HomeMy WebLinkAboutUkiah Waste Solutions, Inc. 2013-05-14 i �
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Cit of Ukiah
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INDEPENDENT CONTRACTOR AGREEMENT
This A reement (the "AgreemenY') is made and entered in Ukiah, California on
/���� � ��, 2013 ("Effective Date") by and between City of Ukiah, a general law
munlcipal corporation, operating an electrical utility, ("City") and Ukiah Waste Solutions,
Inc, a for-profit corporation organized under and in compliance with the laws of the State '
of California ("UWS"). j
RECITALS I'
A. , UWS is the City's franchised solid waste hauler with experience and �I
expertise in the collection ,decommissioning and recycling of refrigerators; and
� B. The collection of refrigerators from Ukiah residents is not covered by the II
I Waste Collection Contract between the City and UWS. ',
C. The City, through its electric utility, intends to provide an incentive program to
encourage its customers to dispose of older, ine�cient refrigerators and UWS is
qualified to collect those refrigerators from customers and process them for disposal.
D. The paRies enter this agreement to establish the terms and conditions under
which UWS will provide this service to the customers of the City's electric utility.
AGREEMENT I
In consideration of the above recitals and the terms and conditions as stated
below, and other good and valuable consideration, the parties agree as follows:
t Description of Work. UWS shall perform the services as described and
set forth in the attached Exhibit A. UWS shall perform all such work in a good and
workmanlike manner, consistent with the degree of professionalism and the standard of
care in UWS's industry, and in full compliance with all applicable laws, rules, and
regulations.
2. Time. UWS shall use its best efforts to perform the services in
accordance with this Agreement and with due diligence under the circumstances.
I3. Compensation. In consideration for the services provided hereunder,
the City shall pay UWS in an amount and on the terms and conditions set forth in the
attached Exhibit A.
4. Relationship of Parties. I
4.1 Independent Contractor. UWS is an independent contractor and is
solely responsible for its acts or omissions. UWS (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
C&S Independent Contrac�or Agreement September 24.2012 �
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It is the express intention of the parties hereto that UWS is an independent contractor
and not an employee, joint venturer, or partner of City for any purpose whatsoever. City '
shall have no right to, and shall not control the manner or prescribe the method of
accomplishing those services contracted to and performed by UWS under this
Agreement, and the general public and all governmental agencies regulating such
activity shall be so informed. '�
Those provisions of this Agreement that reserve ultimate authority in City have been '
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between UWS and City.
UWS shall pay all estimated and actual federal and state income and self-employment I
taxes that are due the state and federal government and shall furnish and pay worker's j
compensation insurance, unemployment insurance and any other benefits required by
law for itself and its employees, if any. UWS agrees to indemnify and hold City and its
officers, agents and employees harmless from and against any claims or demands by
federal, state or local government agencies for any such taxes or benefts due but not
paid by UWS, including the legal costs associated with defending against any audit,
claim, demand or law suit. '
UWS warrants and represents that it is a properly licensed with a substantial investment I
in its business and that it maintains its own offices and staff which it will use in
performing under this Agreement.
4.2 Licenses and Taxes. UWS shall obtain and maintain all applicable
business licenses and shall pay all applicable business taxes for its work associated with I
the City. UWS shall provide copies of its business license(s), contractor registration(s) (if
any) and contractor bonds (if any) to the City contemporaneously upon execution of this I
Agreement and thereafter upon request.
5. Administrative Overhead. UWS shall supply and pay for its own office
space, computer system, telephone system, support services, equipment, personnel and
commercial liability and errors and omissions insurance.
6. Hold Harmless and Insurance.
6.1 UWS shall indemnify and hold harmless City, its City Council, boards,
commissions, officers, agents, representatives and employees from any and all actions,
claims or damages brought for or on account of injuries to or death of any person or
damage to property of all kinds resulting from or arising out of the operations of UWS, its
officers, agents, employees or servants pursuant to this Agreement. The duty of UWS to
indemnify and hold harmless shall include the duty to defend as set forth in California
Civil Code Section 2778.
6.2 UWS shall have in effect during the term of this Agreement, workers'
compensation and employer liability insurance providing full statutory coverage.
6.3 UWS shall take out and maintain during the term of this Agreement liability I
insurance for the following types and minimum amounts: ,
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C&S Independent Contractor Agreement September 24.2012 �
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(a) General liability, including comprehensive form, premises operations,
products/completed operations, hazard, contractual insurance, broad form property
damage, independent contractors and personal liability, with limits for bodily and
property damage combined of $500,000 each occurrence and $500,000 aggregate.
(b) Automobile liability, including comprehensive form, owned, hired and ,
nonowned, with a Iimit of$1,000,000 for bodily injury and property damage combined.
(c) Excess liability, umbrella form with the same scope of coverage and
exclusions as the underlying policies, with a limit for bodily injury and property damage
combined of$5,000,000 each occurrence and $5,000,000 aggregate.
(d) Pollution and remediation liability with limits in an amount of not less than one
million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual
aggregate insuring against loss, the cost of remediation and legal defense as a result of
pollution conditions arising out of the collision, upset or overturn of UWS vehicles in
conjunction with this Agreement. Insurance certificates and policy endorsements �
evidencing the required coverage shall be filed with City and shall be subject to approval
by the City Attorney. City, its City Council, boards, commissions, officers, agents and ,
employees shall be named as additional insureds on any such policies of insurance
which shall also contain a provision that the insurance afforded thereby shall be primary.
No such policy shall be cancelled or modified except upon thirty (30) days' prior written
notice to City. Insurance is to be placed with admitted California insurers with an A.M.
BesYs rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
7. Termination. Either the City or UWS shall have the right to terminate this
Agreement, with or without cause, upon notice if the City or UWS determines it to be in ,
its best interests to do so.
8. Assignment. UWS shall not have the right to assign its responsibilities
hereunder without the CITY's prior written consent.
9. Miscellaneous.
9.1 Entire Agreement. This Agreement sets forth the entire �
understanding and agreement of the parties with respect to the subject matter
referenced herein. This Agreement supersedes all prior agreements, arrangements,
understandings, representations, and negotiations relating to such subject matter,
whether oral or written. Notwithstanding the preceding, the Nondisclosure Agreement(s)
between the parties, if any, shall remain in full force and effect.
99.2 Modifications. This Agreement may only be amended, modified or �
supplemented by a writing signed by all parties. �i
9.3 Waivers. No waiver of any provision or breach of this Agreement is I
effective unless in a writing signed by all parties; no such express waiver will be deemed
a waiver of any other provisions, whether similar or dissimilar, or a waiver of any earlier
or subsequent breaches of any provisions.
9.4 Successors and Assigns. This Agreement binds and inures to the I
benefit of the parties, their legal representatives, successors and assigns; provided, I
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C&S IndependeM Contractor Agreement September 24,2012 .
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however, that UWS shall not assign any rights or obligations granted or imposed by the II
terms of this Agreement unless such assignment is expressly authorized herein.
9.5 Savings Clause. If any provision of this Agreement is adjudicated to
be invalid or unenforceable, it will be deemed omitted to that extent and all other
provisions will remain in full force and effect.
9.6 Captions. Paragraph captions are for convenience only, and do not
express, limit or expand any provision of this Agreement.
9.7 Applicable Law. This Agreement shall be governed by and
interpreted under the laws of the State of California. UWS hereby consents to the
jurisdiction of the State of California and venue in Mendocino County.
9.8 Attorneys' Fees. If either party to this Agreement engages the
services of an attorney to construe or enforce the terms of this Agreement, or to collect
damages arising from any alleged breach hereof, the prevailing party in any related
action or proceeding shall be entitled to reasonable attorneys' fees and costs. �
9.9 Notices. All payments, notices or other communications required or
permitted to be given hereunder shall be in writing and shall be deemed given and
received, when received, if delivered personally, by overnight courier or certified or
registered mail, or by fax or email (with acknowledgment of receipt), and 48 hours after il
deposit in the United States mail with proper first class postage affixed to the envelop; ,
provided that notice is delivered to the mailing address, or fax or email address as I
specified below. I
CITY OF UKIAH UWS
City of Ukiah Ukiah Waste Solutions, Inc.
Attn. City Manager Attn: David M. Carroll, President I
Ukiah Civic Center P. O. Box 60 ;
300 Seminary Ave. Ukiah, CA. 95482 ',
Ukiah, California 95482 FAX:
FAX: Email:
Email:
Either party may change an address specified above by written notice to the other party.
In witness whereof, the parties hereto have executed this Independent Contractor
Agreement as of the date and year first above written.
The City of Ukiah
By� ;�,; -< � � C �� c,-��_�
Jane Chambers, City Manager
Ukiah Was Solutions, Inc.
By
Bruce Cracken
C&S Indepentlent Conirac�or Agreement Sep[ember 24,2012
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City of Ukiah '
I INDEPENDENT CONTRACTOR AGREEMENT
EXHIBIT A
SERVICES and FEES
IScope of Work Document
THE CITY Responsibilities
I. Provide UWS with approved Refrigerator-Freezer Recycling Program forms.
2. Provide UWS with an approved invoicing spreadsheet.
3. Provide participating customers with a $50 credit on their electric bill for each
approved refrigerator/freezer decommissioned through the program.
4. Promote the refrigerator/freezer decommissioning program to their customers.
5. Refer customers to UWS program phone line to sign up to participate in the
program.
6. Within thirty (30) days of receiving the invoicing spreadsheet, pay UWS for all
qualified refrigerators/freezers processed through the program as reflected in that
spreadsheet. The City may request any additional information reasonably
required to determine that a refrigerator/freezer was processed in compliance
with this agreement and in accordance with program requirements. The City will
not pay for refrigerators/freezers processed through the program that do not
meet program requirements.
UWS Responsibilities
I 1. Schedule appointments with customers to pick up refrigerators/freezers within �
two weeks of customer request date.
2. Verify that each refrigeratorlfreezer meets the program requirements in order for
customers to qualify for their rebate.
3. Complete a Refrigerator-Freezer Recycling Program form for each
refrigerator/freezer processed through the program.
4. Enter each refrigerator/freezer into the invoicing spreadsheet.
5. Submit the invoicing spreadsheet and accompanying Refrigerator-Freezer
Recycling Program forms to Efficiency Services Group by the 25`h of each month.
For example, UWS will submit an invoicing spreadsheet on November 25 for all
of the refrigerators/freezers processed between October 26th and November
25th.
6. Properly decommission each refrigerator/freezer; includes capturing of refrigerant
and recycling of refrigerator/freezer components and materials.
Fees
The City will pay UWS $50 per qualified refrigerator/freezer properly decommissioned
through the program; not to exceed a total maximum of$9,000.
C8S Indepentlent Coniractor Agreement September 24,2012 I
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