Agreement

SERVICES AGREEMENT

LANDFILL REFRIGERATED APPLIANCES RECOVERY SERVICES
City of Glendale Solicitation No. RFP 21-32

This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and A-Gas US, Inc. dba Rapid Recovery, a Delawate corporation,

authorized to do business in Arizona, ("the Contractor") as of the day of , 2021
(Effective Date”).
RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds (the "Project");

B. City desires to retain the professional services of Contractot to perform certain specific duties and
produce the specific work as set forth in the attached Exhibit A, Project Scope of Work, RFP 21-32
(“Scope”);

Cc. Contractor desires to provide City with services (“Services”) consistent with industry-best practices and
the standards set forth in this Agreement, in order to complete the Project; and

D. City and Contractor desire to memorialize their agreement with this document.

AGREEMENT

The patties hereby agree as follows:

1,

Key Personnel; Other Contractor and Subcontractors.

1.1 Services. Contractor will provide all Services necessary to assure the Project is completed timely
and efficiently consistent within Project requirements, including, but not limited to, working in
close interaction and interfacing with City and its designated employees, and working closely
with others, including other contractors, retained by City.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely
and efficiently in accordance with the Project.

Contractor's Work.

3.1 Standard. Contractor must petform Services in accordance with the standards of due diligence,
cate, and quality prevailing among contractors having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria
under the Project and identified in this Agreement.

3.2 Licensing. Contractor warrants that:

a. Contractor currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Contractor not any Subconttctor has been debarred ot otherwise legally
excluded from contracting with any federal, state, or local governmental entity
("Debarment'").

(1) City is under no obligation to ascertain or confirm the existence or issuance of
any Approvals or Debarments, or to examine Contractor's contracting ability.

(2) Contractor must notify City immediately if any Approvals or Debatrment
changes during the Agreement's duration. The failure of the Contractor to
notify City as required will constitute a matetial default under the Agreement.

3.3

3.4

Compliance.

a

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standatds and criteria designated by City.

Contractor must not discriminate against any employee or applicant for employment
on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S.
military veteran status or any disability. Contractor will require any Sub-contractor to be
bound to the same requirements as stated within this section. Contractor, and on behalf
of any subcontractors, warrants compliance with this section.

Work Product.

a

Ownership. Upon receipt of payment for Services furnished, Contractor grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural
work" as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg., and other
intellectual work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a “hard
copy"), in electronic format, or in some other form.

(2) Contractor warrants, and agrees to indemnify, hold harmless and defend City
for, from and against any claim that any Work Product infringes on third-party
proprietary interests.

Delivery. Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they ate prepated.

City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold
Contractor harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work
Product.

4. Compensation for the Project.

Compensation. Contractor's compensation for the Project, including those furnished by its
Subcontractors will not exceed $75,000 for the entire term of the Agreement as specifically
detailed in Exhibit B ('Compensation").

41

4.2

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a.

Adjustments to Compensation require a written amendment to this Agreement and
may require City Council approval.

Additional services which ate outside the Scope of the Project contained in this
Agreement may not be performed by the Contractor without prior written
authorization from the City.

Notwithstanding the incorporation of the Exhibits to this Agreement by reference,
should any conflict atise between the provisions of this Agreement and the provisions
found in the Exhibits and accompanying attachments, the provisions of this Agreement
shall take priority and govern the conduct of the parties.

43 Allowances. An “Allowance” may be identified only for work that is required by the Scope and
the value of which cannot reasonably be quantified at the time of this Agreement.

a, As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
and any unused allowance at the completion of the Project will remain with City.

b, Contractor may not add any mark-up for work identified as an Allowance and which is
to be performed by a SubContractor.

C, Contractor will not use any portion of an Allowance without prior written
authorization from the City.

d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path
studies and material testing.

5. Billings and Payment.

5.1 Applications.

a. Contractor will submit monthly invoices (each, a "Payment Application") to City's
Project Manager and City will remit payments based upon the Payment Application as
stated below.

b. The period covered by each Payment Application will be one calendar month ending
on the last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Contractor and its SubContractors; and

(2) Unconditional waivers and releases on final payment from all SubContractors
as City may reasonably request to assure the Project will be free of claims
arising from required performances under this Agreement.

5.3 Review and Withholding, City's Project Manager will timely review and certify Payment
Applications.

a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

6. Termination.

6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be
less than 30 days following the date of delivery.

a. Contractor will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Contractor will also be similarly compensated for any approved effort expended, and
approved costs incurred, that ate directly associated with Project closeout and delivery
of the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach

of this Agreement within seven days after receipt of written notice specifying the breach.

a. Contractor will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, ate less
than the equitable amount due but not paid Contractor for Services furnished, City will
pay the amount due to Contractor, less City's damages, in accordance with the
provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Contractor, Contractor must
pay the difference to City immediately upon demand; however, Contractor will not be
subject to consequential damages more than $1,000,000 or the amount of this
Agreement, whichever is greater.

Conflict, Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agteement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
Contractor of any other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Contractor shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the petformance of all tasks or work necessary to complete the Project as herein
defined. Such insurance shall cover Contractor, its agent(s), representative(s), employee(s) and any
subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed opetations, with limits of no less than $1,000,000
per occurrence for bodily injury, personal injury, and property damage. If a general
agetegate limit applies, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering
Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and
property damage,

c Worker’s Compensation: Insurance as tequited by the State of Arizona, with Statutory

Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

8.2. Indemnification.

a. To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any
and all claims, demands, actions, damages, judgments, settlements, personal injury
(including sickness, disease, death, and bodily harm), property damage (including loss
of use), infringement, governmental action and all other losses and expenses, including
attorneys’ fees and litigation expenses (each, a "Demand or Expense” collectively
"Demands or Expenses") asserted by a third-party (i.e. a person or entity other than
City or Contractor) and that atises out of or results from the breach of this Agreement
by the Contractor or the Contractor’s negligent actions, errors or omissions (including
any SubContractor or Subcontractor or other person or firm employed by Contractor),
whether sustained before or after completion of the Project.

b. This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Contractor will be liable only to the extent the Demand

8.3

8.4

8.5

8.6

8.7

or Expense results from the negligence or breach of a responsibility of Contractor or of
any person ot entity for whom Contractor is responsible.

c. Contractor is not required to indemnify any Indemnified Parties for, from, or against
any Demand or Expense resulting from the Indemnified Party's sole negligence or
other fault solely attributable to the Indemnified Party.

Other Insurance Provisions. The insutance policies required by the Section above must
contain, or be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteets are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from
of in connection with the performance of all tasks or work necessary to complete the
Project as herein defined. Such liability may arise, but is not limited to, liability for
materials, parts or equipment furnished in connection with any tasks, ot work
performed by Contractor or on its behalf and for liability arising from automobiles
owned, leased, hired or borrowed on behalf of the Contractor. General liability
coverage can be provided in the form of an endorsement to the Contractor’s existing
insurance policies, provided such endorsement is at least as broad as ISO Form CG 20
10, 11 85 or both CG 20 10 and CG 23 37, if later revisions are used.

b. For any claims related to this Project, the Contractor’s insurance coverage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Contractot’s insurance and shall not
conttibute with it.

c Each insurance policy requited by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a cutrent A.M. Best
tating of no less than A: VII, unless the Contractor has obtained prior approval from the City
stating that a non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Contractor hereby agrees to waive its rights of subrogation which
any insurer may acquire from Contractor by virtue of the payment of any loss. Contractor
agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation,
The Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of
the City for all work performed by the Contractor, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Contractor
shall furnish the City with original certificates and amendatory endorsements, or copies of any
applicable insurance language making the covetage required by this Agreement effective. All
certificates and endorsements must be received and approved by the City before work
commences. Failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements prior to the City’s agreement that work may commence
shall not waive the Contractor’s obligations to obtain and verify insurance coverage as
otherwise provided in this Section. The City reserves the right to require complete, certified
copies of all required insurance policies, including any endorsements or amendments, required
by this Agreement at any time during the Term stated herein.

Contractot’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for
any failure by the Contractor to comply with the terms and conditions of the Agreement,
including any schedule for performance or completion of the Project.

Subcontractors. Contractor shall require and shall verify that all subcontractors maintain
insurance mecting all requirements of this Agreement.

10.

11.

88 Special Risk or Circumstances. The City reserves the right to modify these insurance
requitements, including any limits of coverage, based on the nature of the risk, prior experience,
insurer, covetage or other circumstances unique to the Contractor, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor
watrants its compliance and that of its SubContractots with all federal immigration laws and regulations
that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A).
‘The Contractor or SubContractor’s breach of this warranty shall be deemed a material breach of the
Agreement and may result in the termination of the Agreement by the City under the terms of this
Agreement. The City retains the legal right to randomly inspect the papets and records of the other
party to ensure that the other party is complying with the above-mentioned warranty. The Contractor
and SubContractor wartant to keep their respective papers and records open for random inspection
during normal business houts by the other party. The Contractor and SubContractor shall cooperate
with the City’s random inspections, including granting the City entry rights onto their respective
properties to perform the random inspections and waiving their respective rights to keep such papers
and records confidential.

No Boycott of Istael. The Parties agtee that they are not currently engaged in and agree that for the
duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in A.R.S.
§35-393. Unless and until the District Court’s injunction in Jordah/ » Brnovich, 336 F.Supp.3d 1016
(D.Ariz. 2018) is stayed ot lifted, the Anti-Israel Boycott Provision (A.R.S. §35-393.01 (A)) (if applicable
to this agreement) is unenforceable and the City will take no action to enforce it.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed
by an officer of Contractor with oversight responsibility.

Notices.

12.1. A notice, request or other communication that is required ot permitted under this Agreement
(each a "Notice”) will be effective only if:

a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified
or registered mail (return receipt requested).

c. Notice will be deemed to have been delivered to the person to whom it is addressed as
of the date of receipt, if
() Received on a business day before 5:00 p.m. at the address for Notices

identified for the Party in this Agreement by U.S. Mail, hand delivery, or

overnight courier service; ot
(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the
Notice.

€. Digitalized signatures and copies of signatures will have the same effect as original
signatures.
12.2 Representatives.

a. Contractor. Contractor's representative (the "Contractor's Representative") authorized
to act on Contractor's behalf with respect to the Project, and his or her address for
Notice delivery is:

A-Gas US, Inc. dba Rapid Recovery

c/o Kathtyn Buchans, Contract Administrator
1100 Haskins Road

Bowling Green, OH 43402

Tel: 623-295-8083

Email: Kathy.buchans@raprec.com

b. City. City's representative (‘City's Representative") authorized to act on City's behalf,
and his or her address for Notice delivery is:

City of Glendale

c/o Bill Stout, Landfill Supervisor

11480 W Glendale Avenue

Glendale, AZ 85307

With required copy to:

City Manager City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue

Glendale, Arizona 85301 Glendale, Arizona 85301

c Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City Manager
and City Attomey.

(2) A notice will not be deemed to have been received by City's representative
until the time that it has also been received by the City Manager and the City
Attorney.

(3) City may appoint one or mote designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.

2B. Entire Agreement; Survival; Counterparts; Signatures.

13.1 Integration. This Agreement contains, except as stated below, the entire agreement between
City and Contractor and supersedes all prior conversations and negotiations between the parties
tegatding the Project or this Agreement.

a. Neither Party has made any representations, warranties ot agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, ot watranties not contained in this Agreement
will not be binding on the parties.

c Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

13.2 Interpretation.

a.

The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

The parties are of equal bargaining position and this Agreement must be construed
equally between the parties without consideration of which of the parties may have
drafted this Agreement.

The Agreement will be interpreted in accordance with the laws of the State of Arizona.

14.

15.

16.

17.

13.3. Survival. Except as specifically provided otherwise in this Agteement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

13.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed
by the parties. Electronic signature blocks do not constitute execution for purposes of this
Agteement. Any amendment may be subject to City Council approval.

13.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise
of any one or more right or remedy will not affect any other rights or remedies under this
Agreement or applicable law.

13.6 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or
unenforceable provision will be reformed to conform with applicable law.

13.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will
together comprise one instrument.

Term.

14.1 The tetm of this Agreement commences upon the effective date and continues for a one (1)
year petiod. The City may, at its option and with the approval of the Contractor, extend the
term of this Agreement an additional four (4) years, renewable on an annual basis, Contractor
will be notified in writing by the City of its intent to extend the Agreement period at least thirty
(30) calendar days prior to the expiration of the original or any renewal Agreement period.
Price adjustments will only be reviewed during the Agreement renewal period and any such
price adjustment will be a determining factor for any renewal. Thete are no automatic renewals
of this Agreement.

14.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement, The City will notify the Contractor in writing of its
intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the
Term. Any extension provided under this subsection will continue under the same tetms and
conditions as in effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the awatd rendered by the arbitrator may be entered in
any court having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental
agencies and political subdivisions of the State. Any such usage by other entities must be in accord with
the ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor
and City. For a list of SAVE members, click on the following link:

hetp:/ /www.mesaaz.gov/business/purchasing/save

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Scope of Work
Exhibit B Compensation

(SIGNATURES ON FOLLOWING PAGE]

The parties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey

City Attorney
A-Gas US, Inc. dba Rapid Recovery
a Delawate corporation

Aathiyn Buchan

By: Katkeyn S. Buchans
Its: Contract Administrator

EXHIBIT A
LANDFILL REFRIGERATED APPLIANCES RECOVERY SERVICE

SCOPE OF WORK.

1. SCOPE OF WORK

A-Gas US Inc. dba Rapid Recovery shall provide refrigerated appliances recovery services for the Glendale
Municipal Landfill located at 11480 West Glendale Avenue, Glendale, AZ 85307. The Contractor shall also
provide this service to other City of Glendale sites and facilities when needed by the City.

A.

The Conttactor shall provide all necessary equipment, tools, vehicles, materials, and personnel in the
performance of this contract.

‘The Contractot’s materials, techniques and processes used for this contract shall comply with all Federal,
State, local laws, regulations, permits, standards and ordinances pertaining to health, safety and
environmental protection.

The Contractor must be experienced and EPA-certified and must provide refrigerant documentation
when requested by the City.

Contractor must maintain a current copy of the Federal, state or local certification for recovery of
refrigeration equipment.

The Contractor shall meet EPA Regulations (40 CFR Part 82, Subpart F) under Section 608 of the Clean
Air Act requiring refrigerant and recycling equipment to be tested to meet EPA requirements.

All recovery services shall be performed at the Glendale Municipal Landfill site on an “as needed”
basis. Landfill staff shall designate the location of the appliances so the Contractor will have safe and
efficient access to each appliance.

When requested by the City, the Contractor shall perform recovery services during the City’s regular
workdays which is Monday through Priday between the hours of 8:00 AM through 3:00 PM, excluding
holidays.

Contractor shall not schedule any overtime services without express authorization from the City’s
Contract Administrator or his designee.

Contractor may use sub-contractors to perform the requirements of this contract. However,
subcontractors must meet and comply with all requirements, terms and conditions set forth herein. All
subcontracted services shall be warranted by and will be the responsibility of the Contractor.

EXHIBIT B
LANDFILL REFRIGERATED APPLIANCES RECOVERY SERVICES

COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the Project
during the entire term of the Project must not exceed $75,000.

DETAILED PROJECT COMPENSATION
See Contractor's response to RFP 21-32 (ATTACHMENT 1).

PRICING WORKBOOK

ATTACHMENT 1

Contractor’s UNIT PRICE shall include, but not limited to, all equipment, materials, shipping and delivery,
labor, tools, supplies, licenses, fees, insurance, wattanty, fucl sutcharges, profit and any other associated direct ot

indirect costs (excluding Sales Tax).

Sales tax shall not be included in the Unit Price for the purpose of determining the lowest cost. However, after
contract awatd, the Contractor shall charge sales tax as a separate item in their invoices.

LANDFILL REFRIGERATED APPLIANCES RECOVERY SERVICES
Estimated
Item# Description Unit of Annual | Unit Price | Extended
em Measure | Quantity (B) Price
(A) (Ax B)
Landfill Refrigerated Appliances

1 Recovery Services Each 1000 $10.00/Ea | $10,000
Grand Total | $10,000

DISCOUNT/PAYMENT TERMS: The City standard is 2% 20 days

Comply: YES

CONTRACTOR’S NAME: A-Gas US Inc. dba Rapid Recovety