporters that will transport the hazardous and non-
hazardous wastes generated by the PHHWCF. The following infonnation shall be provided
for each transporter listed:
I. Company name and address
2. Owner
3. Relationship between Contractor and the transporter (Le., subsidiary, owned by,
etc.)
4. Name of contact along with phone and fax numbers
5. EP A Identification number
City has the right to (I) add or delete facilities and/or transporters ftom the list, or (2) reject the use
of a facility and/or a treatment method or process for a specific waste stream and/or a transporter.
City may request that a specific transporter or facility and/or process or treatment method be used
for a specific waste stream. City shall submit all changes to the Contractor in writing. Contractor
must submit all proposed changes to the facilities list to City in writing, for approval, prior to the
use of any new facility. All changes shall be effective as of the elate of receipt of written
authorization ftom City. Contractor shall not send hazardous waste to any facility not listed
without first obtaining written authorization fÌ'Om City or use any transporter that is not listed
without first obtaining written authorization ftom City.
KAR 2 1999 l7ëJJ 5.3
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3. Packalling of Waste
Contractor shall categorize, package, label, manifest, transport and otherwise manage all HHW
collected in accordance with the detailed description provided in the Contractor's proposal.
Contractor shall package waste in the most efficiently sized container. Each container shall be
filled to the maximum physical extent possible, based upon USDOT regulations, geometry of
the shipping container, and geometry of the waste to be packaged. All waste shall be managed
in accordance with the requirements of Title 49 of the Code of Federal Regulations, and Title
22 of the California Code of Regulations.
4. Waste Management
The Contractor shall provide for the management of all hazardous and non-hazardous waste
generated through the operation of the PHHWCF in accordance with Contractor's proposal.
Hazardous waste management shall include hazcatting and necessary laboratory analysis;
packaging waste in the appropriate, USDOT approved shipping containers; preparation of any
and all required shipping papers and profiles; the transportation of waste to an appropriate
facility; providing a twenty-four hour emergency contact number; providing certificates of
disposal for all wastes; and other related work.
5. Waste Profiles
Prior to the commencement of staffing the PHHWCF, Contractor shall establish profiles for all
hazardous waste generated through the operation of the PHHWCF at no additional charge to
City. In the event that waste is collected which had not been profiled prior to the commencement
of operations, Contractor shall be responsible for preparing a profile for that particular waste at
the time of collection. Contractor shall be responsible for the proper transportation and storage
of that Waste until such time as the profile has been approved by the waste management facility.
"AR 2 1999 ITEf.1 5.3
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6 Tran~portation
Contractor shall provide for the transportation of all waste generated by the PHHWCF in
accordance with Contractor's proposal. All hazardous waste shall be transported by a registered
hazardous waste transporter which meets the requirements of Title 49 of the Code of Federal
Regulations and Title 22 of the California Code of Regulations.
7. Rejected Drums
Contractor shall be responsible for the management of any waste rejected from a disposal
facility, if the waste was initially sorted, segregated, and packaged by the Contractor and/or a
~ub-contractor. City will not accept custody of rejected drums of waste generated through the
operation of the PHHWCF.
8. Preparation of Shippinl! Pa.pers
Contractor shall prepare any and all shipping papers including, but not limited to, uniform
hazardous waste manifests, straight bills of lading, and land disposal restriction forms. The
public agency which holds the EPA Number for the operation of the PHHWCF shall sign all
shipping papers as generator of the waste collected.
9. Waste Scaven~ing
City prohibits any Contractor or Subcontractor employee and/or any other person from removing
any household hazardous waste from the collection event site for their own personal use with the
exception of participating in the Reuse Program. It shall be the responsibility of the Contractor
to enforce this policy. The Contractor shall be liable for any damages resulting from the
violation of this section. Any Contractor of Subcontractor employee must sign the liability reuse
waiver as provided.
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KAR 2 1999 ITEM 5.3
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10. Paint Management
Contractor shall provide a paint management plan which inclÙdes segregation, consolidation,
sampling procedures, testing, repackaging, labeling, tracking, record keeping, distribution and
an appropriate Material Safety Data Sheet. All latex paint collected may be segregated and
consolidated for reuse and/or recycling.
Contractor shall ultimately be responsible for fmding a market for the recyclable latex portion
of the paint, however City reserves the right to divert some or all of the latex paint to other
identified users for graffiti control or other identified appropriate uses. Use of a subcontractor
to perfonn the latex paint recycling operation is acceptable, but must first be approved by City.
II.Continlzency Storal1:e Location
Contractor shall provide a contingency plan for temporary storage of hazardous waste in case
of any delays or emergencies preventing the direct transportation of hazardous waste to a .
designated TSDF.
12. Operations and Contingencv Plans
Contractor shall submit the following fmalized plans upon award of the contract:
12.1. Operations Plan -A generic operations plan for the safe operation of the PHHWCF
that includes a Stonn Water Pollution Prevention and Spill Prevention Containment
Countenneasure plan elements, as appropriate.
12.1.1. Contractor must update all Operations plans for PHHWCF prior to
changes in operations occurring and obtain written City approval before implementing
any changes.
32 of 34 B-5 "AR 2 1999 ÏtaJ 5.3
12.2. Contingency Plan for Emergencies and for Inclement Weather: Contractor shall
provide a contingency plan that addresses the following items:
12.2.1. Leaking containers or large loads- A description of how special circumstances
will be handled such as leaking or unusually large loads or receipt of materials that
cannot be transported by the Contractor so that the flow of participants continues in an
orderly and timely fashion.
12.2.2. Higher than expected participation with traffic congestion- Describe methods
to mitigate this problem.
12.2.3. Larger than expected volumes of waste- Describe the sequence of events that
would take place to obtain additional supplies and transportation shall they be necessary.
12.2.4. Lower than expected participation- Describe how and if Contractor would scale
back the work force and any restrictions or minimum work schedules.
12.2.5. After Hours Call Back Services-Describe the procedure and response time
for call back services which may include the proper handling and packing of abandoned
HHW
12.2.6. Unacceptable wastes- Describe methods to mitigate receipt of unacceptable
household hazardous or business waste brought to the PHHWCF and a contingency for
disposal and handling.
12.2.7. Health and safety considerations- Describe operations and methods to assure
health and safety of staff, public and the environment to include spill containment,
stann water protection and fire prevention plans and emergency response, evacuation and
notification procedures.
33 of 34 B-6 ItAR 2 1999 ITEM 5.3
In general, it is expected that the collections shall proceed in inclement weather, however, ultimate
judgement on whether to continue or not shall be based upon safety considerations and be a
mutual decision made by the Contractor and the City. If an event is canceled due to inclement
weather, the event shall not necessarily be rescheduled for another day.
13. Traininv Documentation
Contractor shall maintain all staff training documentation on site for its staff and any sub-
contracted staff working the PHHWCF.
14. Weeklv Collection Summary
Contractor shall prepare and provide a weekly summary ofHHWcollected and program costs
for materials and supplies, labor, transportation, and disposal.
34 of 34 B-7 "AR 2 1999 r.¡;;Ll 5.3