HomeMy WebLinkAboutC-5275 - Agreement for Refuse Container Collection ServicesAMENDMENT NO. FOUR TO
SERVICES AGREEMENT
WITH ROBERT'S WASTE & RECYCLING FOR
REFUSE CONTAINER COLLECTION SERVICES
THIS AMENDMENT NO. FOUR TO SERVICES AGREEMENT ("Amendment No.
Four") is made and entered into as of this 23rd day of October, 2018 ("Effective Date"),
by and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and ROBERT'S WASTE & RECYCLING, a California corporation
("Contractor"), whose address is P.O. Box: 10610, Santa Ana, California 92711, and is
made with reference to the following:
RECITALS
A. On November 13, 2012, City and Contractor entered into a Services Agreement
("Agreement") to engage Contractor to perform regularly scheduled maintenance
and repair services for Refuse Container Collection Services ("Project").
B. On February 27, 2017, City and Contractor entered into Amendment No. One to
the Agreement ("Amendment No. One") to reflect additional services not previously
included in the Agreement, to increase the total compensation, update
indemnification language, update the notices section, and to update insurance
language.
C. On January 7, 2018, City and Contractor entered into Amendment No. Two to the
Agreement ("Amendment No. Two") to extend the term of the Agreement to June
30, 2018.
D. On May 29, 2018, City and Contractor entered into Amendment No. Three to the
Agreement ("Amendment No. Three") to extend the term of the Agreement to
December 31, 2018.
E. The parties desire to enter into this Amendment No. Four to extend the term of the
Agreement to February 28, 2019.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on January 7, 2013 ("Effective
Date"), and shall terminate on February 28, 2019, unless terminated earlier as set forth
herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTOR
t07�Y`SOFFICE
Date:
�0r:Aaron C. Harp Nlu��c�•�g
City Attorney
ATTEST: //,
Date:
By:
Leilani 1. :.
City Clerk
Nq
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
.• 9/341 P8 �� W
Marshall "Duffy" Duffield
Mayor
CONTRACTOR: ROBERT'S WASTE &
RECYCLING, a j Qalifornia corporation
Date: I
By:
Jesus Roberto
President
Date:
--k—/q- &— -
Aurelia Roberto
Treasurer
[END OF SIGNATURES]
Robert's Waste & Recycling Page 2
THIS AMENDMENT NO. THREE TO SERVICES AGREEMENT ("Amendment No.
Three") is made and entered into as of this 29th day of May, 2018 ("Effective Date"), by
and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and ROBERT'S WASTE & RECYCLING, a California corporation
("Contractor"), whose address is P.O. Box: 10610, Santa Ana, California 92711, and is
made with reference to the following:
RECITALS
A. On November 13, 2012, City and Contractor entered into a Services Agreement
("Agreement") to engage Contractor to perform regularly scheduled maintenance
and repair services for Refuse Container Collection Services ("Project").
B. On February 27, 2017, City and Contractor entered into Amendment No. One to
the Agreement ("Amendment No. One") to reflect additional services not previously
included in the Agreement, to increase the total compensation, update
indemnification language, update the notices section, and to update insurance
language.
C. On January 7, 2018, City and Contractor entered into Amendment No. Two to the
Agreement ("Amendment No. Two") to extend the term of the Agreement to June
30, 2018.
D. The parties desire to enter into this Amendment No. Three to extend the term of
the Agreement to December 31, 2018.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on January 7, 2013 ("Effective
Date"), and shall terminate on December 31, 2018, unless terminated earlier as set forth
herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
N
AMENDMENT NO. THREE TO
SERVICES AGREEMENT
V
WITH ROBERT'S WASTE & RECYCLING FOR
REFUSE CONTAINER COLLECTION SERVICES
THIS AMENDMENT NO. THREE TO SERVICES AGREEMENT ("Amendment No.
Three") is made and entered into as of this 29th day of May, 2018 ("Effective Date"), by
and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and ROBERT'S WASTE & RECYCLING, a California corporation
("Contractor"), whose address is P.O. Box: 10610, Santa Ana, California 92711, and is
made with reference to the following:
RECITALS
A. On November 13, 2012, City and Contractor entered into a Services Agreement
("Agreement") to engage Contractor to perform regularly scheduled maintenance
and repair services for Refuse Container Collection Services ("Project").
B. On February 27, 2017, City and Contractor entered into Amendment No. One to
the Agreement ("Amendment No. One") to reflect additional services not previously
included in the Agreement, to increase the total compensation, update
indemnification language, update the notices section, and to update insurance
language.
C. On January 7, 2018, City and Contractor entered into Amendment No. Two to the
Agreement ("Amendment No. Two") to extend the term of the Agreement to June
30, 2018.
D. The parties desire to enter into this Amendment No. Three to extend the term of
the Agreement to December 31, 2018.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on January 7, 2013 ("Effective
Date"), and shall terminate on December 31, 2018, unless terminated earlier as set forth
herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S FFICE
Date: l V/9
By:�
Aaron C. Harp aM or11cIIrr
City Attorney
ATTEST: I _'� I v
Date: � o
r
By: D - o - '�--
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: %,114- 1�
By: It ✓r
Dave
City Manager
CONTRACTOR: ROBERT'S WASTE &
RECYCLIN(�,Qilifornia corporation
Date: G-, �JJ
By: ;
J us R66erto
President
Date:2—�
By:
Aurelia Roberto
Treasurer
[END OF SIGNATURES]
Robert's Waste & Recycling Page 2
AMENDMENT NO. TWO TO
SERVICES AGREEMENT
WITH ROBERT'S WASTE & RECYCLING FOR
REFUSE CONTAINER COLLECTION SERVICES
THIS AMENDMENT NO. TWO TO SERVICES AGREEMENT ("Amendment No.
Two") is made and entered into as of this 7th day of January, 2018 ("Effective Date"), by
and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and ROBERT'S WASTE & RECYCLING, a California corporation
("Contractor"), whose address is P.O. Box 10610, Santa Ana, California 92711, and is
made with reference to the following:
RECITALS
A. On November 13, 2012, City and Contractor entered into a Services Agreement
("Agreement") for Contractor to perform regularly scheduled maintenance and
repair services for Refuse Container Collection Services ("Project").
B. On February 27, 2017, City and Contractor entered into Amendment No. One to
the Agreement ("Amendment No. One") to reflect additional services not included
in the Agreement, to increase the total compensation, update indemnification
language, update the notices section, and update insurance language.
C. The parties desire to enter into this Amendment No. Two to extend the term of the
Agreement to June 30, 2018.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on January 7, 2013 ("Effective
Date"), and shall terminate on June 30, 2018, unless terminated earlier as set forth
herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 7/rz iG,
AO -
City A
Harp \ (/"M 07.1131IT
ATTEST:
Date: p(
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Marshall "D y" Duffi Id
Mayor
CONTRACTOR: Robert's Waste &
Recycling, a California corporation
Date:
Signed in Counterpart
By:
Jesus Roberto
President
Date:
Signed in Counterpart
Aurelia Roberto
Treasurer
[END OF SIGNATURES]
Robert's Waste and Recycling Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: Pli < 1 1,9,
By- I/
Aare 6b,, Harp'
City Attorney-__
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
C* A% "_ 113 11 �
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Marshall "Duffy" Duffield
Mayor
CONTRACTOR: Robert's Waste &
Recyclinp, a/ Califoqnia corporation
Date:
By, ----
Jesus Roberto
President
Date: ___
_V__L1 J4
By
Aurelia Roberto
Treasurer
[END OF SIGNATURES]
Robert's Waste and Recycling Page 2
AMENDMENT NO. 1 TO
SERVICES AGREEMENT
WITH ROBERT'S WASTE & RECYCLING FOR
REFUSE CONTAINER COLLECTION SERVICES
THIS AMENDMENT NO. 1 TO SERVICES AGREEMENT ("Amendment No. 1")
is made and entered into as of this 27th day of February, 2017 ("Effective Date"), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("City"), and ROBERT'S WASTE & RECYCLING, a California corporation
("Contractor'), whose address is 930 E. Walnut Street, Santa Ana, CA 92701 and is made
with reference to the following:
RECITALS
A. On November 12, 2013, City and Contractor entered into a Services Agreement
("Agreement") Contract to perform regularly scheduled maintenance and repair
services for Refuse Container Collection Services ("Project").
B. The parties desire to enter into this Amendment No. 1 to reflect additional services
not included in the Agreement, to increase the total compensation, update
indemnification language, update the notices section, and update insurance
language.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be amended in its entirety to include the Scope
of Services, attached hereto as Exhibit A-1 and incorporated herein by reference
("Services" or "Work). The City may elect to delete certain Services within the Scope of
Services at its sole discretion.
2. COMPENSATION TO CONTRACTOR
Exhibit B to the Agreement shall be amended in its entirety to include the Schedule
of Billing Rates, attached hereto as Exhibit B-1 and incorporated herein by reference
("Services" or "Work").
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Contractor for the Services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of Billing Rates
attached hereto as Exhibit B-1 and incorporated herein by reference. Contractor's
compensation for all Services performed in accordance with this Agreement, including all
reimbursable items and subcontractor fees, shall not exceed Two Hundred Fifty
Thousand Dollars and 00/100, per calendar year ($250,000.00 per calendar year),
without prior written authorization from City. No billing rate changes shall be made during
the term of this Agreement without the prior written approval of City."
CC -0
The total amended compensation reflects Contractor's additional compensation for
additional Services to be performed in accordance with this Amendment No. 1, including
all reimbursable items and subcontractor fees, in an amount not to exceed Fifty
Thousand Dollars and 001100 ($50,000.00).
3. RESPONSIBILITY FOR DAMAGES OR INJURY
Section 8.3 shall be amended in its entirety and replaced with the following:
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Contractor's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
4. NOTICES
Section 23 of the Agreement shall be amended in its entirety and replaced with the
following:
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
23.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Operations Support Superintendent
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
Robert's Waste and Recycling, Inc. Page 2
23.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Maria Negrete
Robert's Waste & Recycling, Inc.
P.O. Box 10610
Santa Ana, CA 92711
6. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C-1, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C-1 attached hereto.
7. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Robert's Waste and Recycling, Inc. Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:_a.122-Zl 7
•. •
City Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 3�l'1 I\k,
By:
Dave i
dm City Manager
By: z&- I Nwvl�
Leilani I. Brown
City Clerk
Attachments
CONTRACTOR: Robert's Waste &
Recycling. ��,1 a California corporation
Date: � 1
By:
14iTs Rob rto
President
Date: v
By:
Aurelia Roberto
Treasurer
[END OF SIGNATURES]
Exhibit A-1 - Scope of Services
Exhibit B-1 - Schedule of Billing Rate:
Exhibit C-1 - Insurance Requirements
Robert's Waste and Recycling, Inc. Page 4
EXHIBIT A-1
SCOPE OF SERVICES
Robert's Waste and Recycling, Inc. Page A-1
1. SCOPE OF SERVICES: PROJECT OVERVIEW
City of Newport Beach staff maintains and collect waste from a total of 868 refuse containers located
throughout the City at beach areas, in parks, at bus stops and various other locations. These refuse
containers require collection on a pre -determined schedule which varies between the summer period
(from Memorial Dav to Labor Day) and non -summer period. Traditionally, the aforementioned summer
period comprises 17 weeks out of the calendar year, with the non -summer period comprising the
remaining 35 weeks. Appendix B in this solicitation provides a comprehensive listing of refuse container
collection sites and frequencies. Refuse containers are 44 -gallon capacity, Rubbermaid "Brute" -
equivalent containers, or various decorative containers.
2. SCOPE OF SERVICES: MINIMUM CONTRACTOR REQUIREMENTS
The following is a list of minimum requirements that Contractors must be able to fulfill in potentially
providing the City of Newport Beach with refuse container collection services:
2.1 Contractor shall demonstrate a minimum of three (3) years of experience in providing
refuse container collection services;
2.2 Contractor shall obtain a City of Newport Beach Business License prior to the
commencement of the Project;
2.3 Contractor shall maintain insurance coverage limits fulfilling the insurance
requirements detailed in the Draft Agreement (Appendix A) prior to the
commencement of the Project;
2.4 Contractor shall obtain a Faithful Performance Bond covering an amount equal to six (6)
months of the proposed first year annual price for performance of Work described herein;
2.5 Contractor's personnel assigned to this Project shall wear Contractor -assigned uniforms
at all time during the performance of Work;
2.6 Contractor's personnel assigned to this Project shall operate vehicles used in the
performance of Work in a safe, courteous and legal manner at all times; and
2.7 Contractor does not need to hold a City Solid Waste Franchise.
3. SCOPE OF SERVICES: CONTRACTOR RESPONSIBILITIES/PROVISIONS
3.1 Contractor shall furnish all labor, equipment, materials and supervision to perform services
described herein including, but not limited to, the following:
3.1.1 Collect refuse from City refuse containers and properly dispose of any and all refuse;
3.1.2 Clean any and all litter on or around refuse containers;
3.1.3 Collect any and all bags containing refuse left on or around refuse containers;
3.1.4 Immediately notify the City of any damaged refuse containers and/or lids; and
3.1.5 Immediately notify the City of any hazardous materials or oversized items left on or
around refuse containers that cannot be immediately collected.
3.2 Contractor shall strictly adhere to refuse container collection schedules and frequencies as
described in Appendix B.
3.3 Working hours for the performance of Work shall be from 5:00 A.M. to 1:30 P.M. for all City
designated high priority locations on scheduled collection days. Work may not be performed
outside of these designated hours, unless previously agreed upon by the Project Administrator.
3.4 Refuse containers located on any of the City's piers shall be collected by Contractor using
vehicles no longer than twenty feet (20') in length and three (3) tons in weight.
3.5 Prior to Contract award, Contractor shall coordinate with City to develop a specific daily route
schedule for refuse container collections. City must approve the final route schedule prior to
Project commencement. City also reserves the right to alter any and all daily route schedules.
3.6 Contractor shall conduct monthly meetings with the City's designated Project manager in order
to provide Project updates and receive direction from the City.
3.7 Certain collection sites and/or facilities may require Work to be performed in and around areas
containing sand.
3.8 Contractor shall be permitted to dump refuse from City containers at the Transfer Station
located at the City of Newport Beach Corporation Yard. Transfer station hours of operation are
Monday thru Friday 6:30 A.M. to 3:00 P.M. and Saturdays 6:30 A.M. to 10:00 A.M.
3.8.1 In the event the Transfer Station at the City of Newport Beach Corporation Yard
ceases operation, it shall be the sole responsibility of Contractor to arrange for an
alternate refuse dump location. Should these events transpire, it is the City's
expectation that an Agreement renegotiation may be in order. The City shall have
sole discretion in authorizing any potential Agreement amendments reflecting
potential added costs that this relocation incurs.
3.9 Contractor shall provide liners and/or bags for all refuse containers comprising this Project.
Liners and/or bags shall fit a 44 -gallon container, be of 19 -micron thickness and be of a neutral
color (e.g. black, gray, clear, dark blue, etc.) that must be approved by the City prior to use.
3.10 Contractor shall provide these Services 365 days per year, although on a modified schedule on
the following City -observed holidays: New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Veteran's Day, Thanksgiving (including the following Friday),
Christmas Eve, Christmas Day and New Years Eve.
4. SCOPE OF SERVICES: CITY RESPONSIBILITIES/PROVISIONS
4.1 City shall provide, repair, replace and hold ownership over any and all refuse containers and/or
lids comprising this Project.
4.2 City shall provide a designated Project Manager which shall serve as the primary point of
contact for Contractor.
4.3 City shall authorize any and all daily routing schedules developed by Contractor.
4.4 City reserves the right to negotiate with Contractor for Agreement pricing adjustments in the
event refuse containers are added or removed from the current roster of containers.
4.5 Traditionally, the aforementioned summer period comprises 17 weeks out of the calendar year,
with the non -summer period comprising the remaining 35 weeks. The City reserves the right to
extend the summer period depending on climate conditions or public demand.
5. SCOPE Of SERVICES: CONTRACTOR DELIVERABLES
5.1 Contractor shall invoice the City on a monthly basis for Work performed the preceding month.
5.2 Invoices shall be billed by each area as indicated in Appendix B.
5.3 Attached with all invoices, Contractor shall also provide City with a written activity report on a
monthly basis containing, at a minimum, the following information:
5.3.1 Summary of areas in which refuse was overflowing from refuse containers;
5.3.2 Summary of damaged refuse containers and/or lids reported; and
5.3.3 A copy of the daily routing schedule for the preceding month.
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EXHIBIT B-1
SCHEDULE OF BILLING RATES
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EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City,
and prior to commencement of Work, Contractor shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Contractor agrees to provide insurance in accordance with
requirements set forth here. If Contractor uses existing coverage to comply
and that coverage does not meet these requirements, Contractor agrees to
amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers, employees, and
any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services
contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial
general liability insurance and, if necessary, umbrella liability insurance,
with coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising
injury, and liability assumed under an insured contract (including the tort
liability of another assumed in a business contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or
Robert's Waste and Recycling, Inc. Page C-1
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in
legal control of the property upon which Contractor performs the Project
and/or Services contemplated by this Agreement or shall specifically
allow Contractor or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss.
Contractor hereby waives its own right of recovery against City, and shall
require similar written express waivers from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability,
and automobile liability, if required, shall provide or be endorsed to
provide that City, its City Council, boards and commissions, officers,
agents, volunteers, employees, and any person or entity owning or
otherwise in legal control of the property upon which Contractor
performs the Project and/or Services contemplated by this Agreement
shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or
self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which
ten (10) calendar days notice is required) or nonrenewal of coverage for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage.
Insurance certificates and endorsement must be approved by City's Risk
Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of
this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
Robert's Waste and Recycling, Inc. Page C-2
insurance required by giving Contractor sixty (60) calendar days
advance written notice of such change. If such change results in
substantial additional cost to Contractor, City and Contractor may
renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Contractor shall require and verify that
all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Contractor maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall
be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared
to and approved by City. City reserves the right to require that self-
insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Contractor's right to proceed
until proper evidence of insurance is provided. Any amounts paid by
City shall, at City's sole option, be deducted from amounts payable to
Contractor or reimbursed by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Robert's Waste and Recycling, Inc. Page C-3
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Contractor's Insurance. Contractor shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and
prosecution of the Work.
Robert's Waste and Recycling, Inc. Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 3/23/17 Dept./Contact Received From: Joan
Date Completed: 3/23/17 Sent to:
Company/Person required to have certificate:
Type of contract:
Joan By: Alicia
Robert's Waste & Recycling
Waste Hauler
L GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 8/24/16-8/24117
A.
INSURANCE COMPANY: Financial Pacific Insurance Company
B. AM BEST RATING (A-: VII or greater) A: XI
B.
AM BEST RATING (A-: VII or greater): A:XI
C.
ADMITTED Company (Must be California Admitted):
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1M or greater): What is limit provided?
INV2M+9M Umbrella
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
❑ NIA ❑ Yes ® No
H. NOTICE OF CANCELLATION:
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® NIA ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 8/24116-8124117
A. INSURANCE COMPANY: Financial Pacific Insurance Company
B. AM BEST RATING (A-: VII or greater) A: XI
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in Califomia?
® Yes ❑ No
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
1M+9M Umbrella
E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
❑ N/A ® Yes ❑ No
G. HIRED AND NON -OWNED AUTO ONLY:
❑ NIA ❑ Yes ® No
H. NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 6/26/16-6/26/17
A.
INSURANCE COMPANY: Everest National Insurance Company
B.
AM BEST RATING (A-: VII or greater): A+: XV
C.
ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
3/23/17
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $ ) ❑ N/A ® Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.
SERVICES AGREEMENT
WITH ROBERT'S WASTE & RECYCLING FOR
REFUSE CONTAINER COLLECTION SERVICES
�� THIS SERVICES AGREEMENT (" Agreement") is made and entered into as of
this AM day of November, 2012, by and between the CITY OF NEWPORT BEACH,
a California municipal corporation and charter city ( "City "), and ROBERT'S WASTE &
RECYCLING, a California corporation ( "Contractor "), whose principal place of business
is 930 Walnut Street, Santa Ana, CA 92701, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform regularly scheduled maintenance
and repair services for Refuse Container Collection Services ( "Project ").
C. Contractor has examined the location of all proposed work, carefully reviewed
and evaluated the specifications set forth by the City for the Project, and is
familiar with all conditions relevant to the performance of services and has
committed to perform all work required for the price specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows.
flemoff 4:7T1
The term of this Agreement shall commence on January 7, 2013 ( "Effective
Date "), and shall terminate on January 6, 2018, unless terminated earlier as set forth
herein.
2. SCOPE OF WORK
2.1 City and Contractor acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement. Contractor shall
perform all the work described in the Scope of Work attached hereto as Exhibit A and
incorporated herein by this reference ( "Services" or "Work "). As a material inducement
to the City entering into this Agreement, Contractor represents and warrants that
Contractor is a provider of first class work and Contractor is experienced in performing
the Work contemplated herein and, in light of such status and experience, Contractor
covenants that it shall follow the highest industry standards in performing the Work
required hereunder and that all materials will be of good quality. For purposes of this
Agreement, the phrase "highest industry standards" shall mean those standards of
practice recognized by one or more first -class firms performing similar work under
similar circumstances.
2.2 Contractor shall perform all Work required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and
all utility and transportation services necessary for the Project.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A. The failure by Contractor to strictly adhere to the schedule may
result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice to the other party within two (2) calendar days of the occurrence of the
delay so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than two
(2) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4. COMPENSATION
4.1 City shall pay Contractor for the Services on a time and expense not -to-
exceed basis, in accordance with the provisions of this Section and the Schedule of
Rates attached hereto as Exhibit B and incorporated herein by reference. No rate
changes shall be made during the term of this Agreement without the prior written
approval of the City. Contractors total compensation for Services performed in
accordance with this Agreement, including all reimbursable items, shall not exceed the
sum of Two Hundred Thousand Dollars and No /100 ($200,000.00) per calendar year,
without written amendment to the Agreement.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
and /or classification of employee who performed the Work, a brief description of the
Services performed and /or the specific task from the Scope of Work attached hereto to
which it relates, the date the Services were performed, the number of hours spent on all
Work billed on an hourly basis, and a description of any reimbursable expenditures.
City shall pay Contractor no later than thirty (34) days after approval of the monthly
invoice by City staff.
43 City shall reimburse Contractor only for those costs or expenses
specifically approved in the Scope of Work and Schedule of Rates attached hereto.
Unless otherwise approved, such costs shall be limited and include nothing more than
ROBERT'S WASTE & RECYCLING Page 2
the actual costs and /or other costs and /or payments specifically authorized in advance
in writing and incurred by Contractor in the performance of this Agreement.
4.4 Contractor shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means any work that is
determined by the Project Administrator to be necessary for the proper completion of
the Project, but which is not included within the Scope of Work and which the City and
Contractor did not reasonably anticipate would be necessary. Compensation for any
authorized Extra Work shall be paid in accordance with the Schedule of Rates set forth
in Exhibit B.
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Maria Negrete to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
key personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants this it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
This Agreement will be administered by the Municipal Operations Department.
Operations Support Superintendent Jim Auger or his designee shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator or designee shall represent City in all matters pertaining to the
Services to be rendered pursuant to this Agreement.
7. TYPE AND INSTALLATION OF MATERIALS /STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing
by the Project Administrator.
7.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
the Services required by this Agreement, and that it will perform all Services in a
manner commensurate with highest industry standards. All Services shall be performed
by qualified and experienced personnel who are not employed by City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the industry standard.
ROBERT'S WASTE & RECYCLING Page 3
7.3 Contractor represents and warrants to City that it has, shall obtain and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
7.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
8. RESPONSIBILITY FOR DAMAGES OR INJURY
8.1 City and all officers, employees and representatives thereof shall not be
responsible in any manner for any loss or damage to any of the materials or other things
used or employed in performing the Project or for injury to or death of any person as a
result of Contractor's performance of the Services required hereunder; or for damage to
property from any cause arising from the performance of the Project by Contractor, or
its subcontractors, or its workers, or anyone employed by either of them.
8.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause arising from Contractor's Work on the Project, or the
Work of any subcontractor or supplier selected by the Contractor.
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and/or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
8.4 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
ROBERTS WASTE & RECYCLING Page 4
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
8.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original
condition and former usefulness as soon as possible, and to protect public and private
property. Contractor shall be liable for any private or public property damaged during
the performance of the Work by Contractor or its agents.
8.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
8.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
9. INDEPENDENT CONTRACTOR
It is understood that City has retained Contractor as an independent contractor
and neither Contractor nor its employees are to be considered employees or agents of
the City. The manner and means of conducting the Work are under the control of
Contractor, except to the extent they are limited by statute, rule or regulation and the
express terms of this Agreement. No civil service status or other right of employment
shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed
to constitute approval for Contractor or any of Contractor's employees or agents, to be
the agents or employees of the City. Contractor shall have the responsibility for and
control over the means of performing the Work, provided that Contractor is in
compliance with the terms of this Agreement. Anything in this Agreement that may
appear to give City the right to direct Contractor as to the details of the performance of
the Work or to exercise a measure of control over Contractor shall mean only that
Contractor shall follow the desires of City with respect to the results of the Services.
10. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
11. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with the Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
12. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and progress
ROBERT'S WASTE & RECYCLING Page 5
of the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
13, INSURANCE
Without limiting Contractors indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
1. p6l.M.
14.1 Contractor shall obtain, provide and maintain at its own expense during
the term of this Agreement, a Faithful Performance Bond in the amount of Fifty Percent
(50 %) of the one year's total amount bid by Contractor as set forth in this Agreement in
the form attached hereto as Exhibit D which its incorporated herein by this reference.
14.2 The Faithful Performance Bond shall be issued by an insurance
organization or surety (1) currently authorized by the Insurance Commissioner to
transact business of insurance in the State of California, (2) listed as an acceptable
surety in the latest revision of the Federal Register Circular 570, and (3) assigned a
Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide: Property - Casualty.
14.3 The Contractor shall deliver, concurrently with execution of this Agreement,
the Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the
Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer
or Surety to transact surety insurance in the State of California.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50 %) or more of the voting power, or
twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Contractor shall be fully responsible to City for all acts and
omissions of any subcontractors. Nothing in this Agreement shall create any
contractual relationship between City and any subcontractor nor shall it create any
obligation on the part of City to pay or to see to the payment of any monies due to any
ROBERT'S WASTE & RECYCLING Page 6
such subcontractor other than as otherwise required by law.. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall riot be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, record, plan, document and other writing produced
(hereinafter "Documents "), prepared or caused to be prepared by Contractor, its
officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon prior written request.
18. CONFIDENTIALITY
All Documents, including drafts, notes and communications that result from the
Seances in this Agreement, shall be kept confidential unless City expressly authorizes
in writing the release of information.
19. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
20. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
ROBERT'S WASTE & RECYCLING Page 7
21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
22.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
23. NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
to City by Contractor and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States
mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices,
demands, requests or approvals from Contractor to City shall be addressed to City at:
Attn: Jim Auger, Operations Support Superintendent
Municipal Operations Department
CITY OF NEWPORT BEACH
3300 Newport Blvd.
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 718 -3477
23,2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Maria Negrete
ROBERT'S WASTE & RECYCLING
P.O. Box 54008
Irvine, CA 92619
Phone: 714 - 557 -2533
Fax: 714- 677 -2946
24. NOTICE OF CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under the Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement. Contractor's
ROBERT'S WASTE & RECYCLING Page 8
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for
payment. The Contractor and the City expressly agree that in addition to all claims filing
requirements set forth in the Agreement, the Contractor shall be required to file any
claim the Contractor may have against the City in strict conformance with the
Government Claims Act (Govt. Code §§ 900 et seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, the non - defaulting party may terminate the Agreement forthwith by giving
to the defaulting party written notice thereof.
25.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than thirty (30) calendar days prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all materials purchased and Documents created in
performance of this Agreement.
26. LABOR
26.1 Contractor shall conform with all applicable provisions of State and
Federal law including, but not limited to, applicable provisions of the Federal Fair Labor
Standards Act ( "FLSA ") (29 USCA § 201, et seq.).
26.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
26.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
26.4 To the fullest extent permitted by law, the Contractor shall indemnify,
defend, and hold harmless the City, its City Council, boards and commissions, officers,
agents, volunteers, and employees from loss or damage, including but not limited to
attorney's fees, and other costs of defense by reason of actual or alleged violations of
any applicable Federal, State and local labor laws or law, rules, and /or regulations. This
obligation shall survive the expiration and/or termination of the Agreement.
ROBERT'S WASTE & RECYCLING Page 9
27. STANDARD PROVISIONS
27.1 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted.
27.2 Waiver. A waiver by City of any term, covenant, or condition in the
Agreement shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, covenant or condition.
27.3 integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and Agreements of whatsoever kind or nature are merged
herein. No verbal Contract or implied covenant shall be held to vary the provisions
herein.
27.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits attached hereto, the terms of
this Agreement shall govern.
27.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
27.6 Effect of Contractor's Execution. Execution of this Agreement by
Contractor is a representation that Contractor has visited the Project Site, has become
familiar with the local conditions under which the Work is to be performed, and has
taken into consideration these factors in submitting its Project proposal and Scope of
Work.
27.7 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
27.8 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
27.9 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
27.10 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
ROBERT'S WASTE & RECYCLING Page 10
27.11 No Attorneys Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
27.12 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
ROBERT'S WASTE & RECYCLING Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT R EY'S OFFICE
Date:
Dlwt—�--
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:_ a `l0 - /--
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California puniyo--
pal corporation
Date: ////u
By:
N cy Gar
Mayor
CONTRACTOR: ROBERT'S WASTE &
RECYCLING,
a Californi �cor� ration
Date:
By: _
s Roberrtcv
resident
Date: i
By::
Silvestre Roberto
Vice President
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Work
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Exhibit D — Faithful Performance Bond
A 12-00729
ROBERT'S WASTE & RECYCLING Page 12
EXHIBIT A
SCOPE OF WORK
ROBERT'S .-
1. SCOPE OF SERVICES: PROJECT OVERVIEW
City of Newport Beach staff maintains and collect waste from a total of 786 refuse containers located
throughout the City at beach areas, in parks, at bus stops and various other locations. These refuse
containers require collection on a pre - determined schedule which varies between the summer period
(from Memorial Day to Labor Day) and non - summer period. Traditionally, the aforementioned summer
period comprises 15 weeks out of the calendar year, with the non - summer period comprising the
remaining 37 weeks. Appendix B in this solicitation provides a comprehensive listing of refuse container
collection sites and frequencies. Refuse containers are 44- gallon capacity, Rubbermaid "Brute" -
equivalent containers, or various decorative containers.
2. SCOPE OF SERVICES: MINIMUM CONTRACTOR REQUIREMENTS
The following is a list of minimum requirements that Contractors must be able to fulfill in potentially
providing the City of Newport Beach with refuse container collection services:
2.1 Contractor shall demonstrate a minimum of three (3) years of experience in providing
refuse container collection services;
2.2 Contractor shall obtain a City of Newport Beach Business License prior to the
commencement of the Project;
2.3 Contractor shall maintain insurance coverage limits fulfilling the insurance
requirements detailed in the Draft Agreement (Appendix A) prior to the
commencement of the Project;
2.4 Contractor shall obtain a Faithful Performance Bond covering an amount equal to six (6)
months of the proposed first year annual price for performance of Work described herein;
2.5 Contractor's personnel assigned to this Project shall wear Contractor- assigned uniforms
at all time during the performance of Work;
2.6 Contractor's personnel assigned to this Project shall operate vehicles used in the
performance of Work in a safe, courteous and legal manner at all times; and
2.7 Contractor does not need to hold a City Solid Waste Franchise,
3. SCOPE OF SERVICES: CONTRACTOR RESPONSIBILITIES/PROVISIONS
3.1 Contractor shall furnish all labor, equipment, materials and supervision to perform services
described herein including, but not limited to, the following:
3.1.1 Collect refuse from City refuse containers and properly dispose of any and all refuse;
3.1.2 Clean any and all litter on or around refuse containers;
3.1.3 Collect any and all bags containing refuse left on or around refuse containers;
3.1.4 Immediately notify the City of any damaged refuse containers and /or lids; and
3.1.5 Immediately notify the City of any hazardous materials or oversized items left on or
around refuse containers that cannot be immediately collected.
3.2 Contractor shall strictly adhere to refuse container collection schedules and frequencies as
described in Appendix B.
3.3 Working hours for the performance of Work shall be from 5:00 A.M. to 1:30 P.M. for all City
designated high priority locations on scheduled collection days. Work may not be performed
outside of these designated hours, unless previously agreed upon by the Project Administrator.
3.4 Refuse containers located on any of the City s piers shall be collected by Contractor using
vehicles no longer than twenty feet (20`) in length and three (3) tons in weight.
3.5 Prior to Contract award, Contractor shall coordinate with City to develop a specific daily route
schedule for refuse container collections. City must approve the final route schedule prior to
Project commencement. City also reserves the right to after any and all daily route schedules.
3.6 Contractor shall conduct monthly meetings with the City's designated Project manager in order
to provide Project updates and receive direction from the City.
3.7 Certain collection sites and /or facilities may require Work to be performed in and around areas
containing sand.
3.8 Contractor shall be permitted to dump refuse from City containers at the Transfer Station
located at the City of Newport Beach Corporation Yard. Transfer station hours of operation are
Monday thru Friday 6 :30 A.M. to 3:00 P.M. and Saturdays 6:30 A.M. to 10:00 A.M.
3.8.1 In the event the Transfer Station at the City of Newport Beach Corporation Yard
ceases operation, it shall be the sole responsibility of Contractor to arrange for an
alternate refuse dump location. Should these events transpire, it is the City's
expectation that an Agreement renegotiation may be in order. The City shall have
sole discretion in authorizing any potential Agreement amendments reflecting
potential added costs that this relocation incurs.
3.9 Contractor shall provide liners and /or bags for all refuse containers comprising this Project.
Liners and /or bags shall fit a 44- gallon container, be of 19- micron thickness and be of a neutral
color (e.g. black, gray, clear, dark blue, etc.) that must be approved by the City prior to use.
3.10 Contractor shall provide these Services 365 days per year, although on a modified schedule on
the following City - observed holidays: New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Veteran's Day, Thanksgiving (including the following Friday),
Christmas Eve, Christmas Day and New Year's Eve.
4. SCOPE OF SERVICES: CITY RESPONSIBILITIES /PROVISIONS
4.1 City shall provide, repair, replace and hold ownership over any and all refuse containers and /or
lids comprising this Project.
4.2 City shall provide a designated Project Manager which shall serve as the primary point of
contact for Contractor.
4.3 City shall authorize any and all daily routing schedules developed by Contractor.
4.4 City reserves the right to negotiate with Contractor for Agreement pricing adjustments in the
event refuse containers are added or removed from the current roster of containers.
4.5 Traditionally, the aforementioned summer period comprises 15 weeks out of the calendar year,
with the non - summer period comprising the remaining 37 weeks. The City reserves the right to
extend the summer period depending on climate conditions or public demand.
S. SCOPE OF SERVICES: CONTRACTOR DELIVERABLES
5.1 Contractor shall invoice the City on a monthly basis for Work performed the preceding month.
5.2 Invoices shall be billed by each area as indicated in Appendix B.
5.3 Attached with all invoices, Contractor shall also provide City with a written activity report on a
monthly basis containing, at a minimum, the following information:
5.3.1 Summary of areas in which refuse was overflowing from refuse containers;
5.3.2 Summary of damaged refuse containers and /or lids reported; and
53.3 A copy of the daily routing schedule for the preceding month.
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EXHIBIT B
SCHEDULE OF BILLING RATES
ROBERT'S WASTE & RECYCLING Page B -1
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EXHIBIT C
1. INSURANCE REQUIREMENTS — MAINTENANCE SERVICES
1.1 Provision of Insurance. Without limiting Contractor's indemnification of
City, and prior to commencement of Work, Contractor shall obtain, provide and maintain
at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
existing coverage to comply and that coverage does not meet these requirements,
Contractor agrees to amend, supplement or endorse the existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Contractor shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
1.3.1.1 Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, officials, employees and agents.
1.3.2 General Liability Insurance. Contractor shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate and two million dollars ($2,000,000) completed
operations aggregate. The policy shall cover liability arising from premises, operations,
products- completed operations, personal and advertising injury, and liability assumed
under an insured contract (including the tort liability of another assumed in a business
contract) with no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
1.3.3 Automobile Liability Insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Contractor arising out
of or in connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than one
million dollars ($1,000,000) combined single limit for each accident.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
ROBERT'S WASTE & RECYCLING Page CA
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Contractor or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Contractor
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subcontractors.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability (if required), shall provide or be endorsed to provide that City and
its officers, officials, employees, and agents shall be included as insureds under such
policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or self- insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of Insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
contract. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
1.5.2 City's Right to Revise Requirements. The City reserves the right at
any time during the term of this Agreement to change the amounts and types of
insurance required by giving the Contractor ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Contractor, the
City and Contractor may renegotiate Contractor's compensation.
1.5.3 Right to Review Subcontracts. Contractor agrees that upon
request, all contracts with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure of City to
request copies of such contracts will not impose any liability on City, or its employees.
1.5.4 Enforcement of Agreement Provisions. Contractor acknowledges
and agrees that any actual or alleged failure on the part of the City to inform Contractor
of non - compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
1.5.5 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
ROBERT'S WASTE & RECYCLING Page C -2
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
1.5.6 Self- insured Retentions. Any self- insured retentions must be
declared to and approved by City. City reserves the right to require that self- insured
retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be
considered to comply with these requirements unless approved by City.
1.5.7 City Remedies for Non Compliance If Contractor or any
subcontractor fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Contractors right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Contractor or reimbursed by Contractor upon
demand.
1.5.8 Timely Notice of Claims. Contractor shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no obligation or
liability by such notice, but has the right (but not the duty) to monitor the handling of any
such claim or claims if they are likely to involve City.
1.5.9 Contractor's Insurance. Contractor shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the Work.
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