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HomeMy WebLinkAboutCedar Valley Recycling & Transfer-4/26/2010EXHIBIT "A" CONTRACT FOR RECYCLING SERVICES This Contract for Recycling Services (the "Agreement") is entered into as of Ir t, O. l Q , 201 and between the City of Waterloo, Iowa ("City") and Ceo1 or 0'e t? is �Yw-�t V ("Contractor"). In consideration of the mutual promises exchanged herein, the parties agree as follows: 1. Services. Contractor agrees to provide the recycling services described in the Request for Proposal — Recycling Services, at the cost to the City and/or for the compensation to the City set forth in the Service Fee and Compensation Addendum hereto. Compensation will be based on "Official Board Markets Yellow Sheet" listings, or such other additional third -party market reports to which the parties may agree, for various recyclable commodities. By the 15th day of each month, Contractor will provide the City a report that itemizes all sales of the City's recyclable materials in the preceding calendar month. Contractor will remit payment to the City by the last day of the same month. 2. Contract Documents. The following documents (collectively, the "Contract Documents") are hereby incorporated by reference as though set forth herein in full: a. Request for Proposal b. Service Fee and Compensation Addendum c. Attachments d. Response (Proposal) from Contractor In the event of conflict between the provisions of the Contract Documents and this Agreement, the provisions of this Agreement shall prevail. 3. Term. The initial term of this Contract shall be for five (5) years, from May 1, 2010 to April 30, 2015. The City and Contractor may renew the Contract for an additional two (2) year period by mutual written agreement. Thirty (30) days' notice must be given to renew the Contract for the additional period. 4. Reporting; Records. Contractor shall exercise best efforts to maintain communication with City personnel whose involvement in the project is necessary or advisable for successful and timely completion of the work. Communications between the parties shall be verbal or in writing, as requested by the parties or as dictated by the subject matter to be addressed. Written communication shall be delivered in the manner set forth below. Contractor shall maintain all project records for a minimum period of three (3) years after the date of final payment for services rendered under this Agreement. During the term of this Agreement and for the ensuing record -retention period, Contractor shall make any or all project records available upon reasonable request, and in any event within two (2) business days of request, to City for the purpose of making audit, examination, excerpts and/or transcriptions. Contractor shall also permit access to its employment books, records and accounts to the City's Affirmative Action Officer, for purpose of investigation to ascertain compliance with rules and regulations of the City's Affirmative Action Program — Contract Compliance Provisions. For purposes of this section, "records" means any and all books, documents, papers and records of any type or nature that are directly pertinent to this Agreement. Contractor agrees to furnish, upon termination of this Agreement and upon demand by the City, copies of all basic notes and sketches, charts, computations, and any other data prepared or obtained by Contractor pursuant to this Agreement, without cost and without restrictions or limitation as to the use relative to specific projects covered under this Agreement. In such event, Contractor shall not be liable for the City's use of such documents on other projects. 5. Indemnity. Except as to any negligence of City, its officials, officers, employees or agents, in the performance of any duty under this Agreement, Contractor agrees to defend and indemnify City, its officials, officers, employees and agents, and to hold same harmless, from and against any and all claims, demands, causes of action, losses, costs, or liabilities whatsoever, including but not limited to reasonable attorneys' fees and expenses, arising from or in connection with the acts or omissions of Contractor, its employees, agents, and permitted subcontractors, in providing the services contemplated by this Agreement. 6. Notice. Any notice or communications required under this Contract shall be mailed or delivered to the parties at the following addresses. The agent for Contractor shall be , whose address for the purposes of this Contract is . The agent for the City shall be the Superintendent of Waste Management Services, or designee, whose address for the purposes of this Contract is 3505 Easton Ave., Waterloo, Iowa, 50702. 7. Default; Termination for Cause. In the event that Contractor defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of fourteen (14) days after notice thereof shall have been given by City to Contractor (or for a period of twenty-eight (28) days after such notice if such default is curable but requires acts to be done or conditions to be remedied which, by their nature, cannot be done or remedied within such 28 -day period and thereafter Contractor fails to diligently and continuously prosecute the same to completion within such 28 -day period), then City may declare that Contractor is in default hereunder and may take any one or more of the following steps, at its option: a. by mandamus or other suit, action or proceeding at law or in equity, require Contractor to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by any such default; b. have access to and inspect, examine and make copies of all books and records of Contractor which pertain to the project; c. terminate this Agreement by delivery to Contractor of written notice of termination; and/or d. take whatever other action at law or in equity may be necessary or desirable to enforce the obligations and covenants of Contractor hereunder, including but not limited to the recovery of funds. 2 No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of City to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. In the event that City prevails against Contractor in a suit or other enforcement action hereunder, Contractor agrees to pay the reasonable attorneys' fees and expenses incurred by City. 8. Termination for Convenience. This Agreement may be terminated at any time, in whole or in part, upon the mutual written agreement of the parties. City may also choose to terminate this Agreement at any time by delivering to Contractor 90 -days' advance written notice of intent to terminate. 9. Non -Assignable Duties. Contractor may not assign its duties hereunder without the prior written consent of City. 10. Independent Contractor. Contractor is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of City. Contractor has no power or authority to enter into contracts or agreements on behalf of City. City shall determine the work to be done by Contractor, but Contractor shall determine the legal means by which it performs the work specified by City. City is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes Contractor. Neither Contractor nor its employees, if any, shall be entitled to receive any benefits which employees of City are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, pension, or any benefits of any type or nature whatsoever on account of their work for City. Contractor shall be solely responsible for compensating its employees, if any. 11. Press and Publicity. The City shall be responsible for all press and publicity related to recycling within the City of Waterloo. Any and all efforts made by the Contractor that will affect the operation under this Contract shall be reviewed by the City prior to initiation. This is to assure that conflicting messages will not be conveyed. The City shall not unreasonably restrict the normal business advertising of Contractor. 12. Equal Opportunity Clause. Contractor shall keep on file an Equal Opportunity Clause and Affirmative Action Program that shall be reviewed and approved by the City of Waterloo prior to commencement of work under this Contract. 13. Severability. In the event any provision of this Agreement, together with the Contract Documents, is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 14. General Terms. This Agreement, together with the Contract Documents, constitutes the entire agreement between the parties pertaining to the subject matter hereof. This Agreement may not be modified or amended except pursuant to the mutual written agreement of 3 the parties. This Agreement is binding on the parties and the heirs, personal representatives, successor and assigns of each. Time is of the essence in the performance of the terms hereof. IN WITNESS WHEREOF, the parties have executed this Contract for Recycling Services by their duly authorized representatives as of the date first set forth above. CITY OF ATERLOO, IOWA By: I La �1 rnest G. Clark, Mayor [Contractor] Attest. Suzy S a, City Clerk 4 Uk;l7tOiA.Leivi,(A SERVICE FEE AND COMPENSATION ADDENDUM Compensation for Contractor: (Terms and amount of payment) Compensation for City: (Terms and amount of payment)