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Home My WebLink AboutC2012-359 - 9/18/2012 - ApprovedI a a Q a I Is I SERVICE AGREEMENT Service Agreement No. SA13-003 THIS Household Hazardous Waste Disposal Service Agreement (this "Agreement") is entered into by and between Stericycle SpeciWty Waste Solutions, Inc. (the "Contractor") and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City"), by and through its duly authorized City Manager or designee ("City Manager'), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Household Hazardous Waste Disposal in response to Bid Invitation No. BI-0169-12 and is incorporated and attached as Exhibit A; WHEREAS the City has determined. Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Household Hazardous Waste Disposal in accordance with Bid Invitation No. BI-0169-12. 2. Term. This Agreement is for thirty-six (36) months commencing on 10/1/2012 and continuing through 9/30/2015 . The term includes an option to extend for up to two (2) additional twelve-month periods subject to the approval of the Contractor and the City Manager, or designee. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non - performance and authorizations for payment. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Director of Solid Waste Operations. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages or intent not to renew any of the policies. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. 2012-359 9/18/12 M2012-166 Stericycle Specialty Waste 6. Assignment No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on July 31 is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or Bid Invitation No. BI-0169-12, or the Contractor's bid offer to Bid Invitation No. BI-0169-12 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 1 1. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Bid Invitation No. BI-0169-12. Failure to keep all insurance policies and performance bonds in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to Z:� cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty-four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13- Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a 'Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Lawrence Mikolaiczyk Director, Solid Waste Operations P.O. Box 9277 Corpus Christi, Texas 78469 -9277 Fax No.: 361- 826 -1972 111 � we "O i •31 Contractor Steric cy le Specialty Waste Solutions, Inc. Contact Attention: BE an Brown — Sales Solutions Executive Address: 2120 Southwest Blvd. City, State, Tulsa OK 74107 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods /services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month -to -month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, . for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ( "INDEMNITEES ") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMER TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this 13th day of July , 2012. Contractor Stericycle Specialty Waste Solutions. Inc_ Bryan Brown Title: Sales Solutions Executive CITY Michael Rbxrera. Assistant Director of -CARLOS VALDEZ, CITY ATTORNEY By: Assistant City Att0—;,?y-7-�>F4-> Incorporated by Reference: Exhibit A: Bid Invitation No- BI-0169-12 Exhibit B: Bidder's Bid Jim t %u I ll iE�RF Akp� CERTIFICATE CAF` LIABILITY INSURANCE 1 D0900 2 D'Y Y THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CO NTA CT MARSH USA INC. NAME: 540 W. MADISON PHONE Not: CHICAGO, IL 60561 E-MAIL ADDRESS: Attn: chicago,CertRequest @marsh.com 350206- SWS- 2PLLs -11 -13 INSURED STERICYCLE SPECIALTY WASTE SOLUTIONS INC 28161 N. KEITH DRIVE LAKE FOREST, IL 60045 COVERAGES CERTIFICATE NUMBER: INSURER A : Lexington Insurance Company 19437 INSURER B : Hartford Fire Insurance Cc 19682 INSURER 1: Allied World National Assurance Company 10690 INSURER D: Hartford Insurance Company Of Midw 37478 INSURER E: Twin City Fire Insurance Co 29459 INSURER F LIMITS CHI- 004527670 -01 REVISION N UMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF (MMFDD POLICY EXP MMID LIMITS A GENERAL LIABILITY EG 1932356 11 O 2011 11108/2012 EACH OCCURRENCE $ 1,000,000 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1, OCCUR DAMAGE TO RENTED PREMISES Ea occurrence ) $ 300,000 MED EXP (Any one person) $ 25,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMITAPPLIESPER: PRODUCTS - COMP /OPAGG $ 2,000,000 X POLIpY X PRO- X LOC $ B AUTOMOBILE LIABILITY 83 CSE 513402 (AOS) 06101012 06101/2013 Ea ac B . I c ED SINGLE LIMIT $ 5,000,000 X BODILY INJURY (Per person) $ B ANY AUTO 21 CSE 513403 (PR) 06/01/2012 06101/2013 ALL OWNED SCHEDULED AUTOS AUTOS `PHYSICAL DAMAGE - SELF INSURED BODILY INJURY (Per accident) $ NON-OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Peracciden^d $ $ C X UMBRELLA LIAR X OCCUR 0305 -0836 11/08/2011 11108/2012 EACH OCCURRENCE s 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB I CLAIMS -MADE DED X I RETENTION $ 10,000 D WORKERS COMPENSATION 83 WN S13400 (AOS) 06/0112012 06/01/2013 X WC STATU- 9T - E AND EMPLOYERS' LIABILITY ANY PROPRIETOPJPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? LN] (Mandatory in NH) If es, describe under DESCRIPTION OF OPERATIONS below NIA 83 WEIR S13401(WI) 06101!2012 06!01!2013 E. L. EACH ACCIDENT S 1,000,000 E.L. DISEASE» EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000. A POLLUTION LEGAL LIABILITY PLS 13167560 11108/2011 0610112014 EACH OCCURRENCE 10 AGGREGATE 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES (Attach ACORD 101, Additional Remarks Schedule,. If more Space is required) City of Corpus Christi Solid Waste Department is included as additional insured under the general and auto liability policies as their interest may appear, but only to the extent such status is required by theirwrtten contract or written agreement with the Named Insured. Waiver of Subrogation applies in favor of the Certificate Holder under the General Liability and Workers Compensation policies but only as required by written contract /written agreement with the Named Insured. City of Carpus Christi Solid Waste Department 1201 Leopard Stmt Corpus Christi, TX 78401 -2825 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee esU. O 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD