HomeMy WebLinkAboutP-22-326 Agreement Electronic Recyclers International Inc_.pdf DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT(this "Agreement") is entered into as of this 8t' day of July, 2022 (the
"Effective Date"), by and between Electronic Recyclers International Inc. d/b/a ERI, a Delaware corporation
("ERI")with offices located at 7815 N. Palms Avenue, Suite 140, Fresno CA 93711, and the County of Fresno
("Customer"). Customer and ERI each a"Party,"and collectively,the"Parties".
RECITALS
Whereas, ERI is in the business of IT Asset Disposition and the collecting, handling, transporting,
dismantling, and recycling or reusing of electronic waste in a safe, secure, and socially responsible manner
consistent with all Applicable Laws,rules, and regulations; and
Whereas, Customer desires to engage ERI to perform certain services as further set forth in this
Agreement.
Now,Therefore,in consideration of the terms and conditions set forth herein and other good and valuable
consideration,the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Statements of Work.
1.1. Scope of Work. ERI shall perform the services and tasks ("Services") and provide the deliverables
("Deliverables")as specified in a statement of work substantially in the form attached hereto as Schedule A(each
a"Statement of Work"or"SOW")and in accordance with the other terms of this Agreement. Each Statement
of Work will be deemed incorporated in this Agreement by reference. Included within the Services to be
performed under each Statement of Work shall be such technical, professional, Project management, training,
change management and other ancillary services as expressly set forth and as otherwise reasonably necessary to
achieve the purposes thereof.
1.2. Amending Statements of Work. Customer may request changes to an executed Statement of Work by
delivering to ERI a written change order (a "Change Request"), specifying the requested changes. Promptly
after delivery of a Change Request, ERI shall prepare and deliver to Customer a proposed amendment to such
Statement of Work(an"Amendment")that, in accordance with the Change Request: (a) assesses the impact of
the Change Request on the scope and timing of Services and Deliverables to be provided under such Statement
of Work; (b)describes any additional Services and Deliverables to be provided; (c) sets forth cost estimates,
specifications, implementation plans and time schedules with milestone and completion dates; (d) contains
completion and acceptance criteria; and (e) sets forth any other necessary information. Services will only
commence following mutual agreement.
1.3. Affiliates The Parties acknowledge and agree that Customer, request to have any of the Services and
Deliverables benefit or otherwise be used by any of its Affiliates. Customer acknowledges that any Affiliate
requesting Services shall abide by the terms of this Agreement. Services will be provided by mutual agreement.
2. Price and Payment
2.1. Price. Customer shall compensate ERI for Services and Deliverables in accordance with the terms and
conditions of the applicable Statement of Work and this Section 2.
2.2. Terms of Payment. Payment terms are within 45-days from the date of a correctly presented invoice
- 1 -
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
2.3. Taxes. ERI shall be solely responsible for reporting, withholding and paying all employment-related
taxes and related deductions and payments, including, but not limited to, federal, state and local income taxes,
social security,Medicare,unemployment and disability deductions,withholdings and payments.
3. Term and Termination
3.1. Term. The initial term of this Agreement shall be one (1) year from the Effective Date, unless earlier
terminated as set forth in this Section("Initial Term"). The Agreement will automatically renew for consecutive
one (1) year terms ("Subsequent Term") upon the expiration of the Initial Term unless a written notice of non-
renewal is given by either Party to the other Party at least thirty(30) calendar days prior to the expiration of the
term then in effect. The Initial Term and any Subsequent Term shall be referred to individually and collectively
herein as the"Term".
3.2. Termination.
3.2.1. Termination for Convenience. Notwithstanding the foregoing,either party may terminate this Agreement
upon thirty(30)days' prior written notice to the other, for any reason.
3.2.2. Termination for Cause. If ERI materially breaches a material provision of this Agreement and fails to
cure such breach within thirty(30)days after notice by Customer,then Customer may terminate all or any portion
of this Agreement, including all or any portion of any Statement of Work, by providing ERI with notice of
termination,effective upon the date specified in such notice.
Any termination by either parry shall not relieve the other party from liability for any breach of this Agreement
occurring prior to such termination.
Termination of this Agreement shall immediately terminate all Statements of Work incorporated herein.
3.3. Effect of Termination; Transition. Upon notice of early termination of all or any portion of this
Agreement, whether for convenience or for cause, ERI shall discontinue performance under all Statements of
Work,or otherwise,and deliver to Customer all owed work product. Any such termination by Customer shall be
without penalty or payment obligation,other than undisputed outstanding payment obligations relating to Services
performed or Deliverables provided by ERI prior to the date of termination and/or start-up costs incurred by ERI
on behalf of Customer to implement Services. Without prejudice to any other rights or remedies it may have
hereunder or at law or in equity,Customer may itself or through another service provider take over any unfinished
Services and Deliverables covered by any terminated Statement of Work by whatever reasonable method it may
deem expedient. In addition,at Customer's request,ERI shall timely:(a) document in reasonable detail the status
of the terminated Services,the work product delivered,and the Deliverables specified in the applicable Statement
of Work; (b)deliver to Customer copies of all documents and data reasonably required for the completion of any
unfinished Services and Deliverables, and(c)provide reasonable transition assistance, including but not limited
to, in the orderly transition to another service provider, or in the completion of unfinished Services or
Deliverables. ERI shall be paid for such transition services at the rates and prices specified in the applicable
Statement of Work or any agreed additional charge due to transition.
4. Personnel
4.1. Appointment. All ERI Project personnel will be appropriately qualified by education and experience
for the work contemplated by the Statement of Work. In addition, Customer shall have the right to bar or eject
from its premises any of ERI's personnel or other persons who it deems to be disruptive,threatening or otherwise
adverse to the efficient conduct of Customer's business operations at such premises.
4.2. Service Management. In addition to the Service Personnel,at the request of Customer,in the Statement
of Work or Change Request ERI shall identify a service manager("Service Manager"), who shall: (a) serve as
ERI's principal liaison for notices and communications with Customer hereunder; and (b)have overall
responsibility for all matters relating to ERI's performance under such Statement of Work. If so requested by
Customer, ERI's Service Manager shall maintain an overall Project plan that tracks the status and progress of
-2-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
tasks and obligations of both Parties toward milestones and completion dates as set forth in the governing
Statement of Work; otherwise, ERI shall maintain a service plan that tracks such tasks and obligations of ERI.
ERI shall use reasonable efforts to assign the same individual as Service Manager for each Statement of Work
and subsequent related Statements of Work. ERI's Service Manager, and every replacement thereof, shall have
the appropriate skills and experience required or contemplated by the governing Statement of Work. ERI's
Service Manager shall meet, face-to-face or by telephone, with the person designated by Customer for such
purpose,as reasonably requested by Customer,to discuss the status of and resolve issues related to the Statement
of Work. Any replacement for ERI's Service Manager must be reasonably acceptable to and approved by
Customer in writing, in advance, after Customer is provided in writing with reasons for the replacement for the
proposed replacement Service Manager(such approval not to be unreasonably withheld or delayed).
4.3. Subcontracted Services. ERI may or with the Customers prior approval enter into an agreement with
a Subcontractor pursuant to which the Subcontractor will perform, as a Subcontractor of ERI, certain of ERI's
obligations under a Statement of Work;provided that,ERI shall(a)be solely responsible for compensating each
Subcontractor, (b)be solely responsible for each Subcontractor's full and timely performance,(c)be responsible
for the acts and omissions of each Subcontractor as though they were the acts and omissions of ERI itself,and(d)
indemnify Customer against any and all liability,loss,damages,costs,legal costs,professional and other expenses
of any nature whatsoever incurred or suffered by Customer as a result of any act or omission of any Subcontractor
that would, if committed by ERI, be a breach of this Agreement by ERI. Such indemnification shall be subject
to the terms and limitations of this Agreement.
4.4. Removal. Should Customer be reasonably dissatisfied with any personnel engaged in the Services,
Customer shall have the right to object to the assignment or continued assignment by ERI of such personnel
(including any Subcontractors) to perform ERI's obligations under any Statement of Work and to request the
replacement of any such personnel or Subcontractor at no additional cost to Customer;provided that Customer's
objection has a reasonable basis related to the operation of Customer's business or performance under the
Statement of Work and that Customer provides prior notice in writing to ERI of Customer's concerns (which
notice may be provided after removal in the event that the personnel disrupts Customer's operations or poses a
safety risk). Grounds impermissible under Applicable Laws shall not be valid grounds for removal.
4.5. Independent Contractors. The status of the Parties with respect to one another is that of independent
contractors. ERI and its employees, agents and Subcontractors shall in no event be considered to be employees
of Customer, or entitled to participate in any of its or their employee benefit programs including,but not limited
to,workers' compensation and disability insurance,group health and dental insurance,unemployment insurance,
retirement plans, and stock-based benefits or plans. ERI has no power to act as an agent of Customer or to enter
into any agreements or incur any obligations on behalf of Customer. Nothing contained in this Agreement shall
be deemed or construed as creating a joint venture or partnership between ERI and Customer.
5. ERI Obligations.
5.1. Third-Party Rights. ERI shall not design, develop or provide to Customer any Deliverable or other
work product that infringes upon or violates the rights of any person or entity, including rights relating to
defamation, privacy, publicity, contract, patent, copyright, trademark, trade secret or other intellectual property
rights(collectively,"Third-Party Rights"). If ERI becomes aware of any such possible violation or infringement
in the course of performing any Services for or providing any Deliverables to Customer, ERI shall immediately
so notify Customer in writing. In the event of a third party claim of infringement,ERI will, at its own cost,either
(a) revise the materials delivered to Customer to be non-infringing; (b) obtain a license to allow Customer to
continue to use such materials; or, (c) defend any litigation and pay any resulting damages or costs. Further,
without Customer's prior written approval,in performing the Services ERI shall not use any Equipment,facilities,
materials, supplies, or other tangible or intangible property of any third party that could give rise to any claims
by any such third party of ownership of or rights to work product used or produced hereunder or included in any
Deliverables.
-3-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
5.2. Records. ERI agrees to keep and maintain records pertaining to the invoices submitted by ERI to
Customer under this Agreement, which records must be reasonably adequate to calculate and confirm the
performance of ERI's obligations hereunder. ERI will retain such records for at least seven (7) years after the
completion of the Statement of Work to which they pertain.
5.3. Transfer:
a. Customer represents and warrants to ERI that Customer holds good and marketable title to material being
sent to ERI for processing free and clear of liens, security interests and any other encumbrances
preventing such material from being transferred to ERI.
b. Risk of physical loss or damage to Customer material will transfer to ERI upon ERI taking physical
custody/control of the material and the contents are verified by ERI. If the Customer is shipping any
media containing sensitive personal information (such as personal, financial or health information),
Customer shall retain copies of any important data it wishes to maintain and also secure any data on the
media through encryption or other technological means prior to sending to ERI. ERI shall not be held
liable or responsible for Customer's data being irretrievable after being processed and destroyed by ERI
per the terms of this Agreement. For clarification purposes,if data bearing material contains information
that is valuable to Customer and Customer fails to retain a copy for its records, ERI shall not be held
liable for destroying such data and recycling the material per the terms of this Agreement.
c. Customer's itemized inventory list or description of contents submitted to ERI shall be considered for
reference purposes only and is not to be considered a complete inventory or Asset list unless agreed upon
in writing by ERI upon receipt and confirmation of inventory.
d. For the avoidance of doubt,ERI shall not accept nor accept title to Non-Conforming Material/Equipment.
5.4. Non-Conforming Equipment:Notwithstanding anything to the contrary in the Agreement,the Services
provided by ERI will not include ERI accepting any Non-Conforming Equipment. If after an audit and inventory
of the Equipment is performed at ERI's facility,it is reasonably determined that all or a portion of the Equipment
provided does not conform to the description of the Equipment provided by Customer and contains Non-
Conforming Equipment, as reasonably determined by the ERI, ERI will promptly notify Customer in writing of
such Non-Conforming Equipment. The Non-Conforming Equipment will be classified as Tier 1 Non-Compliant
Materials and Tier 2 Non-Compliant Materials. ERI will quarantine Non-Compliant Materials within the ERI
facility and agree to a process for removal and destruction with the Customer. The Parties jointly agree that this
process will be completed within five(5)business days. Customer agrees to provide funding for the management
of the collection and proper disposal of these materials,and agrees these charges may be retrospective.
6. Proprietary Materials
6.1. Customer Materials. All right,title and interest in and to any materials provided by Customer to ERI,
including, but not limited to, text, photos, graphics, designs, reports, manuals, documents, requests for
information/quotation/proposal, specifications, hardware, software, equipment and other technology, other
materials of any kind and nature, and any trademarks, service marks and/or trade logos (the "Customer
Materials") are and shall remain the sole property of Customer. All Customer Materials shall be returned or
destroyed upon the earlier of (a) Customer's request and/or (b) completion or termination of the applicable
Statement of Work. ERI shall maintain such materials in good condition. Except as provided in this Agreement,
or as Customer may otherwise expressly agree in advance in writing, ERI will not use, sell, transfer, publish,
disclose, discuss, display or otherwise make available to others all or any part of Customer Materials. Customer
grants ERI a non-exclusive,non-transferable, limited license,solely during the Term,to use Customer Materials
as may be necessary to perform its obligations under this Agreement.
6.2. ERI Materials. All right, title and interest in and to any materials provided by ERI to Customer,
including, but not limited to, text, photos, graphics, designs, reports, manuals, documents, requests for
information/quotation/proposal, specifications, hardware, software, equipment and other technology, other
-4-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
materials of any kind and nature, and any trademarks, service marks, and/or trade logos (the "ERI Materials")
are and shall remain the sole property of ERI. All ERI Materials shall be returned or destroyed upon the earlier
of (a)ERI's request and/or (b) completion or termination of the applicable Statement of Work. Customer
shall maintain such materials in good condition. To the extent tradeable credits (e.g., plastic, carbon) are
generated or made available from ERI's recycling efforts, such credits shall be exclusively owned by ERI given
the substantial investment made by ERI in its proprietary processing,recycling equipment, collection efforts,and
downstream partner networks. Except as provided in this Agreement,or as ERI may otherwise expressly agree in
advance in writing, Customer will not use, sell, transfer, publish, disclose, discuss, display or otherwise make
available to others all or any part of ERI Materials or environmental credits. ERI grants Customer a non-
exclusive, non-transferable, limited license, solely during the Term, to use ERI Materials as may be necessary
pursuant to this Agreement.
7. Confidentiality
7.1. Confidential Information. When used in this Agreement, the term "Confidential Information" will
mean information learned by either Party (the "Receiving Party") whether such information is oral or written,
that: (a) is proprietary to the Party who disclosed it (the "Disclosing Party"), including, without limitation, the
Disclosing Party's intellectual property, technology, financial information, business practices and policies,
customer information and lists of customers or prospective customers; or(b) is either designated as confidential
information by the Disclosing Party or, under the circumstances of the disclosure, ought to be treated as
confidential and is not generally known other than by the Disclosing Party, whether or not such information is
owned by the Disclosing Party. The terms and conditions of this Agreement are Confidential Information of both
Parties.
7.2. Disclosure and Use Restrictions. Except as otherwise provided herein, each Party will: (a)retain in
confidence all Confidential Information of the Disclosing Party, using at least the same degree of care in
safeguarding the Disclosing Party's Confidential Information as it uses in safeguarding its own Confidential
Information of like kind, subject to a minimum standard of reasonable diligence and protection; (b) use and
disclose such Confidential Information only in the course of performing its obligations to the other Party ; and
(c) disclose such Confidential Information within its organization only to those of its employees, agents or
Subcontractors who need to know it to perform the obligations or exercise the rights of the Receiving Party and
have a legal duty to protect it comparable to that of the Receiving Party. Notwithstanding the restrictions of this
Section 7.2,it will not be a violation by either Party of this Section 7.2 to disclose any information required to be
disclosed by law or legal process. However,the Receiving Party will: (i)promptly notify the Disclosing Party of
the disclosure request; and (ii) at the Disclosing Party's request, provide reasonable assistance in any effort by
the Disclosing Party to prevent or limit such disclosure.
7.3. Exclusions. Notwithstanding any provision herein to the contrary, Confidential Information will not
include information that: (a)was known by the Receiving Party at the time of receipt from the Disclosing Party
and is not subject to any other non-disclosure agreement between the Parties; (b) is, or hereafter becomes,
generally known to the public through no fault of the Receiving Party; (c) was independently developed by the
Receiving Party without reference to Confidential Information;or(d)was or becomes available to the Receiving
Party on a non-confidential basis from a third party,provided that such third party is not bound by an obligation
of confidentiality to the Disclosing Party with respect to such Confidential Information.
7.4. Return of Confidential Information. Upon the termination or expiration of this Agreement, each Party
shall destroy or return to the other Party all copies in its possession or control of the other Party's Confidential
Information,unless it is expressly authorized to use such Confidential Information by the Disclosing Party or is
required by law or governmental regulations to retain such Confidential Information. Notwithstanding the
foregoing, each Party may keep backup or archival copies of any Confidential Information of the other Party for
which it has a reasonable business need, provided that such backup or archival copies are kept confidential in
accordance with the terms of this Section 7 and are used for reference purposes only.
-5-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
7.5. Equitable Relief. Each Party recognizes and acknowledges that any use or disclosure of the Confidential
Information of the other Party in a manner inconsistent with the provisions of this Agreement may cause the other
Party irreparable damage for which remedies at law may be inadequate,and each Party agrees that in any request
to a court of competent jurisdiction by the Disclosing Party for injunctive or other equitable relief seeking to
restrain such use or disclosure, the Receiving Party will not maintain that such remedy is not appropriate under
the circumstances.
7.6. Survival. The Parties' obligations under this Section 7 shall survive the termination or expiration of this
Agreement.
8. Representations and Warranties: ERI represents,warrants, and covenants that:
8.1. Certifications. All material shall be handled, processed, and recycled in strict compliance with all
Applicable state and federal Laws, rules and regulations and in accordance with the certifications achieved by
ERI including e-Stewards, R2, ISO 9001, ISO 14001, and ISO 45001. In addition, all data containing devices
shall be cleared,purged,or destroyed of all data in accordance with the NIST SP 800-88-Rl Guidelines for Media
Sanitization.
8.2. Material Defects. All Deliverables provided hereunder, and all portions and components thereof, shall
be free of material or frequent defects and shall operate in all material respects in conformance with their
specifications. ERI shall promptly rectify any Deliverable,or any portion thereof, containing any such defect or
that fails to so conform, at no additional charge to Customer.
8.3. Services. The Services shall be performed in accordance with recognized professional standards and
practices in the industry, and any person employed or engaged by ERI in connection with this Agreement shall
have the requisite expertise, knowledge and skill, as appropriate to the duties assigned, to perform the Services
and prepare the Deliverables in accordance with such professional standards and industry practices and all
applicable milestones and deadlines.
8.4. Documentation. All documentation provided by ERI shall be complete and accurate so as to enable any
qualified professional with skills and experience customary in the industry relevant to the Services and
Deliverables required by the applicable SOW to utilize the related Services and Deliverables for all purposes for
which they were intended and produced.
8.5. Due Authority. ERI has full right, title,power and authority to execute and deliver this Agreement,to
consummate the transactions and Statements of Work contemplated hereby, to complete all performance
hereunder and to grant to and vest in Customer all rights granted to Customer by ERI as set forth in this
Agreement, free and clear of any and all claims, rights and obligations whatsoever. ERI's performance of its
obligations thereunder shall not violate or create a conflict of interest with regard to any other agreement to which
ERI is or shall become a party, and shall not violate any law, court order or decree to which ERI is, or shall
become, subject.
8.6. Compliance with Laws. ERI shall perform the Services,provide the Deliverables and prepare all work
product in compliance with all Applicable Laws, regulations and policies, including, but not limited to, all
applicable immigration and labor laws and regulations, all applicable data protection and privacy laws of any
relevant jurisdiction,and all applicable policies of Customer and its Affiliates.
9. Indemnification
9.1. Indemnification by ERI. ERI agrees to indemnify, defend, and hold harmless Customer, and any
officers, directors, employees, agents, successors and assigns of any of the foregoing (collectively, "Customer
Indemnitees") from and against any and all damages, losses, liabilities,judgments, awards, costs, and expenses
of any nature whatsoever(including reasonable attorneys' fees and court costs) incurred as a result of any claim:
(a) arising out of death, bodily injury or damage to property that occurs in connection with ERI's performance
hereunder, to the extent that such injury or damage is caused in whole or in part by the acts, errors, omissions or
-6-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
gross negligence of ERI or its employees, agents or Subcontractors; (b)that relates to ERI's performance of the
Services or provision of the Deliverables; or, (c)that alleges infringement or violation of any Third-Party Right
based in whole or in part upon any Deliverable, work product or Services. To the extent permitted by law,ERI's
indemnification obligations shall be capped at the greater of(i)the amounts actually paid out by ERI's insurance
carriers or(ii)the contract sum paid to ERI pursuant to this Agreement.
9.2. Procedures. Customer shall: (a)give ERI prompt written notice of any claim covered by this Section;
(b) allow ERI to control the defense and settlement of such claim; except that Customer's approval will be
required for any settlement in which an admission of its liability is to be made; and (c)provide ERI with all
reasonable information and assistance (at ERI's expense) for defense and settlement of such claim. Customer
may, at its own expense,participate,through its attorneys or otherwise, in any investigation,trial,and defense of
such claim and any appeal arising there from.
10. Insurance
ERI,at its own cost,shall procure,maintain,and keep in force and effect at least the following types of coverage:
AM Best Rated A+15
1. Commercial General Liability- $1,000,000 per occurrence/$2,000,000 aggregate
2. Commercial Auto Insurance- $1,000,000 Combined Single Limit
3. Workers Compensation-All States, Statutory Limits
4. Commercial Excess Liability
AM Best Rated A15
1. Environmental Impairment Liability Policy(Pollution)
AM Best Rated A15
1. Specialty Risk Protector Policy Including
a. Specialty Professional Liability
b. Media Content/Cyber Extortion
c. Security and Privacy Liability
d. Regulatory Action
e. Criminal/Theft
ERI shall supply certificates of insurance naming Customer and demonstrating that all of the insurance required
herein is in force and that not less than thirty (30) days' written notice will be given to Customer prior to any
cancellation or restrictive modification of the policies.
11. Limitation of Liability: NEITHER CUSTOMER NOR ERI SHALL BE LIABLE FOR ANY
CONSEQUENTIAL,EXEMPLARY,INCIDENTAL,INDIRECT,OR SPECIAL DAMAGES OR
COSTS INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL,
RESULTING FROM ANY CLAIM OR CAUSE OF ACTION BASED UPON BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF EITHER OR BOTH OF THEM
HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY
THEREOF. TO THE EXTENT PERMITTED BY LAW, ERI'S LIABILITY SHALL LIMITED
TO THE GREATER OF (1) THE CONTRACT SUM PAID TO ERI PURSUANT TO THIS
AGREEMENT OR(2)ERI'S INSURANCE COVERAGES.
12. Governing Law/Dispute Resolution
The Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware
applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of
law principles of such state. If the Parties shall submit all disputes, claims or demands of any kind relating to or
-7-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
arising out of this Agreement("Controversy")to a three-step dispute resolution process. The three-step process
shall (i)begin with informal negotiation conducted in good faith; (ii)be followed, if necessary, by mediation in
Fresno, CA, initiated by a written demand of one Party served on the other, and if the mediator determines that
the Controversy cannot be resolved by mediation or if either Party shall make a written demand therefor, then;
(iii)the Controversy shall be submitted to binding arbitration in Fresno, CA,conducted by a neutral arbitrator,in
accordance with the rules and regulations of the American Arbitration Association. The arbitration award shall
include reasonable attorney's fees and costs pursuant to this Agreement,and any damages or remedies otherwise
available under Applicable Law, shall be supported by written conclusions of law and fact. Application may be
had by any Party to any court of general jurisdiction for entry of judgment based on the arbitration award. The
foregoing notwithstanding, either Party may maintain, for the purpose of obtaining a provisional remedy or
provisional relief, any underlying action or claim on which such affirmative relief may be based.
13. Miscellaneous
13.1. Entire Understanding. This Agreement,together with the Statements of Work incorporated herein and
the Schedules (which are hereby incorporated by reference as if fully set forth in this Agreement), constitute the
entire understanding of the Parties with respect to the subject matter hereof, and supersede all prior and
contemporaneous written and oral agreements with respect to such subject matter. Except as expressly provided
herein, this Agreement shall not be modified, amended or in any way altered except by a writing executed by
each of the Parties. Amendments or modifications to any Schedule or Statement of Work agreed to in writing by
both Parties will automatically become part of this Agreement. Any variance from or addition to the terms and
conditions of this Agreement in any invoice, shrink-wrap license or other document delivered from one Party to
the other will be of no effect unless agreed to in writing by an authorized Representative of the Party to be bound
thereby. Customer will not be required to execute any licenses or agreements with any of the suppliers or
Subcontractors of ERI.
13.2. Notices. Any formal notice or other significant communication given pursuant to this Agreement must
be in writing and shall be deemed to have been received either(a)upon personal delivery(or refusal thereof)to
the Party for whom intended, (b) on the date receipt is confirmed by any courier service used for its delivery or
(c) on the date of receipt appearing on the return receipt card following the deposit of the same into the United
States mail (certified mail,return receipt requested), in each case addressed to such Party at the address set forth
above. Either Party may designate a different address by notice to the other given in accordance herewith.
13.3. Order of Precedence. To the extent any terms of the main body of this Agreement are in conflict or are
inconsistent with those of any Schedule or Statement of Work incorporated herein,the terms of the main body of
this Agreement shall be deemed to prevail,except to the extent expressly set forth in such Schedule or Statement
of Work.
13.4. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction
to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to achieve the
purpose originally intended,if possible,and the remaining provisions of this Agreement shall remain in full force
and effect and enforceable.
13.5. Rights and Remedies. All rights and remedies of either Party will be cumulative and subject to exercise
singularly or concurrently. No delay or failure by either Party to exercise any right,pursuant to this Agreement
or otherwise, and no partial or single exercise of any such right, will constitute a waiver of such right or of any
other rights,pursuant to this Agreement or otherwise.
13.6. Survival. The rights, duties and obligations of the Parties and the provisions of this Agreement which
by their nature are intended to survive the termination or expiration of this Agreement shall survive and continue
as valid and enforceable rights, duties and obligations.
13.10 Headings. The section headings and captions contained herein are provided for ease of reference only
and do not represent substantive provisions of this Agreement.
-8-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
13.11 Force Majeure. In no event will either Parry be liable for any failure to perform or delay in performing
any obligation under this Agreement in the event such failure or delay is occasioned due to any act of God,war,
earthquake, fire civil insurrection, financial system disruption, labor strife, or any other circumstance which is
both unforeseeable and beyond the reasonable control of a Party ("Force Majeure Event"); provided that, the
Party experiencing such Force Majeure Event: (a)has used reasonable efforts to mitigate the effect of the Force
Majeure Event and to carry out its obligations under this Agreement in any other way that is reasonably
practicable, and(b)promptly notifies the other Party of the nature and extent of the circumstances giving rise to
the Force Majeure Event. If a Force Majeure Event prevails for a continuous period in excess of thirty(30)days
after the date on which it began, the other Party may terminate this Agreement or applicable SOW on written
notice to the Party experiencing such Force Majeure Event, specifying the date on which such termination shall
take effect,which shall be at least thirty(30)days after the date of such notice.
13.12 Assignment. This Agreement is not assignable by either party without the prior written consent of the
other party, which consent shall not be unreasonably withheld. The forgoing restriction shall not apply to any
M&A activity and/or reorganizations.
IN WITNESS WHEREOF, each the Parties hereto has caused this Agreement to be executed by a duly
authorized officer as of the Effective Date.
Electronic Recyclers International Inc. County of Fresno
DocuSigned by: Digitally signed by Gary
Gar y Cornuelle Cornuelle
Date:2022.07.21 15:21:26
By: By; -oroo'
C880A71 BD5212475...
Name: Kevin Dillon Name: Gary Cornuelle
County of Fresno Purchasing Manager
Title: Chief Marketing Officer Title:
Date:
7/21/2022 Date: 7/21/2022
-9-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Schedule A
Statement of Work
U.S. Only
THIS STATEMENT OF WORK is entered into as of this 8th day of July, 2022 (the "Effective Date"),
by and between Electronic Recyclers International Inc. d/b/a ERI, a Delaware corporation("ERI") with offices
located at 7815 N. Palms Avenue, Suite 140, Fresno CA 93711, and the County of Fresno ("Customer").
Customer and ERI each a"Party,"and collectively,the"Parties".
This Statement of Work("SOW" or"Statement of Work")is entered into by the parties in conjunction with and
subject to the terms and conditions of that certain Master Services Agreement,dated July 8,2022,by and between
ERI and the Customer(the"Agreement").
The terms and conditions of the Agreement are hereby incorporated by reference and made a part of this SOW.
In the event of any conflict between this SOW and the Agreement,this SOW shall control.Capitalized terms used
but not otherwise defined herein shall have the meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,both Parties enter into this
SOW and agree as follows:
1. Services. ERI shall provide requested IT asset disposition and recycling Services in accordance with this
SOW and the Agreement(the"Services").
2. Term and Termination. The initial term of this SOW shall be one (1)year from the Effective Date,unless
earlier terminated as set forth in this Section ("Initial Term"). The Agreement will automatically renew for
consecutive one(1)year terms ("Subsequent Term")upon the expiration of the Initial Term unless a written
notice of non-renewal is given by either Party to the other Party at least thirty(30) calendar days prior to the
expiration of the term then in effect. The Initial Term and any Subsequent Term shall be referred to
individually and collectively herein as the"Term".
3. Transportation Services. ERI has the ability to provide various transportation services as described in this
SOW. Customer will consolidate equipment ("Equipment") in a single location and request pickups or
delivery of Equipment using ERI's online portal. An ERI Representative will contact Customer to schedule.
Normal business hours are: Monday — Friday 9:00 am — 5:00 pm excluding weekends and holidays. Any
Additional transportation related service requests will be scoped and quoted by request.
3.1. Freight Service -Customer Packed(TFS). At the time of pick-up,Equipment will be securely packed
by Customer on pallets or in boxes in accordance with below to not allow for shifting during transit and
will be prepared for pickup and transport. Upon arrival of ERIs driver, Customer will load the
Equipment on to the truck,the Equipment will be transported to the appropriate ERI Processing Center
and the number of pallets or boxes will be counted upon receipt.
✓ All other E-Waste
3.1.1.Customer shall ensure that all material is packaged for transport in accordance with all State and
Federal laws, rules, and regulations, including without limitation, the U.S. Department of
Transportation. ERI and/or its vendors shall not be held liable for damage caused by incorrectly
packaged material.
- 10-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
3.2. Transportation Accessorial Fees (TAQ. Customer may request additional services from time to time,
which will be quoted in writing upon request.
3.3. Self-Delivered Freight (TSDF). Customer is responsible for delivery of Equipment to one of ERI's
appointed Processing Centers but must obtain receipt approval before doing so.An ERI Representative
will confirm availability and issue a receiving code to Customer that will identify the load to the
receiving facility. ERI has the right to refuse receipt of any non-authorized or improperly coded
shipments and/or late arrivals. Upon receipt, the number of pallets or boxes will be counted at ERI's
Processing Center.
4. Asset Tracking at ERL
4.1. Receiving/Registration (REC_REC). ERI will unload and weigh pallets, boxes or large Assets.
Packaging materials will be separated for Recycling. All Equipment will be grouped and labeled by
their shipment number and by components prior to processing. ERI will register weight of shipment
into ERI's database.
4.2. Customer Asset Tag & Label Removal (REC CAT). ERI will remove and destroy Customer
property/Asset tags. ERI will remove and destroy any other Customer markings (i.e. stickers, labels,
paper, etc.).
5. Data Privacy Services. NIST 800-88 Compliant Data Erasure/Destruction (DE NIST). ERI will destroy
data on all Data Bearing Devices, using a National Institute of Standards and Technology ("NIST") (or
successor standard) SP 800-88 compliant process.
6. Payments and Credits. It is agreed that ERI may apply any credits due on Settlement(if applicable),toward
outstanding balances owed by Customer to ERI by listing such credits on the remit of Customer's payments.
Notwithstanding the foregoing, ERI will have the right to withhold and apply any such payment to amounts
owed by Customer, if Customer has any past due balances. Payment shall be due to Customer upon the later
of sixty (60) days after ERI receives full payment relating to the resale of such qualified equipment or
Settlement with Customer. Customer will contact ERI by sending an email to ar@eridirect.com with any
questions or specific requests
7. Certified Recycling and Disposal(CMD). Non-Qualified Equipment will be recycled and disposed of per
R2 RIOS or e-Stewards standards. Depending on the Equipment or its parts, Recycling may include
disassembly, part separation and raw material recovery. ERI shall comply with all federal, state, and local
laws rules and regulations applicable to recycling in the country where the recycling services are performed.
Customer will receive a"Certificate of Recycling and Data Destruction"..
8. Reporting. ERI shall provide Customer with reports described below:
• Customer may access the reporting website at: https://optech.eridirect.com. A username and
password will be assigned to the Customer contact by ERI. The below reports can be made
available online, depending on Customer's requested services.
• AM Inventory-An Asset-level report listing inventory and Disposition for a Customer.
• Bill of Lading- Serves as a receipt for the pickup.
• Certificate of Recycling&Data Destruction—Certificate provided with each completed job that
references the necessary information in accordance with this SOW and service level detail.
• Order Status -List of Customer orders with ERI and their status updates.
• Receiving-Lists shipment details by Asset categories and weights.
8.1. QBR-Quarterly Business Review(REP QBR). A Quarterly Business Review provides the Customer
with an executive overview of program performance in the following topical areas:
Contract Performance
a. Volumes against expectations
b. Trends in Hardware Returned
c. Cost v Revenue
- 11 -
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
d. Issues and Problems
Arising Issues and Changes Required i.e. Projects
a. Market Changes
b. Data&Asset Security
c. Corporate Social Responsibility
d. IT Asset Management&Finance
e. IT Operations
Environmental Stewardship
Governance,Risk&Compliance
Strategic Sourcing
A comprehensive environmental reporting package will also be included,which aggregates piece
count and/or weight of equipment processed for all receipts during a specified time frame.
9. Additional Services and Considerations.
9.1. Unauthorized Waste Disposal (UAW). ERI cannot process or recycle hazardous, bio-hazardous or
other federally regulated RCRA, TSCA, and CERCLA waste. If ERI receives such waste, ERI will
attempt to redirect it to an authorized recycler to be properly handled and all cost will be passed to the
Customer or ERI may need to quarantine it and contact Customer for pickup at Customer's cost.
9.2. Loose Batteries(LB). If a Customer sends ERI loose batteries that are not part of the e-Recycling Kits
program,they will be considered unauthorized waste.ERI may be able to process them at an additional
fee.If ERI determines the batteries delivered are unsafe to handle,ERI will quarantine them and contact
the Customer for pickup at Customer's cost.
9.3. Electronics with Wood (EW W). Any electronics containing wood will be charged an additional fee
for processing.
9.4. Sorting (PEG SO). Should the Customer fail to sort e-waste in boxes or pallets per Asset type prior
to shipping to ERI. Materials that require additional sorting and separated will be subjected to
additional fee.
9.5. Electronics in Box/Packaging(PEG BX). Any electronics/E-Waste only shipments that arrive to ERI
individually boxed or packaged will be charged an additional fee.Applies to Customer self-packed and
E-Waste only shipments.
10. Service Level Commitments. All Service Level will be provided against agreed and defined services.Ad-
Hoc requests and projects will be agreed at the time of confirmation
10.1. Response to a Service Request. ERI will acknowledge receipt of a request for service via email or
telephone within one(1)local Business Day of receiving the request.An automated notification is sent
if Customer places a request through the Customer portal.
10.2. Request for Estimate. ERI will provide an estimate for transportation or other services to Customer
within three(3) local Business Days of receiving the request.
10.3. Arranging a Pickup or On-Site Service. ERI will contact the site contact within two(2)local Business
Days from receiving the request or delivering of the estimate, to arrange a pickup day on a day that
works best for ERI and the site contact.
10.4. Equipment Pickup. ERI will collect equipment from Customer's premises within seven (7) local
Business Days from receiving the request,or on a mutually agreed date.
10.5. On-Site Service Scheduliniz. ERI will perform an on-site service at Customer's premises within thirty
(30) local Business Days from receiving the request or delivering of the estimate, or on a mutually
agreed date.
10.6. Pickup or On-Site Service Arrival Time. Arrival at the allotted time. Transit Time / Receipt of
Equipment at ProcessingF acility. ERI's assigned transportation company will deliver Customer's
Equipment to the most convenient ERI or ERI's partner facility within ten(10) local Business Days
for in-country services from the day pickup was completed.The transit time is undetermined for remote
or cross-boundary pickups.
- 12-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
10.7. Completion of Processing_. ERI will complete all services for a job as well as send a final settlement
report / invoice package to Customer within forty-five (45) local Business Days from the time
Equipment is received at the Processing Center.ERI will demonstrate flexibility to expedite completion
of services within a shorter time frame per request if possible. ERI may also request SLA extensions
for large and/or more labor-intensive jobs or during busy periods.
10.8. Quarterly Business Review (QBR). ERI shall provide a QBR report to Customer once per quarter
within sixty (60) local Business Days from the close of each calendar quarter or as otherwise agreed
with Customer.
10.9. Customer Acknowledgement. Unless Customer has selected on-site serialization services at Customer
Facility, Customer acknowledges and agrees that Customer's itemized inventory list or description of
contents submitted to ERI shall be considered for reference purposes only and is not to be considered
a complete inventory or Asset list unless agreed upon in writing by ERI. ERI's inventory list shall be
deemed final unless Customer has selected on-site serialization services.
- 13-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
IN WITNESS WHEREOF, each the Parties hereto has caused this Agreement to be executed by a duly
authorized officer as of the Effective Date.
Electronic Recyclers International Inc. County of Fresno
Digitally signed by Gary
DocuSipne1 py: Cornuelle
Gary Cornuelle Date:2022.07.2115:21:48
By: C — - By: -or00'
880A71 13
D5212475...
Name: Kevin Dillon Name: Gary Cornuelle
Title: Chief Marketing Officer
Title: County of Fresno Purchasing Manager
Date: 7/21/2022
Date: 7/21/2022
- 14-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Schedule B
Pricing
U.S. Only
1 i
Cell Phones: ($0.02)per lb.
Computers(Electronic Waste):($0.05) per lb.
E-Waste: $0.25 per lb.
Incomplete Computers(Electronic Device): ($0.02)per lb.
Non-Electronic Material. $0.00 per lb.
Servers: $0.02 per lb.
SB20 VDD-TVs&Monitors(CRT)(CRT Electronic Devices): ($0.26)per lb.
SB20 VDD-Flat Screen Monitor/Laptop Mixed. ($0.26)per lb.
SB20 VDD— TV(Flat Panel)(Electronic Waste): ($0.26)per lb.
VDD-TVs(DLP)(Electronic Device): $0.00 per lb.
E-Waste—In Packaging: $0.45 per lb.
Returns Fees(transportation
Fees for labor and material to select and prepare Equipment for return shipment. Any additional services required to prep for
redeployment/donation will be quoted separately. Any costs related to transport of Equipment from ERTs facility to Customer's
location will be the responsibility ofthe Customer.
U.S.Only-$12.00 per Asset
Additional
Unauthorized Waste Disposal.Quoted by Request. Separate price sheet can be provided upon request.
Loose Batteries: $5.00 per lb.
Labor Intensive Assets: $0.25 per lb.in addition to Processing fees.
Electronics with Wood: $0.16 per lb. in addition to Processing fees.
Sorting.$0.15 per lb.in addition to Processing fees.Applies to Customer self-packed shipments only.
Unsafe Load Conditions: $0.25 per lb.in addition to Processing fees.Applies to Customer self-packed shipments only.
Electronics in Box/Packaging: $0.25 per lb.in addition to Processing fees.Applies to Customer self-packed and e-waste
only shipments.
* Rebates to Customer Indicated as($-.--) and/or Charges to Customer Indicated as $-.-
- 15-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Schedule C
Definitions
For purposes of clarity,the definitions from the Agreement are inserted into this Schedule C for reference
purposes.Undefined capitalized terms set forth in the Agreement shall be defined as set forth on this Schedule
C.
In addition,this Schedule C shall contain terminology that may be used during discussions between the parties
during the Term of the Agreement.
Affiliate-means entities directly or indirectly controlled by,controlling,or under common control with a Party
and, with respect to Customer, any third party with whom Customer has a contractual relationship in any way
related to the Services,Deliverables or ERI's performance hereunder.
Agreement-means this agreement and the Schedules and Appendices to this Agreement.
AMS -means ERI's Asset Management System.
Applicable Law/s - means any laws, regulations, rules, duties and other obligations having the force of law
which apply to the provision of services.
Asset/IT Asset-means an item of property owned by a person or company,regarded as having potential value
and available to meet debts,commitments, or legacies.
IT Asset are Equipment used for information technology purposes - for example laptops, desktop computers,
servers, screens,printers,(hubs,routers,tablets, smartphones, etc.
Asset Number or Item ID - means the unique number allocated to each device to aid its identification and
traceability separate from other similar devices. Manufacturers' serial numbers are incorporated into Asset
Numbers but could also include an organization's allocated identifying Asset number issued by the user
organization, a leasing company or the service organization. Sometimes all of the above may be used at the
same time to track Equipment .
Business Day/Working Day - means any day 09.00 to 17.00 excluding Saturdays and Sundays and public
holidays. In locations where local customs dictate that Friday and Saturday are treated as the weekend, Sunday
will be treated as a working day.
Certificate of Data Destruction-means certificates of destruction are produced confirming:
✓ data has been destroyed by approved data sanitizing software with the serial number of each hard disk
drive recorded onto a certificate produced by the software package.
✓ Data on magnetic hard disk drives has been removed by degaussing and the serial number of each
hard disk drive manually recorded onto a certificate of destruction.
✓ Physical destruction of the data media has been carried out by shredding, granulation, incineration and
the serial number of each hard disk drive manually recorded onto a certificate of destruction,together
with details of any SSD&optical media destroyed.
Certificate of Recycling - means certificates of destruction are produced confirming: All Equipment
determined for disposal will be recycled and disposed of per R2 RIOS or e-Stewards standards.
Charges - means monies payable for the delivery of the Services as specified in a Statement of Work or
Agreement.
Compliance - means conforming to the specified requirements of all Applicable Laws and regulations, an
agreement or standard that applies to a given process.
Confidential Information-means all information furnished or disclosed,in whatever form or medium,by the
Discloser (or any of its Affiliates or Representatives) to the Recipient before, on or after the date of this
- 16-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Agreement relating to the business, technology or other affairs of the Discloser or any of its Affiliates.
Confidential Information includes all of the trade secrets, designs, technical specifications, business plans,
marketing plans, know-how, data, contracts, documents, business concepts, supplier or customer lists or data,
costs, costs, financial information, profits, billings, referral sources, existing or future services, products,
operations, management,pricing, financial status, goals, strategies, objectives and agreements of the Discloser
and any of its Affiliates, all of which is deemed confidential and proprietary, but does not include any
information which the Recipient can demonstrate:
✓ was publicly available at the time of disclosure or later became publicly available through no act or
omission of the Recipient; or
✓ was already lawfully in its possession at the time of disclosure; or
✓ was rightfully received by the Recipient from a third party without any obligation of confidentiality
known to the Recipient; or
✓ was independently developed by or for the Recipient without use of the Discloser's Confidential
Information.
Contract-means an individual contract for the provision of Services comprising the documented terms of this
Agreement and the relevant Statement of Work.
Contract Year or Term - means a period of 12 months commencing on the Effective date and subsequent
consecutive periods of 12 months commencing on each anniversary of the Effective Date.
Data Sanitization Lower Level-means a single overwrite of every byte of the hard drive by software approved
to the US NIST 800-88 standard,with verification test and certificate confirming data removal success or failure.
Destroy—25mm Shred-means a shredding to a particle size of 25mm or less in any one dimension.
Destroy—6mm Shred-means shredding to a particle size of 6mm or less in any one dimension.
Destroy—2mm Guillotine-means destroy by guillotine to a particle size of 2mm or less in any one dimension.
Destroy — Burn to ash - means destroy by high temperature incineration so that only ash particle residues
remain.
Data Sanitization Higher Level-means a minimum of three times overwrite of every byte of data on the hard
drive by software approved to the US NIST 800-88 standard with a verification test and certificate confirming
data removal success or failure. Additional overwrites may be applied at ERIs request.
Used for Government security sensitive data sanitizing.
Degaussing - means the use of a strong magnetic field to purge or remove the magnetic resonance that stores
data on a hard drive and renders the drive unusable. Degaussers must be approved by US NSA.
Depots - means enclosed facilities where loads may be stored in a secure environment until scheduled for
transfer to the processing site.
Direct Delivery or Point to Point-means the process where items are collected from a customer site or sites
and returned directly to the process facility without being routed via hubs or depots.
Discloser-means the party disclosing Confidential Information
Disconnected Hard Disk Drives - means hard disk drives that may be data bearing, having been used until
replaced by larger memory capacity drives and still resident within the parent equipment.
Disposition -means the processing of Customer's Equipment , any member of the Customer group and/or the
End Customer(s)at the Processing Facility for reuse or recycling in accordance within Agreement.
- 17-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Disposal—(i) IT industry term relating to the reuse or recycling of used equipment that is no longer required
for use by its original owner; (ii) Waste management industry and European environmental regulatory term
relating to the disposal to landfill or incineration of waste equipment that is not being reused ore recycled.
EEE-means Electrical and Electronic Equipment dependent upon electric currents or electromagnetic fields in
order to work properly and equipment for the generation,transfer and measurement of such currents and fields.
Equipment Means IT and electronic equipment,which may include,among other things: laptops,PCs,flat panel
monitors and TVs, CRT monitors and TVs, hard disk drives, printers, memory, motherboards, batteries, parts
and other miscellaneous computer and other electronic equipment.
ERI - means the party contracted for the provision of services as defined in the Agreement and Statement of
Work.
E-Waste / WEEE - Electrical or electronic equipment waste, including all components, subassemblies and
consumables,which are part of the product at the time of discard.
Effective Date - means the start and end date for the Agreement or Statement of Work agreed between the
Parties.
End Customer - means the customer of our Customer in receipt of the services or products produced by this
Agreement.
Environmentally Responsible - means as a minimum, compliance with all Applicable environmental Laws
and regulations relating to the services and operations covered by this agreement.
End Customer Site-means the site or location on which the Services will be provided.
Extra business requirements-Customer specified requirements additional to the"business as usual"services
described in this Agreement.
Functionality Test-means a variety of tests designed for each equipment type to verify the equipment operates
as originally intended. These tests will identify any performance related issues with the Equipment .
Function Test—Systems-Check that the systems powers on and all components are properly connected.Note
specification of system — for example, processor type & speed, RAM, HDD, graphics cards, network cards,
sound,ports type&number.
Function Test—Laptops -As systems Plus As display screen tests—see above.
Function Test—Servers -As systems—see above.
Function Test—Printers -Run windows print test to check printer communicates,prints and also remove any
client data held in buffer memory.
Function Test—Miscellaneous -Miscellaneous equipment may include network hubs, routers, cables,power
leads, wireless keyboards & mice, Identify and classify item — RDC Technical Development will advise on
appropriate tests.
GPS Tracking-Means GPS tracking device enabling a loads or containers within the load location to be tracked
remotely.
Hardware - means Information Technology (IT) equipment such as computer systems and servers, screens,
printers, laptops,tablets, smartphones,etcetera.
HDD Parent/Child Relationship -Means the recording of a hard disk drive serial number in relation to the
parent equipment when the hard disk drive is removed from the parent equipment,
Hazard-Means a source or situation with a potential for harm in terms of human injury, ill-health, damage to
property, damage to the environment,to business, or any combination of these.
- 18-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Hazardous Materials in IT-means in IT,hazardous items that require specialist treatment which may include:
✓ cathode ray tube screens,
✓ LCD&TFT screens (contain mercury backlights),
✓ nickel cadmium and lead acid batteries
✓ polybrominated biphenyl plastic casing flame retardants
✓ Lead in solder
✓ cadmium in wires
✓ mercury in switches
Hazardous Material / Waste - means Waste which displays hazardous properties such as being flammable,
toxic or carcinogenic, so is hazardous to human health and or the natural environment. Such waste may require
special treatment,handling and storage and consignment notes for waste transfers.
Identity Check-means people must prove identity using official documents—passport,birth certificate,photo
driving license.
Incident-means a non-compliant action or omission that could adversely impact upon an agreement or lead to
a legal non-compliance.
International or Global Partner - means an organization with which ERI has developed a collaborative
relationship to supply ITAD services.
ITAD [Information Technology Asset Disposition] - means the services provided in relation to the re-
positioning of the used IT Asset by resale or redeployment by re-use,component reclamation or recycling. May
also be referred to as"IT Asset Management".
Law—means,
[1] any statute, regulation, by-law or subordinate legislation in force from time to time to which a Party is
subject,
[2] the common law and laws of equity as applicable to the Parties from time to time;
[3] any binding court order,judgment or decree; or
[4] any applicable industry code,policy or standard enforceable by law.
Mass balance - means the weight of materials output from the recycling process expressed as percentages of
the input weight. For example, IT WEEE may have a mass balance of 87.7% iron and steel, 2%plastic, 4.7%
copper,4.6%aluminum, 0.7%other metals, 0.3%process loss [board fibers burned in smelting process].
Miscellaneous Equipment - means peripheral items such as internal cards, external drives or storage disks,
memory modules, and that are less than lkg in weight.
Non-compliant-means when a law or regulation or a specified requirement of an agreement or standard is not
conformed with.
Non-Conforming Equipment shall mean all or a portion of such equipment includes, medical devices,
pharmaceuticals, PCB containing materials, weapons, ammo, biohazard contaminated equipment, fecal
contaminated equipment, mold or flood contaminated equipment, catastrophic IT equipment (e.g., equipment
contaminated,damaged or destroyed as a result of a catastrophic event such as earthquake,hurricane,act of war
or terrorist activity), CRT with broken glass, chemicals, currency, identification cards, credit cards or garbage)
and as listed in Exhibit A.
Offsite-means services will be provided"off the End Customer Site"at a central process facility.
- 19-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Onsite/On-Site-means services will be provided"at the End Customer Site"rather than at the central process
facility.
Prepare for Reuse-Checking, cleaning or repairing recovery operations by which products or components of
products that have become waste are prepared so that they can be re-used without any other pre-processing.
Processing Facility/ Processing Center - means ERI's or ERI Partner's location at which the equipment is
processed for the delivery of the agreed services.
Product Sale-means the sale of used equipment to other parties.
Project-means planned set of interrelated tasks to be executed over a fixed period and within certain cost and
other limitations pursuant to a Project Plan.
Proof of Identity - means people must have their identity verified by sight of a Government document with
photo Identity—for example a passport or driving license.
Protective Marking-means Data sensitivity classification applied to data held on IT memory by data creators;
may range from unclassified,restricted, confidential, secret and top secret.
Purchase Order(PO)-means a commercial document and official offer issued by a buyer to a seller indicating
types, quantities,and agreed prices for products or services.
Remarketing-means the resale of equipment on a profit share basis.
Repair-means correction of a technical fault and/or cosmetic damage to prepare the equipment for remarketing
and or redeployment.
Representative-means an employee,agent,officer,director,auditor,adviser,partner,consultant,joint venture
or subcontractor, or any similar role or position.
Request(for pickup)-means a collection request placed on ERI by the Customer under a Statement of Work in
relation to a Project or a request for Services under the Agreement via the agreed means.
Risk - means the combination of the likelihood and consequences of a specified hazardous event occurring,
affecting people,the environment finances or business prospects.
Reuse - means Equipment is prepared to be reused as originally intended following testing for safety and
functionality with records of such maintained to differentiate from waste.
Recycle - means a process by which waste materials are reprocessed into products, materials or substances
whether for the original or other purposes but not including energy recovery and the reprocessing of materials
that are to be used as fuels or for backfilling operations.
Recovery - means a process where waste serves a useful purpose by replacing other materials which would
otherwise have been used to fulfil a particular function,or waste being prepared to fulfil that function. This may
include recovery of the calorific value of material by waste-to-energy incineration at a facility designed to do
so.
Refurbishment/Refurbish-means the cosmetic enhancement of used equipment by cleaning and removal of
marks; may include repainting and covering scratches and blemishes and enhancement of the equipment to
customer specification.
Security Clearance - means the approval of people to handle security classified sensitive data bearing
equipment containing protectively marked material without accessing the data to a specified level.
Secure Storage-means an area with specific additional security measures such as metal containers or cages in
which security sensitive material is stored pending processing. Designed to withstand assault for up to fifteen
minutes after any alarm has sounded.
-20-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Serialization—means, assigning a unique tracking number for each serialized Asset as well as capturing the
Asset type,manufacturer,model, serial number and Customer Asset tag number(if applicable).
Services - means the services, functions and responsibilities to be provided by ERI to Customer under this
Agreement and any Statement of Work.
Service Delivery Team or Project Personnel - means the team responsible for managing the delivery of the
services by ERI to Customer as set out in a Statement of Work.
Service Level or Service Level Commitment or Service Level Agreement ("SLA") -means, a defined and
measurable commitment between ERI and the Customer to deliver on performance.
Statement of Work [SOW] -means the detailed description of the services,deliverables,fees and other items,
agreed by the parties and entered into as a binding agreement by authorized signatories of the parties.
Storage Container -means a suitable container is used to store items pending their progress to the next stage
of the process. Containers may vary from cardboard boxes to metal cages, solid plastic crates to hazardous
waste drums.
Subcontractor-means any person,partnership or corporation with whom ERI places a contract and/or an order
for the supply of any equipment, item, service or for any work in relation to the Agreement and any Statement
of Work and"sub-contract" shall be construed accordingly.
Technical Cut Line - means a hypothetical line, established solely by ERI, that separates certain types and
models of Equipment beyond reasonable use and others for potential Reuse or Remarketing.
Treatment - means any activity after WEEE has been transferred to a facility for disassembly, recovery
[including preparation for re-use of whole product or components thereof], shredding or materials separation to
prepare for transfer to recyclers for further treatment.
UEEE-means Electrical or electronic equipment that is used but is not waste;includes equipment that is second
hand,pre-owned, service repairs,warranty returns and display stock.
Waste-means any substance or object which the holder discards or intends to or is required to discard.
Waste Carrier - means a Carrier of waste that may be required to be registered with regulatory authorities in
accordance with laws or regulatory controls.
Waste License/Environmental Permit- Regulatory authorities may require organizations that handle, store
or treat waste to be registered to do so in accordance with local laws or regulatory controls. Failure to do so
could result in prosecution, fines and embarrassment. Such regulations do not exist in all jurisdictions.
Zero waste - means the achievement of when the mass balance from the recycling process accounts for all as
recycled or recycling with nothing disposed of to landfill or incineration.
-21 -
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
Exhibit A
List of Non-Conforming Equipment
(1) Aerosols
(2) Antifreeze containing equipment
(3) Batteries
(4) Biohazard contaminated equipment
(5) Broken CRTs(glass must be broken)
(6) Broken lamps
(7) Credit cards
(8) Dead animals
(9) Defibrillators
(10) Equipment containing Radioactive materials including smoke detectors
(11) Equipment damaged by catastrophic events (i.e.hurricane, fire,etc.)
(12) Fecal contaminated equipment
(13) Freon/Refrigerant containing items
(14) Garbage
(15) Gas cylinders
(16) Gasoline
(17) Handguns/Ammunition
(18) Home repair materials(wood, drywall, concrete,no chemicals)
(19) Home/Office furnishings
(20) Household waste
(21) IDs/WIC cards
(22) Industrial hygiene testing devices
(23) Kerosene
(24) Laboratory devices containing chemicals biohazardous or radioactive material that is not safe for
human handling
(25) Liquid mercury
(26) Live animals
(27) Loose or leaking batteries
(28) Medical devices containing chemicals,biohazardous or radioactive material that is not safe for
human handling
(29) Mold or flood contaminated equipment
(30) Money
(31) Oil&lubricants
(32) Paint—Solvents
(33) Pharmaceuticals
(34) Propane tanks
(35) Tires
-22-
DocuSign Envelope ID: BFAOEACD-7720-4D5D-B3DF-2A9416D34DFF
COUNTY OF FRESNO PROCUREMENT AGREEMENT
P-22-326
(36) X-ray equipment
Tier 1 Non-Compliant Materials include un-sanitized medical equipment, biohazard contaminated equipment,
pharmaceuticals,PCB containing materials,animals(dead or alive),fecal contaminated equipment,radioactive
or radiation containing materials,hazardous and/or regulated chemicals,drugs,guns and ammunition,and mold
or flood contaminated equipment.
Tier 2 Non-Compliant Materials include broken CRTs (broken glass), household waste/trash, liquid mercury,
paints,solvents,aerosols,propane tanks,kerosene,gasoline,oil,lubricants,broken lamps,leaking batteries,gas
cylinders,money, credit cards, ID/WIC cards and furniture.
-23-