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HomeMy WebLinkAboutItem 4.3 - 1591 Approval to enter into a Service Agreement Page 1 of 2 STAFF REPORT CITY COUNCIL DATE: October 3, 2017 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Service Agreement with the Med-Project for a Host Collection Site for Unwanted Prescription Medicines Prepared by: Nate Schmidt, Captain Dublin Police Services EXECUTIVE SUMMARY: In 2012, the County of Alameda approved an Ordinance for the disposal of household pharmaceuticals. Subsequent to this Ordinance, the ‘Med -Project Product Stewardship Plan’ began to provide kiosks at Host collection sites to collect Unwanted Prescription Medicines. The City Council is being asked to consider approval of an agreement with the ‘Med-Project’ to obtain a kiosk and have a location for the community to dispos e of their unwanted pharmaceuticals in a safe manner. STAFF RECOMMENDATION: Adopt the Resolution Approving the Agreement with the Med-Project for the Services of Collection and Destruction of Unwanted Pharmaceuticals. FINANCIAL IMPACT: There are no associated costs to enter into this agreement. DESCRIPTION: Prescription drugs are a necessary medical technology that successfully allow us to live longer, healthier, and more productive lives. However, the public, particularly children and the elderly, are at significant and unnecessary risk of poisoning due to improper or careless disposal of prescription drugs and the illegal re-sale of prescription drugs. Groundwater and drinking water are also at risk of being contaminated by unwanted, leftover or expired prescription drugs passing through our wastewater and treatment centers. For the reasons outlined above, in 2012, the County of Alameda passed Ordinance 6.53 to establish a drug stewardship program allowing citizens to have location to safely dispose of their unwanted prescription medication. Subsequent to this Ordinance, the Page 2 of 2 Med-Project Product Stewardship Plan was established. ‘Med-Project LLC’ provides the following services to Host collection sites: · Delivery and installation of an authorized prescription medication collection kiosk; · Processing, packaging and disposal of the prescription medication on a schedule agreed upon by both the host and the ‘Med-Project’; · The ‘Med-Project’ will respond to the host location to service the kiosk should it be full or have any malfunction; · The ‘Med-Project’ is currently and shall remain in compliance with all applicable laws regarding the collection, handling, processing, and disposal of unwanted medicine; · The ‘Med-Project’ possesses all required authorizations and authority to enter into an agreement with the City of Dublin and this Agreement has been duly authorized and executed by the ‘Med -Project’ in compliance with all required authorizations; and · The ‘Med-Project’ will provide the services outlined, free of any associated costs. To provide the community a safe place to dispose of their unwanted prescription medications, Staff is asking for approval of an agreement with the ‘Med -Project’ and establish a host location. City staff has conducte d research for the location of the prescription medication collection kiosk and have found the lobby of the Police Services building to best meet the needs for this project. This location will provide access to the kiosk on a continuous basis. City staff has met with a representative from the ‘Med - Project’ and confirmed the kiosk will fit in the desired location and will not conflict with the current décor. NOTICING REQUIREMENTS/PUBLIC OUTREACH: N/A ATTACHMENTS: 1. Resolution Approving the Agreement with The Med-Project for the Services of Collection and Destruction of Unwanted Pharmaceuticals 2. Exhibit A to the Resolution - Kiosk Service Agreement with Med-Project ATTACHMENT 2 RESOLUTION NO. XX - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING THE AGREEMENT WITH THE MED-PROJECT FOR THE SERVICES OF COLLECTION AND DESTRUCTION OF UNWANTED PHARMACEUTICALS WHEREAS, the public, particularly children and the elderly, are at significant and unnecessary risk of poisoning due to improper or careless disposal of prescription drugs and the illegal re-sale of prescription drugs, and WHEREAS, the County of Alameda approved the Ordinance for the d isposal of household pharmaceuticals and subsequently the ‘Med -Project Product Stewardship Plan’ began to provide kiosks at host collection sites to collect unwanted prescription medicine. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Agreement (attached hereto as Exhibit A) with the ‘Med-Project’ allowing Dublin Police Services to be a host site and provide members of the community a safe location to dispose of their unwanted pharmaceuticals. BE IT FURTHER RESOLVED that the City Manager, or designee (Chief of Police), is authorized to execute the Agreement and make any minor modifications as necessary to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 3rd day of October, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk KIOSK SERVICES AGREEMENT This Kiosk Services Agreement, including as amended, supplemented or otherwise modified from time to time (the "Agreement ") is entered into between the MED- Project LLC ( "MED- Project ") Dublin Police Services ( "Host ") (each individually, a "Party," collectively the "Parties "). Introductory Statement Alameda County, California approved an Ordinance for the disposal of household pharmaceutical products in 2012 (the "Ordinance ") (later amended on February 2, 2016) for the disposal of household pharmaceutical products (the "Ordinance "). Subsequent to approval of the Ordinance, the MED - Project Product Stewardship Plan, which, among other things, provides for the use of kiosks at Host collection sites to collect Unwanted Medicine (defined below) from Alameda County households, was reviewed and approved by Alameda County. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Definitions. The following terms shall have the respective meanings set forth below: 1.1. "Applicable Laws" shall mean all applicable federal, state, and local laws, statutes, ordinances, codes, rules, regulations, orders, decrees or pronouncements of any governmental, administrative or judicial authorities including, but not limited to, the Alameda County Safe Drug Disposal Ordinance §§ 6.53.010- 6.53.120 (2016), Alameda County Safe Drug Disposal Regulations (2013) (available at Alameda County Environmental Health Safe Drug Disposal website, http:// www .aegov.org/aceh/safedisposal/, federal Controlled Substances Act, 21 U.S.C. §§ 801 et seq., U. S. Drug Enforcement Administration controlled substances disposal regulations, 21 C.F.R. §§ 1300 et seq., U.S. Department of Transportation Hazardous Materials Regulations, 49 C.F.R. Parts 171 -185, and any amendments or modifications to these legal requirements. 1.2. "DEA" shall mean the U.S. Drug Enforcement Administration. 1.3. "Effective Date" shall mean the date defined in Section 20 of this Agreement. 1.4. `Emergency Requests" shall mean requests for Services in Section 3.2 of this Agreement in response to any events, situations, activities or circumstances that pose a risk or potential risk of harm or injury to property or persons. 1.5. "Installation Vendor" shall mean the qualified vendor contracted by MED - Project and identified further in Exhibit E, including any installation vendor substituted by MED- Project for the initial Installation Vendor. 1.6. "Kiosks" shall mean DEA - compliant receptacles used for the collection of Unwanted Medicine (as defined below) provided by MED - Project and identified in Exhibit A. 1.7. "Host' shall mean Dublin Police Services, 100 Civic Plaza, Dublin, CA 94568. 1.8. "Host Collection Site" shall mean the site(s) listed in Exhibit B. 1.9. "Losses" shall mean any costs, expenses, damages or diminution of value. 1. 10. "Manager" shall mean the individual(s) identified in Exhibit C. 1.11. "Plan" shall mean the approved MED - Project Product Stewardship Plan. 1.12. "Services" shall mean the obligations identified in Sections 3.2 and 3.3 of this Agreement. 1.13. "Termination Date" shall mean the date this Agreement terminates pursuant to Sections 8. 1.1 through 8.1.5 of this Agreement. 1.14. "Vendor" shall mean the qualified vendor contracted by MED- Project and identified further in Exhibit D, including any vendor substituted by MED- Project for the initial Vendor. 1.15. "Unwanted Medicine" shall have the same meaning. as "Unwanted Medicine" under Section VlI of the Plan. 2. Representations and Warranties. 2.1. Host hereby represents and warrants as follows: Page 1 of 12 KIOSK SERVICES AGREEMENT 2.1.1. Host is currently, and shall remain, in compliance with all Applicable Laws regarding the collection, handling, processing and disposal of Unwanted Medicine. 2.1.2. Host possesses all required authorizations and authority to enter into this Agreement and this Agreement has been duly authorized and executed by Host in compliance with all required authorizations. 2.1.3. Host's execution, delivery, and performance of this Agreement does not, and will not, conflict with any agreement, instrument or understanding to which Host is a parry or by which it may be bound. 2.2. MED - Project hereby represents and warrants for itself, and to the extent applicable, with respect to Vendor, as follows: 2.2.1. Vendor is currently, and shall remain, in compliance with all Applicable Laws regarding the collection, handling, processing, and disposal of Unwanted Medicine. 2.2.2. MED - Project possesses all required authorizations and authority to enter into this Agreement and this Agreement has been duly authorized and executed by MED - Project in compliance with all required authorizations. 2.2.3. MED- Project's execution, delivery, and performance of this Agreement does not, and will not, conflict with any agreement, instrument or understanding to which MED - Project is a party or by which it may be bound. 3. Services. 3.1. Host, MED - Project, Vendor, and Installation Vendor shall perform all obligations required of them under this Agreement in compliance with Applicable Laws. 3.2. MED- Project, through the Vendor, shall: 3.2.1. If the Manager requests a Kiosk from MED - Project, and MED - Project approves the Kiosk request (which MED- Project shall not unreasonably deny), within 180 days of the approval deliver a Kiosk to Host at a time mutually agreed to by both Parties and when the Manager is present; Page 2 of 12 3.2.2. Review and inspect the Kiosk when Vendor collects Unwanted Medicine from the Kiosk; 3.2.3. Perform maintenance of the Kiosk if requested by the Manager and MED- Project approves the request (which MED - Project shall not unreasonably deny) or if deemed necessary by Vendor or MED - Project; 3,2.4. Supply each Kiosk with liners; liners must meet the requirements of Applicable Laws, including, but not limited to, 21 C.F.R. §§ 1300 et seq.; 3.2.5. Provide Host with a regular schedule for the collection of Unwanted Medicine from Kiosk(s) and notify the Manager in advance of any changes to this schedule; 3.2.6. Collect Unwanted Medicine in accordance with the schedule identified in Section 3.2.5 of this Agreement or upon request by the Manager and approval by MED- Project (which MED - Project shall not unreasonably deny); 3.2.7. Respond to Emergency Requests from Host; 3.2.8. Transport and dispose or cause the transportation and destruction of Unwanted Medicine collected from Kiosk(s) in accordance with all Applicable Laws. 3.3. MED - Project, through the Installation Vendor, shall: 3.3.1. Assist Host with installation of the Kiosk if: (1) requested to do so by the Manager; (2) Host Collection Site provides appropriate and adequate space for installation of the Kiosk; and (3) the Manager is present at the Host Collection Site at the time of Kiosk installation. 3.3.2. Remove Kiosk(s) from the Host Collection Site if a replacement Kiosk(s) is scheduled for delivery; 3.3.3. Remove Kiosk(s) from the Host Collection Site if this Agreement terminates pursuant to Section 8 of this Agreement, 3.4. MED - Project, through the Vendor and Installation Vendor, shall be solely responsible for providing all Services in Sections 3.2 and 3.3 of this Agreement, respectively. Host agrees to look solely to Vendor and Installation Vendor for such Services. MED - Project shall have the right on 30 days' notice to the KIOSK SERVICES AGREEMENT c e c Medication Education & Disposal Manager to change the Vendor or Installation Vendor. In such a case, the new entity that becomes the Vendor or Installation Vendor will be responsible under this Agreement for Services required of Vendor or Installation Vendor, respectively, from and after the date of such change. 3.5. Host shall allow MED- Project, through its Vendor and Installation Vendor, to provide the Services in Sections 3.2 and 3.3 of this Agreement, respectively, at Host Collection Site and shall cooperate with MED- Project and its Vendor and Installation Vendor in the provision of these Services. Such cooperation includes, but is not limited to: 3.5.1. Identifying a Manager at Host Collection Site; 3.5.2. Requesting Kiosk(s) from MED - Project within 30 days of the Effective Date and if a Kiosk becomes damaged or malfunctions and cannot be repaired by Vendor; 3.5.3. Providing appropriate and adequate space for the installation of Kiosk(s) in compliance with Applicable Laws and making the Manager present at Host Collection Site at the time of Kiosk installation; 3.5.4. Notifying MED- Project and Vendor of any Kiosk maintenance concerns or needs, including, but not limited to, any damage to or malfunction of a Kiosk; 3.5.5. Notifying MED- Project and Vendor if a Kiosk is full, and; 3.5.6. Labeling Kiosk(s) with the signage provided by MED- Project and identified in Plan Appendix F. Host shall not alter the design or appearance of Kiosk(s). 3.5.7. Storing Unwanted Medicine in accordance with all Applicable Laws. 4. Payment. 4.1. Host shall not be responsible for paying the charges of Vendor or Installation Vendor for the Services Vendor or Installation Vendor render under Sections 3.2 and 3.3 of this Agreement, respectively. S. Nature of the Relationship. 5.1. Each Party is entering into and will perform the activities contemplated by this Agreement solely as an independent entity. This Agreement does not create any other relationship between the Parties, or with Vendor or Installation Vendor, including but not limited to the relationship of partners, joint ventures, or agent or legal representative of the other for any purpose whatsoever. None of the Parties will (i) make any representation that would create an apparent agency, partnership, co- employment or joint venture relationship with any other Party or with Vendor or Installation Vendor, (ii) have the power, expressed or implied, to obligate or bind the other or the Vendor or Installation Vendor in any manner whatsoever, or (iii) be responsible for any act or omission of the other or the Vendor or the Installation Vendor or any employee of the other or of the Vendor or of the Installation Vendor. No employee of Host, MED- Project, Vendor or the Installation Vendor is or will be considered an employee of any other Party for any purpose in connection with the performance of this Agreement. No Party to this Agreement has the ability to direct, control, schedule, hire or discipline any other Party's employee or the employees of Vendor or Installation Vendor. 6. Report of Theft or Diversion. 6.1. In the event of any theft or diversion of Unwanted Medicine collected at a Kiosk, or environmental incident, including spills and releases reported to any governmental authority, occurring during performance of this Agreement, the Party that becomes aware of such condition or event shall notify the other Party immediately. 7. Indemnification. Page 3 of 12 7.1. To the fullest extent permitted by law, MED- Project shall defend, indemnify, and hold harmless Host from and against all Losses to the extent arising out of or related to any and all third party claims, liabilities, liens, demands, obligations, actions, proceedings, suits or causes of action to the extent arising out of or related to MED- Project's and/or KIOSK SERVICES AGREEMENT Vendor and/or Installation Vendor's (a) breach of this Agreement, or (b) sole negligence, recklessness, or willful misconduct. 7.2. Notwithstanding the foregoing language in Section 7. 1, MED- Project shall not be liable for Losses under Section 7.1 to the extent such Losses arise out of or relate to Host's (a) breach of this Agreement, or (b) sole negligence, recklessness, or willful misconduct. 8. Term, Termination. 8.1. The term of this Agreement shall commence as of the Effective Date and shall continue in force until: 8.1.1. Notice from Host to MED - Project of MED - Project's breach of this Agreement. This Agreement shall terminate immediately upon such notice if MED- Project does not take immediate steps to cure the breach. 8.1.2. Notice from MED - Project to Host of Host's breach of this Agreement. This Agreement shall terminate immediately upon such notice if Host does not take immediate steps to cure the breach. 8.1.3. Notice from either Party to the other Party that this Agreement is terminated without cause. This Agreement shall terminate seven days after such notice. 8.1,4. If the representations and warranties set forth in Section 2.1 or 2.2 cease to continue to be correct, or DEA issues a notice, guidance, regulation or other communication applicable to Host, Vendor, Installation Vendor, or MED - Project making it reasonable to conclude that activities contemplated by this Agreement are viewed by DEA as impermissible or a violation of Applicable Laws, this Agreement shall terminate immediately. 8.1.5. Two years from the Effective Date, unless the Termination Date is extended pursuant to Section 14 of this Agreement. 8.2. Compliance with Section 3.3.3 of this Agreement shall be MED- Project's sole financial obligation with respect to any termination of the Agreement. 9. Severahility. 9.1. In the event any provision of this Agreement shall be judicially interpreted or held to be void or otherwise unenforceable as written, such provision shall be deemed to be revised and modified to the extent necessary to make it legally enforceable. In the event that a provision cannot be made legally enforceable, the remaining terms of this Agreement shall be enforceable as though the void or unenforceable provision did not exist. 10. Assignn:entlStcbcoratracting. 10.1. Except as expressly contemplated under this Agreement, neither Party shall assign or subcontract any of its duties or obligations hereunder or assign this Agreement or its rights hereunder without the express written permission of the other Party, such consent not to be unreasonably withheld. Any assignment, delegation or subcontracting in violation of the above shall be void and ineffective. Notwithstanding this or any other provision of this Agreement: (i) MED - Project shall have the right at any time to substitute Vendors or Installation Vendors by providing the Manager 30 days' notice of such change, and (ii) MED- Project or Host may transfer or assign this Agreement and MED- Project or Host's rights and responsibilities hereunder in connection with any transfer of ownership, merger, or acquisition. 11. Survival. 11.1. The obligations set forth in Sections 5, 7, 8.2, and 17 shall survive termination of this Agreement. 12. Third Party Beneficiaries. Page 4 of 12 12.1. Except as specifically set forth herein, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person, entity, company or organization, other than Host or MED - Project, any right, remedy, cause of action or claim under or by reason of this Agreement or any term or provision hereof, all of which shall be for the sole and exclusive benefit of Host and MED - Project. KIOSK SERVICES AGREEMENT MED-Nmect Medication Education & Disposal 13. Notice. 13.1. All notices to be provided in connection with this Agreement, including "requests" in sections 3.2.1, 3.2.3, 3.2.6, 3.3.1, and 3.5.2 of this Agreement, shall be in writing. Notices shall be deemed effective (i) when delivered by hand to the Party entitled to receive notice, (ii) on the next business day after delivery to a nationally - recognized express delivery service with instructions and payment for overnight delivery, or (iii) upon confirmation of receipt when sent by e -mail. 13.2. All notices in connection with this Agreement shall be sent to the individual or individuals that each Party designates to receive such correspondence on behalf of the Party. Initially, notices shall be provided, if to MED- Project, to: Dr. Victoria Travis, PharnD, MBA National Program Director MED- Project LLC 4096 Piedmont Ave Unit 544 Oakland, CA 94611 alameda@med-project.org Phone: (844) 6- PROJECT Fax: (510) 686 -8837 and if to Host, to: Chris Shepard Sergeant Dublin Police Services 100 Civic Plaza Dublin, CA 94568 E -mail: cshepard @acgov.org Phone: (925) 833 -6670 Fax: (925) 833 -6678 the express terns of the Agreement. No modification to this Agreement shall be valid unless it is made in writing, specifically states that it amends this Agreement, and is signed by authorized representatives of both Parties. 14.2. Notwithstanding Section 14. 1, Kiosk(s), Host Collection Site(s), and Manager(s) may be added to or removed from Exhibits A, B, and C of this Agreement, respectively, through the mutual written consent of an authorized individual from each Party. 14.3. Notwithstanding Section 14. 1, MED- Project may substitute Vendor or Installation Vendor in Exhibit D and E, respectively, after 30 days' notice to the Manager. 15. Signatures. 15.1. This Agreement is legally binding when, and not until, each Party has received from the other a counterpart of this Agreement signed by an authorized representative. The Parties may sign separate, identical counterparts of this document; taken together, they constitute one Agreement. The signed counterpart may be delivered by any reasonable means, including electronic transmission. 16. Jurisdiction and Venue. 16.1. This Agreement is made and entered into in the State of California and shall be interpreted and construed in accordance with the laws of the State of California. The Parties submit to the exclusive jurisdiction of the State of California and federal courts. 17. Publicity/Disclosure. 17.1. Unless required by law, neither Party may disclose 14. Complete Agreement, Headings, Modification. the terms or subject matter of this Agreement to any 14.1. This Agreement, along with its Exhibits, sets forth third party, without the prior written consent of the the complete agreement of the Parties with respect to other Party, except that MED- Project or Host may the subject matter hereof. No prior or provide this Agreement to the Alameda County contemporaneous oral or written agreement or Department of Environmental Health and /or County representation shall be effective to modify the Counsel, Vendor, and Installation Vendor. express terms of this Agreement. Headings have 17.2. Neither Party shall use the name, trade name, been inserted for the convenient reference of the service marks, trademarks, trade dress or logos of Parties and shall not be used to modify or interpret the other Party in releases, advertising or any other Page 5 of 12 KIOSK SERVICES AGREEMENT publications, without such Party's prior written consent in each instance; except that either Party is authorized to use the other Party's name, trade name and logo with regard to public outreach and educational efforts taken with regard to the Plan. This provision applies to written and online releases and communications, including those appearing on a website and those circulated via social media platforms including, but not limited to, Facebook, Twitter, and LinkedIn. 18. Authority. 18.1. Each individual executing this Agreement in a representative capacity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the Party and its employees and that upon execution, this Agreement shall be binding upon the Party and its employees in accordance with its terms. 18.2. Each individual amending and/or providing written consent under this Agreement represents and warrants that he or she is duly authorized to make such amendments and/or consents on behalf of the Party and its employees. 19. Waiver. 19.1. No consent or waiver, express or implied by a Party, to or of any breach or default by the other in the performance by that other Party of obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by that other Party of the same or any other obligation of that Party under this Agreement. Failure of a Party to complain of any act or failure to act of the other, or to declare the other in default, irrespective of how long that failure continues, shall not constitute a waiver by that Party of rights under this Agreement. The giving of consent by a Party in any one instance shall not limit or waive the necessity to obtain that Party's consent in any future instance. X".h Medication Education & Disposal 20. Effective Date 20.1. The Agreement shall be effective on the last date signed by a Party in accordance with Section 15 of this Agreement. Page 6 of 12 KIOSK SERVICES AGREEMENT 1 �-" k WED 11-t- 1111 "La"w I A �� 0127 e cr--:191. � Medication Education & Disposal IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed and delivered this Agreement as of the Effective Date, Dublin Police Services By: _ Name: Title: Date: Dennis Houghtelling Chief of Police MED- Project LLC By: Name: Dr. Victoria Travis, PharmD, MBA Title: National Program Director Date: Page 7 of 12 KIOSK SERVICES AGREEMENT P I mm e C t Medication Education & Disposal Exhibit A Kiosk(s) Approved for Inclusion in the MED- Project Product Stewardship Plan Kiosk Description Host Collection Site MED - Project Kiosk Dublin Police Services 100 Civic Plaza Dublin, CA 94568 Page 8 of 12 KIOSK SERVICES AGREEMENT Medication Education & Disposal Exhibit B Host Collection Site(s) Name l Address Dublin Police Services 100 Civic Plaza Dublin, CA 94568 Page 9 of 12 KIOSK SERVICES AGREEMENT Medication Education & Disposal Exhibit C Manager(s) Page 10 of 12 Manager's Work Host Collection Site Name Telephone Number Email Address Address Address Dublin Police Services Dublin Police Services (925)833 -6670 Chris Shepard, Sgt. 100 Civic Plaza 100 Civic Plaza cshepard @acgov.org Cell: (925) 719 -6705 Dublin, CA 94568 Dublin, CA 94568 Dublin Police Services Dublin Police Services (925)833 -8626 Nate Schmidt, Captain 100 Civic Plaza 100 Civic Plaza nschmidt @acgov.org Cell: (510) 255 -9440 Dublin, CA 94568 Dublin, CA 94568 Page 10 of 12 wl KIOSK SERVICES AGREEMENT �116 � Dedication Education & Disposal Exhibit D Notice and Contact Data for Vendor Stericycle Specialty Waste Solutions, Inc. Address: 2850 100th Court NE, Blaine, MN 55449 Phone: (612) 285 -9865 Page 11 of 12 KIOSK SERVICES AGREEMENT Medication Education & Disposal Exhibit E Notice and Contact Data for Installation Vendor Balfour Beatty Construction, LLC Address: 415 1 st Ave N, Seattle, WA 98109 Phone: (206) 447 -7699 Page 12 of 12