HomeMy WebLinkAboutAgreement A-23-320.pdf Agreement No. 23-320
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated 20 June, 2023 and is between
3 T&M Hazardous Waste Management, LLC, a California Limited Liability Company
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. The County has need for hauling and disposal services for regulated universal waste to
8 be utilized on an as-needed basis.
9 B. On February 13, 2023, the County issued a Request for Quotation (RFQ) No. 23-026 for
10 hauling and disposal services for regulated universal waste. The RFQ closed on March 14,
11 2023 and the Contractor submitted the lowest bid for the requested services throughout the
12 projected term.
13 C. The County desires to engage the Contractor to perform hauling and disposal services
14 for regulated universal waste. The Contractor is qualified and willing to perform these services
15 as described in this Agreement.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all of the services provided in
20 Exhibit A to this Agreement, titled "Scope of Services."
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall provide a County representative to represent the County and who
4 will serve as point of contact for the Contractor in the fulfillment of its duties under this
5 Agreement with the County. . The County Representative will be the County Internal Services
6 Department's Facility Services Manager, and/or their designees. The Contractor shall provide a
7 contact person to the County Representative upon execution of this Agreement.
8 2.2 The County will contact the Contractor on an as-needed basis to request disposal of
9 regulated universal waste. The County is not obligated to request a minimum amount of
10 services under this Agreement. The County shall inform the Contractor of the designated pickup
11 location in need of disposal when services are required.
12 Article 3
13 Compensation, Invoices, and Payments
14 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
15 the performance of its services under this Agreement as described in Exhibit B to this
16 Agreement. There is no minimum amount of compensation payable under this Agreement.
17 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
18 for the initial three-year term is $154,494.91. The maximum compensation will increase by
19 $66,120.24 if the first extension option is utilized. The maximum compensation will increase by
20 an additional $68,537.85 if the second extension option is utilized. The maximum compensation
21 payable to the Contractor under this Agreement is $289,153.00 for the entire potential five-year
22 Agreement. The Contractor acknowledges that the County is a local government entity, and
23 does so with notice that the County's powers are limited by the California Constitution and by
24 State law, and with notice that the Contractor may receive compensation under this Agreement
25 only for services performed according to the terms of this Agreement and while this Agreement
26 is in effect, and subject to the maximum amount payable under this section. The Contractor
27 further acknowledges that County employees have no authority to pay the Contractor except as
28 expressly provided in this Agreement.
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1 3.3 Invoices. The Contractor shall submit monthly invoices referencing the provided
2 agreement number to Fresno County Facility Services, 4590 E Kings Canyon Road, Fresno, CA
3 93702 ( .Uaw (d).freo, U�_.Uu lLY�a.aov) (FacilityServices(aDjresnocuu iiwa.yvv). The Contractor
4 shall submit each invoice within 60 days after the month in which the Contractor performs
5 services and in any case within 60 days after the end of the term or termination of this
6 Agreement.
7 3.4 Payment. The County shall pay each correctly completed and timely submitted
8 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
9 address specified in the invoice.
10 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
11 expenses that are not specified as payable by the County under this Agreement.
12 Article 4
13 Term of Agreement
14 4.1 Term. This Agreement is effective on the date that the parties sign this Agreement
15 and terminates three years from the effective date, except as provided in section 4.2,
16 "Extension," or Article 6, "Termination and Suspension," below.
17 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
18 year periods only upon written approval of both parties at least 30 days before the first day of
19 the next one-year extension period. The Director of Internal Services/Chief Information Officer
20 or his or her designee is authorized to sign the written approval on behalf of the County based
21 on the Contractor's satisfactory performance. The extension of this Agreement by the County is
22 not a waiver or compromise of any default or breach of this Agreement by the Contractor
23 existing at the time of the extension whether or not known to the County.
24 Article 5
25 Notices
26 5.1 Contact Information. The persons and their addresses having authority to give and
27 receive notices provided for or permitted under this Agreement include the following:
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For the County:
3
1 Director of Internal Services/Chief Information Officer
County of Fresno
2 333 W. Pontiac Way
Clovis, CA 93612
3 .-dcontracts(a)fresnocountyca.gov
4 For the Contractor:
Bill Raterman, President
5 T&M Hazardous Waste Management, LLC
PO Box 3024
6 Pinedale, CA 93650
tandmhazwaste@hotmail.com
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5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and the Contractor provided
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for or permitted under this Agreement must be in writing, state that it is a notice provided under
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this Agreement, and be delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, or by Portable Document Format (PDF) document
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attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
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the recipient.
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(D)A notice delivered by PDF document attached to an email is effective when
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transmission to the recipient is completed (but, if such transmission is completed outside
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of County business hours, then such delivery is deemed to be effective at the next
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beginning of a County business day), provided that the sender maintains a machine
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record of the completed transmission.
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5.4 Claims Presentation. For all claims arising from or related to this Agreement,
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nothing in this Agreement establishes, waives, or modifies any claims presentation
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1 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
2 of Title 1 of the Government Code, beginning with section 810).
3 Article 6
4 Termination and Suspension
5 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
6 contingent on the approval of funds by the appropriating government agency. If sufficient funds
7 are not allocated, then the County, upon at least 30 days' advance written notice to the
8 Contractor, may:
9 (A) Modify the services provided by the Contractor under this Agreement; or
10 (B) Terminate this Agreement.
11 6.2 Termination for Breach.
12 (A) Upon determining that a breach (as defined in paragraph (C) below) has
13 occurred, the County may give written notice of the breach to the Contractor. The written
14 notice may suspend performance under this Agreement, and must provide at least 30
15 days for the Contractor to cure the breach.
16 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
17 time stated in the written notice, the County may terminate this Agreement immediately.
18 (C) For purposes of this section, a breach occurs when, in the determination of the
19 County, the Contractor has:
20 (1) Obtained or used funds illegally or improperly;
21 (2) Failed to comply with any part of this Agreement;
22 (3) Submitted a substantially incorrect or incomplete report to the County; or
23 (4) Improperly performed any of its obligations under this Agreement.
24 6.3 Termination without Cause. In circumstances other than those set forth above, the
25 County may terminate this Agreement by giving at least 30 days advance written notice to the
26 Contractor.
27 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
28 under this Article 6 is without penalty to or further obligation of the County.
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1 6.5 County's Rights upon Termination. Upon termination for breach under this Article
2 6, the County may demand repayment by the Contractor of any monies disbursed to the
3 Contractor under this Agreement that, in the County's sole judgment, were not expended in
4 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
5 demand. This section survives the termination of this Agreement.
6 Article 7
7 Independent Contractor
8 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
9 agents, employees, and volunteers, is at all times acting and performing as an independent
10 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
11 venturer, partner, or associate of the County.
12 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
13 manner or method of the Contractor's performance under this Agreement, but the County may
14 verify that the Contractor is performing according to the terms of this Agreement.
15 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
16 right to employment rights or benefits available to County employees. The Contractor is solely
17 responsible for providing to its own employees all employee benefits required by law. The
18 Contractor shall save the County harmless from all matters relating to the payment of the
19 Contractor's employees, including compliance with Social Security withholding and all related
20 regulations.
21 7.4 Services to Others. The parties acknowledge that, during the term of this
22 Agreement, the Contractor may provide services to others unrelated to the County.
23 Article 8
24 Indemnity and Defense
25 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
26 County (including its officers, agents, employees, and volunteers) against all claims, demands,
27 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
28 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
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1 the performance or failure to perform by the Contractor (or any of its officers, agents,
2 subcontractors, or employees) under this Agreement. The County may conduct or participate in
3 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
4 defend the County.
5 8.2 Survival. This Article 8 survives the termination of this Agreement.
6 Article 9
7 Insurance
8 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
9 Agreement.
10 Article 10
11 Inspections, Audits, and Public Records
12 10.1 Inspection of Documents. The Contractor shall make available to the County, and
13 the County may examine at any time during business hours and as often as the County deems
14 necessary, all of the Contractor's records and data with respect to the matters covered by this
15 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
16 request by the County, permit the County to audit and inspect all of such records and data to
17 ensure the Contractor's compliance with the terms of this Agreement.
18 10.2 State Audit Requirements. If the compensation to be paid by the County under this
19 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
20 California State Auditor, as provided in Government Code section 8546.7, for a period of three
21 years after final payment under this Agreement. This section survives the termination of this
22 Agreement.
23 10.3 Public Records. The County is not limited in any manner with respect to its public
24 disclosure of this Agreement or any record or data that the Contractor may provide to the
25 County. The County's public disclosure of this Agreement or any record or data that the
26 Contractor may provide to the County may include but is not limited to the following:
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1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
14 with section 7920.200) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 10.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
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1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or (b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 11
18 Disclosure of Self-Dealing Transactions
19 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
24 the County before commencing the transaction or immediately after.
25 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
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1 Article 12
2 General Terms
3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 12.3 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
12 County, California. The Contractor consents to California jurisdiction for actions arising from or
13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
14 brought and maintained in Fresno County.
15 12.5 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 12.6 Days. Unless otherwise specified, "days" means calendar days.
20 12.7 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 12.8 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
10
1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
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1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
T&M Hazardous Waste Management, LLC COUNTY OF FRESNO
3
4 94ZI
5 Bill Raterman, President S Q Nntero, hairman of the Board of
SLsperVisors of the County of Fresno
6 PO Box 3024
Pinedale, CA 93650 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 Coun of Fresno, State of California
9
By: -
10 Ddputy
11 For accounting use only:
12 Org No.:8935
Account No.:7220
13 Fund No.:1045
Subclass No.:10000
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Exhibit A
1 Scope of Services
2 Upon a regular basis, as established by the Department of Internal Services, Facility
3 Services Division, the Contractor will dispose of hazardous waste, including regulated universal
4 waste —which consists of, but is not limited to, Cathode Ray Tubes (CRTs), CRT glass,
5 electronic waste, mercury-containing equipment, non-empty aerosol cans, photovoltaic modules
6 (PV modules), fluorescent lights, ballasts, fixtures, and batteries. The segregation, packaging,
7 transport, and disposal of waste, herein collectively referred to as "removal", will be monitored
8 by the Facility Services Division. The Contractor will follow all requirements and guidelines set
9 forth by all applicable local, state, and federal laws regulating hazardous waste and hazardous
10 materials, including universal waste. The Contractor shall possess all required government
11 permits and approval necessary for the removal of hazardous waste, including regulated
12 universal waste. Normal business hours for pickup of units are 7:00am to 5:00pm, Monday
13 through Friday, unless otherwise indicated by the County. The Contractor will transport the
14 waste from four designated County locations in Fresno. These locations are 1) ISD Facilities
15 Services, located at 4590 E. Kings Canyon Boulevard 2) the Juvenile Justice Campus, located
16 at 3333 E. American Avenue 3) the County Janitorial building, located at 2233 Kern Street and
17 4) the County's Maintenance Shop located at 2204 Fresno Street.
18 The Contractor shall comply with the following specifications:
19 1. Possess all required government permits and approvals necessary to remove
20 hazardous waste, including regulated universal waste.
21 2. Possess all the required equipment, documentation, facilities, and resources to
22 successfully perform the services requested in this Agreement.
23 3. Perform services in accordance with all applicable local, state, and federal laws
24 which govern hazardous waste and materials.
25 4. Provide a certificate of recycle and disposal for all lamp and battery shipments.
26 5. Create and deliver an annual report to ISD — Facility Services within 21 business
27 days following the month of February each year for the entire life of the Agreement.
28 a. The annual reports shall contain the following information:
A-1
Exhibit A
1 i. User department
2 ii. Locations
3 iii. Sizes of containers
4 iv. Number of pickups
5 v. Weights and units of the assorted recyclable commodities collected
6 6. All replacement drums provided by the successful bidder shall be approved by the
7 Department of Transportation for hazardous waste transportation.
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A-2
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement. The quantities in this Exhibit B are estimates and may fluctuate depending on the
4 County's usage. The Contractor is not entitled to any compensation except as expressly
5 provided in this Exhibit B.
6 FLUORESCENT LAMP ITEMS
7 Description Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost
8 Year 1 Year 2 Year 3 Year 4 Year 5
9 Fluorescent straights $0.15 $0.16 $0.17 $0.17 $0.18
Per linear foot
10
U-Tubes $1.04 $1.09 $1.14 $1.20 $1.25
11 Per lamp
12 HID, high pressure sodium, etc. $2.15 $2.26 $2.37 $2.47 $2.58
13 Per lamp
14 Circular bulb $1.04 $1.09 $1.14 $1.20 $1.25
Per lamp
15
Compact $1.04 $1.09 $1.14 $1.20 $1.25
16 Per lamp
17 X-Large 4 ft lamp drum (holds $57.00 $59.85 $62.70 $65.55 $68.40
18 approximately 210 T-12 lamps)
19 Per drum
8ft lamp drums(holds $35.00 $36.75 $38.50 $40.25 $42.00
20 approximately 115 T-12 lamps)
21 Per drum
22 Labor(waste packaging, $60.00 $63.00 $66.00 $69.00 $72.00
23 palletizing, etc.)
Per hour
24
Stop Fee/Transportation $200.00 $210.00 $220.00 $230.00 $240.00
25 Per stop
26 JW NON-PCB BALLAST ITEMS
27 Description Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost
28 (Year 1) Year 2 Year 3 Year 4 Year 5
B-1
Exhibit B
1 30-gallon drum $230.00 $241.05 $253.00 $264.50 $276.00
2 Per drum
3 55-gallon drum $255.00 $267.75 $280.50 $293.25 $306.00
Per drum
4 Labor(waste packaging, etc.) $60.00 $63.00 $66.00 $69.00 $72.00
5 Per hour
6 Stop Fee $0 $0 $0 $0 $0
7 Per stop
MIXED NON-LEAD BATTERIES
8 1W (These include but are not limited to the following:alkaline,nickel,cadmium,nickel,hydride,and lithium)
9 Description Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost
10 Year 1 Year 2 Year 3 Year 4 Year 5
11 30-gallon drum (max 350 lb) $580.00 $609.00 $638.00 $667.00 $696.00
12 Per drum
13 55-gallon drum (max 650 lb) $970.00 $1,018.50 $1,067.00 $1,115.50 $1,164.00
Per drum
14 Labor(waste packaging,etc.) $0 $0 $0 $0 $0
15 Per hour
16 Stop Fee $0 $0 $0 $0 $0
17 Per stop
18 MIXED LEAD BATTERIES
(These include but are not limited to the following:flooded lead,sealed lead,absorbent glass mat(AGM)sealed,and gel)
19 Description Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost
20 Year 1 Year 2 Year 3 Year 4 Year 5
21 30-gallon drum (max 350 lb) $360.00 $378.00 $396.00 $414.00 $432.00
22 Per drum
23 55-gallon drum (max 650 lb) $560.00 $588.00 $616.00 $644.00 $672.00
Per drum
24
Labor(waste packaging, etc.) $0 $0 $0 $0 $0
25 Per hour
26 Stop Fee $0 $0 $0 $0 $0
27 Per stop
28 ESI Surcharge of 15%will be added to invoices.
B-2
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, the Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(i) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
Acceptability of Insurers. All insurance policies required under this Agreement must be issued
by admitted insurers licensed to do business in the State of California and possessing at all
times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII.
(A) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
D-1
Exhibit D
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(B) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(C)Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(D) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(E) Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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