Resolution No. 2012-081RESOLUTION.NO. 2012-81
A RESOLUTION -OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND CONSOLIDATED DISPOSAL SERVICE, LLC FOR
REFUSE COLLECTION, RECYCLING AND DISPOSAL SERVICES
WHEREAS, on February 1, 2011, the City Council of the City
of Vernon adopted Resolution No. 2011-12 authorizing the issuance of a
request for proposals for refuse collection, recycling and disposal
services for Vernon City Hall, City Apartments, Recycling Center,
Light & Power, Petrelli Electric, Fire Stations and City Housing (the
"Services"); and
WHEREAS, on June 21, 2011, the City Council of the City of
Vernon adopted Resolution No. 2011-100 accepting the bid of
Consolidated Disposal Service, LLC ("Consolidated") and approving the
execution of a services agreement with Consolidated to provide the
Services for a period of one year; and
WHEREAS, by a memorandum dated May 14, 2012, the Director of
Community Services & Water has recommended that the City renew the
agreement with Consolidated and enter into a services agreement with
Consolidated setting forth the terms and conditions under which
Consolidated will perform the Work (the "Agreement").
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with Consolidated Disposal Service, LLC, a copy
of which is attached hereto as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed Agreement to:
Consolidated Disposal Service, LLC
Attention: Kurt Bratton, Area President
12949 Telegraph Road
Santa Fe Springs, CA 90670
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions .of the Council of this City.
APPROVED AND ADOPTED this 5th day of June, 2012.
c q
Name: W'lliam J.-Davis
Title: Mayor Pro-Tem
- 2 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2012-81, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, June 5, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of June, 2012, at Vernon, California.
r (�i
llar G. ama u i, C ty Clerk
(SEAL)
- 3 -
EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CONSOLIDATED
DISPOSAL SERVICE, LLC FOR REFUSE COLLECTION, RECYCLING AND
DISPOSAL SERVICES
COVER PAGE
Contractor: Consolidated Disposal Service, LLC
Responsible Principal of Contractor: Russell F. Dix, General Manager
Notice Information - Contractor: Consolidated Disposal Service, LLC
12949 Telegraph Road
Santa Fe Springs, CA 90670
Attention: Russell F. Dix, General Manager
Phone: (562) 347-4055
Facsimile: (877) 540-8017
Notice Information - City:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Kevin Wilson, Director of
Community Services & Water
Telephone: (323) 583-881.1 ext. 245
Facsimile: (323) 826-1435
Commencement Date:
July 1, 2012
Termination Date:
July 1, 2013, unless extended pursuant to
Section 1
Consideration:
Total not to exceed $30,000.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period
Three (3) years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CONSOLIDATED
DISPOSAL SERVICE, LLC, FOR REFUSE COLLECTION, RECYCLING AND
DISPOSAL SERVICES
THIS AGREEMENT is made and entered into as of July 1, 2012 ("Effective Date"), by
and between the City of Vernon, a California charter City and JC�alifornia municipal corporation
("City'), and Consolidated Disposal Service, LLC, a G�Fi%ite liability company
("Contractor"). City and Contractor are collectively ref to�herein as the "Parties."
RECITALS
A. City desires to retain the services of an independent contractor to perform refuse
collection, recycling and disposal services for all City facilities and all residential properties
within the City as more fully set forth in the Scope of Work, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed,
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
2
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred'in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services,_ duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's.Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license. Except as provided herein
below, Contractor shall obtain and pay for all permits and licenses required by federal, state or
local law, rule or regulation. Costs for obtaining City licenses and permits required under this
Agreement shall be waived.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Reoresentations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
this Agreement; ii. is or becomes generally known to the public without violation of
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
Agreement. (c) The provisions of this section shall survive the termination of this
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Insoections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
0
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal Injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement worker§ compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Pollution Liability Insurance,
with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single
limit; and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall be Issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Bes('s Insurance Guide.
(h) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(i) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause Its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an additional insured
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
insured's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
(j) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Soecif!cations. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 1 Yz times the basic rate of pay.
Livina Wages. In addition, Contractor, or Subcontractor, if any, working
on City service contracts of any amount, as to all employees spending time on City contracts
shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City
contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request,
certif led payroll shall be provided to the City.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Assianment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 25. Assianment and Subcontractinc. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor Is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator shall provide written reasons for their decision. The arbitration decision shall be final
and binding on the Parties. Judgment on the award may be entered in any court having
jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be
permitted to access the court system to enforce any arbitration award. The exclusive
jurisdiction and venue under this Agreement shall be the Superior Court of California, Los
Angeles County.
Section 27. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 28. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 29. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified in writing and signed by both Parties.
Section 30. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by.either parry to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 31. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 33. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or.at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 34. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
10
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 35. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 36. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 37. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 38. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
11
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By:
Mayor / Mayor Pro-Tem
ATTEST:
Willard G. Yamaguchi, City Clerk
APPROVED AS TO FORM:
Willard G. Yamaguchi,
Chief Deputy City Attorney
Consolidated Disposal Service, LLC, a
JQa41GFr;ia limitgd liability compantV
/
By.G
Name:
Title:
r.,...._.. �_
Name: /4r77
Title: /'t/y4T'7
12
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform and complete the following services on behalf of City:
Scope of Work
All disposal and recycling services shall be provided to the following locations:
• 4305 Santa Fe Avenue: provide two (2) three (3) yard bins for recyclable materials
that shall be picked up one (1) time per week.
• 4305 Santa Fe Avenue: provide four (4) three (3) yard bins for regular trash debris
that shall be picked.up five (5) times per week, once per day, Monday — Friday (no later than
6:00 a.m.).
• 3376-3390 50`h Street: provide one (1) two (2) yard bin for recyclable materials that
shall be picked up one (1) time per week.
• 3376-3390 50'h Street: provide one (1) three (3) yard bin for regular trash debris that
shall be picked up one (1) time per week.
• 2221 East 55'h Street: provide three (3) forty (40) yard roll -off containers for regular
trash debris that shall be picked on an as needed basis.
• 2221 East 551h Street: provide one (1) forty (40) yard roll -off container for green waste
that shall be picked up on an as needed basis.
• 2221 East 55th Street: provide one (1) forty (40) yard roll -off container for waste tires
that shall be picked up on an as needed basis.
• 4990 Seville Avenue: provide one (1) three (3) yard bin for regular trash debris that
shall be picked up two (2) times per week.
• 2716 Leonis Blvd.: provide one (1) four (4) yard bin to be picked up two (2) times per
month for regular trash debris.
• 2323 East Vernon Avenue: provide one (1) three (3) yard bin for regular trash debris
to be picked up two (2) times per week.
• 2800 Soto Avenue: provide one (1) forty (40) yard roll -off container for regular trash
debris that shall be picked up on an as needed basis.
• City Housing (see below table for residential listings): provide one (1) sixty (60) gallon
trash can for regular trash debris to be picked up one (1) time per week.
• City Housing (see below table for residential listings): provide one (1) sixty (60) gallon
trash can for recyclable materials to be picked up one (1) time per week:
+ City Housing (see below table for residential listings): provide one (1) sixty (60) gallon
trash can for green waste to be picked up one (1) time per week.
• Fire Station 13375 Fruitland Avenue: provide two (2) three (3) yard bins for regular
trash debris to be picked up one (1) time per week.
• Fire Station 1 3375 Fruitland Avenue: provide one (1) three (3) yard bin for recyclable
materials to be picked up one (1) time per week.
• Fire Station 2 4301 Santa Fe Avenue: provide one (1) three (3) yard bin for regular
trash debris to be picked up one (1) time per week.
• Fire Station 2 4301 Santa Fe Avenue: provide two (2) 60 gallon containers for
recyclable materials to be picked up one (1) time per week.
• Fire Station 3 2800 Soto Avenue: provide two (2) three (3) yard bins for regular trash
debris to be picked up one (1) time per week.
• Fire Station 3 2800 Soto Avenue: provide one (1) three (3) yard bin for recyclable
materials to be picked up one (1) time per week.
• Fire Station 4 4530 Bandini Blvd.: provide one (1) three (3) yard bin for regular trash
debris to be picked up one (1) time per week.
• Fire Station 4 4530 Bandini Blvd.: provide two (2) 60 gallon containers for recyclable
materials to be picked up one (1) time per week.
Residential Units
Address
Type
3345 Fruitland Avenue
3-Bedroom Home
3349 Fruitland Avenue
2-Bedroom Home
3353 Fruitland Avenue
3-Bedroom Home
3357 Fruitland Avenue
3-Bedroom Home
3361 Fruitland Avenue
3-Bedroom Home
3365 Fruitland Avenue
2-Bedroom Home
3550 East Vernon Avenue
3-Bedroom Home
3560 East Vernon Avenue
2-Bedroom Home
4321 Furlong Place
3-Bedroom Home
4322 Furlong Place
3-Bedroom Home
4323 Furlong Place
2-Bedroom Home
4324 Furlong Place
2-Bedroom Home
4325 Furlong Place
2-Bedroom Home
4326 Furlong Place
2-Bedroom Home
4327 Furlong Place
2-Bedroom Home
4328 Furlong Place
2-Bedroom Home
4329 Furlong Place
3-Bedroom Home
4330 Furlong Place
3-Bedroom Home
All recyclable material collected at all City Facilities will be properly recorded so as to give the
City of Vernon as much diversion credits as possible. Consolidated Disposal Service will submit
to the City of Vernon an annual report showing all categories of materials collected throughout
the year by facility. One report will be sent to Community Services Department and another to
the Health and Environmental Control Department.
EXHIBIT B
EXHIBIT B
FEES
In consideration for monthly Services to be performed by Contractor, described in Exhibit A, City
agrees to pay Contractor the amount of One Thousand Three Hundred Four Dollars and
Thirty -Nine Cents ($1,304.39) per month for all City facilities and all residential properties within
the City pursuant to the Price Quotes provided by Contractor, a copy of which is attached hereto
and incorporated by reference as attached.
Contractor shall invoice the City on a monthly basis for Services provided under this Agreement.
Invoices shall include the period for which Services were provided, the dates of such Services,
and a description of the Services provided for that billing period. Each invoice shall include
copies of timesheets and other supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in
dispute shall be withheld until resolution.
Price Quotes -
City Hall
Item 1 — 4305 Santa Fe Avenue: two (2) three (3) yard bins to be picked up one (1) time per
week for recyclable materials.
Cost Per Month: No Charge
Item 2 — 4305 Santa Fe Avenue: four (4) three (3) yard bins to be picked up five (5) times per
week (Monday -Friday) for regular trash debris.
Cost Per Month: $682.55
City Apartments
Item 3 — 3376-3390 50th Street: one (1) two (2) yard container to be picked up one (1) time per
week for recyclable materials.
Cost Per Month: No Charae
Item 4 — 3376-3390 50th Street: one (1) three (3) yard bin to be picked up one (1) time per week
for regular trash debris.
Cost Per Month: $ 45.51
Recvclina Center
Item 5 — 2221 East 55'h Street: three (3) forty (40) yard roll -off containers to be picked up on an
as needed basis for regular trash debris.
Item 6 — 2221 East 55th Street: one (1) forty (40) roll -off container to be picked up on an as.
needed basis for green -waste materials.
Item 7 — 2221 East 55th Street: one (1) forty (40) yard roll -off container to be picked up on an as
needed basis for waste tires.
• Hauling Fee Per Load: $121.35
• Dumping Fee Per Ton: 46.73
Light & Power
Item 8 — 4990 Seville Avenue: one (1) three (3) yard bin to be picked up two (2) times per week
for regular trash debris.
Cost Per Month: $ 91.00
Item 9 — 2716 Leonis Blvd.: one (1) four (4) yard bin to be picked up two (2) times per month for
regular trash debris.
Cost Per Month: $121.32
Petrelli Electric
Item 10 — 2323 East Vernon Avenue: one (1) three (3) yard bin to be picked up two (2) times per
week for regular trash debris.
Cost Per Month: $ 91.00
Item 11 — 2800 Soto Street: one (1) forty (40) yard roll -off container to be picked up on an as
needed basis for regular trash debris.
• Hauling Fee Per Load: $ 55.75
• Dumping Fee Per Ton: 50.56
Fire Stations
Item 12 — Fire Station 1 3375 Fruitland Avenue: two (2) three (3) yard bins for regular trash
debris to be picked up one (1) time per week.
Cost Per Month: $ 91.00
Item 13 — Fire Station 1 3375 Fruitland Avenue: one (1) three (3) yard bin for recyclable
materials to be picked up one (1) time per week.
Cost Per Month: No Charae
Item 14 — Fire Station 2 4301 Santa Fe Avenue: one (1) three (3) yard bin to be picked up one
(1) time per week for regular trash debris.
Cost Per Month: $ 45.51
Item 15 — Fire Station 2 4301 Santa Fe Avenue: two (2) sixty (60) gallon containers to be picked
up one (1) time per week for recyclable materials.
Cost Per Month: No Charge
Item 16 — Fire Station 3 2800 Soto Avenue: two (2) three (3) yard bins to be picked up one (1)
time per week for regular trash debris.
Cost Per Month: $ 91.00
Item 17 — Fire Station 3 2800 Soto Avenue: one (1) three (3) yard bin to be picked up one (1)
time per week for recyclable materials.
Cost Per Month: No Charae
Item 18 — Fire Station 4 4530 Bandini Blvd.: one (1) three (3) yard bin to be picked up one (1)
time per week for regular trash debris.
Cost Per Month: $ 45.51
Item 19 — Fire Station 4 4530 Bandini Blvd.: two (2) sixty (60) gallon containers to be picked up
one (1) time per week for recyclable materials.
Cost Per Month: No Charge
Total Cost Per Month: $1,304.39
Citv Housina_(Sinale Familv Homes
Item A — (Please see list of addresses): one (1) 60-gallon can to be picked up one (1) time per
week for regular trash, debris.
Cost Per Month: $ 11.23
Item B — (Please see list of addresses): one (1) 60-gallon can to be picked up one (1) time per
week for recyclable materials.
Cost Per Month: No Charoe
Item C — (Please see list of addresses): one (1) 60- gallon can to be picked up one (1) time per
week for green waste.
Cost Per Month: No Charae
EXHIBIT C
EXHIBIT C
CHANGE ORDER
Exhibit C
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS
PROJECT: P.O. NO.
TO: CONTRACTOR
REQUESTED BY: Citv of Vernon
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the nnntrnm
Contract Amount (Base Bid) ...............................................
$
Amount of This Change Order
I .............................................
$
Amount of Previous Chan a OrdersI .........................................
$
Total Change Orders
I .....................................................
$
Modified Contract Amount
.............................................
$
By reason of this change order the time of
completion will be adiusted as follows:
Approved:
Date:
Director of Community Services & Water
Attest:
Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we, will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and
perform all services necessary for the work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
......,,.........,........o......,. ,....,a,.s Rev. 03/10
EXHIBIT D
EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Livina Waaes
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Dave Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of violating
employers.
CERTIFICATE OF SECRETARY
The undersigned, Vice President and Assistant Secretary of CONSOLIDATED
DISPOSAL SERVICE, L.L.C., a Delaware limited liability company (the "Company"),
hereby certifies that the following is a true and correct copy of the resolution which was
duly adopted by REPUBLIC SERVICES, INC., a Delaware corporation, the sole
member of the Company (the "Member") by written consent of the Member on July Is,
2011, that such resolution has not been rescinded, amended or modified in any respect,
and is in full force and effect on the date hereof:
RELATING TO SERVICES AGREEMENT
WITH THE CITY OF VERNON TO PROVIDE
REFUSE COLLECTION, RECYCLING AND DISPOSAL SERVICES
RESOLVED, that any individual at the time holding the position of Area
President, Area Controller, or General Manager be, and each of them hereby is, appointed
as an Authorized Agent, to act in the name and on behalf of the Company, in connection
with the day-to-day business activities of the Company, and further, in addition to the
foregoing positions, any Municipal Services Director or Area Municipal Services
Manager be, and each of them hereby is, appointed as an Authorized Agent to execute
any bid and proposal, and if awarded, any related contract for services to be performed by
the Company and any bond required by such bid, proposal or contract in accordance with
the existing Levels of Authority.
I further certify that FREDERICK P. FREUND holds the title of Area Controller and in
such capacity has full authority to act in the name and on behalf of the Company as set
forth in the foregoing resolution.
WITNESS MY HAND, this l I1h day of May, 2012.
fir,V-, U
W.T. Eggles , Jr., IV
Vice President and Assistant Secretary
L
•; State of California
,,.•'
Secretary of State
3-
�.,, .• STATEMENT OF INFORMATION
ti
(Limited Liability Company)
N
4-
e i
2 FILED
Filing Fee $20.00. If amendment, see Instructions.
IMPORTANT — READ INSTRUCTIONS BEFORE COMPLETING THIS FORM
ofew
Intlleof�the�stmoo
1. LINKED LIABILITY COMPANY NAME (Please do npl anarinamebDmDfimed.)
lftomla
Consolidated Disposal Service, LLC
FEB 17 2009
S
N
k Space For Filing Uas Ony
DUE DATE:
FILE NUMBER AND STATE OR PLACE OF ORGANIZATION
2. SECRETARY OF STATE FILE NUMBER
3. STATE OR PLACE OF ORGANIZATION
199817510088
Delaware
NO CHANGE STATEMENT
If there has been no change in any of the Information contained in the last Statement of Information fled with the Secretary of Slate, check
the box and proceed to Item 13.
If there have been any changes to the information contained in the last Statement of Information filed, or no Statement of Information has
been previously filed. this form must be completed in its entirely.
COMPLETE ADDRESSES FOR THE FOLLOWING (Do nol abbreviate the name of the city. Items 4 and 5 cannot be P.O. Boxes.)
4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CITYANDSTATE ZIP CODE
18500 North Allied Way Phoenix, Arizona 85054
S. CALIFORNULOFFICE WHERE RECORDS ARE MAINTAINED(DOMESTIC ONLY) CRY STATE ZIP CODE
CA
NAME AND COMPLETE ADDRESS OF THE CHIEF EXECUTIVE OFFICER, IF ANY
0. NAM AUUKhSS CRY AND STATE ZIP CODE
NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS, OR IF ONE HAVE BEEN APPOINTED OR ELECTED,
PROVIDE THE NAME AND ADDRESS OF EACH MEMBER Attach additional pages, 5 necease .
7. NAME ADDRESS CITY AND STATE ZIP CODE
Republic Services, Inc. (sole member) 18500 North Allied Way Phoenix, Arizona 85054
a NAME - ADDRESS CITY AND STATE ZIP CODE
9 NAME ADDRESS---^--.r.- CRY T ZIP CODE
W.AGENT
FOR SERVICE OF PROCESS (If the agent Is an individual, the agent must reside 11 ust be completed vAh a Callfomla
address. If the agent is a corporation, the agent must have on file with the California $acre of an to Corporalbns Code section
1505 and Item 11 must be left blank) - az
10. NAME OF AGENT FOR SERVICE OF PROCESS Q
CT CORPORATION SYSTEM P
11. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA IF AN INDIVIDUAL CI A R1( STATE ZIP CODE
CA
TYPE OF BUSINESS
12. DESCRIBE THE TYPE OF BUSINESS OF THE LIMITED LIABILITY COMPANY
non -hazardous solid waste mane ement
13. THE INFORMATION CONTAINFD HEREIN IS TRUEAND CORRECT,
a h31o9
Jo Lynn While Authorized Person
TYPE OR PRINT NAME OF PERSON COMPLETING THE FORM SIG14ATl1RE TITLE DATE
LLC-12R (REV 03FA007) APPROVED BY SECRETARYOF STATE
to
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
June 13, 2012
Consolidated Disposal Service, LLC
Attn: Kurt Bratton, Area President
12949 Telegraph Road
Santa Fe Springs, CA 90670
RE: Services Agreement — Refuse Collection, Recycling and Disposal Services
Dear Mr. Bratton:
The insurance requirements have been met. Transmitted herewith is a fully executed agreement
as referenced above, approved by City Council on June 5, 2012, through Resolution No. 2012-
81.
If you have any questions, please contact Scott Rigg at (323) 583-8811 extension 279.
Thank you.
Enclosures
WY:dj
c: Scott Rigg
S. Kevin Wilson
Purchasing Department
Resolution No. 2012-81
Agreement File No. 12-047
E.7cccnsivecy industrid
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CONSOLIDATED
DISPOSAL SERVICE, LLC FOR REFUSE COLLECTION, RECYCLING AND
DISPOSAL SERVICES
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
Consolidated Disposal Service, LLC
Russell F. Dix, General Manager
Consolidated Disposal Service, LLC
12949 Telegraph Road
Santa Fe Springs, CA 90670
Attention: Russell F. Dix, General Manager
Phone: (562) 347-4055
Facsimile: (877) 540-8017
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Kevin Wilson, Director of
Community Services & Water
Telephone: (323) 583-8811 ext. 245
Facsimile: (323) 826-1435
July 1, 2012
July 1, 2013, unless extended pursuant to
Section 1
Total not to exceed $30,000.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CONSOLIDATED
DISPOSAL SERVICE, LLC, FOR REFUSE COLLECTION, RECYCLING AND
DISPOSAL SERVICES
THIS AGREEMENT is made and entered into as of July 1, 2012 ("Effective Date'), by
and between the City of Vernon, a California charter City and California municipal corporation
("City"), and Consolidated Disposal Service, LLC, a 0
�1� rite liability company
("Contractor"). City and Contractor are collectively ref to�her in as the "Parties:'
RECITALS
A. City desires to retain the services of an independent contractor to perform refuse
collection, recycling and disposal services for all City facilities and all residential properties
within the City as more fully set forth in the Scope of Work, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
2
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred' in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services,_ duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license. Except as provided herein
3
below, Contractor shall obtain and pay for all permits and licenses required by federal, state or
local law, rule or regulation. Costs for obtaining City licenses and permits required under this
Agreement shall be waived.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Reoresentations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor Its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
4
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of Citv's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
5
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
2
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Pollution Liability Insurance,
with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single
limit, and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best's Insurance Guide.
(h) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(i) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an additional insured
7
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
insured's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
Q) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as 'the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Waae and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
f7
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 1 Y2 times the basic rate of pay.
Living Wages. In addition, Contractor, or Subcontractor, if any, working
on City service contracts of any amount, as to all employees spending time on City contracts
shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City
contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request,
certified payroll shall be provided to the City.
Section 23. Materials and Workmanshio. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 25. Assignment and Subcontractina. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator shall provide written reasons for their decision. The arbitration decision shall be final
and binding on the Parties. Judgment on the award may be entered in any court having
jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be
permitted to access the court system to enforce any arbitration award. The exclusive
jurisdiction and venue under this Agreement shall be the Superior Court of California, Los
Angeles County.
N
Section 27. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 28. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 29. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified in writing and signed by both Parties.
Section 30. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 31. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 33. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 34. Cover Paae and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
iD
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 35. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 36. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 37. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent Jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 38. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
11
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
� r
By: yroS
m isreMao)aPo
AS
Deputy City
Consolidated Disposal Service, LLC, a
46aii#er+4limited liability compan
IDOAWart
By'!/
Name:
Title:
e, ;,
Name: /"tif77 a
Title: AA 4
12
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform and complete the following services on behalf of City:
Scope of Work
All disposal and recycling services shall be provided to the following locations:
• 4305 Santa Fe Avenue: provide two (2) three (3) yard bins for recyclable materials
that shall be picked up one (1) time per week.
• 4305 Santa Fe Avenue: provide four (4) three (3) yard bins for regular trash debris
that shall be picked up five (5) times per week, once per day, Monday — Friday (no later than
6:00 a.m.).
• 3376-3390 50h Street: provide one (1) two (2) yard bin for recyclable materials that
shall be picked up one (1) time per week.
• 3376-3390 50'h Street: provide one (1) three (3) yard bin for regular trash debris that
shall be picked up one (1) time per week.
• 2221 East 55`h Street: provide three (3) forty (40) yard roll -off containers for regular
trash debris that shall be picked on an as needed basis.
• 2221 East 55th Street: provide one (1) forty (40) yard roll -off container for green waste
that shall be picked up on an as needed basis.
• 2221 East 55'h Street: provide one (1) forty (40) yard roll -off container for waste tires
that shall be picked up on an as needed basis.
• 4990 Seville Avenue: provide one (1) three (3) yard bin for regular trash debris that
shall be picked up two (2) times per week.
• 2716 Leonis Blvd.: provide one (1) four (4) yard bin to be picked up two (2) times per
month for regular trash debris.
• 2323 East Vernon Avenue: provide one (1) three (3) yard bin for regular trash debris
to be picked up two (2) times per week.
• 2800 Soto Avenue: provide one (1) forty (40) yard roll -off container for regular trash
debris that shall be picked up on an as needed basis.
• City Housing (see below table for residential listings): provide one (1) sixty (60) gallon
trash can for regular trash debris to be picked up one (1) time per week.
• City Housing (see below table for residential listings): provide one (1) sixty (60) gallon
trash can for recyclable materials to be picked up one (1) time per week.
e City Housing (see below table for residential listings): provide one (1) sixty (60) gallon
trash can for green waste to be picked up one (1) time per week.
e Fire Station 1 3375 Fruitland Avenue: provide two (2) three (3) yard bins for regular
trash debris to be picked up one (1) time per week.
e Fire Station 1 3375 Fruitland Avenue: provide one (1) three (3) yard bin for recyclable
materials to be picked up one (1) time per week.
e Fire Station 2 4301 Santa Fe Avenue: provide one (1) three (3) yard bin for regular
trash debris to be picked up one (1) time per week.
e Fire Station 2 4301 Santa Fe Avenue: provide two (2) 60 gallon containers for
recyclable materials to be picked up one (1) time per week.
e Fire Station 3 2800 Soto Avenue: provide two (2) three (3) yard bins for regular trash
debris to be picked up one (1) time per week.
e Fire Station 3 2800 Soto Avenue: provide one (1) three (3) yard bin for recyclable
materials to be picked up one (1) time per week.
e Fire Station 4 4530 Bandini Blvd.: provide one (1) three (3) yard bin for regular trash
debris to be picked up one (1) time per week.
e Fire Station 4 4530 Bandini Blvd.: provide two (2) 60 gallon containers for recyclable
materials to be picked up one (1) time per week.
Residential Units
Address
Type
3345 Fruitland Avenue
3-Bedroom Home
3349 Fruitland Avenue
2-Bedroom Home
3353 Fruitland Avenue
3-Bedroom Home
3357 Fruitland Avenue
3-Bedroom Home
3361 Fruitland Avenue
3-Bedroom Home
3365 Fruitland Avenue
2-Bedroom Home
3550 East Vernon Avenue
3-Bedroom Home
3560 East Vernon Avenue
2-Bedroom Home
4321 Furlong Place
3-Bedroom Home
4322 Furlong Place
3-Bedroom Home
4323 Furlong Place
2-Bedroom Home
4324 Furlong Place
2-Bedroom Home
4325 Furlong Place
2-Bedroom Home
4326 Furlong Place
2-Bedroom Home
4327 Furlong Place
2-Bedroom Home
4328 Furlong Place
2-Bedroom Home
4329 Furlong Place
3-Bedroom Home
4330 Furlong Place
3-Bedroom Home
All recyclable material collected at all City Facilities will be properly recorded so as to give the
City of Vernon as much diversion credits as possible. Consolidated Disposal Service will submit
to the City of Vernon an annual report showing all categories of materials collected throughout
the year by facility. One report will be sent to Community Services Department and another to
the Health and Environmental Control Department.
EXHIBIT B
EXHIBIT B
FEES
In consideration for monthly Services to be performed by Contractor, described in Exhibit A, City
agrees to pay Contractor the amount of One Thousand Three Hundred Four Dollars and
Thirty -Nine Cents ($1,304.39) per month for all City facilities and all residential properties within
the City pursuant to the Price Quotes provided by Contractor, a copy of which is attached hereto
and incorporated by reference as attached.
Contractor shall invoice the City on a monthly basis for Services provided under this Agreement.
Invoices shall include the period for which Services were provided, the dates of such Services,
and a description of the Services provided for that billing period. Each invoice shall include
copies of timesheets and other supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in
dispute shall be withheld until resolution.
Price Quotes:
City Hall
Item 1 — 4305 Santa Fe Avenue: two (2) three (3) yard bins to be picked up one (1) time per
week for recyclable materials.
Cost Per Month: No Charae
Item 2 — 4305 Santa Fe Avenue: four (4) three (3) yard bins to be picked up five (5) times per
week (Monday -Friday) for regular trash debris.
Cost Per Month: $682.55
City Apartments
Item 3 — 3376-3390 50th Street: one (1) two (2) yard container to be picked up one (1) time per
week for recyclable materials.
Cost Per Month: No Charge
Item 4 — 3376-3390 501h Street: one (1) three (3) yard bin to be picked up one (1) time per week
for regular trash debris.
Cost Per Month: $ 45.51
Recycling Center
Item 5 — 2221 East 55th Street: three (3) forty (40) yard roll -off containers to be picked up on an
as needed basis for regular trash debris.
Item 6 — 2221 East 551h Street: one (1) forty (40) roll -off container to be picked up on an as
needed basis for green -waste materials.
Item 7 — 2221 East 55th Street: one (1) forty (40) yard roll -off container to be picked up on an as
needed basis for waste tires.
• Hauling Fee Per Load: $121.35
• Dumping Fee Per Ton: 46.73
Light & Power
Item 8 — 4990 Seville Avenue: one (1) three (3) yard bin to be picked up two (2) times per week
for regular trash debris.
Cost Per Month: $ 91.00
Item 9 — 2716 Leonis Blvd.: one (1) four (4) yard bin to be picked up two (2) times per month for
regular trash debris.
Cost Per Month: $121.32
Petrelli Electric
Item 10— 2323 East Vernon Avenue: one (1) three (3) yard bin to be picked up two (2) times per
week for regular trash debris.
Cost Per Month: $ 91.00
Item 11 — 2800 Soto Street: one (1) forty (40) yard roll -off container to be picked up on an as
needed basis for regular trash debris.
• Hauling Fee Per Load: $ 55.75
• Dumping Fee Per Ton: $ 50.56
Fire Stations
Item 12 — Fire Station 1 3375 Fruitland Avenue: two (2) three (3) yard bins for regular trash
debris to be picked up one (1) time per week.
Cost Per Month: $ 91.00
Item 13 — Fire Station 13375 Fruitland Avenue: one (1) three (3) yard bin for recyclable
materials to be picked up one (1) time per week.
Cost Per Month: No Charae
Item 14 — Fire Station 2 4301 Santa Fe Avenue: one (1) three (3) yard bin to be picked up one
(1) time per week for regular trash debris.
Cost Per Month: $ 45.51
Item 15 — Fire Station 2 4301 Santa Fe Avenue: two (2) sixty (60) gallon containers to be picked
up one (1) time per week for recyclable materials.
Cost Per Month: No Charae
Item 16 — Fire Station 3 2800 Soto Avenue: two (2) three (3) yard bins to be picked up one (1)
time per week for regular trash debris.
Cost Per Month: $ 91.00
Item 17 — Fire Station 3 2800 Soto Avenue: one (1) three (3) yard bin to be picked up one (1)
time per week for recyclable materials.
Cost Per Month: No Charae
Item 18 — Fire Station 4 4530 Bandini Blvd.: one (1) three (3) yard bin to be picked up one (1)
time per week for regular trash debris.
Cost Per Month: $ 45.51
Item 19 — Fire Station 4 4530 Bandini Blvd.: two (2) sixty (60) gallon containers to be picked up
one (1) time per week for recyclable materials.
Cost Per Month: No Charae
Total Cost Per Month: $1,304.39
City Housina (Sinale Familv Homes
Item A — (Please see list of addresses): one (1) 60-gallon can to be picked up one (1) time per
week for regular trash debris.
Cost Per Month: $ 11.23
Item B — (Please see list of addresses): one (1) 60-gallon can to be picked up one (1) time per
week for recyclable materials.
Cost Per Month: No Charae
Item C — (Please see list of addresses): one (1) 60- gallon can to be picked up one (1) time per
week for green waste.
Cost Per Month: No Charge
EXHIBIT C
EXHIBIT C
CHANGE ORDER
Exhibit C
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS
PROJECT:
TO:
REQUESTED BY: City of Vernon
P.O. NO.
CONTRACTOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
Contract Amount (Base Bid)I
...............................................
$
Amount of This Change Order
I .............................................
$
Amount of Previous Change Orders I ............... I ... I .....................
$
Total Change Orders
I .....................................................
$
Modified Contract Amount
.............................................
$
By reason of this change order the time of
completion will be adjusted as follows:
Approved:
Date:
Director of Community Services & Water
Attest:
Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby
agree, if this proposal is approved, that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform
all services necessary for the work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
c: Project YUWContractor/Purchasing Rev. 03/10
EXHIBIT D
EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Livina Waaes:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of violating
employers.
CERTIFICATE OF SECRETARY
The undersigned, Vice President and Assistant Secretary of CONSOLIDATED
DISPOSAL SERVICE, L.L.C., a Delaware limited liability company (the "Company"),
hereby certifies that the following is a true and correct copy of the resolution which was
duly adopted by REPUBLIC SERVICES, INC., a Delaware corporation, the sole
member of the Company (the "Member") by written consent of the Member on July 15,
2011, that such resolution has not been rescinded, amended or modified in any respect,
and is in full force and effect on the date hereof:
RELATING TO SERVICES AGREEMENT
WITH THE CITY OF VERNON TO PROVIDE
REFUSE COLLECTION, RECYCLING AND DISPOSAL SERVICES
RESOLVED, that any individual at the time holding the position of Area
President, Area Controller, or General Manager be, and each of them hereby is, appointed
as an Authorized Agent, to act in the name and on behalf of the Company, in connection
with the day-to-day business activities of the Company, and further, in addition to the
foregoing positions, any Municipal Services Director or Area Municipal Services
Manager be, and each of them hereby is, appointed as an Authorized Agent to execute
any bid and proposal, and if awarded, any related contract for services to be performed by
the Company and any bond required by such bid, proposal or contract in accordance with
the existing Levels of Authority.
I further certify that FREDERICK P. FREUND holds the title of Area Controller and in
such capacity has full authority to act in the name and on behalf of the Company as set
forth in the foregoing resolution.
WITNESS MY HAND, this 11`h day of May, 2012.
, rY, q, �a�
W.T. Eggles , Jr., AV
Vice President and Assistant Secretary
L
State of California
Secretary of State
„ . •� STATEMENT OF INFORMATION 1
b
(Limited Liability Company)
H
:L
FILE®
Filing Fee $20.00. If amendment, see Instructlons.
IMPORTANT —READ INSTRUCTIONS BEFORE COMPLETING THIS FORM
M
t. LIMITED UA611JTY COMPANY NAME (Pbtma do not agar: nerve is Ptepdntad.)
of the side ofcalifmle
Consolidated Disposal Service, LLC
FEB 17 2009
lN1
1"+ b Space For Filing Use Only
DUE DATE:
FILE NUMBER AND STATE OR PLACE OF ORGANIZATION
Z. SECRETARY OF STATE FILE NUMBER
3. STATE OR PLACE OF ORGANIZATION
199817510088
Delaware
NO CHANGE STATEMENT
EjIf there has been no change in any of the Information contained in the last Statement of Infomlation god with the Secretary of Slate, check
the box and proceed to Item 13.
If there have been any changes to the Information contained in ate last Statement of Information filed, or no Statement of Information has
been Previously filed• this form must be comPlated in its entirely.
COMPLETE ADDRESSES FOR THE FOLLOWING (Do not abbreviate the name of the city. Items 4 and 5 cannot be P.O. Soxes.)
4, STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CITY AND STATE ZIP CODE
18500 North Allied Way Phoenix, Arizona 85054
S. CALIFORNIA OFFICE WHERE RECORDS ARE MAINTAINED (DOMESTIC ONLY) CRY STATE ZIP CODE
CA
NAME AND COMPLETE ADDRESS OF THE CHIEF EXECUTIVE OFFICER, IF ANY
0. NAME AUUHESS CITY AND STATE ZIP CODE
NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS, OR IF NONE HAVE BEEN APPOINTED OR ELECTED,
PROVIDE THE NAME AND ADDRESS OF EACH MEMBER Attach additional pages, B necessary.)
r. NAME ADDRESS CITY AND STATE ZIP CODE
Republic Services. Inc. (sole member) 18600 North Allied Way Phoenix, Arizona 86064
S. NAME ADDRESS CITY AND STATE ZIPCODE
9 NAME .__... •. ADDRESS -. _-.-..._.- .. CITY r ZIP CODE
AGENT FOR SERVICE OF PROCESS (If the agent Is an individual, the agent must msIde 77 ust be oomplawd xlth a Catifomle
address. If to agent is a eoryoratlon, the agent must have on rite with the California Secre of ant to Corporatlom Code section
1505 end Item 71 must be leg blank.) ,ti
10. NAME OF AGENT FOR SERVICE OF PROCESS 1P P Q
t?
CT CORPORATION SYSTEM T
7t. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA. WAN INDIVIDUAL CI STATE ZIP CODE
CA
TYPE OF BUSINESS
12. DESCRIBE THE TYPE OF BUSINESS OF TI IE LIMITED UABiUFrY COMPANY
non -hazardous solid waste management
13. THE INFORMATION CONT14NFO HEREIN IS TRUE AND CORRECT.
a 113101
Jo Lynn White Authorized Person
TYPE OR PRINT NAME OF PERSON COMPLETING THE FORM SIGNATURE TITLE DATE
LLC-12R (REV 03200r) APPROVED BY SECRETARYOF STATE
RECEIVED
RECEIVE®- MAY 14 2012
MAY 17 2012 CITY ADMINISTRATION
CITY CLERK'S 0010E STAFF REPORT
COMMUNITY SERVICES & WATER DEPARTMENT`
A_6
DATE: May 14, 2012
TO:, Honorable Mayor and City Council \
FROM: Samuel Kevin Wilson, Director of Community Services & Water.
RE: 'SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
CONSOLIDATED DISPOSAL SERVICE, LLC, FOR REFUSE
COLLECTION, RECYCLING AND DISPOSAL SERVICES
The City of Vemon entered into a Service Agreement with Consolidated Disposal Service
(Consolidated), LLC.,,effective July 1, 2011. The terms of the Agreement, per Section No. 1(a), states
that the City may renew the Agreement on a year-to-year basis at its discretion. Consolidated, in a letter
dated April 18, 2012,. indicated that it is interested in renewing the subject Agreement. Consolidated
included a revised price schedule that includes a 2.1 percent price increase. The Consumer Price Index
from March 2011 to March 2012 was slightly over 2 percent.
The Department of Community Services and Water (Department) received bid proposals for
Disposal Services back in 2011. The Department performed a detailed analysis of the three lowest
bidders at that time, Key Disposal, Ware Disposal and Consolidated Disposal Service, and determined
that Key Disposal and Ware Disposal should be eliminated from consideration based on the following
information:. Key Disposal has a history of late franchise report submittals, and late payments on
Quarterly Reports submitted to the City of Vernon Health & Environmental Control Department. As a
result, there is a distinct possibility that Key Disposal may lose their City Franchise Agreement based on
repeated failure to meet contractual conditions for reporting and payment. In addition, Key Disposal's
City Housing disposal fees, at $20.82 per month, are nearly double the $11.00 per month rate City
Housing residents are currently paying. Moreover, Ware Disposal has not provided any disposal services
in the City of Vernon, commercial or residential, and therefore has no history in terms of its quality of
service. Their proposal identifies a solid waste disposal facility used as their primary disposal site that is
,locatedin Orange County. The use of the Orange County facility would result in the loss of tipping fees at
the Innovative Waste Control disposal facility located in the City of Vernon.
At the conclusion of the review process, it was determined that Consolidated offered the best
overall package in terms of cost and service. Furthermore, Consolidated's 2012 bid proposal of $1,304.39
is lower than last year's fourth place finisher, NASA Services, who came in at $1,365.00 per month.
},The City Attorney's office has prepared a Services Agreement between the City of Vernon and
Consolidated Disposal Service, LLC, for Refuse Collection, Recycling and Disposal Services.
Consolidated Disposal Service, LLC, has executed the Services Agreement herein attached. It is my
recommendation that the City Council approve the Services Agreement at the June 5, 2012 City Council
meeting, and that it be made effective July 1, 2012. Thank you.
SKW/sr
Enclosures
RECEIVED oF.VER�,y
MAY 1 7 2012
CITY CLERK'S OFFICE
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
A-6
TO: Mark Whitworth, CityAdministrator
FROM: Samuel Kevin Wilsor, Director of Community Services and Water
DATE: May 14, 2012
SUBJECT: SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
CONSOLIDATED DISPOSAL SERVICE, LLC, FOR REFUSE COLLECTION,
RECYCLING AND DISPOSAL SERVICES
The City of Vernon entered into a Service Agreement with Consolidated Disposal Service
(Consolidated), LLC., effective July 1, 2011. The terms of the Agreement, per Section No. 1(a), states that the
City may renew the Agreement on a year-to-year basis at its discretion. Consolidated, in a letter dated April 18,
2012, indicated that it is interested in renewing the subject Agreement. Consolidated included a revised price
schedule that includes a 2.1 percent price increase. The Consumer Price Index from March 2011 to March 2012
was slightly over 2 percent.
As you may recall, the Department of Community Services and Water (Department) received bid
proposals for Disposal Services in 2011. The Department performed a detailed analysis of the three lowest
bidders at that time, Key Disposal; Ware Disposal and Consolidated Disposal Service, and determined that Key
Disposal and Ware Disposal should be eliminated from consideration based on the following information: Key
Disposal has a history of late franchise report submittals, and late payments on Quarterly Reports submitted to
the City of Vernon Health & Environmental Control Department. As a result, there is a distinct possibility that
Key Disposal may lose their City Franchise Agreement based on repeated failure to meet contractual conditions
for reporting and payment. In addition, Key Disposal's City Housing disposal fees, at $20.82 per month, are
nearly double the $11.00 per month rate City Housing residents are currently paying. Moreover, Ware Disposal
has not provided any disposal services in the City of Vernon, commercial or residential, and therefore has no
history in terms of its quality of service. Their proposal identifies a solid waste disposal facility used as their
primary disposal site that is located in Orange County. The use of the Orange County facility would result in the
loss of tipping fees at the Innovative Waste Control disposal facility located in the City of Vernon. At the
conclusion of the review process, it was determined that Consolidated offered the best overall package in terms
of cost and service. Furthermore, Consolidated's 2012 bid proposal of $1,304.39 is lower than last year's fourth
place finisher, NASA Services, who came in at $1,365.00 per month.
F.5 \SaxMly lbcummla\Trn UPC"A&Hni*wa Ca Iidwd Apm m2 Ilcbc
The City Attorney's office has prepared a Services Agreement between the City of Vernon and
Consolidated Disposal Service, LLC, for Refuse Collection, Recycling and Disposal Services, Consolidated,
Disposal Service, LLC, has executed the subject Services Agreement. A Staff Report is herein attached
recommending that the City Council approve the Services Agreement at the June 5, 2012, City Council
meeting. Thank you.
SKW/sr
Enclosures
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: May 2, 2012
TO: Samuel Kevin Wilson, Director of Community Services & Water
FROM: Willard G. Yamaguchi, Chief Deputy City Attorne�
RE: Consolidated Disposal Service, LLC
I have received and reviewed the Memorandum dated April 23, 2012, and
the attachments thereto.
Attached is the services agreement for the above -referenced matter.
WY:em
Enclosures
Juarez, Debbie
From: Arriola, Justin
Sent: Wednesday, June 13, 2012 7:43 AM
To: Juarez, Debbie
Subject: Consolidated Disposal Services "Republic Services"
Good Morning Debbie!
Please be advised that the above reference has provided acceptable insurance coverage.
Justin Arriola
Risk Management Dpt.
4JarrioLa@ci.vemon.ca.us
0(323) 583-8811 ext:315
CONFIDENTIALITY NOTICE: This e-mail transmission, and anydocuments, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to
the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or
attached to this transmission is STRICPLYPROHIBITED. If you have received this transmission in error, please immediately notify the
sender. Please destroy the original transmission and its attachments without reading or saving in any manner.