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PROFESSIONAL SERVICES AGREEMENT
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This Agreement is made and entered into this / / day of between the City
of Seal Beach, a Municipal Corporation (herein refer to as "CITY ") and CURBSIDE INC, a
California Corporation (herein refer to as "CONTRACTOR ").
A. Recitals.
(i) CONTRACTOR has submitted its proposal for the performance of services
necessary to obtain 2007 -2008 County Recycling and Waste Diversion Grants Program funds in
connection with the establishment of a Door -to -Door Universal Waste, E- waste, Sharps and
Medicine Program in the City of Seal Beach, which proposal for work is attached hereto as
Exhibit "A" and by this reference made a part hereto.
(ii) City desires to retain CONTRACTOR to perform the services described in
subsection (i) above.
(iii) CONTRACTOR represents that it is qualified to perform such services as
described above, and at a greater length herein.
NOW, THEREFORE, it is agreed by and between CITY and CONTRACTOR as follows:
B. Agreement.
The parties hereto do mutually agree as follows:
1. Term of Agreement: The term of this Agreement shall
commence as of its effective date and shall continue until all services required of
CONTRACTOR have been completed, or the expiration of one (1) year, which ever occurs first,
or may be extended up to four additional one year terms as mutually agreed upon in writing by
the parties.
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2. Obligation of CONTRACTOR:
(a) CONTRACTOR shall forthwith undertake and complete the required
services in accordance with Exhibit "A" and this Agreement hereto and all Federal, State and CITY
statutes, regulations, ordinances and guidelines, all to the reasonable satisfaction of CITY.
(b) In connection with the work required to be performed by
CONTRACTOR pursuant to this Agreement, CONTRACTOR shall maintain complete and
accurate records of all costs which it incurs in the performance of this Agreement, and shall
prepare any and all documents, data, records, studies, surveys and reports required by the County
of Orange IWMB and/or any other administrative entity, or by reason of any local, state or federal
rule, regulation or law. Unless otherwise required by CITY, CONTRACTOR shall maintain
copies of such documents and records on CITY's behalf throughout the term of this Agreement.
(c) CONTRACTOR shall, at CONTRACTOR's sole cost and
expense secure and hire such other persons as may, in the opinion of CONTRACTOR, be
necessary to comply with the terms of this Agreement. In the event any such other persons are
retained by CONTRACTOR, CONTRACTOR hereby warrants that such persons shall be fully
qualified to perform services required hereunder. CONTRACTOR further agrees that no
subcontractor shall be retained by CONTRACTOR except upon the prior written approval of
CITY.
(d) In the event CONTRACTOR is required to enter into any
agreements with any other persons or business entities in its performance of this Agreement, such
agreement(s) shall require such other persons and /or business entities to agree to defend and
indemnify CITY and CITY's elected officials, officers and employees as to any and all claims
arising out of such person's and /or business entity's performances of said Agreement, including
but not limited to, claims alleging a defect in any goods or equipment provided by
CONTRACTOR as well as any claims alleging any violation of any of the Acts or other
environmental laws or regulations referred to in subsection (e), below. Prior to commencing
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performance pursuant to any such third party agreement, CONTRACTOR shall provide CITY
with a copy of such agreement evidencing the indemnity required to be included pursuant to this
section.
(e) CONTRACTOR hereby represents and warrants that no
• performance on its part which is required pursuant to this Agreement, shall subject
CONTRACTOR and/or CITY to the provisions of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA), the Federal Resource Conservation and
Recovery Act (RCRA), the California Hazardous Substance Account Act (HSAA), the California
Hazardous Waste Control Act (HWCA), the Porter- Cologne Water Quality Control Act, and /or
the Underground Storage Tank Act (USTA), or any other environmental laws or regulations.
Notwithstanding the foregoing, in the event any claim is asserted against
City alleging a violation under any of the foregoing acts or laws, CONTRACTOR shall
indemnify, defend and hold free and harmless CITY as to such claim, and any and all other
liabilities, damages, demands, actions, judgements, penalties, costs and/or expenses, including
reasonable attorney's fees arising from said violation.
3. Obligations of CITY:
(a) To pay CONTRACTOR a maximum sum of monies as awarded
($20,000) to the CITY by the 2007 -2008 County Recycling and Waste Diversion Grants Program
for the performance of the services required hereunder. This sum shall cover the cost of all staff
time and all other direct and indirect costs or fees, including the work of employees,
CONTRACTORs and subcontractors to CONTRACTOR. Payment to CONTRACTOR shall be
made in accordance with the schedule set forth below.
(b) Payments to CONTRACTOR shall be made by CITY in
accordance with the invoices submitted by CONTRACTOR, on a monthly basis provided CITY
receives all grant funds applied for by CONTRACTOR, and such invoices shall be paid within a
reasonable time after said invoices are received by CITY. All charges shall be in accordance with
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CONTRACTOR's proposal either with respect to hourly rates or lump sum amounts for
individual tasks. In no event, however, will said invoices exceed 95% of individual task totals
which may be set forth in Exhibit "A." In the event less than the entire amount of grant funds
applied for by CONTRACTOR on CITY's behalf is received, then CONTRACTOR shall be
compensated on a pro-rata basis to the extent any sums remain after CITY has been reimbursed
for any out -of- pocket expenses incurred in connection with this Agreement.
(c) CONTRACTOR agrees that, in no event, shall CITY be
required to pay CONTRACTOR any sum in excess of 95% of the maximum sum payable
hereunder prior to CITY's formal acceptance in writing of CONTRACTOR's work, including
receipt by CITY of all required documents as described herein, acceptable in form and content to
City. Final payment shall be made not later than 60 days after such acceptance by CITY.
(d) Additional services: Payment for additional services
requested, in writing, by CITY, and not included in CONTRACTOR's proposal as set forth in
Exhibit "A" hereof, shall be paid on a reimbursement basis in accordance with a fee schedule as
may be mutually agreed upon by CITY and CONTRACTOR. Unless otherwise agreed upon,
charges for additional services shall be invoiced on a monthly basis and shall be paid by CITY
within a reasonable time after said invoices are received by CITY.
4. CITY agrees to provide to CONTRACTOR:
(a) Information and assistance necessary for CONTRACTOR to
perform those services described in Exhibit "A" hereto.
(b) Copies of all non - privileged documents, if available, which
CONTRACTOR considers necessary in order to perform the required services.
(c) Assistance, if necessary, in obtaining information from other
governmental agencies and/or private parties. However, it shall be CONTRACTOR's
responsibility to make all initial contact with respect to the gathering of such information.
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5. Ownership of Documents: All documents, data, records, studies,
surveys, drawings, and reports prepared by CONTRACTOR pursuant to this Agreement shall be
considered the property of CITY and, upon payment for services performed by CONTRACTOR,
such documents and other identified materials shall be delivered to CITY by CONTRACTOR
upon request by CITY.
6. Termination: This Agreement may be terminated by CITY or
CONTRACTOR upon the giving of a written "Notice of Termination" at least thirty (30) days
prior to the date of termination specified in said Notice. In the event this Agreement is terminated
by CITY without a cause, CONTRACTOR shall be compensated at CONTRACTOR's applicable
rates as set forth in Exhibit "A" on a pro -rata basis with respect to the percentage of the work
completed as of the date of termination. In no event, however, shall CONTRACTOR receive
more than the maximum specified in paragraph 3(a), above. CONTRACTOR shall provide CITY
any and all documents, data, records, studies, surveys, drawings, and reports, whether in draft or
final form, prepared by CONTRACTOR as of the date of termination.
7. Notices and Designated Representatives: Any and all notices,
demands, invoices and written communications between the parties hereto shall be addressed as
set forth in this paragraph 7. The below named individuals at the specified addresses, shall be
those persons primarily responsible for the performance by the parties under this Agreement:
CURBSIDE, INC. CITY OF SEAL BEACH
Attention: Patrick F. Anderson Attention: City Clerk
500 S. Jefferson Street 211 8th Street
Placentia, CA 92870 Seal Beach, California 90740
Any such notices, demands, invoices and written communications, by mail, shall be deemed to
have been received by addressee forty -eight (48) hours after deposit thereof in the United States
mail, postage prepaid and properly addressed as set forth above.
8. Insurance: The CONTRACTOR shall neither commence work under
this contract until it has obtained all insurance required hereunder in a company or companies
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acceptable to CITY nor shall CONTRACTOR allow any subcontractor to commence work on its
• subcontract until all insurance required of the subcontractor has been obtained. The
CONTRACTOR shall, take out and maintain at all times during the term of this contract the
following policies of insurance:
a. Compensation insurance: Before beginning work, the Contractor
shall furnish to the CITY a certificate of insurance as proof that it has taken out full compensation
insurance for all persons whom the CONTRACTOR may employ directly or through subcon-
tractors in carrying out the work specified herein, in accordance with the laws of the State of
California. Such insurance shall be maintained in full force and effect during the period covered
by this contract. Further, such policy of insurance shall provide that the insurer waives all rights
of subrogation against CITY and its elected officials, officers, employees and agents. In
accordance with the provisions of Section 3700 of the California Labor Code, every contractor
shall secure the payment of compensation to his employees. CONTRACTOR, prior to com-
mencing work, shall sign and file with CITY a certification as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be
insured against liability for worker's compensation or to undertake self insurance in accordance with the
provisions of that Code, and I will comply with such provisions before commencing the performance of
work on this contract."
b. For all operations of the CONTRACTOR or any subcontractor in
performing the work provided for herein, insurance with the following minimum limits and coverage:
(1) Commercial General Liability (occurrence) for bodily
injury, death and property damage for products /completed operations, products liability claims,
and any and all other activities undertaken by the CONTRACTOR in the performance of this
Agreement – or—
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(2) Alternative to Commercial General Liability) —
Comprehensive, broad form General Public Liability (occurrence) — for bodily injury, death and
property damage arising out of any activities undertaken by CONTRACTOR in the performance
of this Agreement.
(3) Comprehensive Automobile Liability (occurrence) — for
bodily injury, death and property damage insuring against all liability arising out of the use of any
vehicle.
(4) The policies of insurance required in this Section b shall
have no less than the following limits of coverage:
(i) $1,000,000 (One Million Dollars) for bodily injury
or death:
(ii) $1,000,000 (One Million Dollars) for property
damage:
(iii) The total of the limits specified in subsections (i)
and (ii), above, where a combined single limit is provided.
c. Each such policy of insurance required in paragraphs b.1 through
b.3 shall:
(1) Be subject to no deductible amount unless otherwise provided, or
approved in writing by CITY;
(2) Be issued by an insurance company approved in writing by
CITY, which is admitted and licensed to do business in the State of California and which is rated
B +:VII or better according to the most recent A.M. Best Co. Rating Guide;
(3) Name as additional insureds the CITY and CITY's elected
officials, officers, employees, attorneys and agents;
(4) Specify that it acts as primary insurance and that no
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Insurance held or owned by the designated additional insureds shall be called upon to cover a
loss under said policy;
(5) Specify that it 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;
(6) Contain a clause substantially in the following words:
"It is hereby understood and agreed that this policy may not be canceled nor the amount
of coverage thereof reduced until thirty (30) days after receipt by City of written notice of
cancellation or reduction of coverage as evidenced by receipt of a registered letter."
(7) Specify that any failure to comply with reporting or other
provisions of the required policy, including breaches of warranty, shall not affect the coverage
required to be provided;
(8) Specify that the insurer waives all rights of subrogation
against any of the named additional insureds;
(9) Specify that any and all costs of adjusting and /or defending
claim against any insured, including court costs and attorney's fees, shall be paid in addition to
and shall not deplete any policy limits; and
(10) Otherwise be in form satisfactory to CITY.
d. Prior to commencing performance under this Agreement, the
CONTRACTOR shall furnish the CITY with original endorsements, or copies of each required
policy, effecting and evidencing the insurance coverage required by this Agreement. The
endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its
behalf. All endorsements or policies shall be received and approved by the CITY before
CONTRACTOR commences performance. If performance of this Agreement shall extend
beyond one (1) year, CONTRACTOR shall provide CITY with the required policies or
endorsements evidencing renewal of the required policies of insurance.
9. Indemnification: CONTRACTOR shall defend, indemnify and save
harmless CITY, its elected and appointed officials, officers, agents and employees, from all
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liability from loss, damage or injury to persons or property, including the payment by
CONTRACTOR of any and all legal and attorney's fees, in any manner arising out of
CONTRACTOR's provision of any related equipment and /or otherwise out of the acts and/or
omissions of CONTRACTOR in its performance of this Agreement, including, but not limited to,
all consequential damages, to the maximum extent permitted by law.
10. Assignment No assignment of this Agreement or any part or
obligation of performance hereunder shall be made, either in whole or in part, by CONTRACTOR
without the prior consent of CITY.
11. Independent Contractor: The parties hereto agree that CONTRACTOR
and its employees, officers and agents are independent contractors under this Agreement and shall
not be construed for any purpose to be employees of CITY.
12. Governing Law: This Agreement shall be governed by and construed
in accordance with the laws of the State of California.
13. Attorney's Fees: In the event any legal proceeding is instituted to
enforce any term or provision of this Agreement, the prevailing party in said legal proceeding
shall be entitled to recover attorney's fees and costs from the opposing party in an amount
determined by the court to be reasonable.
14. Entire Agreement: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the subject matter herein.
Each party to this Agreement acknowledges that no representation by any party which is not
embodied herein nor any other agreement, statement, or promise not contained in this Agreement
shall be valid and binding. Any modification of this Agreement shall be effective only if it is in
writing signed by all parties.
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IN WITNESS THEREOF, these parties have executed this Agreement as of the day and the first
year first set forth above:
CITY OF SEAL BEACH, CONT • A t TOR
a Municipal Corporation 4 / ,
Manager gevZ.7e /v
City ' ,..!
Title
ATTEST:
r i...
City Clerk
APPROVED AS TO FORM:
6 (A4
City Attorney
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• •
•
ACORD CERTIFICATE OF LIABILITY INSURANCE 1 DATE (MMIDD/YYYY)
8/22/2008
PRODUCER (949)851 -8800 FAX: '(949)851 -8802 • THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
GSM Insurance .Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Lie. #0D15612.. ( i ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
30 1Corporate Park #307 r • _ -
Irvine- -' CA 92606 $ INSURERS AFFORDING COVERAGE.: -.. NA #
INSURED INSURER A: Nautilus Ins Co t. '
Curbside, Inc. INSURERB:Great Divide Ins Co
500 S. Jefferson INSURERc,State Comp. Ins. Fund of 35076
INSURER D:
Placentia CA 92870 INSURER E:
COVFRAGFS
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,
THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BFFN REDUCED BY PAID CLAIMS.
INSR ADPLI POLICY EFFECTIVE POLICY EXPIRATION LIMITS
I TR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYY) DATE (MMIDDIYY)
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
X COMMERCIAL GENERAL LIABILITY PREMISES(Eao urrence) $ 100,000
A CLAIMS MADE X OCCUR ECPO 0200181 - 8/23/2008 8/23/2009 MED EXP (Any one person) $ 5,000
PERSONAL SADV INJURY $ 1.000.000
i GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000
TI I POLICY ni JECT Fl LOG
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
X ANY AUTO (Ea accident)
B ALL OWNED AUTOS - BA_P 0200182 8/23/2008 8/23/2009 BODILY INJURY -
. SCHEDULED AUTOS
person) $
X .HIRED AUTOS • ' BODILY INJURY $
X NON -OWNED AUTOS _ Per accident)
PROPERTY DAMAGE $
- (Per accident)
GARAGE LIABILITY _ AUTO ONLY - EA ACCIDENT $
—
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS/UMBRELLA LIABILITY a $
OCCUR CLAIMS MADE AGGRFGATE $
DEDUCTIBLE _ $ —
RETENTION $ $
C WORKERS COMPENSATION AND X WC STATU- 0TH-
EMPLOYERS' LIABILITY - - TORY IMITS FR
ANY PROPRIETOR/PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000
OFFICER /MEMBER EXCLUDED? GROUP 481 - 413 - 8/23/2008 8/23/2009 E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under 1,000,000
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $
A OTHER Contractors ECPO 0200181 - 11 8/23/2008 8/23/2009 Each Occurrence $1,000,000
Pollution Aggregate $2,000,000
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS
City of Seal Beach & its elected, officials, officers, employees & agents are included as additional insured on a
primary/non- contributory basis with regard to work performed by or on behalf of the named insured where required by
written contract. waiver of subrogation is granted on all policies in favor of the additional insureds. 10 day notice
of cancellation for nonpayment of premium.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Seal Beach EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL YAIYA FXYX MAIL
Attn: City Clerk 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, XXX
211 8th Street XXXXXX,yQ(XXX)(,, (,y
Seal Beach, CA 90740 XX L W v XXaGX?SXpWAYA
AUTHORIZED REPRESENTATIVE
Cheri McClain /CFM (!..SA t.... _- N. c _., C-
ACORD 25 (2001/08) 0 ACORD CORPORATION 1988