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HomeMy WebLinkAboutAgreement A-23-644 Master Agreement.pdf 21-1312 Agreement No. 23-644 1 MASTER SERVICE AGREEMENT 2 3 This Master Service Agreement ("Master Agreement") is dated November 28, 2023 and is between 4 each Contractor(each hereinafter referred to as "Contractor" and collectively as "Contractors") identified 5 in Exhibit A to this Master Agreement, and the County of Fresno, a political subdivision of the State of 6 California ("County"). 7 Recitals 8 A. Whereas, on October 18, 2022, the County issued an informal Request for Quotation (RFQ) 9 for non-hazardous roadside waste removal services, which closed on October 31, 2022. 10 B. Whereas, six (6) Contractors submitted responsive bids to the RFQ on the above date. 11 C. Whereas, the County later identified a need to increase the number of available Contractors 12 to address the large volume of work and ensure timely response to illegal dumping. 13 D. Whereas, on July 25, 2023, the County issued a subsequent informal RFQ for non-hazardous 14 roadside waste removal services, which closed on August 14, 2023. 15 E. Whereas, four (4) Contractors submitted responsive bids to this subsequent RFQ. 16 F. Whereas, the County desires to enter into this Master Agreement with each Contractor listed 17 in Exhibit A to provide for the County's need for non-hazardous roadside waste removal 18 services, as provided herein. 19 The parties therefore agree as follows: 20 Article 1 21 Contractor's Services 22 1.1 Scope of Services. The Contractors shall perform all services provided in Exhibit B to 23 this Master Agreement, titled "Scope of Services." 24 1.2 Representation. The Contractors represent that they are qualified, ready, willing, and 25 able to perform all services outlined in this Master Agreement. 26 1.3 Compliance with Laws. The Contractors shall, at their own cost, comply with all 27 applicable federal, state, and local laws and regulations in the performance of their obligations under this 28 Master Agreement, including but not limited to workers' compensation, labor, and confidentiality laws and 1 regulations. 2 1.4 This Master Agreement is intended to create contractual rights and obligations only as 3 between the County and each of the respective Contractors that are signatories and parties hereto. 4 1.5 This Master Agreement creates no contractual rights or obligations as between any of the 5 Contractors with respect to each other. No Contractor has any right to perform service under this Master 6 Agreement, or to enforce any part of this Master Agreement against any other Contractor. 7 1.6 Contractors shall provide appropriate signage and traffic control necessary to ensure 8 safety until services are complete. Such signage and traffic control must be in conformity with all local 9 codes and ordinances, and as may be required. 10 1.7 Contractors shall not disclose information about the County's business or business 11 practices and shall safeguard confidential data which Contractors may have access to in the course of 12 providing services. Additionally, Contractors shall not issue any news releases or otherwise release 13 information to any third party without prior written approval from the County Representative (as defined 14 in Section 2.1). 15 1.8 Within three (3) days of Contractor's performance of non-hazardous roadside waste 16 removal under this Master Agreement, Contractor shall provide site-specific "before and after" 17 photographs, to the satisfaction of County's Representative, with respect to Contractor's performance of 18 such waste removal. 19 1.9 In accordance with Labor Code Section 1770, et seq., the Director of the Department of 20 Industrial Relations of the State of California has determined the general Prevailing Wage Rates and 21 employer payments for health and welfare pension,vacation,travel time and subsistence pay as provided 22 for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093, and similar 23 purposes may be applicable to the work to be done. 24 Information pertaining to applicable Prevailing Wage Rates may be found on the website for the 25 State of California — Department of Industrial Relations: http://www.dir.ca.gov/oprl/PWD/index.htm. 26 Information pertaining to applicable Prevailing Wage Rates for apprentices may be found on the website 27 for the State of California — Department of Industrial Relations: 28 http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp. 1 It shall be mandatory upon Contractors and upon all of their respective subcontractors to pay not 2 less than the Prevailing Wage Rates, including overtime and holiday rates, to all workers, laborers, or 3 mechanics employed on this public work project, including those workers employed as apprentices. 4 Further, Contractor and each of its respective subcontractors shall comply with Labor Code Sections 5 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned Prevailing 6 Wage Rates shall be posted by Contractors at the job site where it will be available to any interested 7 party. Contractors shall comply with Labor Code Section 1775, and shall forfeit as a penalty to the County 8 Two Hundred Dollars ($200.00)for each calendar day or portions thereof, for each worker paid less than 9 Prevailing Wage Rates for the work or craft in which the worker is employed for any work done under this 10 project by Contractor or by any of its respective subcontractors under Contractor in violation of Labor 11 Code Section 1770, et seq. In addition to the penalty, the difference between the Prevailing Wage Rates 12 and amount paid to each worker for each calendar day or portion thereof for which each worker was paid 13 less than the Prevailing Wage Rate shall be paid to each worker by the Contractor or any of its respective 14 subcontractors. 15 Contractors and their respective subcontractors shall keep an accurate record showing the name, 16 address, social security number, work classification, straight time and overtime hours worked each day 17 and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other 18 employee employed by them in connection with this public work project. In accordance with Labor Code 19 Section 1776, each payroll record shall be certified and verified by a written declaration under penalty of 20 perjury stating that the information within the payroll record is true and correct and that Contractor and 21 its respective subcontractors have complied with the requirements of Labor Code Sections 1771, 1811, 22 and 1815 for any work performed by its employees on this public work project. These records shall be 23 open at all reasonable hours to inspection by the County, its officer and agents, and to the representatives 24 of the State of California — Department of Industrial Relations, including but not limited to the Division of 25 Labor Standards Enforcement. 26 W 27 N 28 N 1 Article 2 2 County's Responsibilities 3 2.1 The County shall provide a County Representative to represent the County. This County 4 Representative will be the County of Fresno, Department of Public Works and Planning, Road 5 Maintenance and Operations Division Manager, or their designee. 6 2.2 Prior to Contractor commencing any work under this Master Agreement, Contractor shall 7 receive the written authorization of the County Representative for such work. 8 2.3 The County Representative shall coordinate with other County staff, as necessary, to 9 verify each Contractor's work to determine it has been performed to the complete satisfaction of the 10 County. 11 2.4 Contractors also agree that inclusion of Contractors on Exhibit A does not constitute a 12 guarantee or promise that any Contractor shall provide any certain amount of work or services to County 13 under this Master Agreement. The determination of which Contractor shall service which area is for the 14 convenience of the County. This is a non-exclusive agreement. The County reserves the right to engage 15 or not engage any of the Contractors in any part of the County under this Master Agreement, and to 16 engage any other person or entity for the same or similar services under any other agreement, or hire its 17 own forces, in any part of the County. Each Contractor understands that any such engagements will not 18 affect their rate of compensation under this Master Agreement. By executing a signature page hereto, 19 each Contractor becomes a signatory to this Master Agreement, and agrees that is party to this Master 20 Agreement with the County and is bound by its terms. 21 Article 3 22 Compensation, Invoices, and Payments 23 3.1 The County agrees to pay, and the Contractors agree to receive, compensation for the 24 performance of their services under this Master Agreement as described in Exhibit C to this Master 25 Agreement, titled "Compensation." 26 3.2 Maximum Compensation.The maximum compensation payable to all Contractors, in the 27 aggregate, under this Master Agreement is Five Hundred Thousand Dollars ($500,000) per year for the 28 base term, commencing as of the effective date, for the entire term of the Master Agreement. In the event 1 that an extension, as defined in section 4.2, "Extension", below, of the term is granted for the first optional 2 year, then the maximum compensation payable to all Contractors, in the aggregate, under this Master 3 Agreement for the base term plus the one year extension is Two Million Dollars($2,000,000). In the event 4 that an extension, as defined in section 4.2, "Extension", below, of the term is granted for the second 5 optional year, then the maximum compensation payable to all Contractors, in the aggregate, under this 6 Master Agreement for the base term plus the one year and two year extensions is Two Million Five 7 Hundred Thousand Dollars ($2,500,000). The Contractors acknowledge that the County is a local 8 government entity, and do so with notice that the County's powers are limited by the California 9 Constitution and by State law, and with notice that the Contractors may receive compensation under this 10 Master Agreement only for non-hazardous roadside waste removal services performed according to the 11 terms of this Master Agreement and while this Master Agreement is in effect, and subject to the maximum 12 amount payable under this section. The Contractors further acknowledge that County employees have 13 no authority to pay Contractors except as expressly provided in this Master Agreement. 14 3.3 Invoices. Each Contractor shall submit detailed monthly invoices in accordance with the 15 rates and charges agreed upon for the non-hazardous roadside waste removal services provided to the 16 County by each Contractor during the previous monthly billing period. Each Contractor shall submit 17 invoices electronically to PWPBusinessOffice@fresnocountyca.gov. Each invoice shall reference this 18 Master Agreement number and, if provided by the County, an applicable project number. Invoices shall 19 itemize all work performed during the invoice period, including but not limited to, date(s) and time(s) of 20 service, rate of pay, total billable hours, geographical area services (East or West of Highway 99), 21 responsible County Department, name of the person requesting service on behalf of the County, the 22 name of the Service Technician(s)who provided the service, quantity/weight of material disposed and/or 23 recycled, miles traveled and any other information and/or documentation appropriate and sufficient to 24 substantiate the amount invoiced for payment. The Contractors will be required to use a County approved 25 invoice template. The Contractors shall submit each invoice within 60 days after the month in which the 26 Contractors perform services and in any case within 60 days after the end of the term or termination of 27 this Master Agreement. 28 /// 1 3.4 Payment. The County shall pay each correctly completed and timely submitted invoice 2 within 45 days after receipt. The County shall remit any payment to the Contractor's address specified in 3 the invoice. 4 3.5 Incidental Expenses. The Contractors are solely responsible for all of their costs and 5 expenses that are not specified as payable by the County under this Master Agreement. 6 3.6 The mileage rate, as detailed in Exhibit C—Compensation (hereafter, Exhibit C), starts at 7 Contractor's dispatch site and includes miles traveled to the service site and an approved disposal 8 site/transfer station and back to the Contractor's dispatch site. Detailed mileage reports may be required 9 to support the amount invoiced for payment. 10 3.7 When disposing of waste at a location other than the American Avenue Disposal Site 11 (AADS), Contractor must use Contractor's own transfer station or solid waste facility closest to County's 12 provided site location for potential transportation cost saving to County. 13 3.8 Exhibit C shall be all-inclusive base rates that include any related environmental fees, 14 personnel, equipment, materials, related operational costs, and any/all incidental costs and expenses. 15 The base rates do not include any mandatory taxes, disposal/tipping fees, and mileage, when applicable. 16 3.9 Exhibit C shall be used by Contractor for all disposal costs. Contractor shall always use 17 the disposal fees applicable at the time of service to bill the County for non-hazardous roadside waste 18 removal services requested by County. This applies to both disposal at the AADS and/or Contractor's 19 own transfer station or solid waste facility. Rates are subject to change. Contractor is responsible for 20 verifying and charging County the most current rates, and when using a disposal site other than the 21 AADS, providing documentation of the disposal fees in effect at the time of service with the monthly 22 invoice. 23 Article 4 24 Term of Agreement 25 4.1 Term. This Master Agreement is effective for the specific Contractor on the date that that 26 Contractor and the County sign this Master Agreement and terminates on June 30, 2026, except as 27 provided in section 4.2, "Extension," or Article 6, "Termination and Suspension," below. 28 /// 1 4.2 Extension. The term of this Master Agreement may be extended for no more than two 2 (2), one-year periods only upon written approval of County and each Contractor, as applicable, at least 3 30 days before the first day of the next one-year extension period. The Director of the Department of 4 Public Works and Planning is authorized to sign the written approval on behalf of the County based on 5 each Contractor's satisfactory performance, as applicable. The extension of this Master Agreement by 6 County and each Contractor, as applicable, is not a waiver or compromise of any default or breach of 7 this Master Agreement by the Contractors existing at the time of the extension whether or not known to 8 the County. 9 Article 5 10 Notices 11 5.1 Contact Information. The persons and their addresses having authority to give and 12 receive notices provided for or permitted under this Master Agreement include the following: 13 14 For the County: 15 Department of Public Works & Planning Division Manager 16 Road Maintenance & Operations 17 2220 Tulare Street, 61h Floor Fresno, CA 93721 18 rdmaint@fresnocountyca.gov 19 For the Contractor: 20 See Exhibit A for each Contractor's contact person. 21 5.2 Change of Contact Information. Either party may change the information in section 5.1 22 by giving notice as provided in section 5.3. 23 5.3 Method of Delivery. Each notice between the County and the Contractor provided for or 24 permitted under this Master Agreement must be in writing, state that it is a notice provided under this 25 Master Agreement, and be delivered either by personal service, by first-class United States mail, by an 26 overnight commercial courier service, or by email. 27 (A) A notice delivered by personal service is effective upon service to the recipient. 28 /// 1 (B) A notice delivered by first-class United States mail is effective three County 2 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. 3 (C) A notice delivered by an overnight commercial courier service is effective one 4 County business day after deposit with the overnight commercial courier service, delivery fees 5 prepaid, with delivery instructions given for next day delivery, addressed to the recipient. 6 (D) A notice delivered by email is effective when transmission to the recipient is 7 completed but, if such transmission is completed outside of County business hours, then such 8 delivery is deemed to be effective at the next beginning of a County business day. 9 5.4 Claims Presentation. For all claims arising from or related to this Master Agreement, 10 nothing in this Master Agreement establishes, waives, or modifies any claims presentation requirements 11 or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the 12 Government Code, beginning with Section 810). 13 Article 6 14 Termination and Suspension 15 6.1 Termination for Non-Allocation of Funds. The terms of this Master Agreement are 16 contingent on the approval of funds by the appropriating government agency. If sufficient funds are not 17 allocated, then the County, upon at least 30 days' advance written notice to the Contractors, as 18 applicable, may: 19 (A) Modify the services provided by the Contractors, as applicable, under this Master 20 Agreement; 21 (B) Terminate this Master Agreement; or 22 (C) Terminate this Master Agreement as to the Contractors, as applicable. 23 6.2 Termination for Breach. 24 (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred, 25 the County may give written notice of the breach to the Contractor, as applicable. The written 26 notice may suspend performance under this Master Agreement and must provide at least 30 days 27 for such Contractor to cure the breach. 28 /// 1 (B) If the Contractor, as applicable, fails to cure the breach to the County's satisfaction 2 within the time stated in the written notice, the County may terminate this Master Agreement 3 immediately only as to such Contractor. 4 (C) For purposes of this section, a breach occurs when, in the determination of the 5 County, the Contractor, as applicable, has: 6 (1) Obtained or used funds illegally or improperly; 7 (2) Failed to comply with any part of this Master Agreement; 8 (3) Submitted a substantially incorrect or incomplete report to the County; or 9 (4) Improperly performed any of its obligations under this Master Agreement. 10 6.3 Termination without Cause. In circumstances other than those set forth above, the 11 County may terminate this Master Agreement by giving at least 30 days advance written notice to the 12 Contractors, as applicable. 13 6.4 No Penalty or Further Obligation. Any termination of this Master Agreement by the 14 County under this Article 6 is without penalty to or further obligation of the County. 15 6.5 County's Rights upon Termination. Upon termination for breach under this Article 6, the 16 County may demand repayment by the Contractors, as applicable, of any monies disbursed to such 17 Contractors under this Master Agreement that, in the County's sole judgment, were not expended in 18 compliance with this Master Agreement. The Contractors, as applicable, shall promptly refund all such 19 monies upon demand. This section survives the termination of this Master Agreement. 20 6.6 Poor performance, as deemed by the County, may result in a reduction of services or no 21 service requests from the County, or termination of this Master Agreement between the County and the 22 poorly performing Contractor. Determination of this action is at the sole discretion of the County's Public 23 Works and Planning Department's Director, or their designee. If the Contractor fails to deliver services 24 as described in Exhibit B, County shall have the right to reduce future service requests, obtain service 25 from another Contractor or the County's own forces, and/or terminate the Agreement with the Contractor 26 who failed to deliver services. 27 6.7 In the event that the County terminates this Master Agreement as to one or more 28 Contractor(s), this Master Agreement shall stay in full force and effect as to remaining Contractors. 1 Termination of one or more Contractor(s) from this Master Agreement shall not terminate the Master 2 Agreement as to the remaining Contractor(s). 3 Article 7 4 Independent Contractor 5 7.1 Status. In performing under this Master Agreement, each Contractor, including their 6 officers, agents, employees, and volunteers, is at all times acting and performing as an independent 7 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint venturer, 8 partner, or associate of the County. 9 7.2 Verifying Performance. The County has no right to control, supervise, or direct the 10 manner or method of the Contractor's performance under this Master Agreement, but the County may 11 verify that the Contractor is performing according to the terms of this Master Agreement. 12 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no right 13 to employment rights or benefits available to County employees. The Contractor is solely responsible for 14 providing to its own employees all employee benefits required by law. The Contractor shall save the 15 County harmless from all matters relating to the payment of Contractor's employees, including 16 compliance with Social Security withholding and all related regulations. 17 7.4 Services to Others. The parties acknowledge that, during the term of this Master 18 Agreement, the Contractors may provide services to others unrelated to the County. 19 Article 8 20 Indemnity and Defense 21 8.1 Indemnity. Each Contractor shall indemnify and hold harmless and defend the County 22 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, 23 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind 24 to the County, the Contractor, or any third party that arise from or relate to the performance or failure to 25 perform by the Contractor(or any of its officers, agents, subcontractors, or employees) under this Master 26 Agreement. The County may conduct or participate in its own defense without affecting the Contractor's 27 obligation to indemnify and hold harmless or defend the County. 28 8.2 Survival. This Article 8 survives the termination of this Master Agreement. 1 Article 9 2 Insurance 3 9.1 The Contractors shall comply with all the insurance requirements in Exhibit E to this Master 4 Agreement. 5 Article 10 6 Inspections, Audits, and Public Records 7 10.1 Inspection of Documents. The Contractors shall make available to the County, and the 8 County may examine at any time during business hours and as often as the County deems necessary, 9 all of the Contractor's records and data with respect to the matters covered by this Master Agreement, 10 excluding attorney-client privileged communications. The Contractors shall, upon request by the County, 11 permit the County to audit and inspect all of such records and data to ensure the Contractor's compliance 12 with the terms of this Master Agreement. 13 10.2 State Audit Requirements. If the compensation to be paid by the County under this 14 Master Agreement exceeds $10,000, the Contractors are subject to the examination and audit of the 15 California State Auditor, as provided in Government Code section 8546.7,for a period of three years after 16 final payment under this Master Agreement. This section survives the termination of this Master 17 Agreement. 18 10.3 Public Records. The County is not limited in any manner with respect to its public 19 disclosure of this Master Agreement or any record or data that the Contractors may provide to the County. 20 The County's public disclosure of this Master Agreement or any record or data that the Contractors may 21 provide to the County may include but is not limited to the following: 22 (A) The County may voluntarily, or upon request by any member of the public or 23 governmental agency, disclose this Master Agreement to the public or such governmental agency. 24 (B) The County may voluntarily, or upon request by any member of the public or 25 governmental agency, disclose to the public or such governmental agency any record or data that the 26 Contractors may provide to the County, unless such disclosure is prohibited by court order. 27 /// 28 /// 1 (C) This Master Agreement, and any record or data that the Contractors may provide 2 to the County, is subject to public disclosure under the Ralph M. Brown Act(California Government Code, 3 Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 4 (D) This Master Agreement, and any record or data that the Contractors may provide 5 to the County, is subject to public disclosure as a public record under the California Public Records Act 6 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA"). 7 (E) This Master Agreement, and any record or data that the Contractors may provide 8 to the County, is subject to public disclosure as information concerning the conduct of the people's 9 business of the State of California under California Constitution, Article 1, section 3, subdivision (b). 10 (F) Any marking of confidentiality or restricted access upon or otherwise made with 11 respect to any record or data that the Contractors may provide to the County shall be disregarded and 12 have no effect on the County's right or duty to disclose to the public or governmental agency any such 13 record or data. 14 10.4 Public Records Act Requests. If the County receives a written or oral request under the 15 CPRA to publicly disclose any record that is in the Contractor's possession or control, and which the 16 County has a right, under any provision of this Master Agreement or applicable law,to possess or control, 17 then the County may demand, in writing,that the Contractors deliver to the County,for purposes of public 18 disclosure, the requested records that may be in the possession or control of the Contractors. Within five 19 (5) business days after the County's demand, the Contractors shall (a) deliver to the County all of the 20 requested records that are in the Contractor's possession or control, together with a written statement 21 that the Contractor, after conducting a diligent search, has produced all requested records that are in the 22 Contractor's possession or control, or (b) provide to the County a written statement that the Contractor, 23 after conducting a diligent search, does not possess or control any of the requested records. The 24 Contractor shall cooperate with the County with respect to any County demand for such records. If the 25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the CPRA 26 or other applicable law, it must deliver the record or data to the County and assert the exemption by 27 citation to specific legal authority within the written statement that it provides to the County under this 28 section. The Contractor's assertion of any exemption from disclosure is not binding on the County, but 1 the County will give at least 10 days' advance written notice to the Contractor before disclosing any record 2 subject to the Contractor's assertion of exemption from disclosure. The Contractors shall indemnify the 3 County for any court-ordered award of costs or attorney's fees under the CPRA that results from the 4 Contractor's delay, claim of exemption, failure to produce any such records, or failure to cooperate with 5 the County with respect to any County demand for any such records. 6 Article 11 7 Disclosure of Self-Dealing Transactions 8 11.1 Applicability. This Article 11 applies if the Contractors are operating as a corporation, or 9 changes its status to operate as a corporation. 10 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a self- 11 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-Dealing 12 Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to the County before 13 commencing the transaction or immediately after. 14 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is a 15 party and in which one or more of its directors, as an individual, has a material financial interest. 16 Article 12 17 General Terms 18 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this Master 19 Agreement may not be modified, and no waiver is effective, except by written agreement signed by the 20 applicable Contractor and the County. The Contractor acknowledges that County employees have no 21 authority to modify this Master Agreement except as expressly provided in this Master Agreement. 22 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations under this 23 Master Agreement without the prior written consent of the other party. 24 12.3 Governing Law. The laws of the State of California govern all matters arising from or 25 related to this Master Agreement. 26 12.4 Jurisdiction and Venue. This Master Agreement is signed and performed in Fresno 27 County, California. Contractors consent to California jurisdiction for actions arising from or related to this 28 1 Master Agreement, and, subject to the Government Claims Act, all such actions must be brought and 2 maintained in Fresno County. 3 12.5 Construction. The final form of this Master Agreement is the result of the parties' 4 combined efforts. If anything in this Master Agreement is found by a court of competent jurisdiction to be 5 ambiguous,that ambiguity shall not be resolved by construing the terms of this Master Agreement against 6 either party. 7 12.6 Days. Unless otherwise specified, "days" means calendar days. 8 12.7 Headings. The headings and article and section titles in this Master Agreement are for 9 convenience only and are not part of this Master Agreement. 10 12.8 Severability. If anything in this Master Agreement is found by a court of competent 11 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Master Agreement remains in 12 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of this Master 13 Agreement with lawful and enforceable terms intended to accomplish the parties' original intent. 14 12.9 Nondiscrimination. During the performance of this Master Agreement, the Contractors 15 shall not unlawfully discriminate against any employee or applicant for employment, or recipient of 16 services, because of race, religious creed, color, national origin, ancestry, physical disability, mental 17 disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender 18 expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of 19 California and federal statutes and regulation. 20 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation of 21 the Contractors under this Master Agreement on any one or more occasions is not a waiver of 22 performance of any continuing or other obligation of the Contractors and does not prohibit enforcement 23 by the County of any obligation on any other occasion. 24 12.11 Entire Agreement. This Master Agreement, including its exhibits, is the entire agreement 25 between the Contractors and the County with respect to the subject matter of this Master Agreement, 26 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 27 publications, and understandings of any nature unless those things are expressly included in this Master 28 Agreement. If there is any inconsistency between the terms of this Master Agreement without its exhibits 1 and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the 2 terms of this Master Agreement without its exhibits, and then to the terms of the exhibits. 3 12.12 No Third-Party Beneficiaries. This Master Agreement does not and is not intended to 4 create any rights or obligations for any person or entity except for the parties. 5 12.13 Authorized Signature. The Contractor represents and warrants to the County that: 6 (A) The Contractor is duly authorized and empowered to sign and perform its 7 obligations under this Master Agreement. 8 (B) The individual signing this Master Agreement on behalf of the Contractor is duly 9 authorized to do so and his or her signature on this Master Agreement legally binds the Contractor to the 10 terms of this Master Agreement. 11 12.14 Electronic Signatures. The parties agree that this Master Agreement may be executed 12 by electronic signature as provided in this section. 13 (A) An "electronic signature" means any symbol or process intended by an individual 14 signing this Master Agreement to represent their signature, including but not limited to (1) a digital 15 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and 16 transmitted (for example by PDF document) version of an original handwritten signature. 17 (B) Each electronic signature affixed or attached to this Master Agreement (1) is 18 deemed equivalent to a valid original handwritten signature of the person signing this Master Agreement 19 for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, 20 and (2) has the same force and effect as the valid original handwritten signature of that person. 21 (C) The provisions of this section satisfy the requirements of Civil Code section 1633.5, 22 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, 23 beginning with section 1633.1). 24 (D) Each party using a digital signature represents that it has undertaken and satisfied 25 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and 26 agrees that each other party may rely upon that representation. 27 (E) This Master Agreement is not conditioned upon the parties conducting the 28 transactions under it by electronic means and either party may sign this Master Agreement with an 1 original handwritten signature. 2 12.15 Counterparts. This Master Agreement may be signed in counterparts, each of which is 3 an original, and all of which together constitute this Master Agreement. 4 [Go to signature page] 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective 2 Date. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. 4 5 CONTRACTOR COUNTY OF FRESNO 6 7 See Additional Signature Pages Attached 8 S I Q in ro, hairman of the Board 0 of the County of Fresno 9 10 11 12 ATTEST: 13 Bernice E. Seidel 14 Clerk of the Board of Supervisors County of Fresno, State of California 15 16 By: 17 Deputy 18 19 For accounting use only: 20 Org No.: 2540, 1188, 4510 Account No.: 7295 21 Fund No.: 0001, 0085, 0010 22 Subclass No.: 10000, 17408, 11000 23 24 25 26 27 28 I The parties are signing this Master Agreement on the date stated in the introductory clause. 2 CONTRACTOR: 3 Mid-Valley Disposal, Inc. 4 5 6 j ph Ipakoff, Pr ident 7 3444 W Whitesbridge Ave 8 Fresno, CA 93706 9 10 COUNTY OF FRESNO 11 12 13 14 15 Sal Quintero, Chairman of the 16 Board of Supervisors of the County of Fresno 17 Attest: 18 Bernice E. Seidel Clerk of the Board of Supervisors 19 County of Fresno, State of California 20 By: 21 Deputy 22 23 24 25 For accounting use only: 26 Org No.: 2540, 1188, 4510 Account No.: 7295 27 Fund No. 0001, 0085, 0010 28 Subclass No.: 10000, 17408, 11000 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 CONTRACTOR: 3 Professional Asbestos Removal Corporation, 4 d.b.a. PARC Environmental 6 Jef(Davis, Hazmat Division Manager 7 8 2864 East Dorothy Ave Fresno, CA 93706 9 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 15 Attest: Bernice E. Seidel 16 Clerk of the Board of Supervisors County of Fresno, State of California 17 18 By. 19 Deputy 20 21 For accounting use only: 22 Org No.: 2540, 1188, 4510 23 Account No.: 7295 j Fund No.: 0010 24 Subclass No.: 11000 i 25 ; 26 E 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Mr. Clean Junk Removal 5 6 _.. 6y --- 7 Brrce Havens, Owner 8 3507 Carmelita Ave 9 Clovis, CA 93619 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 15 Attest: 16 Bernice E. Seidel Clerk of the Board of Supervisors 17 County of Fresno, State of California 18 19 By: Deputy 20 21 For accounting use only: 22 Org No.: 2540, 1188, 4510 23 Account No.: 7295 Fund No. 0001, 0085, 0010 24 Subclass No.: 10000, 17408, 11000 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Junk King LLC 5 6 Wes Burgess, ner 7 8 2890 N Larkin Ave Fresno, CA 93727 9 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 15 Attest: 16 Bernice E. Seidel Clerk of the Board of Supervisors 17 County of Fresno, State of California 18 19 By: Deputy 20 21 22 For accounting use only: 23 Org No.: 2540, 1188, 4510 Account No.: 7295 24 Fund No.: 0001, 0085, 0010 Subclass No.: 10000, 17408, 11000 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Those Junk Movers 5 6 Jilibert ntel, Owner 7 8 742 Valencia Ave Lemoore, CA 93245 9 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 15 Attest: Bernice E. Seidel 16 Clerk of the Board of Supervisors 17 County of Fresno, State of California 18 By: 19 Deputy 20 21 For accounting use only: 22 Org No.: 2540, 1188, 4510 Account No.: 7295 23 Fund No. 0001, 0085, 0010 24 Subclass No.: 10000, 17408, 11000 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Loyalty Landscape and Hauling Services 5 _ 6 ���,� Chris Toledo, Owner 7 8 2957 E El Paso Fresno, CA 93720 9 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 Attest: Bernice E. Seidel 15 Clerk of the Board of Supervisors County of Fresno, State of California 16 17 By: 18 Deputy 19 20 For accounting use only: 21 Org No.: 2540, 1188, 4510 Account No.: 7295 22 Fund No.: 0010 23 Subclass No: 11000 24 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Megster Disposal Service Inc., DBA 1-800-Got-Junk? 5 6 AGM P MegaH Palomo, Franchise Partner 7 8 1580 Menlo Suite B Clovis, CA 93611 9 COUNTY OF FRESNO 10 11 Sal Quintero, Chairman of the 12 Board of Supervisors of the County of Fresno 13 14 15 Attest: Bernice E. Seidel 16 Clerk of the Board of Supervisors County of Fresno, State of California 17 18 By: 19 Deputy 20 21 For accounting use only: 22 Org No.: 2540, 1188, 4510 Account No.: 7295 23 Fund No. 0001, 0085, 0010 Subclass No.: 10000, 17408, 11000 24 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Top Junk LLC 5 6 cob Espinoza, Pre ident 7 8 4051 N Valentine Ave Fresno, CA 93722 9 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 15 Attest: 16 Bernice E. Seidel Clerk of the Board of Supervisors 17 County of Fresno, State of California 18 19 By. Deputy 20 21 For accounting use only: 22 Org No.: 2540, 1188, 4510 23 Account No.: 7295 24 Fund No. 0001, 0085, 0010 Subclass No.: 10000, 17408, 11000 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 Junk Masterz LLC 5 Jack Fi6fds, Owner 7 8 2570 S. Duke Ave Fresno, CA 93727 9 10 COUNTY OF FRESNO 11 12 Sal Quintero, Chairman of the 13 Board of Supervisors of the County of Fresno 14 15 Attest: 16 Bernice E. Seidel Clerk of the Board of Supervisors 17 County of Fresno, State of California 18 19 By: Deputy 20 21 For accounting use only: 22 Org No.: 2540, 1188, 4510 23 Account No.: 7295 24 Fund No. 0001, 0085, 0010 Subclass No.: 10000, 17408, 11000 25 26 27 28 1 The parties are signing this Master Agreement on the date stated in the introductory clause. 2 3 CONTRACTOR: 4 John's Demolition & Clean Up Services 5 John Flores 6 John Flores, Owner 7 8 615 J Street Mendota, CA 93640 9 COUNTY OF FRESNO 10 11 Sal Quintero, Chairman of the 12 Board of Supervisors of the County of Fresno 13 14 Attest: 15 Bernice E. Seidel Clerk of the Board of Supervisors 16 County of Fresno, State of California 17 18 By. Deputy 19 20 For accounting use only: 21 Org No.: 2540, 1188, 4510 22 Account No.: 7295 Fund No. 0001, 0085, 0010 23 Subclass No.: 10000, 17408, 11000 24 25 26 27 28 Exhibit A List of Contractors 1) Mid-Valley Disposal, Inc. Contact: Jay Fowler Phone: 559-567-0615 Email: jayfowler(a�midvalleydisposal.com Dispatch Address(es): 3444 W Whitesbridge Ave. Fresno, CA 93706 15300 W Jensen Ave. Kerman, CA 93630 2) Professional Asbestos Removal Corporation, d.b.a PARC Environmental Contact: Jeffrey Davis, Hazmat Division Manager Phone: 559-999-5431 Email: idavis(c-)_parcenvironmental.com Dispatch Address(es): 2864 E Dorothy Ave. Fresno, CA 93706 3) Mr. Clean Junk Removal Contact: Brice Havens Phone: (559) 462-6088 Email: mrcleanjunkremovalfresnop_gmail.com Dispatch Address(es): 3507 Carmelita Ave Clovis, CA 93619 4) Junk King Contact: Wes Burgess Phone: (559) 367-7043 Email: wes.burgessp_junk-king.com Dispatch Address(es): 2890 N Larkin Ave Fresno, CA 93727 5) Those Junk Movers Contact: Jiliberto Pimentel Phone: (559) 816-5167 Email: thoseiunkmoversCa-,)g mail.com Dispatch Address(es): 742 Valencia Ave Lemoore, CA 93245 6) Loyalty Hauling Services Contact: Chris Toledo Phone: (559) 213-2936 Email: loyaltylandscapehaulingpg mail.com Dispatch Address(es): 2957 E El Paso Fresno, CA 93720 7) 1-800-Got-Junk Contact: Megan Palomo Phone: (559) 981-4590 Email: mega n.palomo(a 1800gotjunk.com Dispatch Address(es): 1580 Menlo Suite B Clovis, CA 93611 8) Top Junk Contact: Jacob Espinoza Phone: (559) 797-7007 Email: iacobp_topiunkca.com Dispatch Address(es): 4051 N Valentine Ave Fresno, CA 93722 Exhibit A 9) Junk Masterz Contact: Jack Fields Phone: (559) 908-2189 Email: junkmasterz cC�yahoo.com Dispatch Address(es): 2570 S. Duke Ave Fresno, CA 93727 2465 S 11'" St Fresno, CA 93725 10) John's Demolition & Clean Up Services Contact: John Flores Phone: (559) 217-4393 Email: jdcs162(c�outlook.com Dispatch Address(es): 6861 Highway 145 Madera, CA 93637 615 J Street Mendota, CA 93640 Exhibit B Scope of Services The Scope of Services provided are for non-hazardous roadside waste removal from County- owned rights of ways, easements, and County-maintained roads. A. DESCRIPTION OF SERVICES: 1. Non-hazardous roadside waste removal services may include, but are not limited to, the following: identification, assessment, collection, containment, labeling, handling, packaging, storing, documenting, transporting, transferring, mitigating, remediating, and disposing of wastes, as described below, obtained from the public right of way in the relevant areas of the County that the Contractor's services have been requested. 2. Non-hazardous roadside waste includes but is not limited to the following: garbage, refuse, and rubbish. Waste in this category includes bulky waste such as couches, mattresses, miscellaneous furniture, large appliances, carpet rolls, scrap metal, cinder blocks, green waste, wood scraps, small quantities (10 or less) of discarded tires or remnants thereof, and other large waste not easily discarded, as well as other miscellaneous non-hazardous materials. B. SERVICE AVAILABILITY AND RESPONSE TIMES: 1. When requested by the County's Representative, each Contractor shall provide non- hazardous roadside waste removal and related services to the County according to the terms and conditions herein. Any work performed in connection with this Master Agreement by the Contractor shall be in a professional and workmanlike manner. Non- hazardous roadside waste removal services shall be consistent with the best practices of the industry and to the complete satisfaction of the County. 2. Contractor must be available to coordinate and respond to requests from the County by phone and/or email during normal business hours, defined as Monday through Friday, 8:OOam to 5:OOpm, excluding County holidays. Specific details regarding the nature of each request will be relayed at the time of each call and/or email. 3. All service requests must be acknowledged within one (1) hour. Onsite services must be initiated within forty-eight (48) hours and completed within a timeframe agreed upon between Contractor and County Representative, dependent on site severity, size, and types of waste. Services for requests sent to Contractors on Fridays must be initiated the next business day. C. CONTRACTOR RESPONSIBILITIES: 1. Each Contractor shall obtain and have in its possession all required permits and licenses to perform the services to be provided under this Master Agreement, and shall adhere to all applicable federal, state, county, and city laws, codes, rules, regulations, and ordinances in its performance and use of materials thereof. All permits and licenses shall be maintained in active and current status by each Contractor throughout the entire term of this Master Agreement. Contractors shall ensure that any Subcontractors shall have in their possession all required permits and licenses when performing any services pursuant to this Master Agreement. Permits and licenses of each Subcontractor shall be active and current whenever the Contractor engages the services of the Subcontractor and during the Subcontractor's performance of any work pursuant to this Master Agreement. 2. Each Contractor shall obtain and have in possession all of the personnel, energy sources, equipment, materials, training, and any item(s) necessary to perform the services herein specified to industry standards and to the complete satisfaction of the County. Contractor shall list and provide all required local, state, and federal Exhibit B identification numbers, licenses, and permits related to the removal of non-hazardous roadside waste. Contractors shall be responsible for maintaining knowledge of any and all changes to applicable laws and regulations. 3. Contractor shall coordinate and schedule work with the County so that any interruption to normal business operations of the County shall be kept to a minimum. 4. All work must be approved and authorized in writing by the County Representative prior to commencement of any work. 5. Any damage to public right of way, public streets, County-owned property, sidewalks, or easements resulting from the performance of this contract shall be repaired to the County's satisfaction at the Contractor's expense. 6. County does not assume liability for spills or other release of wastes which are caused by the Contractor once waste materials are in the possession of the Contractor or transported off-site. 7. Contractor shall identify and segregate all unknown wastes. If a Contractor responds to a request from the County that, upon initial assessment, appears to contain hazardous, specialized, or medical waste, and/or for which the Contractor does not possess the necessary resources and/or licenses to properly dispose of, Contractor shall immediately notify the County Representative. 8. Contractor will be required to provide the County with certificates signed under penalty of perjury certifying the method of treatment and location of recycling, treatment, neutralization, transformation, destruction and/or other disposal. Such certificates shall be provided to the County if/when requested. 9. Contractors shall be responsible for submitting timely reports to the County, including pictures of completed work, and any other information necessary to assess completion and quality of the work performed. The method, format, and frequency of reporting will be determined by the County and is subject to change at any time. Exhibit C Compensation Contractors will be compensated for performance of their services under this Master Agreement as provided in this Exhibit C. Rates below, in Sections B-C, are all-inclusive hourly rates to perform the services, which include but are not limited to, all personnel/labor, equipment, materials, and any other expenses necessary to perform the services, with the exception of items outlined in Section DA-D.2, below. The Contractors are not entitled to any compensation except as expressly provided in this Exhibit C. A. Prevailing Wage— Prevailing wage applies to these services. Contractors are responsible for ensuring compliance with all applicable federal, state, and local laws and regulations governing prevailing wage, including but not limited to those described in Section 1.9 of this Master Agreement. B. Service Area - East of Highway 99 Contractor Name Year I Year 2 Year 3 Year 4 Year 5 Mr. Clean Junk Removal $350 $400 $450 $500 $550 Dispatch Address: 3507 Carmelita Ave. Clovis, CA 93619 # of Staff: 2 Equipment: 1 Truck, 1 Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Junk Kin $180 $190 $200 $210 $220 Dispatch Address: 2890 N. Larkin Ave. Fresno, CA 93727 # of Staff: 1 Equipment: 1 Dump Truck Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 PARC $268.70 $279.45 $290.63 $302.25 $314.34 Dispatch Address: 2864 E. Dorothy Ave. Fresno, CA 93706 # of Staff: 2 Equipment: 1 (2-ton) Gear Truck, 1 (16 cubic yard) Dump Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Mid Valley $247.50 $272.25 $299.48 $329.42 $362.36 Dispatch Address: 3444 W. Whitesbridge Ave. Fresno, CA 93706 # of Staff: 1-2 Equipment: 1 Truck or 1 Truck and 1 Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Those Junk Movers $350 $413 $454 $500 $550 Dispatch Address: 742 Valencia Ave. Lemoore, CA 93245 # of Staff: 1-2 Equipment: 1 Truck, 1 Dump Trailer Page 1 of 5 Exhibit C Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Loyalty Hauling Services $325 $375 $425 $475 $525 Dispatch Address: 2957 E. El Paso Fresno, CA 93720 # of Staff: 1 Equipment: 1 Truck, 1 Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 1-800-Got-Junk $93 $98 $103 $108 $108 Dispatch Address: 1580 Menlo Suite B Clovis, CA 93611 #of Staff: 2 Equipment: 1 Dump Truck Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Top Junk $40 $42 $44 $46 $48 Dispatch Address: 4051 N. Valentine Ave. Fresno, CA 93722 #of Staff: 1 Equipment: 1 Dump Truck Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Junk Masterz $250 $250 $250 $250 $250 Dispatch Address: 2570 S. Duke Ave. Fresno, CA 93727 # of Staff: 2 Equipment: 2 Trucks, 2 Trailers Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 John's Demolition & Clean Up $215 $225 $235 $245 $255 Services Dispatch Address: 6861 Highway 145 Madera, CA 93637 # of Staff: 2 Equipment: 1 Truck, 1 (17-yard) Trash Bin C. Service Area—West of Highway 99 Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Mr. Clean Junk Removal $350 $400 $450 $500 $550 Dispatch Address: 3507 Carmelita Ave. Clovis, CA 93619 # of Staff: 2 Equipment: 1 Truck, 1 Trailer Page 2 of 5 Exhibit C Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Junk Kin $180 $190 $200 $210 $220 Dispatch Address: 2890 N. Larkin Ave. Fresno, CA 93727 # of Staff: 1 Equipment: 1 Dump Truck Contractor Name Year 1 Year 2 I Year 3 Year 4 Year 5 PARC $268.70 $279.45 1 $290.63 $302.25 $314.34 Dispatch Address: 2864 E. Dorothy Ave. Fresno, CA 93706 # of Staff: 2 Equipment: 1 (2-ton) Gear Truck, 1 (16 cubic yard) Dump Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Mid Valley $209.00 $229.90 $252.89 $278.18 $306.00 Dispatch Address: 15300 W. Jensen Ave. Kerman, CA 93630 # of Staff: 1-2 Equipment: 1 Truck or 1 Truck and 1 Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Those Junk Movers $350 $413 $454 $500 $550 Dispatch Address: 742 Valencia Ave. Lemoore, CA 93245 # of Staff: 1-2 Equipment: 1 Truck, 1 Dump Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Loyalty Hauling Services $325 $375 $425 $475 $525 Dispatch Address: 2957 E. El Paso Fresno, CA 93720 #of Staff: 1 Equipment: 1 Truck, 1 Trailer Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 1-800-Got-Junk $93 $98 $103 $108 $108 Dispatch Address: 1580 Menlo Suite B Clovis, CA 93611 # of Staff: 2 Equipment: 1 Dump Truck Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Top Junk $40 $42 $44 $46 $48 Dispatch Address: 4051 N. Valentine Ave. Fresno, CA 93722 #of Staff: 1 Equipment: 1 Dump Truck Page 3 of 5 Exhibit C Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 Junk Masterz $250 $250 $250 $250 $250 Dispatch Address: 2465 S. 11th Street Fresno, CA 93725 #_of Staff: 2 Equipment: 2 Trucks, 2 Trailers Contractor Name Year 1 Year 2 Year 3 Year 4 Year 5 John's Demolition & Clean Up $215 $225 $235 $245 $255 Services Dispatch Address: 615 J Street Mendota, CA 93640 #of Staff: 2 Equipment: 1 Truck, 1 (17-yard) Trash Bin D. The hourly rates above do not include mileage, disposal fees, and mandatory taxes, when applicable. These costs are reimbursable only when incurred in the performance of work under this Master Agreement. The costs described below are subject to change. Contractors are responsible for verifying and charging the County appropriate rates. Reimbursement is subject to verification of appropriate documentation to substantiate the expense. 1. Mileage—Mileage shall be billed from portal to portal, beginning at the Contractor's dispatch site, to the service request site dictated by the County Representative, then to the American Avenue Disposal Site (AADS) or an approved disposal site/transfer station and back to the Contractor's dispatch site. There may be instances where a Contractor is dispatched to multiple service sites within a day and it may be more time and cost-effective to include mileage between these multiple service sites. This shall only be done with advance written approval from the County Representative or their designee and when done, shall be clearly detailed on the monthly invoice, including each service site location and actual miles traveled. Mileage shall only be reimbursed for work performed under this Master Agreement. Billing the County for additional stops related to non-County work is not allowable. Mileage shall be billed at IRS mileage rates in effect during the time services were provided. 2. Disposal Fees—Contractors must dispose of waste at the AADS or an approved transfer/specialty waste station, within the geographical service area they are dispatched to serve. Disposal fees shall be reimbursed for actual costs incurred, pending receipt and verification of appropriate documentation from the AADS or approved disposal/transfer station. Disposal fees shall only be reimbursed for items encountered in the course of work performed under this Master Agreement. Disposal fees must match published fees in effect as of the date of the disposal. Below is a non-exhaustive list of acceptable disposal/transfer stations. This list is subject to change. a) American Avenue Disposal Site—Kerman https://www.co.fresno.ca.us/departments/public-works-planning/divisions-of- public-works-and-planning/resources-and-parks-division/landfill-operations Page 4 of 5 Exhibit C b) Cedar Avenue Recycling and Transfer Station (CARTS) - Fresno https://www.cagliaenvironmental.com/disposal-costs c) ReCyCO Inc- Fresno Cash For Trash J Fresno, CA I Recyco Inc. (recycofresno.com) d) Waste Management—Fresno https://www.wmsoIutions.com/locations/details/id/758 e) Republic Services— Fresno https://www.republicservices.com/municipality/fresno-county-ca f) Mid Valley Disposal— Fresno, Kerman, Visalia https://www.midvalleydisposal.com/drop-off-locations/ g) Kings Waste and Recycling Authority— Hanford https://www.countyofkings.com/departments/outside-agencies/kings-waste- and-recycling-authority h) Visalia Landfill—Visalia https://www.visaIia.citV/depts/public works/solid waste/solid waste program s/construction n demolition /landfills.asp i) Avenal Landfill—Avenal https://www.wasteconnections.com/avenal-landfill/ Page 5 of 5 Exhibit D 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). Exhibit D (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 Exhibit D Corporations Code § 5233 (a) (5)Authorized Signature Signature: Date: Exhibit E Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, 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. 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (B) 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 Exhibit E possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VI I. (C) 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 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. (D) 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. (E) 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. (F) 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. (G)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.