HomeMy WebLinkAboutA5336 - EVERGREEN RECYCLING SOLUTIONS CONSULTING SERVICES AGR AMENDMENT NO. 2
TO CONSULTING SERVICES AGREEMENT (A5336)
TECHNICAL ASSISTANCE ON SOLID WASTE AND RECYCLING ISSUES
THIS FIRST AMENDMENT TO Agreement No. A5336 11or professional consulting services,
(herein "Amendment"), is made and entered into on the l7 day of Gr, 2018, by and
between CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein
"City"), and Evergreen Recycling Solutions, Inc., a California corporation, (herein "Consultant.,
RECITALS
WHEREAS, on July 1, 2015, City and Consultant entered into Agreement No. 5336 to provide
professional technical assistance and professional services associated with solid waste and
recycling issues for the City of Palm Springs ("Agreement");
WHEREAS, the Agreement was amended on June 13, 2016, to extend the term of the contract,
from July 1, 2016, to June 30, 2018 subject to the same terms and conditions of the Agreement.
WHEREAS, City requests Consultant to continue providing the requested professional services
for an extended term through June 30, 2021; and
WHEREAS, the parties wish to amend the Agreement to extend the term of the contract, from
July 1, 2018, to June 30, 2021 subject to the same terms and conditions of the Agreement.
Section 1. Section 3.1 "Compensation of Consultant" is hereby amended to read:
For the services rendered pursuant to this Agreement, Consultant shall be compensated and
reimbursed, in accordance with the schedule of fees set forth in Exhibit"B", which total amount
shall not exceed $50,000 within a fiscal year (12 month) period, from July 1 through June 30,
subject to Section 3.4 "Appropriations" of the Agreement. The total maximum contract amount
shall not exceed $150,000 for the extended term of the contract from July 1, 2018 through June
30, 2021.
Section 2. Exhibit "B" "Schedule of Compensation" is hereby revised as follows:
Item 2 of Exhibit "B" is revised to read:
2. The fee for professional services will not exceed $50,000 per fiscal year (July 1 through June
30), (the annual "Contract Sum"). The maximum contract sum through the extended term of the
contract shall not exceed $150,000 subject to the terms and conditions of the Agreement.
Section 3. Section 4.4 "Term" is hereby amended to read:
Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement
shall continue in full force and effect for a period of three years (36 months), commencing on
July 1, 2018, and terminating on June 30, 2021, unless otherwise terminated pursuant to
Section 3.4 "Appropriations" of this Agreement.
Section 4. Section 10 "City Officers and Employees: Non-Discrimination" is hereby replaced in
its entirety:
City Officers and Employees: Non-Discrimination
10.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be
Personally liable to the Consultant, or any successor-in-interest, in the event of any default or
breach by the City or for any amount which may become due to the Consultant or to .its
successor, or for breach of any obligation of the terms of this agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer of employee of the City has or
shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter
into any agreement of any kind with any such officer or employee during the term of this
Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or
given, and will not pay or give, any third party any money or other consideration in exchange for
obtaining this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance under this Agreement,
Contractor shall not discriminate against any employee or applicant for employment because of
actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e.,
place or origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual
orientation, gender identity, gender expression, physical or mental disability, or medical
condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and
that employees are treated during their employment, without regard to any prohibited basis. As
a condition precedent to City's lawful capacity to enter this Agreement, and in executing this
Agreement. Contractor certifies that its actions and omissions hereunder shall not incorporate
any discrimination arising from or related to any prohibited basis in any Contractor activity,
including, but not limited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertisinq; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that Contractor is
in full compliance with the provisions of Palm Springs Municipal Code Section 7.09,040,
including without limitation the provision of benefits, relating to non-discrimination in city
contracting.
Section 5. Full force and effect: Except as otherwise previously modified herein, all other
provisions of the Agreement shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed and entered into the Amendment
as of the date first stated above.
ATTEST: CITY OF PALM SPRINGS, a California
charter city and municipal corporation
.
By. By
DavidH. Ready, sq., Ph.D.,
Ant oty Cler City Manager
k 1
yrr' APPROVED BY CITY COUNCIL
APPROVED AS TO FORM: �1•C1• a l8 A533&
B � f•
Edward Z. Kotkin, .
City Attorney
CONSULTANT NAME:
By: Evergreen Recycling Solutions, Inc.
By: By: ��
gnature(notarized) Signature (notarized)
Name: &(f Y L#o c,l -) Name:j� ly \ ,P ll A)\AA
r �
Title: (Z L S /�' Title: Akc t -Po S�
CALIFORNIA ALL-PURPOSE
CERTIFICATE Of ACKNOWLEDGMENT
(CALIFORNIA CIVIL CODE§ 1189)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF Riverside )
0n15 A . '��before me, Stephen Lucka, Notary Public
(Date) (Here Insert Name and Title of the Officer)
personally appeared G0.-'� L . \
who proved to me on the ba is of satisfactory evidence to be the person s►whose nam&�sj Ware
subscribed to the within instrument and acknowledged to me that AB,(�I�e/they executed the same
in NsNr/their authorized capacity ss , and that by�hl', ftgtheir signaturerjjs on the instrument
the perso or the entity upon behalf of which the person s%acted, executed the instrument.
I certify under -PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
STEPHEN LUCKA
NotaryPublic-California z
a tea; .,: � a
WITNESS my hand an. offic'al seal. Z Riverside County
Commission#2208546
My Comm.Expires Aug 3,2021
Signature of Notary Public (Notary Seal)
ADDITIONAL OPTIONAL INFORMATION
Description of Attached Document
Title or Type of Document: Document Date:QR
Number of Pages: . Signer(s) Other Than Named Above: '
Additional Information:
revision date 01/01/2015
AMENDMENT NO. 1
TO CONSULTING SERVICES AGREEMENT (A5336)
TECHNICAL ASSISTANCE ON SOLID WASTE AND RECYCLING ISSUES
THIS FIRST AMENDMENT TO Agreement No. 5336 for professional consulting services,
(herein "Amendment'), is made and entered into on the *day of �y,,� , 2016, by and
between CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein .
"City"), and Evergreen Recycling Solutions, Inc., a California corporation, (herein "Consultant.
RECITALS
WHEREAS, on July 1, 2015, City and Consultant entered into Agreement No. 5336 to provide
professional technical assistance and professional services associated with solid waste and
recycling issues for the City of Palm Springs ("Agreement");
WHEREAS, City requests§ 3o�ultant to continue providing the requested professional services
for an extended term through Tune M,2018; and
_ ,..
WHEREAS, the parties .
wish fo arnerid`tFie'A'g'reement to extend the term of the contract, from
July 1, 2016, to June 30, 2018, subject to the same terms and conditions of the Agreement.
Section 1. Section 3.1 "Compensation of Consultant" is hereby amended to read:
For the services rendered pursuant to this Agreement, Consultant shall be compensated and
reimbursed, in accordance with the schedule of fees set forth in Exhibit "B", which total amount
shall not exceed $50,000 within a fiscal year (12 month) period, from July 1 through June 30,
subject to Section 3.4 "Appropriations" of the Agreement. The total maximum contract amount
shall not exceed $150,000 for the extended term of the contract through June 30, 2018.
Section 2. Exhibit "B" "Schedule of Compensation" is hereby revised as follows:
Item 2 of Exhibit "B" is revised to read:
2. The fee for professional services will not exceed $50,000 per fiscal year (July 1 through June
30), (the annual "Contract Sum"). The maximum contract sum through the extended term of the
contract shall not exceed $150,000 subject to the terms and conditions of the Agreement.
Section 3. Section 4.4 "Term" is hereby amended to read:
Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement
shall continue in full force and effect for a period of three years (36 months), commencing on
July 1, 2015, and terminating on June 30, 2018, unless otherwise terminated pursuant to
Section 3.4"Appropriations" of this Agreement.
Section 4. Full force and effect: Except as otherwise previously modified herein, all other
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into the Amendment
as of the date first stated above.
ATTEST: CITY OF PALM SPRINGS, a California
charter city and municipal corporation
B
James Thompson Davi y
City Clerk City Manager
APPROVED AS TO FORM:
APPROVED BY CITY COUNCIL
By: •1�b Ib ?lb hob
ouglas Holland
City Clerk
CONSULTANT NAME:
By: Evergreen Recycling Solutions, Inc.
i
By: By:
ignature (notarized) gnature (n anz d)
Name: ( ";q y L ' n4u"Oc.n) Name-
Title:
Title: S i b c NT Title:
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy, or validity of that document.
State of California;7 )
County of KJ i/'CIS I dtI i) /_" /� '�,�/,N.
On V\Aa 31i 'Zo 1(c before me, J�n.n�4K ��� A15'd n�!J t¢/'4 R, hl/C
ate /Here Insert Name and Title of the Offic
personally appeared GG I u L• ( trAh a/z n I
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person whose name
r(sf
subscribed to the within instrument and acknowledged to me that he/�Y{e/tl �y executed the same in
his/ht�r/tl�ir authorized capacity(i94, and that by his/hX/tVeir signatur%9)on the instrument the personw,,
or t e entity upon behalf of which the persono acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of Califomia that the foregoing paragraph
ISJENNIFfN LEE NELSON--I NELSON--I is true and correct.
CofmYaabn 0 2096990
NOWy Public-California s WITNESS my hand and official seal.
Riverside County
Comm.Expires Jant3.20t9r
" Signature
Si ature of Notary Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document D `
Number of Pages: Signer(s) Other Than Named Above;_
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
* Corporate Officer — Title(s): ❑ Corporate Officer — Title(s):
Partner — ❑ Limited ❑ Gener ❑ Partner — ❑ Limited ❑ General
J Individual ❑Attorn Fact ❑ Individual ❑Attorney in Fact
A Trustee ❑ rdian or Conservator ❑Trustee ❑ Guardian or Conservator
-1 Other: ❑ Other:
Signer Is RWesenting: Signer Is Representing:
02014 National Notary Association •www.Nationa[Notary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907
CONSULTING SERVICES AGREEMENT
Technical Assistance on Solid Waste and Recycling Issues
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and
entered into this 1st day of July, 2015 by and between the City of Palm Springs, a California
charter city and municipal corporation ("City"), and Evergreen Recycling Solutions,
Incorporated, a California Corporation ("Consultant').
RECITALS
A. City requires the services of Consultant for professional Technical Assistance
and Professional Advice on Solid Waste and Recycling Issues.
B. Consultant has submitted to City a proposal to provide professional technical
assistance and professional services to City pursuant to the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to City for the Project and desires to provide such
services.
D. City desires to retain the services of Consultant for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, City agrees to retain and does hereby retain Consultant and Consultant
agrees to provide services to the City as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide technical assistance and professional consulting
services to City as described in the Scope of Services/Work attached to this Agreement as
Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the
agreed upon schedule of performance and the schedule of fees. Consultant warrants that all
services and work shall be performed in a competent, professional, and satisfactory manner in
accordance with all standards prevalent in the industry. In the event of any inconsistency
between the terms contained in the Scope of Services/Work and the terms set forth in the main
body of this Agreement, the terms set forth in the main body of this Agreement shall govern.
1.2 Compliance with Law. All services rendered under this Agreement shall be
provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations
of City and any federal, state, or local governmental agency of competent jurisdiction.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the performance of the
services required by this Agreement.
ORIGINAL Ejii,
AWVOR AGREEME:1,1
WrUen 01213V12
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it
has carefully considered how the work should be performed and fully understands the facilities,
difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A".
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the
schedule of fees set forth in Exhibit "B", which total amount shall not exceed $50,000 for the
length of the contract.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to City in
the form approved by Finance Director, an invoice for services rendered prior to the date of the
invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized
services performed. City shall pay Consultant for all expenses stated thereon, which are
approved by City consistent with this Agreement, within thirty (30) days of receipt of
Consultant's invoice.
3.3 Changes. In the event any change or changes in the Scope of ServiceslWork is
requested by City, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other work product or work is required by the enactment
or revision of law subsequent to the preparation of any documents, other work product, or
work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's
profession.
3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to City.
2 Wntten 012/31/12
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit
"A". The extension of anytime period must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond
the control and without the fault or negligence of Consultant, including, but not limited to, acts
of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if
Consultant shall within ten (10) days of the commencement of such condition notify the
Contract Officer who shall thereupon ascertain the facts and the extent of any necessary
delay, and extend the time for performing the services for the period of the enforced delay
when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of one year (12
months), commencing on July 1, 2015, and ceasing on June 30, 2016 unless extended by
mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its
behalf with respect to the services and work specified herein and make all decisions in
connection therewith: Gary L. Calhoun. It is expressly understood that the experience,
knowledge, education, capability, and reputation of the foregoing principal is a substantial
inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be
responsible during the term of this Agreement for directing all activities of Consultant and
devoting sufficient time to personally supervise the services hereunder. The foregoing
principal may not be changed by Consultant without prior written approval of the Contract
Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager, or his
designee, a Contract Officer of the City with respect to this Agreement. It shall be the
Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of
the progress of the performance of the services and Consultant shall refer any decisions that
must be made by City to the Contract Officer. Unless otherwise specified herein, any approval
of City required hereunder shall mean the approval of the Contract Officer.
5.3 Prohibition Anainst Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant
shall not contract with any other individual or entity to perform in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
3 Wntten 01 2/3111 2
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth herein. Consultant shall
perform all services required herein as an independent contractor of City and shall not be an
employee of City and shall remain at all times as to City a wholly independent contractor with
only such obligations as are consistent with that role; however, City shall have the right to
review Consultant's work product, result, and advice. Consultant shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services set forth herein. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Consultant by providing written notice to Consultant.
Name: Title:
Gary L. Calhoun Resource Conservation Consultant
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in Exhibit "B", which is attached hereto and is incorporated herein by
reference.
7. INDEMNIFICATION.
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense), indemnify, protect, and hold harmless City, its elected officials, officers,
employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against
any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal
costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from
injuries to or death of persons (Consultant's employees included), for damage to property,
including property owned by City, from any violation of any federal, state, or local law or
ordinance, and from errors and omissions committed by Consultant, its officers, employees,
representatives, and agents, which Claims arise out of or are related to Consultant's
performance under this Agreement, but excluding such Claims arising from the negligence or
willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers.
Under no circumstances shall the insurance requirements and limits set forth in this Agreement
be construed to limit Consultant's indemnification obligation or other liability hereunder.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
4 W nHen 012/31112
8.2 Records. Consultant shall keep such books and records as shall be necessary
to properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free
access to such books and records at all reasonable times, including the right to inspect, copy,
audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its' own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under
this Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs incurred
while performing under this Agreement and shall make such materials available at its offices at
all reasonable times during the term of this Agreement and for three (3) years from the date of
final payment for inspection by City and copies thereof shall be promptly furnished to City upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Consultant. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.3 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
5 Written 0 1 213 111 2
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
9.4 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant,
except that where termination is due to the fault of Consultant and constitutes an immediate
danger to health, safety, and general welfare, the period of notice shall be such shorter time as
may be determined by the City. Upon receipt of the notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to
receipt of the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days
written notice to City.
10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the Consultant or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex,
marital status, disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre-paid, first-class mail to the address set forth
below. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
6 Wntten 012/31/12
To City City of Palm Springs
Attention: Office of Sustainability
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Gary L. Calhoun
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
La Quinta, CA 92253
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining phrases, sentences, clauses,
paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of
the parties hereunder.
11.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties hereto are formally bound to the provisions of
this Agreement.
7 Written 012/31/12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date: By: ��
avid H. Ready, Ess}.rP .
APPROWSYonYCOUNCL City Manager
ATTEST
APP AS'TO AFO:F%A
James Thompson,ITY ATTORNEY City Clerk
�TF v "CONSULTANT"
Evergreen Recycling Solutions, Inc.
Date: By Gary L Calhoun
i4
v .
g W riven 012/31/12
EXHIBIT "A"
SCOPE OF SERVICES
Consultant agrees to provide general coordinative and administrative support for City
recycling programs and projects, including but not limited to the following tasks:
Task 1: AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element (SRRE);
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits;
• Conduct waste audits and characterization studies as needed;
• Work with large venue sites and facilities to ensure successful implementation of AB
2176;
• Research and apply for grants and funding that support the implementation of AB
939.
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection
programs.
Task 2: Prepare CIWMB Annual Report
Consultant will prepare both an electronic version with PARIS notes on each diversion
program as well as a narrative report to be submitted in hard copy showing recycling trends
over time, identifying issues and problem areas, and documenting the City's good faith effort in
meeting the AB 939 mandates. Consultant will contact and obtain diversion data required for
the report from the following entities:
1. Palm Springs Disposal Services (Data on curbside, commercial program, green waste,
Spring/Fall cleanups, special events, drop-offs, City facility program, oil recycling
program, and tons taken to any Landfills);
2. EPA's Waste Wise Program
3. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to any Landfills in the County, and allocation of biomass
tonnage);
4. Cal Biomass, World Products, Southern California Recycling for data on green waste,
wood, organics, and any other materials accepted;
5. CIWMB for calculation of diversion percentage, inputs on diversion calculation formula
and other applicable data;
9 Wriaen 012/31/12
6. Kern County for information on organic diversion from local supermarkets;
7. Colmac for biomass tonnage and for sources of tonnage;
8. City Staff for any programs such as street sign recycling, phone book recycling, etc.;
9. Other organizations as needed.
Consultant will coordinate with the CIWMB Office of Local Assistance staff in preparing a draft
of the Annual Report for review and comment by City Staff. Upon receipt of comments from
the City, Consultant will revise the report and produce a final draft for City review.
CIWMB will make the final determination about when the final report is due.
Task 3: Provide Administrative Support for Solid Waste Franchise
Provide administrative support for the City's solid waste franchise including but not limited to:
• Respond to resident complaints and inquiries;
• Process resident requests for exemptions from residential disposal fees;
• Respond to requests by civic organizations for help with recycling needs such as
signage or containers;
• Work with the City's franchise waste hauler, Palm Springs Disposal Service, to resolve
any solid waste hauling and recycling issues that may arise;
• Prepare public information and educational materials to promote and raise public
awareness on solid waste and recycling issues and programs;
• Prepare and submit applications for used oil, recycling and beverage container funding
through the State of California;
• Interact, liaison and work with other governmental agencies such as Riverside County,
Riverside County Sheriffs Department, CDF and Riverside County Fire Department,
Coachella Valley Association of Governments (CVAG), and California Integrated Waste
Management Board (CIWMB) regarding solid waste and recycling issues.
Task 4: Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting-up, implementing and
overseeing special events to include but not limited to:
• Keep America Beautiful Programs, Great American Clean-Up and other designated
Keep America Beautiful events
• E-Waste events;
• Shredding events;
to Written 012/31 12
• Spring and Fall clean-up events;
• Telephone book recycling;
• Used Oil events
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events, as directed by City.
Task 5: Serve as the Keep America Beautiful (KAB) Program Liaison
Liaison to the National Keep America Beautiful, engage local volunteers and manage City
efforts for clean-up events and local program. Report Volunteer hours to national program,
create award program and present award annually to top volunteer. Research and apply for
KAB grants. Create program to supply safety vest, clean up supplies and volunteer supplies for
clean-up events.
Task 6: Review State Legislation affecting Solid Waste and Recycling
Review and provide periodical updates to City's Contract Officer on State Legislation affecting
solid waste and recycling services.
Task 7: Attend Regional Recycling and Waste Reduction Meetings/Events &
Prepare Reports
Attend and represent City at various regional meetings such as the Coachella Valley
Association of Governments and other community events as requested by City's Contract
Officer. Prepare a written report to City's Contract Officer summarizing the discussion and/or
actions taken.
Task 8: Perform Other Duties as Requested by City
Perform other duties assigned by the City of Palm Springs.
Wntten 012/31/12
EXHIBIT "B"
SCHEDULE OF COMPENSATION
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $65 per hour. This rate is all inclusive. Consultant
shall not be entitled to reimbursable expenses.
2. The fee for professional services will not exceed $50,000 ("Contract Sum") for the
period of July 1, 2015 through June, 2016.
3. This fee is based on the following conditions:
a. Availability of all necessary information from the City in a timely manner;
b. Consultant shall be available at City Hall during normal business hours a minimum
of 12 hours per week and a maximum of 22 hours per week to answer questions
from members of the public and/or staff, respond to telephone and email inquiries
and to perform the services described in "Exhibit A".
4. Consultant agrees to remain available to attend additional meetings and provide
additional consulting services beyond the scope of the tasks listed here, as requested
by the City. Such services may include:
• Changes in project scope;
• Any other services not specified in this scope.
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $65 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5. Consultant will work at all times in close cooperation with the City's Staff and its other
Consultants and Advisors.
12 Wntten 012/31l12
EXHIBIT "C"
INSURANCE PROVISIONS
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to City,
public liability and property damage insurance against all claims for injuries against persons or
damages to property resulting from Consultant's performance under this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extension thereof, and shall not be cancelable without
thirty (30) days written notice to City of any proposed cancellation. Certificates of insurance
evidencing the foregoing and designating the City, its elected officials, officers, employees,
agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same
shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected
officials, officers, agents, employees, and volunteers.
A. Minimum Scope of Insurance. The minimum amount of insurance required
hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000) combined single limit coverage per occurrence;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000) per occurrence;
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective
elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For Employer's Liability Insurance only, the insurer
shall waive all rights of subrogation and contribution it may have against City, its elected
officials, officers, employees, agents, and volunteers.
B. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B+, Class VII,
or better, unless otherwise acceptable to the City.
C. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to
be received and approved by the City before work commences. City reserves the right to
require Consultant's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and
Omissions and Workers' Compensation policies.
13 Written 0 1 2/3111 2
Verification of Insurance Coverage may be provided by: (1) an approved and/or Auto
Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees and agents are named as an
additional insured" ("as respects a specific contract" or "for any and all work performed
with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the
City may have" ("as respects a specific contract" or "for any and all work performed with
the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representative" is not acceptable and must be crossed out. See example below.
4. Rath. tho ,nIorkpps' r,,..,PeRsatiO. and Employers' Liability policies shall contain the
insurer's waive of subrogation in favor of City, its elected officials, officers, employees,
agents and volunteers. See example below.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policy.
All certificates and endorsements are to be received and approved by the City before
work commences. Failure to obtain the required documents prior to the commencement of
work shall not waive the contractor's obligation to provide them.
Cancellation Example:
SHOULD ANY OF THE ABOVE REFERENCED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING INSURER WILL �ENDEAVOR TO MAIL 30 DAYS`
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
HEREIN BUT RATLURFTO MAIL SUCH NOTICE RHAI I
IMPOSE NO OBLIGATION OR I IeRII ITV rlE ANV 141. I_ 1 I Il (
THE INISI IDCD ITS AGENTS OR RERRESENTAT VE-S
'The broker/agent can include a qualifier stating "10 days notice
for nonpayment of premium."
Waiver of Subrogation Example:
"IT IS UNDERSTOOD AND AGREED THAT THE COMPANY
WAIVES THE RIGHT OF SUBROGATION AGAINST THE
ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS
THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE
ATTACHED HERETO."
D. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the
14 Wntlen 012/31/12
City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
E. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect
to the limits of the insurer's liability.
15 W ntten 0 12131l12
CONSULTING SERVICES AGREEMENT
Technical Assistance on Solid Waste and Recycling Issues
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement') is made and
entered into this list day of July, 2013 by and between the City of Palm Springs, a California
charter city and municipal corporation ("City"), and Evergreen Recycling Solutions,
Incorporated, a California Corporation ("Consultant').
RECITALS
A. City requires the services of Consultant for professional Technical Assistance
and Professional Advice on Solid Waste and Recycling Issues.
B. Consultant has submitted to City a proposal to provide professional technical
assistance and professional services to City pursuant to the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to City for the Project and desires to provide such
services.
D. City desires to retain the services of Consultant for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, City agrees to retain and does hereby retain Consultant and Consultant
agrees to provide services to the City as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide technical assistance and professional consulting
services to City as described in the Scope of Services/Work attached to this Agreement as
Exhibit "A" and incorporated herein by reference (the "services" or"work"), which includes the
agreed upon schedule of performance and the schedule of fees. Consultant warrants that all
services and work shall be performed in a competent, professional, and satisfactory manner in
accordance with all standards prevalent in the industry. In the event of any inconsistency
between the terms contained in the Scope of Services/Work and the terms set forth in the main
body of this Agreement, the terms set forth in the main body of this Agreement shall govern.
1.2 Compliance with Law. All services rendered under this Agreement shall be
provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations
of City and any federal, state, or local governmental agency of competent jurisdiction.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the performance of the
services required by this Agreement.
Wften 012/31/12
ORIGINAL BID
ANDIOR AGREEMOff
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it
has carefully considered how the work should be performed and fully understands the facilities,
difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A".
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the
schedule of fees set forth in Exhibit "B", which total amount shall not exceed $100,000 for
the length of the contract.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to City in
the form approved by City's Controller, an invoice for services rendered prior to the date of the
invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized
services performed. City shall pay Consultant for all expenses stated thereon, which are
approved by City consistent with this Agreement, within thirty (30) days of receipt of
Consultant's invoice.
3.3 Changes. In the event any change or changes in the Scope of Services/Work is
requested by City, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other.work product or work is required by the enactment
or revision of law, subsequent to the preparation of any documents, other work product, or
work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's
profession.
3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to City.
4. PERFORMANCE SCHEDULE
2 W ntten 012/31/12
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
i shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit
"A". The extension of any time period must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond
the control and without the fault or negligence of Consultant, including, but not limited to, acts
of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if
Consultant shall within ten (10) days of the commencement of such condition notify the
Contract Officer who shall thereupon ascertain the facts and the extent of any necessary
delay, and extend the time for performing the services for the period of the enforced delay
when and if in the Contract Officer's judgment such delay is justified, and the Contract Offic is
determination shall be final and conclusive upon the parties to this Agreement. Q S
4.4 Term. Unless earlier terminated in accordance with Section�8-r this
Agreement, this Agreement shall continue in full force and effect for a period of two years (24
months), commencing on July 1, 2013, and ceasing on July 1, 2015 unless extended by
mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its
behalf with respect to the services and work specified herein and make all decisions in
connection therewith: Gary L. Calhoun. It is expressly understood that the experience,
knowledge, education, capability, and reputation of the foregoing principal is a substantial
inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be
responsible during the term of this Agreement for directing all activities of Consultant and
devoting sufficient time to personally supervise the services hereunder. The foregoing
principal may not be changed by Consultant without prior written approval of the Contract
Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager, or his
designee, a Contract Officer of the City with respect to this Agreement. It shall be the
Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of
the progress of the performance of the services and Consultant shall refer any decisions that
must be made by City to the Contract Officer. Unless otherwise specified herein, any approval
of City required hereunder shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant
shall not contract with any other individual or entity to perform in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of City.
3 Wntten 0 1 213 1/1 2
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth herein. Consultant shall
perform all services required herein as an independent contractor of City and shall not be an
employee of City and shall remain at all times as to City a wholly independent contractor with
only such obligations as are consistent with that role; however, City shall have the right to
review Consultant's work product, result, and advice. Consultant shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services set forth herein. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Consultant by providing written notice to Consultant.
Name: Title:
Gary L. Calhoun Resource Conservation Consultant
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in Exhibit "B", which is attached hereto and is incorporated herein by
reference.
7. INDEMNIFICATION.
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense), indemnify, protect, and hold harmless City, its elected officials, officers,
employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against
any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal
costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from
injuries to or death of persons (Consultant's employees included), for damage to property,
including property owned by City, from any violation of any federal, state, or local law or
ordinance, and from errors and omissions committed by Consultant, its officers, employees,
representatives, and agents, which Claims arise out of or are related to Consultant's
performance under this Agreement, but excluding such Claims arising from the negligence or
willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers.
Under no circumstances shall the insurance requirements and limits set forth in this Agreement
be construed to limit Consultant's indemnification obligation or other liability hereunder.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
4 Wntten 012/31/12
8.2 Records. Consultant shall keep such books and records as shall be necessary
to properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free
access to such books and records at all reasonable times, including the right to inspect, copy,
audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its' own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under
this Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs incurred
while performing under this Agreement and shall make such materials available at its offices at
all reasonable times during the term of this Agreement and for three (3) years from the date of
final payment for inspection by City and copies thereof shall be promptly furnished to City upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Consultant. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.3 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
5 W ntten 0 1 213 1/1 2
9.4 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant,
except that where termination is due to the fault of Consultant and constitutes an immediate
danger to health, safety, and general welfare, the period of notice shall be such shorter time as
may be determined by the City. Upon receipt of the notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to
receipt of the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days
written notice to City.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the Consultant or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex,
marital status, disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre-paid, first-class mail to the address set forth
below. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
To City City of Palm Springs
Attention: Office of Sustainability
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Gary L. Calhoun
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
La Quinta, CA 92253
6 written 01 2131/1 2
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining phrases, sentences, clauses,
paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of
the parties hereunder.
11.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties hereto are formally bound to the provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date:
David H. Ready, Es . .
APPROVED BY CITY COUNCIL City Manager
1g45.1h alki ATTEST
� ul/U
ames Thompson, O-7 64/Z01-5
City Clerk
"CONSULTANT"
Evergreen Recycling Solutions, Inc.
Date: w, e a 7 20 (3 By Garr L. Calhoun,
(Name)A /�/���
l
Sig ture)
7 Wntten 012/31/12
EXHIBIT "A"
SCOPE OF SERVICES
Consultant agrees to provide general coordinative and administrative support for City
recycling programs and projects, including but not limited to the following tasks:
Task 1: AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element (SRRE);
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits;
• Conduct waste audits and characterization studies as needed;
• Work with large venue sites and facilities to ensure successful implementation of AB
2176;
• Research and apply for grants and funding that support the implementation of AB
939.
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection
programs.
Task 2: Prepare CIWMB Annual Report
Consultant will prepare both an electronic version with PARIS notes on each diversion
program as well as a narrative report to be submitted in hard copy showing recycling trends
over time, identifying issues and problem areas, and documenting the City's good faith effort in
meeting the AB 939 mandates. Consultant will contact and obtain diversion data required for
the report from the following entities:
1. Palm Springs Disposal Services (Data on curbside, commercial program, green waste,
Spring/Fall cleanups, special events, drop-offs, City facility program, oil recycling
program, and tons taken to any Landfills);
2. EPA's Waste Wise Program
3. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to any Landfills in the County, and allocation of biomass
tonnage);
4. Cal Biomass, World Products, Southern California Recycling for data on green waste,
wood, organics, and any other materials accepted;
5. CIWMB for calculation of diversion percentage, inputs on diversion calculation formula
and other applicable data;
6. Kern County for information on organic diversion from local supermarkets;
8 Written 012/31/12
7. Colmac for biomass tonnage and for sources of tonnage;
8. City Staff for any programs such as street sign recycling, phone book recycling, etc.;
9. Other organizations as needed.
Consultant will coordinate with the CIWMB Office of Local Assistance staff in preparing a draft
of the Annual Report for review and comment by City Staff. Upon receipt of comments from
the City, Consultant will revise the report and produce a final draft for City review.
CIWMB will make the final determination about when the final report is due.
Task 3: Provide Administrative Support for Solid Waste Franchise
Provide administrative support for the City's solid waste franchise including but not limited to:.
• Respond to resident complaints and inquiries;
• Process resident requests for exemptions from residential disposal fees;
• Respond to requests by civic organizations for help with recycling needs such as
signage or containers;
• Work with the City's franchise waste hauler, Palm Springs Disposal Service, to resolve
any solid waste hauling and recycling issues that may arise;
• Prepare public information and educational materials to promote and raise public
awareness on solid waste and recycling issues and programs;
• Prepare and submit applications for used oil, recycling and beverage container funding
through the State of California;
• Interact, liaison and work with other governmental agencies such as Riverside County,
Riverside County Sheriffs Department, CDF and Riverside County Fire Department,
Coachella Valley Association of Governments (CVAG), and California Integrated Waste
Management Board (CIWMB) regarding solid waste and recycling issues.
Task 4: Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting-up, implementing and
overseeing special events to include but not limited to:
• Keep America Beautiful Programs, Great American Clean-Up and other designated
Keep America Beautiful events
• E-Waste events;
• Shredding events;
• Spring and Fall clean-up events;
9 Written 012/31/12
• Telephone book recycling;
• Used Oil events
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events, as directed by City.
Task 5: Serve as the Keep America Beautiful (KAB) Program Liaison
Liaison to the National Keep America Beautiful, engage local volunteers and manage City
efforts for clean-up events and local program. Report Volunteer hours to national program,
create award program and present award annually to top volunteer. Research and apply for
KAB grants. Create program to supply safety vest, clean up supplies and volunteer supplies for
clean-up events.
Task 6: Review State Legislation affecting Solid Waste and Recycling
Review and provide periodical updates to City's Contract Officer on State Legislation affecting
solid waste and recycling services.
Task 7: Attend Regional Recycling and Waste Reduction Meetings/Events &
Prepare Reports
Attend and represent City at various regional meetings such as the Coachella Valley
Association of Governments and other community events as requested by City's Contract
Officer. Prepare a written report to City's Contract Officer summarizing the discussion and/or
actions taken.
Task 8: Perform Other Duties as Requested by City
Perform other duties assigned by the City of Palm Springs.
10 Wmten 012/31112
EXHIBIT "B"
SCHEDULE OF COMPENSATION
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $65 per hour. This rate is all inclusive. Consultant
shall not be entitled to reimbursable expenses.
2. The fee for professional services will not exceed $100,000 ("Contract Sum") for the
period of July 1, 2013 through July 1, 2015.
3. This fee is based on the following conditions:
a. Availability of all necessary information from the City in a timely manner;
b. Consultant shall be available at City Hall during normal business hours a minimum
of 12 hours per week and a maximum of 22 hours per week to answer questions
from members of the public and/or staff, respond to telephone and email inquiries
and to perform the services described in "Exhibit A".
4. Consultant agrees to remain available to attend additional meetings and provide
additional consulting services beyond the scope of the tasks listed here, as requested
by the City. Such services may include:
• Changes in project scope;
• Any other services not specified in this scope.
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $65 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5. Consultant will work at all times in close cooperation with the City's Staff and its other
Consultants and Advisors.
j Wntten 01 2131/1 2
EXHIBIT "C"
INSURANCE PROVISIONS
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to City,
public liability and property damage insurance against all claims for injuries against persons or
damages to property resulting from Consultant's performance under this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extension thereof, and shall not be cancelable without
thirty (30) days written notice to City of any proposed cancellation. Certificates of insurance
evidencing the foregoing and designating the City, its elected officials, officers, employees,
agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same
shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected
officials, officers, agents, employees, and volunteers.
A. Minimum Scope of Insurance. The minimum amount of insurance required
hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000) combined single limit coverage per occurrence;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000) per occurrence;
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective
elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For Employer's Liability Insurance only, the insurer
shall waive all rights of subrogation and contribution it may have against City, its elected
officials, officers, employees, agents, and volunteers.
B. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B+, Class VII,
or better, unless otherwise acceptable to the City.
C. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to
be received and approved by the City before work commences. City reserves the right to
require Consultant's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and
Omissions and Workers' Compensation policies.
12 Written 012131/12
Verification of Insurance Coverage may be provided by: (1) an approved and/or Auto
Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees and agents are named as an
additional insured" ("as respects a specific contract" or "for any and all work performed
with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the
City may have" ("as respects a specific contract" or "for any and all work performed with
the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representative" is not acceptable and must be crossed out. See example below.
4. Employers' Liability policies shall contain the
insurer's waive of subrogation in favor of City, its elected officials, officers, employees,
agents and volunteers. See example below.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policy.
All certificates and endorsements are to be received and approved by the City before
work commences. Failure to obtain the required documents prior to the commencement of
work shall not waive the contractor's obligation to provide them.
Cancellation Example:
SHOULD ANY OF THE ABOVE REFERENCED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS*
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
HEREIN BUT FAILURE TO �"nn�LSUGH NOTICE SH,nT�
IMPOSE NO OBLIGATION OR I IAQII ITV OF ANY KIND I RQN
TLIC IAICI I�C� ITS; AGENTS /lam ..C.O CCCAITA TI\/CC
*The broker/agent can include a qualifier stating "10 days notice
for nonpayment of premium."
Waiver of Subrogation Example:
"IT IS UNDERSTOOD AND AGREED THAT THE COMPANY
WAIVES THE RIGHT OF SUBROGATION AGAINST THE
ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS
THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE
ATTACHED HERETO."
D. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the
City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall
13 written 0 1 213 1/1 2
procure a bond guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
E. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect
to the limits of the insurer's liability.
14 Written 0 1 213 1/1 2
AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT NO. 5336
WITH EVERGREEN RECYCLING SOLUTIONS, INC. FOR
SOLID WASTE AND RECYCLING TECHNICAL SERVICES
The following articles of Agreement No. 5336 are hereby amended as follows:
SECTION 3.1 "Compensation of Consultant " (including this amendment)- is hereby modified to:
total amount of contract not to exceed $100,000 including this Amendment #1 in the amount of
$50,000.
SECTION 4.4 "Term" as Modified in Amendment#1 -is hereby modified to: an additional year(12
months), commencing January 1, 2012 and ending January 1, 2013, unless extended by mutual
written agreement of the parties.
Agreement 5336Purchase Order Number(s): 716318
Agreement Number: 5336
Original:
City Manager Approval: January 24, 2011
Total Contract Amount: $ 50,000
This Amendment#1:
Amount of Increase: $ 50,000
Amended Contract Total: $100,000
Account Number(s): 125-1280-43200
SIGNATURES ON NEXT PAGE
Evergreen Recycling Solutions Inc.
Amendment No. 1
Page 2 of 2
IN WITNESS WHEREOF,the parties have executed this Amendment as of the dates stated below.
"City"
CITY OF PALM SPRINGS
Date 14,11/ .Zvi If B <
David H. Ready, ityY r
APPROVED T FORM: ATTEST: ,
By: B;I'R
City Attorney City Clerk
C W
APPROVED BY CITY MOM Evergreen Recycling Solutions, Inc.
Cf IG 48-517 Via Amistad
AG" tz � 'd�J LaQuinta, CA 92253
Date: December 31, 2011 By:
Ga6 L. Ca oun, President
CONSULTING SERVICES AGREEMENT
Technical Assistance on Solid Waste Reduction and Recycling Issues
THIS AGR�FF-MENT FOR CONSULTING SERVICES (the "Agreement") is made and
entered into this day of 2011 by and between the City of Palm Springs, a California
charter city and municipal corporation ("City"), and Evergreen Recycling Solutions,
Incorporated, a California Corporation ("Consultant").
RECITALS
A. City requires the services of Consultant for professional Technical Assistance
and Professional Advice on Solid Waste Reduction and Recycling Issues.
B. Consultant has submitted to City a proposal to provide professional technical
assistance and professional services to City pursuant to the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to City for the Project and desires to provide such
services.
D. City desires to retain the services of Consultant for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, City agrees to retain and does hereby retain Consultant and Consultant
agrees to provide services to the City as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide technical assistance and professional consulting
services to City as described in the Scope of Services/Work attached to this Agreement as
Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the
agreed upon schedule of performance and the schedule of fees. Consultant warrants that all
services and work shall be performed in a competent, professional, and satisfactory manner in
accordance with all standards prevalent in the industry. In the event of any inconsistency
between the terms contained in the Scope of Services/Work and the terms set forth in the main
body of this Agreement, the terms set forth in the main body of this Agreement shall govern.
1.2 „Compliance with. Law. All services rendered under this Agreement shall be
.,....,
provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations
of City and any federal, state, or local governmental agency of competent jurisdiction.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the performance of the
services required by this Agreement.
Written 10/31/07
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it
has carefully considered how the work should be performed and fully understands the facilities,
difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A".
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the
schedule of fees set forth in Exhibit "B", which total amount shall not exceed $50,000 per
year.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to City in
the form approved by City's Controller, an invoice for services rendered prior to the date of the
invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized
services performed. City shall pay Consultant for all expenses stated thereon, which are
approved by City consistent with this Agreement, within thirty (30) days of receipt of
Consultant's invoice.
3.3 Changes. In the event any change or changes in the Scope of ServicesMork is
requested by City, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other work product or work is required by the enactment
or revision of law subsequent to the preparation of any documents, other work product, or
work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's
profession.
3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to City.
4. PERFORMANCE SCHEDULE
2 Written 10/31/07
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit
"A". The extension of any time period must be approved in writing by the Contract Officer,
4.3 Force Maieure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond
the control and without the fault or negligence of Consultant, including, but not limited to, acts
of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if
Consultant shall within ten (10) days of the commencement of such condition notify the
Contract Officer who shall thereupon ascertain the facts and the extent of any necessary
delay, and extend the time for performing the services for the period of the enforced delay
when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 8.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of one (1) year,
commencing on December 31, 2010, and ceasing on December 31, 2011 unless extended by
mutual written agreement of the parties. An additional one (1) year extension may be
granted at Cis discretion provided the terms of Exhibits A, B & C remain
unchanged. O�w4cgEg
5. COORDINATION OF WO
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its
behalf with respect to the services and work specified herein and make all decisions in
connection therewith: Gary L. Calhoun. It is expressly understood that the experience,
knowledge, education, capability, and reputation of the foregoing principal is a substantial
inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be
responsible during the term of this Agreement for directing all activities of Consultant and
devoting sufficient time to personally supervise the services hereunder. The foregoing
principal may not be changed by Consultant without prior written approval of the Contract
Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager, or his
designee, a Contract Officer of the City with respect to this Agreement. It shall be the
Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of
the progress of the performance of the services and Consultant shall refer any decisions that
must be made by City to the Contract Officer. Unless otherwise specified herein, any approval
of City required hereunder shall mean the approval of the Contract Officer.
5.3 Prohibition Against _Subcontracting or_Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant
shall not contract with any other individual or entity to perform in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
3 Written 10/31/07
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of City.
5.4 Independent Contractor, Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth herein. Consultant shall
perform all services required herein as an independent contractor of City and shall not be an
employee of City and shall remain at all times as to City a wholly independent contractor with
only such obligations as are consistent with that role; however, City shall have the right to
review Consultant's work product, result, and advice. Consultant shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services set forth herein. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Consultant by providing written notice to Consultant.
Name: Title:
Gary L. Calhoun Resource Conservation Consultant
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in Exhibit °B", which is attached hereto and is incorporated herein by
reference.
7. INDEMNIFICATION.
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense), indemnify, protect, and hold harmless City, its elected officials, officers,
employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against
any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal
costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from
injuries to or death of persons (Consultant's employees included), for damage to property,
including property owned by City, from any violation of any federal, state, or local law or
ordinance, and from errors and omissions committed by Consultant, its officers, employees,
representatives, and agents, which Claims arise out of or are related to Consultant's
performance under this Agreement, but excluding such Claims arising from the negligence or
willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers.
Under no circumstances shall the insurance requirements and limits set forth in this Agreement
be construed to limit Consultant's indemnification obligation or other liability hereunder.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
4 Written 10/31/07
8.2 Records. Consultant shall keep such books and records as shall be necessary
to properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free
access to such books and records at all reasonable times, including the right to inspect, copy,
audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its' own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under
this Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs incurred
while performing under this Agreement and shall make such materials available at its offices at
all reasonable times during the term of this Agreement and for three (3) years from the date of
final payment for inspection by City and copies thereof shall be promptly furnished to City upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Consultant. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.3 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
5 Written 10/31/07
9.4 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant,
except that where termination is due to the fault of Consultant and constitutes an immediate
danger to health, safety, and general welfare, the period of notice shall be such shorter time as
may be determined by the City. Upon receipt of the notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to
receipt of the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days
written notice to City.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the Consultant or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex,
marital status, disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre-paid, first-class mail to the address set forth
below. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
To City City of Palm Springs
Attention: Office of Sustainability
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Gary L. Calhoun
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
La Quinta, CA 92253
6 Written 10/31/07
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severabilitv. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining phrases, sentences, clauses,
paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of
the parties hereunder.
11.5 Author. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties hereto are formally bound to the provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY"
APPROVED BY CITY COUNCIL,
r
City of Palm Springs
d
Date:_ / �'�'� o► ►
Y:
David H. Ready, Esq.,
City Manager
ATTEST
By.
mes Thompson,
City Clerk
"CONSULTANT"
Evergreen Recycling Solutions, Inc.
Date: _ 1 ", Zo 1 v By Gary L. Calhoun,
N me)
Not To Exceed ; z5 ado . (Sign ure)
Without The Expr se s Written
Authorization Of The City
Manager.,
7 Written 10/31/07
EXHIBIT "A"
SCOPE OF SERVICES
Consultant agrees to provide general coordinative and administrative support for City
recycling programs and projects, including but not limited to the following tasks:
Task 1. AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element (SRRE);
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits;
• Conduct waste audits and characterization studies as needed;
• Work with large venue sites and facilities to ensure successful implementation of AB
2176;
• Research and apply for grants and funding that support the implementation of AB
939.
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection
programs.
Task 2: Prepare CIWMB Annual Report
Consultant will prepare both an electronic version with PARIS notes on each diversion
program as well as a narrative report to be submitted in hard copy showing recycling trends
over time, identifying issues and problem areas, and documenting the City's good faith effort in
meeting the AB 939 mandates. Consultant will contact and obtain diversion data required for
the report from the following entities:
1. Palm Springs Disposal Services (Data on curbside, commercial program, green waste,
Spring/Fall cleanups, special events, drop-offs, City facility program, oil recycling
program, and tons taken to any Landfills);
2. EPA's Waste Wise Program
3. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to any Landfills in the County, and allocation of biomass
tonnage);
4. Cal Biomass, World Products, Southern California Recycling for data on green waste,
wood, organics, and any other materials accepted;
5. CIWMB for calculation of diversion percentage, inputs on diversion calculation formula
and other applicable data;
6. Kern County for information on organic diversion from local supermarkets;
8 Written 10/31/07
7. Colmac for biomass tonnage and for sources of tonnage;
8. City Staff for any programs such as street sign recycling, phone book recycling, etc.;
9. Other organizations as needed.
Consultant will coordinate with local agencies and staff in preparing Annual Reports for review and
comment by City Staff. Upon receipt of comments from the City, Consultant will revise the report
and produce a final draft for City review.
Task 3: Provide Administrative Support for Recycling Programs through Solid Waste
Franchise
Provide administrative support for the City's recycling portion of the solid waste franchise including
but not limited to:
• Respond to resident complaints and inquiries regarding recycling, composting, special events
and special programs;
• Process resident requests for exemptions from residential disposal fees;
• Respond to requests by civic organizations for help with recycling needs such as signage or
containers;
• Work with the City's franchise waste hauler, Palm Springs Disposal Service, to resolve any
recycling issues that may arise;
• Prepare public information and educational materials to promote and raise public awareness
on recycling issues and programs;
• Prepare and submit applications for used oil, tire amnesty, recycling and beverage container
funding through the State of California;
• Interact, liaison and work with other governmental agencies such as Riverside County,
Riverside County Sheriff's Department, CDF and Riverside County Fire Department,
Coachella Valley Association of Governments (CVAG), and California Integrated Waste
Management Board (CIWMB) regarding recycling issues.
Task 4: Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting-up, implementing and overseeing
special events to include but not limited to:
• Keep America Beautiful Programs, Great American Clean-Up and other designated Keep
America Beautiful events
• E-Waste events;
• Shredding events;
• Spring and Fall clean-up events;
9 Written 10/31/07
• Telephone book recycling;
• Used Oil events
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events, as directed by City.
Task 5: Serve as the Keep America Beautiful (KAB) Program Liaison
Liaison to the National Keep America Beautiful, engage local volunteers and manage City
efforts for clean-up events and local program. Report Volunteer hours to national program,
create award program and present award annually to top volunteer. Research and apply for
KAB grants. Create program to supply safety vest, clean up supplies and volunteer supplies for
clean-up events.
Task 6: Review State Legislation affecting Solid Waste Reduction and Recycling
Review and provide periodical updates to City's Contract Officer on State Legislation affecting
solid waste reduction, composting, and recycling services.
Task 7: Attend Regional Recycling and Waste Reduction Meetings/Events &
Prepare Reports
Attend and represent City at various regional meetings such as the Coachella Valley
Association of Governments and other community events as requested by City's Contract
Officer. Prepare a written report to City's Contract Officer summarizing the discussion and/or
actions taken.
Task 8: Perform Other Duties as Requested by City
Perform other duties assigned by the City of Palm Springs.
10 Written 10/31/07
EXHIBIT "B"
SCHEDULE OF COMPENSATION
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $65 per hour. This rate is all inclusive. Consultant
shall not be entitled to reimbursable expenses.
2. The fee for professional services will not exceed $50,000 ("Contract Sum") per year for
the period of December 31, 2010 through December 31, 2011. An extension of up to
one year may be granted with terms remaining the same.
3. This fee is based on the following conditions:
a. Availability of all necessary information from the City in a timely manner;
b. Consultant shall be available at City Hall during normal business hours a minimum
of 12 hours per week and a maximum of 22 hours per week to answer questions
from members of the public and/or staff, respond to telephone and email inquiries
and to perform the services described in "Exhibit A".
4. Consultant agrees to remain available to attend additional meetings and provide
additional consulting services beyond the scope of the tasks listed here, as requested
by the City. Such services may include:
• Changes in project scope;
• Any other services not specified in this scope.
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $65 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5. Consultant will work at all times in close cooperation with the City's Staff and its other
Consultants and Advisors.
l 1 Written 10/31/07
EXHIBIT "C"
INSURANCE PROVISIONS
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to City,
public liability and property damage insurance against all claims for injuries against persons or
damages to property resulting from Consultant's performance under this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extension thereof, and shall not be cancelable without
thirty (30) days written notice to City of any proposed cancellation. Certificates of insurance
evidencing the foregoing and designating the City, its elected officials, officers, employees,
agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same
shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected
officials, officers, agents, employees, and volunteers.
A. Minimum Scope of Insurance. The minimum amount of insurance required
hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000) combined single limit coverage per occurrence;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000) per occurrence;
3. Workers' Compensation ins iranno in the statutory -amount as required by
the State of California and i
S Liability IRSUrance with "mits of ;-;it least G-Re million
dollars ($1,000,000) ��per nnnrrenna
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective
elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For` E)FI(eFS' r„rr,r,8%ati„r, aR d Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may have
against City, its elected officials, officers, employees, agents, and volunteers.
B. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B+, Class VII,
or better, unless otherwise acceptable to the City.
C. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to
be received and approved by the City before work commences. City reserves the right to
12 Written 10/31/07
require Consultant's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and
Omissions and Workers' Compensation policies.
Verification of Insurance Coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate
of Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees and agents are named as an
additional insured" ("as respects a specific contract" or "for any and all work performed
with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the
City may have" ("as respects a specific contract" or "for any and all work performed with
the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representative" is not acceptable and must be crossed out. See example below.
4. Employers' Liability policies shall contain the insurer's waive of subrogation in favor of
City, its elected officials, officers, employees, agents and volunteers. See example
below.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policy.
All certificates and endorsements are to be received and approved by the City before
work commences. Failure to obtain the required documents prior to the commencement of
work shall not waive the contractor's obligation to provide them.
Cancellation Example:
SHOULD ANY OF THE ABOVE REFERENCED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS*
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
HEREIN BUT FAILURETO MAIL NOTICE SHALL
IMPOSE NO OBLIGATION /-1L? LIABILITY OF ANY KIND UPON
THE INSURER, ITS AGENTS OR REPRESENTATIVES
*The broker/agent can include a qualifier stating "10 days notice
for nonpayment of premium."
Waiver of Subrogation Example:
"IT IS UNDERSTOOD AND AGREED THAT THE COMPANY
WAIVES THE RIGHT OF SUBROGATION AGAINST THE
ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS
THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE
ATTACHED HERETO."
13 Written 10/31/07
D. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the
City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
E. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect
to the limits of the insurer's liability.
14 Written 10/31/07
AMENDMENT NO, ' f0 CONSULTING SERVICES AGREEMENT NO. 5336
WITH EVERGREEN RECYCLING SOLUTIONS, INC. FOR
SOLID WASTE AND RECYCLING TECHNICAL SERVICES
The following articles of Agreement No. 5336 are hereby amended as follows:
SECTION 3.1 "Compensation of C,g.nsultant" - is hereby modified to: an amount not to exceed
$72,320 including this Amendment in the amount of$25,000.
SECTION 4.4 "Term" as Modified in Amendment 91 - is hereby modified for an additional six
months, commencing 1 November, 2009 and ending 30 April, 2010, unless extended by mutual
written agreement of the parties.
EXHIBIT "B" - Schedule of Compensation - will hereby remain a standard billing rate of $65 per
hour and the fee for the additional six months shall not exceed $72,320.
Purchase Order Number(s): 716318
Agreement Number: 5336
Original:
City Manager Approval: November 18, 2006
MO Number: -----
Total Contract Amount: $ 47,320
This Amendment#1:
Amount of Increase: $ 25,000
Amended Contract Total: $72,320
Account Number(s): 125-1280-43200
SIGNATURES ON NEXT PAGE
Evergreen Recycling Solutions Inc.
Amendment No. 1
Page 2 of 2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
"City"
CITY OF PALM SPRINGS
Date -eb. 1b aUl�.. l By. -��✓ - - -
t David H. Uaadf,-Vily Manager
AP OVED AS TO F M: ATTEST:
B . BY
City rney City Clerk /IG/yp�
RM"
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
LaQuiinnta,CAA 92253 /,
Date. By: (/ -A 2�24 '� La-�..�
GtO L. Calhoun, President
APPROVED BY CITY COUNCIL
Not To Exceed $ cw'�\.0 b
Without The Express Written
Authorization Of The City
Manager,
APPROVED BY CITY NlAj i,,-
CONSULTING SERVICES AGREEMENT
Technical Assistance on Solid Waste and Recycling Issues
THIS AGREEMENT FOR CO SU TING SERVICES (the "Agreement') is made and
entered into this 10114ay of ( , 200-�—, by and between the City of Palm
Springs, a California charter city and municipal corporation ("City"), and Evergreen Recycling
Solutions, Incorporated, a California Corporation ("Consultant').
RECITALS
A. City requires the services of Consultant for professional Technical Assistance
and Professional Advice on Sustainability and Recycling Issues.
B. Consultant has submitted to City a proposal to provide professional technical
assistance and professional advice services to City pursuant to the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to City for the Project and desires to provide such
services.
D. City desires to retain the services of Consultant for the Project,
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, City agrees to retain and does hereby retain Consultant and Consultant
agrees to provide services to the City as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide technical assistance and professional advice
services to City as described in the Scope of Services/Work attached to this Agreement as
Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the
agreed upon schedule of performance and the schedule of fees. Consultant warrants that all
services and work shall be performed in a competent, professional, and satisfactory manner in
accordance with all standards prevalent in the industry. In the event of any inconsistency
between the terms contained in the Scope of Services/Work and the terms set forth in the main
body of this Agreement, the terms set forth in the main body of this Agreement shall govern.
1.2 Compliance with Law. All services rendered under this Agreement shall be
provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations
of City and any federal, state, or local governmental agency of competent jurisdiction.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the performance of the
services required by this Agreement.
❑pdalcd Nevclnbcr 17,1004-hduaers'CarneP.Sara/DocumenbCmll Svcs Age'Cmi%ull gvc.Agr-C,,vy Calhoun Rvargreen Recycling-I I0108to1 I0109 no uei v pd
1.4 Familiarity with Work, By executing this Agreement, Consultant warrants that it
has carefully considered how the work should be performed and fully understands the facilities,
difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A".
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the
schedule of fees set forth in Exhibit "B", which total amount shall not exceed $47,320 per
year.
3.2 Method of Payment. In any 'month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to City in
the form approved by City's Controller, an invoice for services rendered prior to the date of the
invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized
services performed. City shall pay Consultant for all expenses stated thereon, which are
approved , by City consistent with this Agreement, within thirty (30) days of receipt of
Consultant's invoice.
3.3 Changes. In the event any change or changes in the Scope of Services/Work is
requested by City, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other work product or work is required by the enactment
or revision of law subsequent to the preparation of any documents, other work product, or
work;
B, To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's
profession.
14 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
Updarcd Novcmbn 17,2009-h/uyLmCumeR/Dala/OocumenvConr Svcs Agr/Consult des Ayr-Gary Cclbnun-L•vergm n Recychng-11010Sto 110109 no cer.wpd
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit
"A". The extension of any time period must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond
the control and without the fault or negligence of Consultant, including, but not limited to, acts
of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if
Consultant shall within ten (10) days of the commencement of such condition notify the
Contract Officer who shall thereupon ascertain the facts and the extent of any necessary
delay, and extend the time for performing the services for the period of the enforced delay
when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in • accordance with Section 9.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of one (1) year,
commencing on November 1, 2008, unless extended by mutual written agreement of the
parties.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its
behalf with respect to the services and work specified herein and make all decisions in
connection therewith: Gary L. Calhoun. It is expressly understood that the experience,
knowledge, education, capability, and reputation of the foregoing principal is a substantial
inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be
responsible during the term of this Agreement for directing all activities of Consultant and
devoting sufficient time to personally supervise the services hereunder. The foregoing
principal may not be changed by Consultant without prior written approval of the Contract
Officer.
5.2 Contract Officer. The Contract Officer shall be David J. Barakian, Director of
Public Works/City Engineer or his designee. It shall be the Consultant's responsibility to
keep the Contract Officer, or his/her designee, fully informed of the progress of the
performance of the services and Consultant shall refer any decisions that must be made by
City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant
shall not contract with any other individual or entity to perform in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth herein. Consultant shall
Updated November 17.2009—h Svcs A1,mConsultb}vcs Agr Gary Calhoun—Evergreen Recycling—11010Siol 10109 no uNt wpd
perform all services required herein as an independent contractor of City and shall not be an
employee of City and shall remain at all times as to City a wholly independent contractor with
only such obligations as are consistent with that role; however, City shall have the right to
review Consultant's work product, result, and advice. Consultant shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services set forth herein. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Consultant by providing written notice to Consultant.
Name: Title:
Gary L. Calhoun Resource Conservation Consultant
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in Exhibit "B", which is attached hereto and is incorporated herein by
reference.
7. INDEMNIFICATION.
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense), indemnify, protect, and hold harmless City, its elected officials, officers,
employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against
any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal
costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from
injuries to or death of persons (Consultant's employees included), for damage to property,
including property owned by City, from any violation of any federal, state, or local law or
ordinance, and from errors and omissions committed by Consultant, its officers, employees,
representatives, and agents, which Claims arise out of or are related to Consultant's
performance under this Agreement, but excluding such Claims arising from the negligence or
willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers.
Under no circumstances shall the insurance requirements and limits set forth in this Agreement
be construed to limit Consultant's indemnification obligation or other liability hereunder.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
8.2 Records. Consultant shall keep such books and records as shall be necessary
to properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free
access to such books and records at all reasonable times, including the right to inspect, copy,
Updated November 17.2005—h:/users/C2aicWData/DocumendConr Svcs Ayr/Consult$ves Ayr—Cary Calhoun—Hverpreen Regyelmg—I I fA(18to 110109 no en wpd
audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under
this Agreement shall not be released publicly without the prior written approval of the Contract
Officer_
8.5 Cost Records. Consultant shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs incurred
while performing under this Agreement and shall make such materials available at its offices at
all reasonable times during the term of this Agreement and for three (3) years from the date of
final payment for inspection by City and copies thereof shall be promptly furnished to City upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Consultant. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.3 Ri hts and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
9.4 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
Updated November 17.200S-h eu,an;C'i,,1eW O.MNocumenbConl Svcs Agr/Convult yeses Ayr-(,:j y(;iIhpyp-Lvergeen Recycling-I1010SE0110109 ve eq wpd
9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant,
except that where termination is due to the fault of Consultant and constitutes an immediate
danger to health, safety, and general welfare, the period of notice shall be such shorter time as
may be determined by the City. Upon receipt of the notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to
receipt of the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days
written notice to City.
10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the Consultant or its
successor, or for breach of any obligation of the terms of this Agreement_
10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex,
marital status, disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre-paid, first-class mail to the address set forth
below, Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
To City City of Palm Springs
Attention: City Engineer
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Gary L. Calhoun
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
La Ouinta, CA 92253
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing,
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11.4 Seyerability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining phrases, sentences, clauses,
paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of
the parties hereunder-
11.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties hereto are formally bound to the provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY„
City of Palm Springs
Date: By:
David H. Ready
City Manager
APPROVED BY CITY COUNCIL ATTEST
By: U5�
A
31SJames Thompson,
City Clerk
-t .�rr'ey "CONSULTANT"
a P�/ Evergreen Recycling Solutions, Inc.
--
Date: _it/n lle`4Bcr- a y za a g By Gary L. Calhoun,
(Name)
—(-�A,11 Z
(Signffure
Updated November 17.2008-It iusem/Ca icR/Dat31Docunmut/Cuut Svc.Agr/(COnsuIt icy Agr-Gary Calhoun-Evergreen Recycling-1101 O81n 110109 un c<i wpd
EXHIBIT "A"
SCOPE OF SERVICES
Consultant agrees to provide general coordinative and administrative support for City
recycling programs and projects, including but not limited to the following tasks.-
Task 1: AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element(SRRE);
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits;
• Conduct waste audits and characterization studies as needed;
• Work with large venue sites and facilities to ensure successful implementation of AB
2176;
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection
programs.
Task 2: Prepare CIWMB Annual Report
Consultant will prepare both an electronic version with PARIS notes on each diversion
program as well as a narrative report to be submitted in hard copy showing recycling trends
over time, identifying issues and problem areas, and documenting the City's good faith effort in
meeting the AB 939 mandates. Consultant will contact and obtain diversion data required for
the report from the following entities:
1. Waste Management (Data on curbside, commercial program, green waste, Spring/Fall
cleanups, special events, drop-offs, City facility program, oil recycling program, and
tons taken to any Landfills);
2. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to any Landfills in the County, and allocation of biomass
tonnage);
3. Cal Biomass, World Products, Southern California Recycling for data on green waste,
wood, organics, and any other materials accepted;
4. CIWMB for calculation of diversion percentage, inputs on diversion calculation formula
and other applicable data;
5. Kern County for information on organic diversion from Ralph's Supermarket;
6. Colmac for biomass tonnage and for sources of tonnage;
7. City Staff for any programs such as street sign recycling, phone book recycling, etc.;
Updnred November 17,2009—h./uscrsiCsi ric R/Dala/Dnewnnvi('nul$vcr AgN(nnguli yWcc A,—G;1ry C UI WIII—LvCrl,"un Recycling—I101OSIoI I010B n0 exi.Wpd
8. Other organizations as needed.
Consultant will coordinate with the CIWMB Office of Local Assistance staff in preparing a draft
of the Annual Report for review and comment by City Staff. Upon receipt of comments from
the City, Consultant will revise the report and produce a final draft for City review.
CIWMB will make the final determination about when the final report is due.
Task 3: Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting-up, implementing and
overseeing special events to include but not limited to:
• E-waste events;
• Shredding events;
• Spring and Fall clean-up events;
• Telephone book recycling;
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events, as directed by City.
Task 4: Review State Legislation affecting Recycling and Sustainability
Review and provide periodical updates to City's Contract Officer on State Legislation affecting
recycling services.
Task 5: Serve as Staff Liaison to City's Resource Conservation Committee
Serve as Consultant to the City's Resource Conservation Commission. Assist with preparing
the Commission agenda, staff reports and other materials as necessary. Attend all meetings
of the Commission when requested by staff and prepare a written report to City's Contract
Officer summarizing the meeting and/or actions taken. Act as staff liaison during a transition
period while said liaison duties are shifted from Consultant to Staff.
Task 6: Attend Regional Meetings/Events & Prepare Reports
Attend and represent City at various regional meetings such as the Coachella Valley
Association of Governments Energy and Environmental Resources Committee and Energy
Conservation Subcommittee and other community events as requested by City's Contract
Officer. Prepare a written report to City's Contract Officer summarizing the discussion and/or
actions taken.
Updoted November 17,200S- nyri(.omult�)a.A,-(i dhnun-Evergreen 2ecychng-110106to 110109 no oxt.wpd
Task 7: Sustainability
Perform duties as assigned by Contract Officer related to City's sustainability efforts and
master plan including meetings, events, report preparation and research.
Task 8: Perform Other Duties as Requested by City
Perform other duties assigned by the City of Palm Springs-
Updated Novembei 17,2009-1 L Svcs Agri Consult Mes Agr-Gary Calhoun-Evergreen Recycling-I1010 o 110109 no ectwpd
EXHIBIT "B"
SCHEDULE OF COMPENSATION
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $65 per hour. This rate is all inclusive. Consultant
shall not be entitled to reimbursable expenses.
2. The fee for professional services will not exceed $47,320 ("Contract Sum") per year for
the period of November 1, 2008 through October 31, 2009_
& This fee is based on the following conditions:
a. Availability of all necessary information from the City in a timely manner;
b. Consultant shall be available at City Hall during normal business hours an average
of 14 hours per week to answer questions from members of the public and/or staff,
respond to telephone and email inquiries and to perform the services described in
"Exhibit A".
4. Consultant agrees to remain available to attend additional meetings and provide
additional consulting services beyond the scope of the tasks listed here, as requested
by the City. Such services may include:
• Changes in project scope;
• Any other services not specified in this scope.
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $65 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5. Consultant will work at all times in close cooperation with the City's Staff and its other
Consultants and Advisors.
Updalud November 17 2006—h iusersiCarricRiDara/Docutn0ndCout Svc.npdCnn,ult f te,,ngr Gary Calhoun—Evergreen Recychny—1101 OBIc110109 no exl wad
EXHIBIT "C"
INSURANCE PROVISIONS
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to City,
public liability and property damage insurance against all claims for injuries against persons or
damages to property resulting from Consultant's performance under this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extension thereof, and shall not be cancelable without
thirty (30) days written notice to City of any proposed cancellation. Certificates of insurance
evidencing the foregoing and designating the City, its elected officials, officers, employees,
agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same
shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected
officials, officers, agents, employees, and volunteers.
A. Minimum Scope of Insurance. The minimum amount of insurance required
hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000) combined single limit coverage per occurrence;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000) per occurrence;
��II..,,,�,, � ��3+.� 1/1 E)FkeFS' Ge „#@ n4nsar-anee4n _ .,,.I+I,_hr�.
the—&ta�te—ef--Qaljfem-! an Employer's Liability InsuFanse with limits of a I., &+—ene—r44io_n
ClOttaF� /04 nnn nnm r,o _
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective
elected officials, officers, employees, agents,'and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For` E)FI(eFS' Gempensa ien-and Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may have
against City, its elected officials, officers, employees, agents, and volunteers.
B. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B+, Class VII,
or better, unless otherwise acceptable to the City-
C. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to
be received and approved by the City before work commences. City reserves the right to
require Consultant's insurers to provide complete, certified copies of all required insurance
1Jpdat*d November 17.Z005 h/users CameR/DotNDoeumenVCont Svcs AgdConsult¢9es Ayi-Gary Calhuuil-rvergreen Itecychng-110706to 110109 no ext wpd
policies at any time. Additional insured endorsements are not required for Errors and
Omissions and Workers' Compensation policies.
Verification of Insurance Coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate
of Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees and agents are named as an
additional insured" ("as respects a specific contract" or "for any and all work performed
with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the
City may have" ("as respects a specific contract" or "for any and all work performed with
the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representative" is not acceptable and must be crossed out. See example below.
q Beth the WOFkOFS' C,,..,. ens tier Employers' Liability policies shall contain the
insurer's waive of subrogation in favor of City, its elected officials, officers, employees,
agents and volunteers. See example below.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policy.
All certificates and endorsements are to be received and approved by the City before
work commences. Failure to obtain the required documents prior to the commencement of
work shall not waive the contractor's obligation to provide them.
Cancellation Example:
SHOULD ANY OF THE ABOVE REFERENCED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING INSURER WILL ENDEAVOR O MAIL 30 DAYS*
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
HEREIN BUT RL E T9 lvh 1 H—NQTIQ�kk
I �D r1CC No r-1Q1 IG,,,—innl OR LIABILITY ITY OF ANY KIND 1I N
TI-IC—INnI—JR-E-44r V CKITrC np R 1zDR' n FSENT TIVES
*The broker/agent can include a qualifier stating "10 days notice
for nonpayment of premium."
Waiver of Subrogation Example:
"IT IS UNDERSTOOD AND AGREED THAT THE COMPANY
WAIVES THE RIGHT OF SUBROGATION AGAINST THE
ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS
THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE
ATTACHED HERETO."
❑pdarcd November 17,2008- Svcs Agr/Consult¢gcs AEA Gary Calhoun-Evergreen Recycling-I I010810 110109"p eq wpd
D. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the
City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
E. Severability of Interests Aeparation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect
to the limits of the insurer's liability.
Updated November 17,2008— fives AgoConsult fakes Agr-Gary Calhoun—Evergreen Recycling—I10108in 110109 no Lxl vpd
AMENDMENT NO. 4 TO CONSULTING SERVICES AGREEMENT NO. 5336
WITH EVERGREEN RECYCLING SOLUTIONS, INC. FOR
SOLID WASTE AND RECYCLING TECHNICAL SERVICES
The following articles of Agreement No. 5336 including Amendments #1, #2 and 93 thereto are
hereby amended as follows:
i
SECTION 3.1 "Compensation of Firm" (Including all three amendments) - is hereby modified to:
an amount not to exceed $124,000 including this Amendment#4 in the amount of$10,000.
SECTION 4.4 "Term" as Modified in Amendment #1 - is hereby modified to: an additional two
months, commencing September 1, 2008 and ending October 31, 2008, unless extended by
mutual written agreement of the parties.
SCOPE OF SERVICES - Exhibit "A" - Task #8 is hereby modified to read: perform other duties
assigned by the City of Palm Springs including specific assignments regarding recycling and
sustainability.
Purchase Order Number(s): 716318
Agreement Number: 5336
Original:
City Manager Approval: October 11, 2006
MO Number: 7998
Total Contract Amount: $ 24,000
Previous Amendments.-
Amendment#1 $ 45,000
Amendment#2 $ 30,000
Amendment#3 $15,000
This Amendment#4:
Amount of Increase: $ 10,000
Amended Contract Total: $124,000
Account Number(s): 125-1280-43200
SIGNATURES ON NEXT PAGE ANDJOP AseiCaJlr;IT
Evergreen Recycling Solutions Inc.
Amendment No. 4
Page 2 of 2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
"City,
CITY OF PAL SPRIN �f}
Date
~—Oar . Rcady, City Manager
ATTEST:
4//W City Clerk
4 _
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
LaQuinta, CA 92253
u
Date: D P l By: Av
ary L. Calhoun, President
P * IP%P PROVED BY CITY COUNCIL
APPROVED BY CITY MANAGER
� Div �1OQ01a�� _
a
AMENDMENT NO. 3 TO CONSULTING SERVICES AGREEMENT NO. 5336
* WITH EVERGREEN RECYCLING SOLUTIONS, INC. FOR
SOLID WASTE AND RECYCLING TECHNICAL SERVICES
The following articles of Agreement No. 5336 including Amendments #1 and #2 thereto are
hereby amended as follows:
SECTION 3.1 "Compensation of Firm" (including all three amendments) - is hereby modified to:
an amount not to exceed $114,000 including this Amendment#3 in the amount of$15,000.
SECTION 4.4 "Term" as Modified in Amendment #1 - is hereby modified to: an additional two
months, commencing July 1, 2008 and ending August 31, 2008, unless extended by mutual
written agreement of the parties.
EXHIBIT "A" - Scope of Services - Schedule of Charges of Amendment#2 - is hereby modified
to a standard billing rate of $65 per hour (a $5 per hour increase) and the fee for the additional
two months shall not exceed $15,000.
Purchase Order Number(s): 716318
Agreement Number: 5336
Original:
City Manager Approval: October 11, 2006
MO Number: 7998
Total Contract Amount: $ 24,000
Previous Amendments:
Amendment#1 $ 45,000
Amendment#2 $ 30,000
This Amendment#3:
Amount of Increase: $ 15,000
Amended Contract Total: $114,000
Account Number(s): 125-1280-43200
OPUKIVu]AL ED
SIGNATURES ON NEXT PAGE ANWOR GRM9qT
Evergreen Recycling Solutions Inc.
Amendment No. 3
Page 2 of 2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
"City"
CITY OF PALM SPRINGS
Date - �D Bye ' :✓r ��1 '
David H. Ready, ager
APPROVED AS TO FORM: ATTEST: -
By.-
;�: , By:
City Attorney City Clerk
,. RM„ -..
Evergreen Recycling Solutions, Inc.
48-517 Via Amistad
LaQuinta, CA 92253
Date: D o$ By: O'lizzi6c
Gary /Calhoun, President
l tiY'vl'-�'IFU r3Y CITY COUNCIL
Not To ExceedLn
. •���
Without The Express Written
hP R DBYCITYMANAGER Authorization Cf The City
0°� �� Manager.
01 This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any
54 other Forms and Endorsements issued to be a part of the Policy.This insurance is provided by the stock
TV' insurance company of The Hartford Insurance Group shown below.
AA
INSURER: HARTFORD CASUALTY INSURANCE COMPANY
HARTFORD PLAZA, HARTFORD, CT 06115
COMPANY CODE: 3 THE
Policy Number: 72 SBA W5401 DX
HARTFORD
SPECTRUM POLICY DECLARATIONS ORIGINAL
Named Insured and Mailing Address: EVERGREEN RECYCLING SOLUTIONS
(No., Street, Town, State, Zip Code)
48517 VIA AMISTAD
LA QUINTA CA 92253
N
Policy Period: From 12/01/07 To 12/01/08 1 YEAR
N
12:01 a.m., Standard time at your mailing address shown above. Exception: 12 noon in New Hampshire.
Name ofAgent/Broker: CUMBRE, INC/PHS
ca Code: 251689
0
c
N Previous Policy Number: NEW
a
Named Insured is: S CORPORATION
Audit Period: NON—AUDITABLE
Type of Property Coverage: SPECIAL
Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we
agree with you to provide insurance as stated in this policy.
TOTAL ANNUAL PREMIUM IS: $500 MP
Countersigned by
Authorized Representative Date
Form SS 00 02 12 06 Page 001 (CONTINUED ON NEXT PAGE)
Process Date: 11/21/07 Policy Expiration Date: 12/01/08
INSURED COPY
SPECTRUM POLICY DECLARATIONS (Continued)
POLICY NUMBER: 72 SBA TV5401
Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by
Number below.
Location: 001 Building: 001
48517 VIA ANISTAD
LA QUINTA CA 92253
Description of Business:
CONSULTANT - NOC
Deductible: $1,000 PER OCCURRENCE
BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE
BUILDING
NO COVERAGE
BUSINESS PERSONAL PROPERTY
REPLACEMENT COST $ 5,000
PERSONAL PROPERTY OF OTHERS
REPLACEMENT COST NO COVERAGE
mom" Am SP-CURIWIES
xNSTDX THE PREMISES $ 10, 000
OUTSIDE TIE PREKISES $ 5, 000
Farm SS 00 02 12 06 Page 002 (CONTINUED ON NEXT PAGE)
Process Date: 11/21/07 Policy Expiration Date: 12/01/08
aid
SECOND AMENDMENT TO AGREEMENT
FOR SOLID WASTE AND RECYCLING TECHNICAL SERVICES
This Second Amendment to the Consultant Services Agreement with Evergreen
Recycling Solutions ("Second Amendment" or "Amended Agreement") is made and entered into
this 9`1' day of January, 2008,by and between the CITY OF PALM SPRINGS, a municipal
corporation("City") and Evergreen Recycling Solutions, a California Corporation ("Consultant")
and arnends that certain "Contract Services Agreement with Evergreen Recycling Solutions" (the
"Agreement") dated July 26, 2006 between the same parties.
RECITALS
A. On or about July 26, 2006, City and Consultant entered into a"Contract Services
Agreement"pursuant to which Consultant agreed to provide solid waste and recycling
technical services ("Project")-
B. On March 21, 2007, the City and Manager entered into the"First Amendment to the
Agreement for Golf Course Management Services" ("First Amendment"), which
extended the term of the Agreement for ari additional period of time.
C. City requires additional services that are outside the Consultant's established scope of
services.
D. City and Consultant desire to amend the Agreement to modify the scope of services and
budget to provide for these additional services.
AGREEMENT
The Agreement is hereby amended as follows:
1. "Ll Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide waste management consulting and other
technical and advisory services as generally described in the Scope of
Services/Work attached to this Agreement as Exhibit "A" and incorporated herein
by reference (the "services" or "worl<"), which includes the agreed upon schedule
of performance and the schedule of fees. Consultant warrants that all services and
work shall be performed in a competent, professional, and satisfactory mamier in
accordance with all standards prevalent in the industry. In the event of any
inconsistency between the terns contained in the Scope of Services/Work and the
terms set forth in the main body of this Agreement, the terms set Forth in the main
body of this Agreement shall govern.
2. "3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated in accordance with the "Schedule of
Fees" attached hereto as Exhibit "A" and incorporated herein by this reference,
but not exceeding 4 burr -Thousand Dollars (S11,000) ("Contract Sum") for
services provided prior to June 30, 2007 and not exceeding the Contract Sum for
services provided during the period of July 1, 2007 through June 30, 2008,
3. Except as expressly provided herein, all other terms and conditions of the
Agreement shall remain in full force and effect.
[Signature Block on Next Page]
IN WITNESS WHEREOF, the parties hereto executed this First Amendment to be
effective as of the Date first written above.
CITY OF PALM SPRINGS,
a municipal corporation
City Manager
ST:
APPROVED BY CITYCOUNCIL
City Clerk o Z1 a 7/ZbD�j 11� 08 �l pt_ 6
APPROVED AS TO FORM: Evergreen Recycling Solutions
i %rl I
City Attorney Naive: GA .l L. C AI-H o 1.v
Title:
EXHIBIT "A"
Scope of Services
Consultant agrees to provide general coordinative and administrative support for City recycling
programs and projects, including, but not limited to the following tasks:
cask 1. AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element (SRRE).
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits.
• Conduct waste audits and characterization studies as needed.
• Work with large venue sites and facilities to ensure successful implementation of AB
2176.
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection programs.
Task 2. Prepare CIWMB Annual Report
Consultant will prepare both an electronic version with PARIS notes on each diversion program
as well as a narrative report to be submitted in hard copy showing recycling trends over time,
identifying issues and problem areas, and documenting the City's good faith effort in meeting the
AB 939 mandates. Consultant will contact and obtain diversion data required for the report from
the following entities:
1. Waste Management (Data on curbside, commercial program, green waste, Spring/Fall
cleanups, special events, drop-offs, City facility program, oil recycling program, and tons
taken to the Edom Hill Landfill.
2. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to the Edom Hill Landfill and to other landfills in the County,
and allocation of biomass tonnage)_
3. Cal Biomass, World Products, Southern California Recycling for data on greenwaste,
wood, organics, and any other materials accepted.
4. CIWMB for calculation of diversion percentage, inputs to diversion calculation formula and
other applicable data.
5. Kern County for information on organic diversion from Ralph's supermarket.
6. Colmac for biomass tonnage and for sources of tonnage.
7. City staff for any programs such as street sign recycling, phone book recycling, etc.
8. Other organizations as needed.
Consultant will coordinate with the CIWMB Office of Local Assistance staff in preparing a draft of
the Annual Report for review and comment by City staff. Upon receipt of comments from the
City, consultant will revise the report and produce a final draft for City review.
CIWMB will make the final determination about when the final report is due.
Task 3. Provide Administrative Support for Solid Waste Franchise
Provide administer support for the City's solid waste franchise including but not limited to:
• Respond to resident complaints and inquiries;
• Process resident requests for exemptions from residential disposal fees;
• Respond to requests by civic organizalions for help with recycling needs such as signage
or containers;
• Work with the City's franchise waste hauler, Palm Springs Disposal Service, to resolve any
solid waste hauling and recycling issues that may arise;
• Prepare public information and educational materials to promote and raise public
awareness on solid waste and recycling issues and programs.
• Prepare and submit applications for used oil, recycling and beverage container funding
through the State of California.
• Interact, liaison, and work with other governmental agencies such as Riverside County,
Riverside County Sheriffs Dept., CDF and Riverside County Fire Dept., Coachella Valley
Association of Governments (CVAG), and California Integrated Waste Management Board
(CIWMB) regarding solid waste and recycling issues.
Task 4. Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting up, implementing, and overseeing
special events to include but not limited to:
• E-Waste events;
• Shredding events;
2
• Spring and Fall Clean-up events;
• Telephone book recycling;
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events as directed by City.
Task 5. Review State Legislation affecting Solid Waste and Recycling
Review and provide periodical updates to City's contract officer on state legislation affecting solid
waste and recycling services.
Task 6. Serve as Staff Liaison to City's Resource Conservation Commission
Serve as the staff liaison to the City's Resource Conservation Commission. Prepare the
Commission agenda, staff reports and other materials as necessary. Attend all meetings of the
Commission and prepare a written report to City's contract officer summarizing the meeting
and/or actions taken.
Task 7. Attend Regional Meetings/Event & Prepare Reports
Attend and represent City at various regional meetings such as the Coachella Valley Association
of Governments Energy and Environmental Resources Committee and Energy Conservation
Subcommittee and other community events as requested by City's contract officer. Prepare a
written report to City's contract officer summarizing the discussion and/or actions taken.
Task 8. Perform Other Duties as Requested by the City
Perform other duties as assigned by the City of Palm Springs. Such duties may include, but are
not limited to providing general oversight and supervision of the City's downtown maintenance
crews, administering various service contractors and providing general support to the Parks and
Recreation Director related to the downtown maintenance effort.
Schedule of Charges
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $60.00 per hour. This rate is all inclusive. Consultant shall
not be entitled to reimbursable expenses.
2. The fee for professional services, including Amendment No 1 and Amendment No. 2, will not
exceed $75,000 ("Contract Sum") for the period July 1, 2007 through June 30, 2008.
3
3 , This fee is based on the following conditions:
a. Availability of all necessary information from the City in a timely manner.
b. Consultant shall be available at City Hall during normal business hours a minimum of
8 hours per week to answer questions from members of the public and/or staff,
respond to telephone and email inquires, and to perform the services described in
this Exhibit A.
4_ Consultant agrees to remain available to attend additional meetings and provide additional
consulting services beyond the scope of the tasks listed here, as requested by the City. Such
services may include:
Changes in project scope
Any other services not specified in this scope
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $60 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5_ Consultant will work at all times in close cooperation with the City's staff and its other
consultants and advisors-
4
N�
FIRST AMENDMENT TO AGREEMENT
FOR SOLID WASTE AND RECYCLING TECHNICAL SERVICES
This First Amendment to the Consultant Services Agreement with Evergreen Recycling
Solutions ("First Amendment" or "Amended Agreement") is made and entered into this 21" day
of March, 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation
("City") and Evergreen Recycling Solutions, a California Corporation ("Consultant") and amends
that certain "Contract Services Agreement with Evergreen Recycling Solutions" (the
"Agreement") dated July 26, 2006 between the same parties.
RECITALS
A. On or about July 26, 2006, City and Consultant entered into a"Contract Services
Agreen-writ" pursuant to which Consultant agreed to provide solid waste and recycling
technical services ("Project").
E. The teen of this agreement was for a period of one year expiring on June 30, 2007,
C. City does not have the staffing or expertise necessary to adequately perform these
services and needs the continued assistance of a qualified consultant.
D. City and Consultant desire to amend the Agreement to extend the term and increase the
Contract Suan to reflect the new work program.
AGREEMENT
The Agreement is hereby amended as follows:
I. "Ll Scone of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide solid waste and recycling advisory and
technical services to City as described in the Scope of Services/Work attached to
Us Agreement as Exhibit "A" and incorporated herein by reference (the
"services" or "work"), which includes the agreed upon schedule of performance
and the schedule of fees. Consultant warrants that all services and work shall be
perfonned in a competent, professional, and satisfactory manner in accordance
�41,' A? DID
A-x[)/QR AGR R,IION7
with all standards prevalent in the industry. In the event of any inconsistency
between the terms contained in the Scope of Services/Work and the teens set
forth in the main body of this Agreement, the terns set forth in the main body of
this Agreement shall govern.
2. "3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated in accordance with the"Schedule of
Fees" attached hereto as Exhibit "A" and incorporated herein by this reference,
but not exceeding the maximum contract amount of Sixty Nine Thousand Dollars
(S69,000) ("Contract Sun")-"
3. "4A Tem1. Unless earlier terminated in accordance with Section 9.5 of this
Agreement, this Agreement shall continue in full force and effect until completion
of the services. The temp of this agreement shall be for a one year period
commencing March 21, 2007. Tn no event shall this agreement remain valid past
June 30, 2008 unless otherwise extended by written approval of the City."
1. Except as expressly provided herein, all other teens and conditions of the
Agreement shall remain in full force and effect.
[Signature Block on Next Page]
IN WITNESS WHEREOF, the parties hereto executed this First Amendment to be
effective as of the Date first written above,
CITY OF PALM SPRINGS,
a municipal corporation
- City Manager
EST: r���
rt.J � e.✓aww'—'4rr �rvo✓T E��/ 3f
ityClerk
�i�ryb2/x.PT.y.,/ ate— �riy �i lG��
APPROV AS TO FORM: Evergreen Recycling Solutions
,f�` 7
CityAtorney Name: ' �VrY L- C'ae (-Fa
Title:
APPROVED BY CITY COUNCIL
EXHIBIT "A"
Scope of Services
Consultant agrees to provide general coordinative and administrative support for City recycling
programs and projects, including, but not limited to the following tasks:
Task 1. AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element (SRRE).
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits.
• Conduct waste audits and characterization studies as needed.
• Work with large venue sites and facilities to ensure successful implementation of AB
2176.
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection programs.
Task 2. Prepare CIWMB Annual Report
Consultant will prepare both an electronic version with PARIS notes on each diversion program
as well as a narrative report to be submitted in hard copy showing recycling trends over time,
identifying issues and problem areas, and documenting the City's good faith effort in meeting the
AB 939 mandates. Consultant will contact and obtain diversion data required for the report from
the following entities:
1. Waste Management (Data on curbside, commercial program, green waste, Spring/Fall
cleanups, special events, drop-offs, City facility program, oil recycling program, and tons
taken to the Edom Hill Landfill.
2. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to the Edom Hill Landfill and to other landfills in the County,
and allocation of biomass tonnage).
3. Cal Biomass, World Products, Southern California Recycling for data on greenwaste,
wood, organics, and any other materials accepted,
4. COMB for calculation of diversion percentage, inputs to diversion calculation formula and
other applicable data.
5. Kern County for information on organic diversion from Ralph's supermarket.
6. Colmac for biomass tonnage and for sources of tonnage.
7. City staff for any programs such as street sign recycling, phone book recycling, etc.
8. Other organizations as needed.
Consultant will coordinate with the CIWMB Office of Local Assistance staff in preparing a draft of
the Annual Report for review and comment by City staff. Upon receipt of comments from the
City, consultant will revise the report and produce a final draft for City review.
CIWMB will make the final determination about when the final report is due.
Task 1 Provide Administrative Support for Solid Waste Franchise
Provide administer support for the City's solid waste franchise including but not limited to:
• Respond to resident complaints and inquiries;
• Process resident requests for exemptions from residential disposal fees;
• Respond to requests by civic organizations for help with recycling needs such as signage
or containers;
• Work with the City's franchise waste hauler, Palm Springs Disposal Service, to resolve any
solid waste hauling and recycling issues that may arise;
• Prepare public information and educational materials to promote and raise public
awareness on solid waste and recycling issues and programs.
• Prepare and submit applications for used oil, recycling and beverage container funding
through the State of California.
• Interact, liaison, and work with other governmental agencies such as Riverside County,
Riverside County Sheriff's Dept., CDF and Riverside County Fire Dept., Coachella Valley
Association of Governments (CVAG), and California Integrated Waste Management Board
(CIWMB) regarding solid waste and recycling issues.
Task 4. Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting up, implementing, and overseeing
special events to include but not limited to:
• E-Waste events;
• Shredding events;
2
• Spring and Fall Clean-up events;
• Telephone book recycling;
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events as directed by City.
Task 5. Review State Legislation affecting Solid Waste and Recycling
Review and provide periodical updates to City's contract officer on state legislation affecting solid
waste and recycling services.
Task 6. Attend Meetings & Prepare Reports
Attend and represent City at various meetings and other events as requested by City's contract
officer. Prepare a written report to City's contract officer summarizing the discussion and/or
actions taken.
Task 7. Perform Other Duties as Requested by the City
Perform other duties as assigned by the City of Palm Springs for Solid Waste and AB 939
compliance. '
Schedule of Charges
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $60.00 per hour. This rate is all inclusive. Consultant shall
not be entitled to reimbursable expenses.
2. The fee for professional services including Amendment No 1 will not exceed $69,000.
3. This fee is based on the following conditions!
a. Availability of all necessary information from the City in a timely manner.
b. Consultant shall be available at City Hall during normal business hours a minimum of
8 hours per week to answer questions from members of the public and/or staff,
respond to telephone and email inquires, and to perform the services described in
this Exhibit A.
3
4. Consultant agrees to remain available to attend additional meetings and provide additional
consulting services beyond the scope of the tasks listed here, as requested by the City. Such
services may include'
Changes in project scope
Any other services not specified in this scope
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $60 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5. Consultant will work at all times in close cooperation with the City's staff and its other
consultants and advisors.
4
J
L
CONSULTING SERVICES AGREEMENT
Evergreen Recycling Solutions
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and
entered into this 26°i day of July, 2006, by and between 1he City of Palm Springs, a California
charter city and municipal corporation ("City"), and Evergreen Recycling Solutions, a California
Corporation ("Consultant").
RECITALS
A. City requires the services of a qualified consultant a consultant to assist in the
implementation of the Sowce Redaction and Recycling Elenent (SRRI ) and the Household
Hasardous GYaste Flernent (HHWE), as well as other matters related to municipal solid waste
management and recycling ("Project")-
B. Consultant is qualified to act as a professional and technical advisor and otherwise
render assistance to City and such services are not currently being provided for by any existing
employee of City-
C. City desires to retain Consultant to provide professional services and both parties
desire by this Agreement to set forth the terns and conditions o F this arrangement.
NOW, THEREFORE, in consideration of the promises and mutual ad eements contained
herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide
services to the City as Follows:
AGREEMENT
I. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terns and conditions of this
Agreement, Consultant shall provide solid waste and recycling advisory and technical services to
City as described in the Scope of Services/Worlc attached to this Agreement as Exhibit "A" and
incorporated herein by reference (the "services" or "work"), which includes the agreed upon
schedule of performance and the schedule of fees. Consultant warrants that all services and work
shall be performed in a competent, professional, and satisfactory manner in accordance with all
standards prevalent in the industry_ In the event of any inconsistency between the terms
contained in the Scope of Services/Work and the terms set forth in the main body of this
Agreement, the terms set forth in the main body of this Agreement shall govern.
1.2 Compliance with Law. All services rendered under this Agreement shall be
provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of
City and any federal, state, or local governmental agency of competent jurisdiction.
1.3 Licenses and Pernifts. Consultant shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the services
required by this Agreement.
AND/OR AGREEMENT
7f2512005
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
it has carefully considered how the work should be performed and fully understands the
facilities, di fCculties, and restrictions attending performance of the work under this Agreement.
2. TIME, FOR COMPLETiON.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A".
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays sball not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATiON OF CONSULTANT
3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of
fees set forth in Exhibit"A," which total amount shall not exceed Twenty-four Thousand Dollars
($24,000).
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day o f such month, submit to City in the
fonn approved by City's Controller, an invoice for services rendered prior to the date of the
invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized
services performed. City shall pay Consultant for all expenses stated thereon, which are
approved by City consistent with this Agreement, within thirty (30) days of receipt of
Consultant's invoice.
3.3 Chances. In the event any change or changes in the Scope of Services/Woxk is
requested by City, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other work product or work is required by the enactment or
revision of law subsequent to the preparation of any documents, other work product, or work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's profession_
3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement if such appropriations are not made, this Agreement shall automatically terminate
without penalty to City_
7125/2006 2
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A".
The extension of any time period must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of Consultant, including, but not limited to, acts of
God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if
Consultant shall within ten (10) days of the commencement of such condition noti fy the Contract
Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend
the time for performing the services liar the period of the enforced delay when and if in the
Contract Officer's judgment such delay is justified, and the Contract Officer's determination
shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier tenninated in accordance with Section 8.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of twelve (12)
months, commencing on July 1, 2006, and ending on June 30, 2007, unless extended by mutual
written agreement of the parties.
5. COORDINATION OF WORK-
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its behalf
with respect to the services and work specified herein and make all decisions in connection
therewith: Gary Calhoun, Principal. It is expressly understood that the experience, knowledge,
education, capability, and reputation of the foregoing principal is a substantial inducement for
City to enter into this Agreement. 'Therefore, the foregoing principal shall be responsible during
the tenn of this Agreement for directing all activities of Consultant and devoting sufficient time
to personally supervise the services hereunder. The foregoing principal may not be changed by
Consultant without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her
designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her
designee, fully informed of the progress of the performance of the services and Consultant shall
refer any decisions that must be made by City to the Contract Officer. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the Contract
Officer.
5.3 Prohibition Against Subcontracting or Assimrmen . The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement_ Therefore, Consultant shall
not contract with any other individual or entity to perforrn in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
7125�200e 3
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of
law, without the prior written approval of City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees, perform
the services required herein, except as otherwise set forth herein. Consultant shall perform all
services required herein as an independent contractor of City and shall not be an employee of
City and shall remain at all titres as to City a wholly independent contractor with only such
obligations as are consistent with that role; however, City shall have the right to review
Consultant's work product, result, and advice. Consultant shall not at any time or in any manner
represent that it or any of its agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services set forth herein_ Consultant shall not alter the assigmnent of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Consultant by providing written notice to Consultant.
Name: Title:
Gary Calhoun Principal Consultant
G. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, politics of insurance
as set forth in Exhibit "B", which is attached hereto and is incorporated herein by reference.
i. INDEMNIFICATION.
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense), indemnify, protect, and hold harmless City, its elected officials, officers,
employees, agents, and volunteers (collectively the "Indemnified Parties"), fiom and against any
and all liability, actions, suits, proceedings, claims, demands, losses, costs,judgments, damages,
expenses, including legal costs and attorneys' fees, and causes of action for injury to or death of
person or persons, for damage to property, including property owned by City, for any violation
of any federal, state, or local law or ordinance, and for errors and omissions committed by
Consultant, its officers, employees, representatives, and agents, arising out of or related to
Consultant's performance under this Agreement. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit Consultant's
indemnification obligation or other liability hereunder.
7/25/2000 4
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
Such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
8.2 Records. Consultant shall keep such books and records as shall be necessary to
properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free access
to such books and records at all reasonable times, including the right to inspect, copy, audit, and
make records and transcripts from Such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the tenrrinalion of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its own use. Consultant shall have an imrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee
time sheets, accounting records, and other evidence pertaining to costs incurred while perfonning
under this Agreement and shall make such materials available at its offices at all reasonable
times during the term of this Agreement and for three (3) years from the date of final payment
for inspection by City and copies thereof shall be promptly furnished to City upon request.
91. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to perfonnnance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action_
9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent to
or approval of any subsequent act of Consultant. Any waiver by either party of any default must
be in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
7/25/2006 5
9.3 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party o C one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
9.4 Legal Action. in addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.5 Termination Prior to Expiration of Term. City reserves the right to terminate
this Agreement at any time, with or without cause, upon thirty (30) days written notice to
Consultant, except that where termination is due to the fault of Consultant and constitutes an
immediate danger to bealth, safety, and general welfare, the period of notice shall be such shorter
time as may be determined by the City. Upon receipt of the notice of termination, Consultant
shall immediately cease all services hereunder except such as may be specifically approved by
the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior
to receipt of the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30)
days written notice to City.
10. CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION
10.1 Non-Liabilitv_of City Officers and Emplovees. No officer or employee of City
shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the Consultant or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall be
no discrimination or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex, marital
status, disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by pre-paid, first-class mail to the address set forth below. Either
party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed corrununicated seventy-two (72) hours fxorn the time of mailing if trailed
as provided in this Section.
7125/2006 6
To City: City of Palm Springs
Attention: City Manager
3200 F.. Tahquitz Canyon Way
Patin Springs, California 92262
To Consultant: Evergreen Recycling Solutions
Attention: Gary Calhoun
43-517 Via Amistad
La Quinta, CA 92253
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by
valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability
shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement, which shall be interpreted to carry out the intent o f the parties hereunder.
11.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that
by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
[Signature Block on Next Page]
TJ2512OOS 7
TN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date: I Cl �200 � I3y. _ ems/
..
David H. Ready
City Managel-
APPROVED BY CITY MANAGER
APPROVED AS TO FORM: ATTEST
By: V - _
ou C. Holland, ncs Thompson, =
CityAttorncy City Clerk
"CONSULTANT" _
Evergreen Recycling Solutions
f
Date: w L`! 7 'Lac (y By :
(title)
712512006 s
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
7/25/2006 q
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
7/25/2005 10
Insurance
Consultant shall procure and maintain, at its sole cost and expense, acid submit
concurrently with its execution of this Agreement, in a torn and content satisfactory to City,
public liability and property damage insurance against all claims for injuries against persons or
damages to property resulting from Consultant's performance under this Agreement- Consultant
shall also carry workers' compensation insurance in accordance with California workers'
compensation laws. Such insurance shall he kept in full force and effect during the tenn of this
Agrecrnent, including any extension thereof, and shall not be cancelable without thirty (30) days
written notice to City of any proposed cancellation. Certificates of insurance evidencing the
foregoing and designating the City, its elected officials, officers, employees, agents, and
volunteers as additional naaned insureds by original endorsement shall be delivered to and
approved by City prior to commencement of services. The procuring of such insurance and the
delivery of policies, certificates, and endorsements evidencing the same shall not be construed as
a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents,
employees, and volunteers.
A. Minimum Scope of insurance. The minimum amount of insurance required
hereunder shall be as follows'
1. Comprehensive general liability and personal injury with limits of at least
one million dollars (51,000,000.00) combined single limit coverage per occurrence;
2. Automobile liability insurance with limits of at least one million dollars
(51,000,000.00) per occurrence-,
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence-, arid,
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least $1 million per
occurrence.
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective
elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may have
against City, its elected officials, officers, employees, agents, and volunteers.
S. Errors and Omissions Coverage- If Consultant provides claims made
professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail
insurance in the amount required by this Agreement to cover claims made within three years of
the completion of Consultant's services under this Agreement, or (2) to maintain professional
liability insurance coverage with the same carrier, or equivalent coverage with another company,
in the amount required by this Agreement for at least three years after completion of
7/25/2006 11
Consultant's services under this Agreement. Consultant shall also be required to provide
evidence to City of the purchase of the required tail insurance or continuation of the professional
liability policy.
C. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M. Best's Key Rating of A-, Class VII, or
better, unless otherwise acceptable to the City.
D. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, effecting- all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before worl< commences. City reserves the right to require
Consultant's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
E. Deductibles and Self-Insured Retentlons. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City, either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,
its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a
bond guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
F. Severability of Interests Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
7/25/2006 12
EXHIBIT "A"
Scope of Services
Consultant agrees to provide general coordinative and administrative support for City recycling
programs and projects, including, but not limited to the following tasks:
Task 1. AB 939 Implementation and Support
• Implement the City's Source Reduction and Recycling Element (SRRE)_
• Implement various recycling and source reduction programs including household
hazardous waste, green waste, food waste and construction and demolition debris
recycling in order to achieve environmental and economic benefits.
• Conduct waste audits and characterization studies as needed.
• Work with large venue sites and facilities to ensure successful implementation of AB
2176.
• Coordinate with the City's franchised waste hauler to further develop the recycling
opportunities for curbside, multi-family, and commercial/industrial collection programs.
Task 2, Prepare CIWMB Annual Report for Calendar Year 2005
Consultant will prepare both an electronic version with PARIS notes on each diversion program
as well as a narrative report to be submitted in hard copy showing recycling trends over time,
identofying issues and problem areas, and documenting the City's good faith effort in meeting the
AB 939 mandates. Consultant will contact and obtain diversion data required for the report from
the following entities:
1. Waste Management (Data on curbside, commercial program, green waste, Spring/Fall
cleanups, special events, drop-offs, City facility program, oil recycling program, and tons
taken to the Edom Hill Landfill.
2. County of Riverside (Data on HHW drop-offs, ABOP tonnages, Master Composter
Program, confirm tons taken to the Edom Hill Landfill and to other landfills in the County,
and allocation of biomass tonnage).
3. Cal Biomass, World Products, Southern California Recycling for data on greenwaste,
wood, organics, and any other materials accepted.
4. CIWMB for calculation of diversion percentage, inputs to diversion calculation formula and
other applicable data.
5. Kern County for information on organic diversion from Ralph's supermarket.
6. Colmac for biomass tonnage and for sources of tonnage.
7. City staff for any programs such as street sign recycling, phone book recycling, etc.
8. Other organizations as needed.
Consultant will coordinate with the CIWMB Office of Local Assistance staff in preparing a draft of
the Annual Report for review and comment by City staff. Upon receipt of comments from the
City, consultant will revise the report and produce a final draft for City review.
CIWMB will make the final determination about when the final report is due.
Task 3. Provide Administrative Support for Solid Waste Franchise
Provide administer support for the City's solid waste franchise including but not limited to:
• Respond to resident complaints and inquiries;
• Process resident requests for exemptions from residential disposal fees;
• Respond to requests by civic organizations for help with recycling needs such as signage
or containers;
• Work with the City's franchise waste hauler, Palm Springs Disposal Service, to resolve any
solid waste hauling and recycling issues that may arise;
• Prepare public information and educational materials to promote and raise public
awareness on solid waste and recycling issues and programs.
• Prepare and submit applications for used oil, recycling and beverage container funding
through the State of California.
• Interact, liaison, and work with other governmental agencies such as Riverside County,
Riverside County Sheriff's Dept., CDF and Riverside County Fire Dept., Coachella Valley
Association of Governments (CVAG), and California Integrated Waste Management Board
(CIWMB) regarding solid waste and recycling issues.
Task 4. Organize and Implement Special Events
Act on behalf of the City of Palm Springs in scheduling, setting up, implementing, and overseeing
special events to include but not limited to:
• E-Waste events;
• Shredding events;
2
• Spring and Fall Clean-up events;
• Telephone book recycling;
• Christmas tree, wrapping paper and Christmas card recycling;
• Other events as directed by City.
Task 5. Review State Legislation affecting Solid Waste and Recycling
• Review and provide periodical updates to City's contract officer on state legislation
affecting solid waste and recycling services.
Task 6. Attend Progress Meetings & Prepare Monthly Progress Reports
Attend periodic progress meetings with City staff to discuss the status of all tasks in progress,
problems encountered, schedules, etc. Prepare a written monthly progress report to the City for
submittal with each month's invoice.
Task 7. Perform Other Duties as Requested by the City
Perform other duties as assigned by the City of Palm Springs for Solid Waste and AB 939
compliance.
Schedule of Charges
City will pay fees to the Consultant for services performed hereunder on the following basis.
1. Consultant's standard billing rate is $60.00 per hour. This rate is all inclusive. Consultant shall
not be entitled to reimbursable expenses.
2. The fee for professional services will not exceed $24,000.
3. This fee is based on the following conditions:
a. Availability of all necessary information from the City in a timely manner.
b. Consultant shall be available at City Hall during normal business hours a minimum of
8 hours per week to answer questions from members of the public and/or staff,
respond to telephone and email inquires, and to perform the services described in
this Exhibit A.
3
h. Consultant agrees to remain available to attend additional meetings and provide additional
consulting services beyond the scope of the tasks listed here, as requested by the City. Such
services may include:
• Changes in project scope
• Any other services not specified in this scope
The Consultant's standard rate for consulting services beyond the scope of work as described
herein is $60 per hour. At no time shall Consultant's billings exceed the maximum contract
sum.
5. Consultant will work at all times in close cooperation with the City's staff and its other
consultants and advisors.
4
2814812
State of (California i ;r : ° LU
Secretary of State ���� • ��
RV Q
I, BRUCE McPHERSON, Secretary of State of the State of
California, hereby certify:
That the attached transcript of page(s) has been compared
with the record on file in this office, of which it purports to be a copy, and
that it is full, true and correct.
SEAL OF
P� .• �L'aK •_Ty IN WITNESS WHEREOF, I execute this
certi icate and affix the Great Seal of the
$ _ p State of California this day of
a
�4/FORNIP
l
BRUCE MCPHERSQN
Secretary of State
•
SeC15Yafe ForM CE-107(REV 03r31/05)
28 148 12
ENDORSED . FILED
in the a me$i of" O S^Crotty�� °(State
e aP C'Itfamia
MAY 1 6 2006
ARTICLES OF INCORPORATION
OF
EVERGREEN RECYCLING SOLUTIONS, INC.
I
The name of this corporation is Evergreen Recycling Solutions,
Inc .
II
The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code .
III
• The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
IV
The name and address in the State of California of this
corporation' s initial agent for service of process is :
Gary L. Calhoun
48-517 Via Amistad
La Quinta, CA 92253
V
The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for
breach of duty to the corporation and its stockholders through
bylaws provisions or through agreements with the agents, or both,
in excess of the indemnification otherwise permitted by Section 317
of the Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code .
• VI '
The corporation is authorized to issue only one class of
shares of stock; and the total number of shares which this
corporation is authorized to issue is Ten Thousand (10, 000)
Dated: May 11, 2006 C5�"' "I
GARY L. CALHOUN
I hereby declare that I am the person who executed the
foregoing Articles of Incorporation, which execution is my act and
deed.
G t. H UN
�i ray
•