Exhibit_F_-_Draft_Agreement.pdf

EXHIBIT F

Contract No. XXXXX

COUNTY OF SACRAMENTO

COMMUNITY SERVICES AGENCY

AGREEMENT FOR RESIDENTIAL CURBSIDE COLLECTION OF GARBAGE,

ORGANICS, RECYCLABLES, OIL, AND BULKY WASTE MATERIAL IN THE

SOUTH COUNTY AREA

(COUNTY CHARTER SECTION 71-J)

THIS AGREEMENT is made and entered into on DATE by and between the COUNTY OF SACRAMENTO, a political subdivision of the State of California, hereinafter referred to as “COUNTY”, name of contracting party and nature of entity, hereinafter referred to as “CONTRACTOR.”

RECITALS

WHEREAS, COUNTY has determined that it is necessary to retain a CONTRACTOR for collection services that have historically been provided in the County unincorporated area south of Calvine Road and its westerly and easterly extensions thereto (“South County Area”) via private permit and/or contract since about 1964-65; and

WHEREAS, the services to be provided by CONTRACTOR represent services provided by COUNTY employees and, accordingly, COUNTY has complied with the requirements of Sacramento County Charter Section 71-J; and

WHEREAS, COUNTY issued and advertised a Request for Proposals on DATE and selected CONTRACTOR from among the respondents on the basis of CONTRACTOR submitting the proposal providing the best ability of meeting the COUNTY’s needs and providing the best value; and

WHEREAS, CONTRACTOR submitted a proposal to provide such services and value to COUNTY; and

WHEREAS, COUNTY and CONTRACTOR desire to enter into this Agreement on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, COUNTY and CONTRACTOR agree as follows:

1. SCOPE OF SERVICES

CONTRACTOR shall provide services in the amount, type and manner described in Exhibit A, which is attached hereto and incorporated herein.

EXHIBIT F

2. TERM

This Agreement shall be effective and commence as of the date first written above and shall remain in effect until June 30, 2031. Up to three (3) one-year extensions may be approved by mutual agreement of both parties. COUNTY’S Director is authorized to amend this Agreement with CONTRACTOR to extend the term under this provision.

3. NOTICE

Any notice, demand, request, consent, or approval that either party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail, addressed as follows:

TO COUNTY:

Department of Waste Management and Recycling 10863 Gold Center Dr.

Rancho Cordova, CA 95670 Attn: Keith Goodrich

TO CONTRACTOR:

NAME

Street Address C,S,Z Attn: Name

Either party may change the address to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address to the other party, which shall be effective upon receipt.

4. COMPLIANCE WITH LAWS

A. CONTRACTOR shall observe and comply with all applicable Federal, State, and County laws, regulations, and ordinances.

B. Economic Sanctions: Pursuant to California State Executive

Order N-6-22 (Order) imposing economic sanctions against Russia and declaring support of Ukraine, County shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter into a contract with any such individual or entity while the Order is in effect.

5. GOVERNING LAWS AND JURISDICTION

This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California. Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California.

6. LICENSES AND PERMITS

A. CONTRACTOR shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento and all other appropriate governmental agencies, including any certification and credentials required by COUNTY. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by COUNTY.

B. CONTRACTOR further certifies to COUNTY that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state or county government contracts. CONTRACTOR certifies that it shall not contract with a subcontractor that is so debarred or suspended.

7. PERFORMANCE STANDARDS

CONTRACTOR shall perform its services under this Agreement in accordance with the industry and/or professional standards applicable to CONTRACTOR’S services in the same region.

8. OWNERSHIP OF WORK PRODUCT

All technical data, evaluations, plans, specifications, reports, documents, or other work products developed by CONTRACTOR provided hereunder shall be the exclusive property of COUNTY and shallbe delivered to COUNTY upon completion of the services authorized hereunder. CONTRACTOR may retain copies thereof for its files and internal use. Publication of the information directly derived from work performed or data obtained in connection with services rendered under this Agreement must first be approved in writing by COUNTY. COUNTY recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of CONTRACTOR’S services and are not designed for use other than what is intended by this Agreement.

9. CONFIDENTIALITY

A. All access granted to CONTRACTOR to data contained within the

COUNTY’S utility billing system shall be considered confidential and CONTRACTOR shall prevent any and all unauthorized access to such data. Prior to obtaining access to data contained within the COUNTY’S utility billing system, CONTRACTOR shall sign COUNTY’S IT Security Policy, a copy of which is attached hereto as Attachment 3 and incorporated herein, and further defined with the following provisions:

1. CONTRACTOR’S IT Security Policy is at least as protective as

COUNTY’S IT Security Policy as determined and approved by COUNTY; and

2. Each individual acting, on behalf of CONTRACTOR, shall have signed CONTRACTOR’S IT Security Policy.

B. If it is determined that unauthorized access to confidential utility billing system data was gained through the CONTRACTOR’S authorized access, then this shall be grounds for termination of this Agreement at the sole option of COUNTY pursuant to the termination provisions of this Agreement.

In the event an individual acting on behalf of CONTRACTOR violates CONTRACTOR’S IT Security Policy, which was previously approved by COUNTY, CONTRACTOR shall take immediate action, defined as no later than 48-hours after notification by COUNTY of the violation of the CONTRACTOR’S IT Security Policy, to remove that individual’s access to COUNTY’S utility billing system and report to COUNTY the extent of the violation and what administrative steps are recommended to be taken to mitigate any damages caused by such violation of the CONTRACTOR’S IT Security Policy.

10. STATUS OF CONTRACTOR

A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’S employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto. CONTRACTOR’S assigned personnel shall not be entitled to any benefits payable to employees of COUNTY. COUNTY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Agreement; and as an independent contractor, CONTRACTOR hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

B. It is further understood and agreed by the parties hereto that

CONTRACTOR in the performance of its obligation hereunder is subject to the control or direction of COUNTY as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by CONTRACTOR for accomplishing the results.

C. If, in the performance of this Agreement, any third persons are employed by CONTRACTOR, such person shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR, and the COUNTY shall have no right or authority over such persons or the terms of such employment.

D. It is further understood and agreed that as an independent contractor and not an employee of COUNTY, neither the CONTRACTOR nor CONTRACTOR’S assigned personnel shall have any entitlement as a COUNTY employee, right to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligation whatsoever. CONTRACTOR shall not be covered by worker’s compensation; nor shall CONTRACTOR be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the COUNTY to employees of the COUNTY.

E. It is further understood and agreed that CONTRACTOR must issue

W-2 and 941 Forms for income and employment tax purposes, for all of CONTRACTOR’S assigned personnel under the terms and conditions of this Agreement.

11. CONTRACTOR IDENTIFICATION

CONTRACTOR shall provide the COUNTY with the following information for the purpose of compliance with California Unemployment Insurance Code section 1088.8 and Sacramento County Code Chapter 2.160:

CONTRACTOR’S name, address, telephone number, social security number or federal tax identification number, and whether dependent health insurance coverage is available to CONTRACTOR.

12. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT

REPORTING OBLIGATIONS

A. CONTRACTOR’s failure to comply with state and federal child, family and spousal support reporting requirements regarding CONTRACTOR’s employees or failure to implement lawfully served wage and earnings assignment orders or notices of assignment relating to child, family and spousal support obligations shall constitute a default under this Agreement.

B. CONTRACTOR’s failure to cure such default within 90 days of notice by COUNTY shall be grounds for termination of this

Agreement.

13. BENEFITS WAIVER

If CONTRACTOR is unincorporated, CONTRACTOR acknowledges and agrees that CONTRACTOR is not entitled to receive the following benefits and/or compensation from COUNTY: medical, dental, vision and retirement benefits, life and disability insurance, sick leave, bereavement leave, jury duty leave, parental leave, or any other similar benefits or compensation otherwise provided to permanent civil service employees pursuant to the County Charter, the County Code, the Civil Service Rule, the Sacramento County Employees’ Retirement System and/or any and all memoranda of understanding between COUNTY and its employee organizations. Should CONTRACTOR or any employee or agent of CONTRACTOR seek to obtain such benefits from COUNTY, CONTRACTOR agrees to indemnify and hold harmless COUNTY from any and all claims that may be made against COUNTY for such benefits.

14. CONFLICT OF INTEREST

CONTRACTOR and CONTRACTOR’S officers and employees shall not have a financial interest, or acquire any financial interest, direct or indirect, in any business, property or source of income which could be financially affected by or otherwise conflict in any manner or degree with the performance of services required under this Agreement.

15. LOBBYING AND UNION ORGANIZATION ACTIVITIES

A. CONTRACTOR shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations.

B. If services under this Agreement are funded with state funds granted to COUNTY, CONTRACTOR shall not utilize any such funds to assist, promote or deter union organization by employees performing work under this Agreement and shall comply with the provisions of Government Code Sections 16645 through 16649.

16. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS

AND FACILITIES

A. CONTRACTOR agrees and assures COUNTY that CONTRACTOR and any sub-Contractors shall comply with all applicable federal, state, and local Anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of COUNTY, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of COUNTY employees and agents, and recipients of services are free from such discrimination and harassment.

B. CONTRACTOR represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code § 12900 et seq.), and regulations and guidelines issued pursuant thereto.

C. CONTRACTOR agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable anti-discrimination laws and this provision.

D. CONTRACTOR shall include this nondiscrimination provision in all subcontracts related to this Agreement.

17. INDEMNIFICATION

To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless COUNTY, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents, (individually an “Indemnified Party” and collectively “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, expert fees, and reasonable attorneys' fees, resulting from injuries to or death of any person, including employees of either party hereto, and damage to or destruction of any property, or loss of use or reduction in value thereof, including the property of either party hereto, arising out of, pertaining to, or resulting from the acts or omissions of CONTRACTOR, its officers, employees, or agents, or the acts or omissions of anyone else directly or indirectly acting on behalf of CONTRACTOR, or for which CONTRACTOR is legally liable under law except only such injury, death, or damage, to the extent it is caused by the negligence of an Indemnified Party. CONTRACTOR shall not be liable for Claims caused by the sole negligence or willful misconduct of an Indemnified Party.

The right to defense and indemnity under this Section arises upon occurrence of an event giving rise to a Claim and, thereafter, upon tender in writing to CONTRACTOR. CONTRACTOR shall defend the

Indemnified Parties with counsel reasonably acceptable to COUNTY.

Notwithstanding the foregoing, the parties expressly agree that CONTRACTOR’s defense obligation under this indemnity obligation shall require CONTRACTOR to defend the Indemnified Parties until any of the following occur: (1) the judgment has become final by a Court of Competent Jurisdiction, (2) other mutually agreeable dispute resolution or settlement process establishing the proportionate percentage of fault of the parties under law. In the event that fault is apportioned between COUNTY and CONTRACTOR, CONTRACTOR’s final cost of defense shall not exceed its proportionate percentage of fault. To the extent that CONTRACTOR’s cost of defense exceeds its proportionate percentage of fault, COUNTY shall reimburse CONTRACTOR. If requested by COUNTY, CONTRACTOR agrees to participate, at its own expense, in the defense of a Claim to provide testimony or to produce documents or other relevant information.

To the extent permitted by law, this indemnity obligation shall not be limited by the types and amounts of insurance or self-insurance maintained by CONTRACTOR or CONTRACTOR’s sub-consultants or subcontractors at any tier.

Nothing in this indemnity obligation shall be construed to create any duty to any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party.

The provisions of this indemnity obligation shall survive the expiration or termination of the Agreement.

18. INSURANCE

Without limiting CONTRACTOR’S indemnification, CONTRACTOR shall maintain in force at all times during the term of this Agreement and any extensions or modifications thereto, insurance as specified in Exhibit B.

It is the responsibility of CONTRACTOR to notify its insurance advisor or insurance carrier(s) regarding coverage, limits, forms and other insurance requirements specified in Exhibit B. It is understood and agreed that COUNTY shall not pay any sum to CONTRACTOR under this Agreement unless and until COUNTY is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this agreement may be grounds for material breach of contract.

19. PERFORMANCE BOND

CONTRACTOR shall provide to COUNTY a performance bond to secure performance of CONTRACTOR’s obligations under this Agreement. The bond shall be in a form satisfactory to COUNTY and shall be obtained from an admitted surety insurer authorized to do business in California.

The bond amount shall be in the amount of one million dollars ($1,000,000), and shall be solely for the protection of COUNTY, conditioned upon the faithful performance by CONTRACTOR of the terms and conditions of this Agreement and further upon the condition that if CONTRACTOR fails to comply with any such term or condition, and such failure continues for a period of thirty (30) days after CONTRACTOR receives written notice thereof, there shall be recoverable jointly and severally from the principal and surety of the bond any damage or loss suffered by COUNTY as a result, including, without limitation, the full amount of any compensation, plus costs and reasonable attorneys’ fees, up to the full amount of the performance bond. The bond shall contain a provision that the surety thereon expressly waives the provisions of California Civil Code Sections 2819 and 2845. The required performance bond shall be maintained throughout the term of this Agreement and annually renewable, but shall allow for the surety’s non-renewal without penalty at the surety’s option. Performance bonds shall be renewed annually, no later than March 31 of each year, so that a bond is in effect at all times from the Commencement Date through the remainder of the Term.

20. INFORMATION TECHNOLOGY ASSURANCES

CONTRACTOR shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by CONTRACTOR in the performance of services under this Agreement, other than those owned or provided by COUNTY, shall be free from viruses. Nothing in this provision shall be construed to limit any rights or remedies otherwise available to COUNTY under this Agreement.

21. GOOD NEIGHBOR POLICY

A. CONTRACTOR shall comply with COUNTY’S Good Neighbor Policy. CONTRACTOR shall establish good neighbor practices for its facilities that include, but are not limited to, the following:

1. Provision of parking adequate for the needs of its employees and service population;

2. Provision of adequate waiting and visiting areas;

3. Provision of adequate restroom facilities located inside the facility;

4. Implementation of litter control services;

5. Removal of graffiti within seventy-two hours;

6. Provision for control of loitering and management of crowds;

7. Maintenance of facility grounds, including landscaping, in a manner that is consistent with the neighborhood in which the facility is located;

8. Participation in area crime prevention and nuisance abatement efforts; and

9. Undertake such other good neighbor practices as determined appropriate by COUNTY, based on COUNTY’S individualized assessment of CONTRACTOR’S facility, services and actual impacts on the neighborhood in which such facility is located.

B. CONTRACTOR shall identify, either by sign or other method as approved by the Director, a named representative who shall be responsible for responding to any complaints relating to CONTRACTOR’S compliance with the required good neighbor practices specified in this Section. CONTRACTOR shall post the name and telephone number of such contact person on the outside of the facility, unless otherwise advised by Director.

C. CONTRACTOR shall comply with all applicable public nuisance ordinances. CONTRACTOR shall establish an ongoing relationship with the surrounding businesses, law enforcement and neighborhood groups and shall be an active member of the neighborhood in which CONTRACTOR’S site is located.

D. If COUNTY finds that CONTRACTOR has failed to comply with the

Good Neighbor Policy, COUNTY shall notify CONTRACTOR in writing that corrective action must be taken by CONTRACTOR within a specified time frame. If CONTRACTOR fails to take such corrective action, COUNTY shall take such actions as are necessary to implement the necessary corrective action. COUNTY shall deduct any actual costs incurred by COUNTY when implementing such corrective action from any amounts payable to CONTRACTOR under this Agreement.

E. CONTRACTOR’S continued non-compliance with the Good

Neighbor Policy shall be grounds for termination of this Agreement and may also result in ineligibility for additional or future contracts with COUNTY.

22. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS

A. Compensation under this Agreement shall be as set forth in section 6 of the COUNTY’s RFP (Attachment 1), CONTRACTOR’s Proposal (Attachment 2), and be limited to the Maximum Total Payment Amount set forth in Exhibit C, or Exhibit C as modified by COUNTY in accordance with express provisions in this

B. COUNTY and CONTRACTOR shall establish a mutually agreeable payment process to ensure CONTRACTOR is being paid the net amount due to CONTRACTOR for each account serviced each month.

C. CONTRACTOR shall maintain for four (4) years following termination of this agreement full and complete documentation of all services and expenditures associated with performing the services covered under this Agreement. Expense documentation shall include: time sheets or payroll records for each employee;

receipts for supplies; applicable subcontract expenditures;

applicable overhead and indirect expenditures.

D. In the event CONTRACTOR fails to comply with any provisions of this Agreement, COUNTY may withhold payment until such non-compliance has been corrected.

23. SUBCONTRACTS, ASSIGNMENT

A. CONTRACTOR shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this Agreement. CONTRACTOR remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement.

CONTRACTOR shall be held responsible by COUNTY for the performance of any sub-Contractor whether approved by COUNTY or not.

B. This Agreement is not assignable by CONTRACTOR in whole or in part, without the prior written consent of COUNTY.

24. AMENDMENT AND WAIVER

Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by DIRECTOR and counsel for COUNTY.

25. SUCCESSORS

This Agreement shall bind the successors of COUNTY and CONTRACTOR in the same manner as if they were expressly named.

26. TIME

Time is of the essence of this Agreement.

27. INTERPRETATION

This Agreement shall be deemed to have been prepared equally by both of the parties, and the Agreement and its individual provisions shall not be construed or interpreted more favorably for one party on the basis that the other party prepared it.

28. DIRECTOR

As used in this Agreement, "Director" shall mean the Director of the Department of Waste Management and Recycling for County ofSacramento or his/her designee. Director shall administer this Agreement on behalf of the COUNTY, and has authority to make non-material administrative amendments to this Agreement on behalf of the COUNTY including, but not limited to pricing, management practices, etc. Unless otherwise provided herein or required by applicable law, Director shall be vested with all the rights, powers, and duties of COUNTY herein. With respect to matters herein subject to the approval, satisfaction, or discretion of COUNTY or Director, the decision of the Director in such matters shall be final.

29. DISPUTES

In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of any such dispute, CONTRACTOR shall continue without delay to carry out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein.

COUNTY shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within 15 calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California

Government Code or as otherwise set forth in local, state and federal law.

27. TERMINATION

A. Termination by CONTRACTOR/Payment of Penalty: In the event CONTRACTOR can no longer comply with the terms of the agreement, CONTRACTOR may terminate the Agreement by providing COUNTY with a minimum of twelve (12) months written notice accompanied by CONTRACTORS’s payment to COUNTY of an early termination penalty equal to twelve (12) times the average monthly service fee paid to the COUNTY by

CONTRACTOR.

B. COUNTY may terminate this Agreement for cause immediately upon giving written notice to CONTRACTOR and CONTRACTOR’S Surety should CONTRACTOR materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified and further fails to promptly cure such failure within thirty

(30) days after receiving written notice from COUNTY specifying the violation and required corrective action. In the event of such termination, COUNTY may proceed with the work in any manner deemed proper by COUNTY

C. COUNTY may terminate or amend this Agreement immediately upon giving written notice to CONTRACTOR that funds are not available because: 1) Sufficient funds are not appropriated in COUNTY’S Adopted or Adjusted Budget; 2) the COUNTY is advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to the COUNTY is suspended or delayed; 3) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 4) funds that were previously available for this Agreement are reduced, eliminated and/or re-allocated by COUNTY as a result of budget or revenue reductions during the fiscal year.

D. The Director has authority to terminate this Agreement under paragraphs (A), (B), or (C), above.

28. REPORTS

A. CONTRACTOR shall, without additional compensation therefore, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by Director concerning CONTRACTOR’S activities as they affect the contract duties and purposes herein. COUNTY shall explain procedures for reporting the required information.

B. CONTRACTOR agrees that, pursuant to Government Code section

7522.56, CONTRACTOR shall make best efforts to determine if any of its employees or new hires providing direct services to the COUNTY are members of the Sacramento County Employees’ Retirement System (SCERS). CONTRACTOR further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to COUNTY with a list of its employees that are members of SCERS along with the total number of hours worked during the previous six (6) months. This report shall be forwarded to where Notice is sent pursuant to section 3 of this Agreement.

29. AUDITS AND RECORDS

Upon COUNTY’S request, COUNTY or its designee shall have the right at reasonable times and intervals to audit, at CONTRACTOR’S premises, CONTRACTOR’S financial and program records as COUNTY deems necessary to determine CONTRACTOR’S compliance with legal and contractual requirements and the correctness of claims submitted by CONTRACTOR. CONTRACTOR shall maintain such records for a period of four years following termination of the Agreement, and shall make them available for copying upon COUNTY'S request at COUNTY'S expense.

COUNTY shall have the right to withhold any payment under this Agreement until CONTRACTOR has provided access to CONTRACTOR’S financial and program records related to this Agreement.

30. PRIOR AGREEMENTS

This Agreement constitutes the entire contract between COUNTY and CONTRACTOR regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between COUNTY and CONTRACTOR regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this

31. SEVERABILITY

If any term or condition of this Agreement or the application thereof to any person(s) or circumstance is held invalid or unenforceable, such invalidity or unenforceability shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable.

32. FORCE MAJEURE

Neither CONTRACTOR nor COUNTY shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).

33. SURVIVAL OF TERMS

All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.

34. AUTHORITY TO EXECUTE

Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement for or on behalf of the parties to this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized.

35. DUPLICATE COUNTERPARTS

This Agreement may be executed in counterparts. The Agreement shall be deemed executed when it has been signed by both parties.

Signatures scanned and transmitted electronically shall be deemed original signatures for purposes of this Agreement, with such scanned signatures having the same legal effect as original signatures. This Agreement may be executed through the use of an electronic signature and will be binding on each party as if it were physically executed.

36. ADDITIONAL PROVISIONS

The additional provisions contained in Exhibits A, B, and C attached hereto are part of this Agreement and are incorporated herein by reference.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

Agreement approved by Board of Supervisors:

Agenda Date:

Item Number:

Resolution No:

By: Date:

Amanda McDermott, Deputy County Counsel

Prepared by: _________________________________________ Tracy Soth, Senior Contract Services Officer Department of General Services Contract & Purchasing Services Division

(916) 876-6285

COUNTY OF SACRAMENTO, a political subdivision of the State of California

XYZ Company, a California Corporation

By:

Keith Goodrich, Director Department of Waste Management and Recycling

“COUNTY”

Date:

By:

Name:

Title:

“CONTRACTOR”

Date:

Exhibit A

EXHIBIT A to Agreement

SCOPE OF SERVICES

1. REQUEST FOR PROPOSAL AND CONTRACTOR’S PROPOSAL

A. The scope of services to be provided by this Agreement are those services identified in COUNTY’s Request for Proposal (RFP) dated ________ and CONTRACTOR’S Proposal dated ________.

Both the RFP and Proposal are hereby incorporated into this Agreement as Attachment 1 and Attachment 2, respectively, and made a part of this Agreement. CONTRACTOR agrees to perform all services stated in this Agreement for the compensation described herein.

B. The COUNTY’S Director or designee, may negotiate with

CONTRACTOR and approve reasonable modifications in tasks, work products, schedules, milestones, and staff assignments so long as such modifications are within the general scope of services provided under this Agreement, do not exceed the Maximum Total Payment Amount, and are determined to be in the best interest of COUNTY.

2. CONTRACTOR CONTACTS

In the performance of the services hereunder, CONTRACTOR shall provide, and update as necessary, the primary contact person and an alternate contact person responsible for regular communications related to these services under this Agreement. These contacts shall be as follows:

PRIMARY: NAME:

PHONE:

E-MAIL:

ALTERNATE: NAME:

Exhibit A

3. COUNTY CONTACTS

In the performance of the services hereunder, COUNTY shall provide, and update as necessary, the primary contact person and an alternate contact person responsible for regular communications related to these services under this Agreement. These contacts shall be as follows:

PRIMARY: NAME:

ALTERNATE: NAME:

Exhibit B

EXHIBIT B to Agreement

COUNTY OF SACRAMENTO

INSURANCE REQUIREMENTS

Without limiting CONTRACTOR'S indemnification, CONTRACTOR shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by CONTRACTOR, its agents, representatives or employees. COUNTY shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If in the opinion of COUNTY Risk Manager, insurance provisions in these requirements do not provide adequate protection for COUNTY and for members of the public, the parties shall mutually agree on coverage, form and amount to provide adequate protection. COUNTY'S requirements shall be reasonable but shall be imposed to assure protection from and against the kind and extent of risks that exist at the time a change in insurance is required.

1. Verification of Coverage

CONTRACTOR shall furnish COUNTY with certificates evidencing coverage required below. Copies of required endorsements must be attached to the certificates provided. Self-insurance programs in lieu of required policies of insurance are acceptable. All certificates, evidences of self-insurance, and additional insured endorsements are to be received and approved by COUNTY in compliance with this Agreement before performance commences.

2. Minimum Scope of Insurance

Coverage shall be at least as broad as:

GENERAL LIABILITY: Insurance Services Office’s Commercial General Liability occurrence coverage form CG 0001. Including, but not limited to Premises/Operations, Products/Completed Operations, Contractual, and Personal & Advertising Injury, without additional exclusions or limitations, unless approved by COUNTY Risk Manager.

AUTOMOBILE LIABILITY: Insurance Services Office’s Commercial Automobile Liability coverage form CA 00 01. Commercial Automobile Liability: auto coverage symbol “1” (any auto) for corporate/business owned vehicles. If there are no owned or leased vehicles, symbols 8 and 9 for non-owned and hired autos shall apply. Personal Lines automobile insurance shall apply if vehicles are individually owned.

WORKERS’ COMPENSATION: Statutory requirements of the State of California and Employer's Liability Insurance.

UMBRELLA or Excess Liability policies are acceptable where the need for higher liability limits is noted in the Minimum Limits of Insurance and shall provide liability coverages that at least follow form over the underlying insurance requirements where necessary for Commercial General Liability, Commercial Automobile Liability, Employers’ Liability, and any other liability coverage (other than Professional Liability) designated under the Minimum Scope of Insurance.

3. Minimum Limits of Insurance

CONTRACTOR shall maintain limits no less than:

General Liability shall be on an Occurrence basis (as opposed to Claims Made basis). Minimum limits and structure shall be:

General Aggregate: $2,000,000 Products Comp/Op Aggregate: $2,000,000 Personal & Adv. Injury: $1,000,000 Each Occurrence: $2,000,000 Fire Damage: $ 100,000

Automobile Liability:

a. Commercial Automobile Liability for Corporate/business owned vehicles including non-owned and hired, $2,000,000 Combined Single Limit including coverage for the transportation of pollutants and/or hazardous materials.

b. Personal Lines Automobile Liability for Individually owned vehicles, $250,000 per person, $500,000 each accident, $100,000 property damage.

Workers' Compensation: Statutory.

Employer's Liability: $1,000,000 per accident for bodily injury or disease.

Environmental Impairment Liability (Pollution Legal Liability): $1,000,000 per claim or occurrence and aggregate.

4. Deductibles and Self-Insured Retention Any deductible or self-insured retention that apply to any insurance required by this Agreement must be declared and approved by COUNTY.

5. Claims Made Environmental Impairment Liability (Pollution Legal Liability) Insurance If Environmental Impairment Liability (Pollution Legal Liability) coverage is written on a Claims Made form:

a. The “Retro Date” must be shown, and must be on or before the date of the Agreement or the beginning of Agreement performance by

CONTRACTOR.

b. Insurance must be maintained and evidence of insurance must be provided for at least one (1) year after completion of the Agreement.

c. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “Retro Date” prior to the contract effective date, CONTRACTOR must purchase “extended reporting” coverage for a minimum of one (1) year after completion of the

6. Other Insurance Provisions

The insurance policies required in this Agreement are to contain, or be endorsed to contain, as applicable, the following provisions:

7. All Policies:

a. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-: VII. COUNTY Risk Manager may waive or alter this requirement, or accept self-insurance in lieu of any required policy of insurance if, in the opinion of the Risk Manager, the interests of COUNTY and the general public are adequately protected.

b. MAINTENANCE OF INSURANCE COVERAGE: CONTRACTOR shall maintain all insurance coverages and limits in place at all times and provide COUNTY with evidence of each policy’s renewal ten (10) days in advance of its anniversary date.

CONTRACTOR is required by this Agreement to notify COUNTY within thirty if they receive a communication from their insurance carrier or agent that any required insurance is to be canceled, or within 10 days for cancellation due to non-payment of premium. CONTRACTOR shall provide evidence that such cancelled insurance has been replaced or its cancellation notice withdrawn without any interruption in coverage, scope or limits. Failure to maintain required insurance in force shall be considered a material breach of the Agreement.

8. Commercial General Liability and/or Commercial Automobile Liability:

a. ADDITIONAL INSURED STATUS: COUNTY, its officers, directors, officials, and employees are to be included as additional insureds as respects:

liability arising out of activities performed by or on behalf of CONTRACTOR; products and completed operations of CONTRACTOR;

premises owned, occupied or used by CONTRACTOR; or automobiles owned, leased, hired or borrowed by CONTRACTOR. The coverage shall contain no endorsed limitations on the scope of protection afforded to COUNTY, its officers, directors, officials, or employees.

b. PRIMARY INSURANCE: For any claims related to this agreement on lines of coverage that allow for additional insured status, CONTRACTOR’S insurance coverage shall be endorsed to be primary insurance as respect to COUNTY, its officers, officials, and employees. Any insurance or self-insurance maintained by COUNTY, its officers, directors, officials, employees, or volunteers shall be excess of CONTRACTOR’S insurance and shall not contribute with it.

c. SEVERABILITY OF INTEREST: CONTRACTOR’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

d. SUBCONTRACTORS: CONTRACTOR shall be responsible for the acts and omissions of all its subcontractors. Subcontractors shall be responsible for additional insured endorsements as provided by such subcontractor.

9. Workers’ Compensation:

WORKERS’ COMPENSATION WAIVER OF SUBROGATION: The workers’ Compensation policy required hereunder shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against COUNTY, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this Agreement by CONTRACTOR. Should

CONTRACTOR be self-insured for workers’ compensation, CONTRACTOR hereby agrees to waive its right of subrogation against COUNTY, its officers, directors, officials, employees, agents or volunteers.

10. Notification of Claim If any claim for damages is filed with CONTRACTOR or if any lawsuit is instituted against CONTRACTOR, that arise out of or are in any way connected with CONTRACTOR’S performance under this Agreement and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect COUNTY, CONTRACTOR shall give prompt and timely notice thereof to COUNTY. Notice shall be prompt and timely if given within thirty (30) days following the date of receipt of a claim or ten (10) days following the date of service of process of a lawsuit.

Exhibit C

EXHIBIT C to Agreement

COMPENSATION

1. MAXIMUM PAYMENT TO CONTRACTOR

The Maximum Total Payment Amount under this Agreement is:

Year Estimated Total

Payment Amount for Year

Maximum Total Payment Amount for

Agreement

FY 24/25 $ $

FY 25/26 $ $

FY 26/27 $ $

FY 27/28 $ $

FY 28/29 $ $

FY 29/30 $ $

FY 30/31 $ $

FY 31/32 (Opt. Year) $ $ FY 32/33 (Opt. Year) $ $ FY 33/34 (Opt. Year) $ $

2. PAYMENTS

In accordance with the Compensation and Payment of Invoices Limitations provision of this Agreement, COUNTY shall address and submit payments to CONTRACTOR at address in the Notice provision of this Agreement.

CONTRACTOR may change the address to which subsequent payments shall be sent by giving written notice designating a change of address to COUNTY, which shall be effective upon receipt.