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Agreement - METech Recycling - E-Waste Recycling - Signed 2021-12-28City of Gilroy Agreement/Contract Tracking Today’s Date: December 13, 2021 Your Name: Scott Golden Contract Type: Services $5k or less - Contractor - NO ENG OR DESIGN Phone Number: 408-846-0237 Contract Effective Date: (Date contract goes into effect) 12/20/2021 Contract Expiration Date: 9/8/2022 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) METech Recycling Contract Subject: (no more than 100 characters) E-Waste Recycling Contract Amount: (Total Amount of contract. If no amount, leave blank) By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -1- 4851-9718-0697v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts of $5,000 or less – NON-DESIGN OR NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 13th day of December, 2021, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: METech, having a principal place of business at 6205 Engle Way Gilroy, CA 95020. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on and will continue in effect through September 8, 2022 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit “A” within the time periods described therein. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above- described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR’S services. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 12/18/2021 -2- 4851-9718-0697v1 LAC\04706083 Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insur ance and other applicable withholding. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit “B”, “Payment Schedule”. Invoices CONTRACTOR shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -3- 4851-9718-0697v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a State of California Contractor’s license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers’ Compensation CONTRACTOR agrees to provides workers’ compensation insurance for CONTRACTOR’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’S employees. Indemnification of Liability, Duty to Defend A. As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -4- 4851-9718-0697v1 LAC\04706083 thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; *CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; *CITY will not withhold state or federal income tax from payment to CONTRACTOR; *CITY will not make disability insurance contributions on behalf of CONTRACTOR; *CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’S duties under this Agreement. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following events: 1. Bankruptcy or insolvency of either party; DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -5- 4851-9718-0697v1 LAC\04706083 2. Sale of the business of either party; 3. Death of either party. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. Not performing any of its services professionally and/or timely. 2. CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit “B” which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. Transition After Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONTRACTOR’S assumption of duties. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -6- 4851-9718-0697v1 LAC\04706083 ARTICLE 8. GENERAL PROVISIONS Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to a party at the address appearing below such party’s signature below, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by both parties. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. The Contractor shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys’ fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -7- 4851-9718-0697v1 LAC\04706083 Compliance With Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin or ancestry of any employee, applicant for employment, or any potential subcontractor. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws or provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -8- 4851-9718-0697v1 LAC\04706083 Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: METech Recycling CITY OF GILROY By: By: (Print Name) (Print Name) Address for Notices: Address for Notices: METech Recycling 7351 Rosanna Street 6200 Engle Way Gilroy, CA 95020 Gilroy, CA 95020 Attn: City Administrator Social Security or Taxpayer Identification Number: Approved as to Form: _________________________________ City Attorney Attest: _____________________________________ By: Title: DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 20-2783445 Robert Laughlin LeeAnn McPhillips Thai Nam Pham City Clerk -9- 4851-9718-0697v1 LAC\04706083 EXHIBIT “A” I. SCOPE OF SERVICES E-Waste Recycling, Quote dated 9/8/2021. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence services upon delivery to CONTRACTOR of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has satisfactorily completed all of the services defined under this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has satisfactorily completed all of the services under this Agreement, and if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not satisfactorily completed all of such services, CITY shall so inform CONTRACTOR within this two (2) week period. III. SCHEDULE E-Waste pickup as requested by City staff. IV. DIRECT EXPENSES Direct expenses are charges and fees not included in the Scope of Services described above. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. III. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR’S representations and DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -10- 4851-9718-0697v1 LAC\04706083 warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The CITY’S review, acceptance or payment for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’S request. D. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. OWNERSHIP OF MATERIAL. All material (including information developed on computer(s)) prepared (or caused to be prepared) under this Agreement shall be the property of CITY. F. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. G. WAIVER. CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -11- 4851-9718-0697v1 LAC\04706083 H. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. I. CONFLICT OF INTEREST. CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. J. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -12- 4851-9718-0697v1 LAC\04706083 EXHIBIT “B” PAYMENT SCHEDULE The customer will be billed at the above stated rates after indicating acceptance of this quote. Payment will be due based on terms of invoice which will be submitted following completion of requested services. DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 -12 - 4851-9718-0697v1 LAC\04706083 QUOTATION 6200 Engle Way Gilroy, CA 95020 Phone: (866) 479-4920 DATE of QUOTE Fax: (408) 848-5767 9/8/2021 www.metechrecycling.com VALID UNTIL 9/8/2022 CUSTOMER INFO Prepared By: Scott Golden Robert Laughlin City of Gilroy 7301 Hanna St. Gilroy, CA 95020 408-846-0300 DESCRIPTION OF WORK Physically remove obsolete electronics from various locations within the City of Gilroy facilities. Pack the materials on pallets or inside gaylord boxes for transport. Load materials and transport to Metech’s recycling facility in Gilroy. Recycle or re-sell obsolete IT electronics per R2 guidelines. Note - any and all HD’s received will be physically destroyed. 40% of re-sale revenue will be credited to the City of Gilroy. Issue a CORDD for all recycled materials. Item/Classification Charge/Credit Amount Unit General Computer Class No Charge $0.00 Per .lb CRT/Flat Panel Displays No Charge $0.00 Per .lb Misc. Electronic Devices Charge $0.25 Per .lb Battery Disposal Charge $2.00 Per .lb Flourescent Bulbs Charge $2.50 Per .lb Pick-up/Logistics Fee Charge $50.00 Per Trip Environmental Sustainability Fee Charge 9% Per Invoice Additional Services Available Lift Gate Fee (if needed) Charge $50.00 Per trip White Glove Service (if needed) Charge $60.00 Per hour Inside Pick-up (if needed) Charge $50.00 Per Trip Off Street Loading/Parking (if needed) Charge $50.00 Per trip Flight Fee – Stairs (if needed) Charge $25.00 Per Flight This quotation is not a contract or a bill. It is a price quote for the Items and Services described above. The customer will be billed at the above stated rates after indicating acceptance of this quote. Payment will be due based on terms of invoice which will be submitted following completion of requested services. Please email, fax, or mail the signed quote to the address, fax number, or email listed above. Note: METech has a minimum project fee of $300. Customer Acceptance x Signature Printed Name Date If you have any questions, please contact: Robert Laughlin, (408) 763-9887, rlaughlin@metechrecycling.com DocuSign Envelope ID: 72B111CE-F884-4A72-AF2F-99635A513738 12/18/2021LeeAnn McPhillips