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City Clerk Document No.
City Council Meeting Date: March 24, 2022
CITY OF CHANDLER SERVICES AGREEMENT
PROCESSING AND MARKETING OF CURBSIDE COLLECTED RECYCLABLE MATERIALS
CITY OF CHANDLER AGREEMENT NO. PW2-926-4473
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and United Fibers, LLC, a Colorado limited liability corporation
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred
to as Parties) and made
, 2022 (Effective Date).
RECITALS
A. City proposes to enter into an agreement for processing and marketing of recyclable materials
as more fully described in Exhibit A, which is attached to and made a part of this Agreement by this
reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
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terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.
SECTION III: PERIOD OF SERVICE
The term of the Agreement is ten months, and begins on March 1, 2022 and ends on December 31,
2022 unless sooner terminated in accordance with the provisions of this Agreement.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $ 660,000. Contractor must submit requests for payment for services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a
list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment
plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum
will be made in accordance with the percentage of the work completed during the preceding billing
period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work
completed on the service during the preceding month. All requests for payment must be submitted
to the City for review and approval. The City will make payment for approved and accepted services
within 30 days of the City’s receipt of the request for payment. Contractor bears all responsibility
and liability for any and all tax obligations that result from Contractor’s performance under this
Agreement.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
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records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
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appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.
5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors must
maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
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Name: Christina Pryor Name: Jim Ford
Title: Purchasing Manager Title:
Address: 175 S. Arizona Ave., 3rd Floor Address: 390 E. Ray Road
Chandler, AZ 85225 Chandler AZ, 85225
Phone: 480-782-2403 Phone: 480-726-0001
Email: christina.pryor@chandleraz.gov Email: jimf@unitedfibers.com
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.
5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
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the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
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full amount of such commission, percentage, brokerage, or contingent fee.
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.24 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.25 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
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the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
5.26 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
5.27 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.28 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
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5.29 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.30 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.33 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.34 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
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5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.43 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.
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EXHIBIT A
SCOPE OF SERVICES
The Contractor will provide recyclable material recovery services in accordance with the following
Scope of Work.
Material Recovery Facility
a.
The Contractor shall implement the necessary measures to ensure the facility will have the
capacity to handle all City needs during the term of the Agreement. The Contractor’s facility
is identified as the United Fibers processing facility located at 390 East Ray Road, Chandler,
AZ 85225. The Contractor will safely receive, process, market, and ship all of the volume
received from the City. The facility will allow for safe one-way traffic to weigh, drop, clean
the truck, and exit the facility. All of the processing will take place in a covered facility, where
the material is sorted into a saleable commodity and stored for shipment.
b.
If Contractor is unable to use the designated facility due to an emergency or sudden
unforeseen closure of the designated facility, Contractor may use an alternative facility
provided that Contractor receives written approval from City at least 24 hours prior to the
use of that alternative. If the use of the alternative facility increases City’s cost of collection
services Contractor shall be responsible for all such additional costs incurred.
c.
The Contractor shall be responsible for all operations, maintenance, monitoring, and
reporting requirements typically associated with the type of facility services provided
including, but not limited to, the following:
1.
Operating a scale system and calibrating the scales used in accordance with
regulations established by Arizona State Administration of Weights and Measures,
and standards in the industry.
2.
Weighing all in-coming collection vehicles that are delivering materials by, or on
behalf of, City.
3.
Weighing all out-going collection vehicles after delivery of materials by, or on behalf
of, City unless the tare weight of the collection vehicle has previously been
documented.
4.
Directing on-site traffic to appropriate unloading areas and providing a safe working
environment for facility users, visitors and employees.
5.
Weighing transport trailers in both an empty and loaded state to determine the net
weight of the materials delivered to the facility by, or on behalf of, City.
6.
Recording and maintaining records of the date, time, vehicle identification number,
tare weight, and gross weight of all collection vehicles transporting materials
delivered to the MRF or transfer station by, or on behalf of, City.
7.
Immediately clean up and remediate of any material that is spilled, scattered, leaked
or dropped as a result of the services provided.
d.
The Contractor shall, at a minimum, accept material five (5) days each week (Monday
through Friday) between the hours of 6:00 a.m. to 5:30 p.m. Contractor shall also accept
material on Saturday from 6:00 a.m. to 5:30 p.m. for any week in which one of the following
holidays falls on a weekday:
1.
New Year’s Day
2.
Independence Day
3.
Thanksgiving Day
4.
Christmas Day
e.
The Contractor shall implement the measures to segregate the materials delivered by, or
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on behalf of, City from material delivered by other entities.
f.
The Contractor shall implement the measures necessary to ensure the safety of all persons
and equipment on the Contractor’s property. This includes, but is not limited to, control of
debris, and traffic control for equipment operations when collection vehicles are staging,
unloading, maneuvering and performing clean out.
g.
The Contractor shall implement the inspection and operating procedures to address the
inadvertent receipt of hazardous materials at the facility.
h.
The Contractor shall implement the procedures to manage and eliminate, to the extent
practicable, dust, odor, litter, vectors, traffic congestion and other potential nuisances
regarding the operation of the facility.
Accepted Materials
a.
The Contractor will accept, process and market the following materials:
1.
Aluminum cans and foil;
2.
Steel/tin cans;
3.
Glass food and beverage containers;
4.
Newspaper, slick paper inserts;
5.
Magazines, paperback books;
6.
Residential mixed paper, junk mail inserts;
7.
Telephone books;
8.
Cardboard (corrugated, chipboard);
9.
Aerosol cans;
10.
Plastic bottles and containers (Recycling logo #1 through #6)
b.
The Contractor shall not dispose as waste any City recyclable material without prior
approval by the City. The Contractor shall notify the City of its intent to landfill City
recyclable materials, in writing, at least 10 days prior to the date it intends to begin
landfilling the material. The Contractor shall be responsible for all costs associated with the
landfilling of materials under this section.
c.
The Contractor will transport any non-recyclable materials received from the City to
Republic Service’s Cactus landfill or Waste Management’s Butterfield landfill.
Office and Personnel Requirements
a.
The Contractor shall provide sufficient personnel to efficiently and effectively meet the
requirements of the Scope of Work.
b.
The Contractor shall provide a local managing agent available to the City 365 days per year
from 6:00 a.m. to the later of 5:30 p.m. or one-half hour after daily collection activities are
complete. All persons acting as a local managing agent shall be identified as key staff and
a mobile phone number and email address for the individual will be provided to the City.
c.
The Contractor shall establish an operations office. The office shall be open on all City
recyclable collection days during the hours of 6:00 a.m. to the later of 5:30 p.m. or one-half
hour after daily collection activities are complete.
d.
The Contractor shall notify the Contract Administrator via telephone and email of any
complaints or inquiries from City residents within one business day.
e.
The Contractor shall notify the City via telephone or email of any incident that will affect
delivery to the Contractor’s facility as soon as the Contractor becomes aware of the
incident.
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Inspection Requirements
a.
The City may inspect the recyclables processing facility, including collection and processing
equipment, at any time without prior notice. City staff will check in at arrival and will inspect
operations only when it is safe to do so.
b.
The City may inspect the recyclables delivered to the recyclables processing facility by, or
on behalf of, the City at any time with no prior notice.
Invoices and Supporting Documentation
a.
The Contractor shall submit a statement of fees and revenues on or before the 20th of each
month for the previous month. The statement shall be itemized and include:
1. Total tons received
2. Tons by commodity
3. Total processing fee
Liquidated Damages
Any assessed liquidated damages will be withheld from payment due to the Contractor. When
revenue is due to the City, any assessed liquidated damages will be added to the revenue due to
the City.
Item
Description
Amount
General Items
1.
Failure to timely provide notice of use of alternative facility.
$100 per occurrence
Recyclables Processing Services
1.
Failure to receive materials during specified collection hours
$1,000 per load
2.
Failure to dispose of any materials at approved landfill
$1,000 per ton
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EXHIBIT B
COMPENSATION AND FEES
Section 1 – Processing Fee
The Processing Fee is a firm, fixed, all-inclusive fee for processing of City recyclable materials.
$35.00 per ton, paid by the City to the Contractor
Section 2 – Revenue Share
None.
Section 3 – Waste Disposal Fee
None.
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EXHIBIT C TO AGREEMENT
INSURANCE AND INDEMNIFICATION
1. SPECIAL AND HAZARDOUS WASTE INDEMNIFICATION
Contractor (as “Indemnitor”) agrees to indemnify, defend, save and hold harmless the City of
Chandler and its officers, officials, agents and employees (as “Indemnitee”) from and against any
and all demands, claims, complaints, losses, damages, actions or causes of action, assessments,
liabilities, costs or expenses including, without limitation, interest, penalties and reasonable
attorney’s fees and reasonable expenses of investigation and remedial work (including
investigations and remediation by engineers, environmental consultants and similar technical
personnel) asserted against or imposed upon or incurred by Indemnitee arising in connection
with, or resulting from, any Environmental Law, including but not limited to, any use, generation,
storage, spill, release, discharge or disposal of any Special Waste or Hazardous Waste that is now
or comes to be located on, at, about or under the property or because of, or in connection with,
the violation of any Environmental Law (hereinafter collectively referred to as “Claims”) to the
extent that such Claims are caused by the Fault of the Indemnitor, its officers, officials, agents,
employees, contractors, volunteers, tenants, subtenants, invitees or licensees. As used in this
section: (a) “Special Waste” or “Hazardous Waste” are those substances defined in Exhibit A and
include, but are not limited to substances defined as toxic or hazardous substances, pollutants,
or wastes by Environmental Law and the following substances: gasoline, kerosene, or other
petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing
asbestos or formaldehyde, and radioactive materials; (b) “Environmental Law” means federal,
state or local laws and regulations, including common law, that relate to health, safety or
environmental protection; and (c) “Fault” means those nonculpable acts or omissions giving rise
to strict liability under any Environmental Law pertaining to Special Waste, as well as culpable
conduct (negligence or willful misconduct). In consideration of the award of this Agreement, the
Contractor agrees to waive all rights of subrogation against the City, its officers, officials, agents,
and employees for losses arising from the work performed by the Contractor for the City.
2. INSURANCE REQUIREMENTS
Contractor and subcontractors must procure insurance against claims that may arise from or
relate to performance of the work hereunder by Contractor and its agents, representatives,
employees and subconsultants. Contractor and subcontractors must maintain that insurance
until all their obligations have been discharged, including any warranty periods under this
Agreement. These insurance requirements are minimum requirements for this Agreement and in
no way limit the indemnity covenants contained in this Agreement. The City in no way warrants
that the minimum limits stated in this section are sufficient to protect the Contractor from
liabilities that might arise out of the performance of the work under this Agreement by the
Contractor, his agents, representatives, employees or subcontractors and Contractor is free to
purchase such additional insurance as may be determined necessary.
2.1.
MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor must provide coverage with
limits of liability not less than those stated below. An excess liability policy or umbrella
liability policy may be used to meet the minimum liability requirements provided that the
coverage is written on a “following form” basis.
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2.1.1. Commercial General Liability – Occurrence Form
Policy must also include coverage for products completed operations,
independent contractors, personal injury, property damage, and advertising
injury.
General Aggregate
$4,000,000
Products – Completed Operations Aggregate
$2,000,000
Personal and Advertising Injury
$2,000,000
Each Occurrence
$2,000,000
The policy must be endorsed via blanket-form endorsement to include the
following as additional insureds: "The City of Chandler, its agents, representatives,
officers, directors, officials, employees, and volunteers This endorsement may not
contain an exclusion or limitation of completed operations coverage as regards
the additional insured except with respect to the stated aggregate limits of liability.
The policy may not exclude the explosion/collapse/underground (“xcu”) hazard.
2.1.2. Automobile Liability
Bodily Injury and Property Damage coverage for any owned, hired, and non-owned
vehicles used in the performance of this Agreement.
Combined Single Limit (CSL)
$1,000,000
The policy must via blanket form endorsement contain the “CA 9948”
endorsement. The policy must also be endorsed to include the following
additional insureds: "The City of Chandler its agents, representatives, officers,
directors, officials, employees, and volunteers
2.1.3. Worker’s Compensation and Employers’ Liability
Workers’ Compensation
Statutory
Employers’ Liability
Each Accident
$1,000,000
Disease – Each Employee
$1,000,000
Disease – Policy Limit
$1,000,000
•
Policy must contain a blanket-form waiver of subrogation endorsement against
the City of Chandler.
•
This requirement does not apply when a contractor or subcontractor is exempt
under A.R.S. 23-902(E), AND when such contractor or subcontractor executes
the appropriate sole proprietor waiver form.
2.1.4. Pollution Legal Liability:
If the Scope of Services in this Agreement requires the acceptance, transport,
storage or disposal of any hazardous materials or regulated substances, the facility
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must provide coverage with limits of at least:
Per Incident
$5,000,000
Annual Aggregate
$5,000,000
•
The policy should be written on an “occurrence” basis with no sunset clause or
if written on a “claims-made” basis, it must be maintained for a period of not
less than eight years with the retroactive date to be prior to or held constant
with the date of this contract.
•
Such insurance must name the City of Chandler and its subsidiaries and affiliates
as Additional Insureds with respect to liability arising out of the activities
performed by, or on behalf of the Contractor.
•
The auto liability policy must contain an “MCS-90” endorsement providing for
clean-up of pollution conditions arising from transported product.
•
The policy must include coverage for:
o On and off-site cleanup of sudden and gradual pollution conditions arising
from the Contractor’s facility.
o Third-party claims for on and off-site bodily injury including sickness,
disease, mental anguish, or shock sustained by any person, including death
and medical monitoring costs.
o Third-party claims for property damage including physical injury to or
destruction of tangible property including the resulting loss of use thereof,
cleanup costs and the loss of use of tangible property that has not been
physically injured or destroyed and diminution in value.
o Claims resulting in bodily injury, property damage or cleanup costs
associated with a pollution condition from transported cargo if the Scope of
Services in the Agreement requires the transportation of any hazardous
materials.
o Defense including costs, charges and expenses incurred in the investigation,
adjustment, or defense of claims for such compensation damages.
3. ADDITIONAL INSURANCE REQUIREMENTS: The policies are to contain, or be endorsed to
contain, the following provisions:
3.1
On insurance policies where the City of Chandler is named as an additional insured, the
City of Chandler is an additional insured to the full limits of liability purchased by the
Contractor even if those limits of liability are more than those required by this Agreement.
3.2
The Contractor’s insurance coverage must be primary insurance and non-contributory with
respect to all other available sources.
4. NOTICE OF CANCELLATION: Each insurance policy required by the insurance provisions of
this Agreement other than workers’ compensation and pollution legal liability must provide
the required coverage and must provider thirty (30) days prior written notice of cancellation
to the City except for non-payment of premium for which a ten (10) day notice will be provided.
All required notices may be sent via email and must be sent directly to the addresses listed
below and must be sent by certified mail, return receipt requested:
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City of Chandler
Attention: Purchasing Division
P.O. Box 4008, Mail Stop 901
Chandler, Arizona 85244-4008
Phone: (480) 782-2400
Email: purchasing@chandleraz.gov
With a copy to:
Office of the City Attorney
Attention: Risk Management
175 South Arizona Avenue
P.O. Box 4008 Mail Stop 602
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.notices@chandleraz.gov
5. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed or
authorized to do business in the state of Arizona and with an “A.M. Best” rating of not less than
A- VII. The City in no way warrants that the above-required minimum insurer rating is sufficient
to protect the Contractor from potential insurer insolvency.
6. VERIFICATION OF COVERAGE: Contractor must furnish City with certificates of insurance
(ACORD form or equivalent approved by City) as required by this Agreement. The certificates
for each insurance policy are to be signed by a person authorized by that insurer to evidence
coverage on its behalf. All certificates and blanket-form endorsements are to be received and
approved by City before the Agreement is signed by the City. Each insurance policy required
by this Agreement must be in effect at or prior to commencement of this Agreement and
remain in effect for the duration of the Agreement. Failure to maintain the insurance policies
as required by this Agreement or to reasonably provide evidence of renewal is a material
breach of this Agreement. All certificates required by this Agreement must be sent directly to
the City of Chandler Solid Waste Division with a copy to Risk Management at the addresses
listed in Section 3. The Agreement number and description are to be noted on the certificate
of insurance. At City’s request, Contractor must make certified copies of all insurance policies
required by this Agreement available for City’s review through a representative and at
Contractor’s most proximate business location. City agrees to only make this request if there
is a legitimate business need for City to view one or more policies.
7. SUBCONTRACTORS: Contractors’ policies, other than workers’ compensation, must include all
subcontractors as additional insureds under its policies or Contractor must furnish to the City
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors must be subject to the minimum requirements identified above.
8. APPROVAL: Any modification or variation from the insurance requirements in this Agreement
must have prior approval from the Office of the City Attorney, whose decision is final. Such
action will not require a formal contract amendment but may be made by administrative
action.
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EXHIBIT D
SPECIAL CONDITIONS
NONE
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