HomeMy WebLinkAbout06. KJS Used Oil Program
AGENDA MEMO
DATE:
July 27, 2010
TO:
Mayor and Members of the City Council
FROM:
Office of the City Manager
By: John Oskoui, P.E., Director of Public Works
SUBJECT: CONSULTING AGREEMENT WITH KJSERVICES ENVIRONMENTAL
CONSULTING TO IMPLEMENT THE CITY OF DOWNEY’S USED OIL
PAYMENT PROGRAM
RECOMMENDATION:
That the City Council approve an agreement with KJServices Environmental Consulting to
implement the City of Downey’s Used Oil Payment Program.
DISCUSSION:
The City will receive approximately $30,000.00 from CalRecycle (a new State department that
replaced the California Integrated Waste Management Board) to manage the new Oil Payment
Program. The Oil Payment Program replaces the former Used Oil Grant Program. The funds
will be used to implement programs designed to increase public awareness about the illegal
disposal of used oil and to motivate residents to recycle their used motor oil and filters.
To effectively implement the used oil program, the City requires the services of a consultant
experienced in public awareness and education and technical services related to used oil
recycling. KJServices has been the City’s used oil grant consultant for the past ten years, as
they have proven to be the best suited for the City’s needs based on price, qualifications and
proposed work program.
A Scope of Work has been developed by KJServices that will maintain the existing network of
twelve (12) certified collection centers in the City, continue the school education program,
administer the production of the used oil calendar, conduct filter exchange and collection
events, and manage and administer the payment program on behalf of the City. The balance
of the funds are allotted for the publication of the used oil school calendar which will display
artwork of students from private and public schools, purchase of promotional materials,
advertising, and public education materials, and City staff time.
The attached Agreement provides the specific terms and conditions that KJServices will
undertake to implement the used oil programs. KJServices will submit its invoices monthly.
The term of the Agreement will be from the date of execution of the Agreement through June
30, 2011 and may be renewed annually for two years.
FINANCIAL IMPACT:
No impact on City funds.
Attachment:
Agreement
S:\AgendaMemosCC 2010\07-27-10\KJServices Agreement
CITY OF DOWNEY, CALIFORNIA
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
THE CITY OF DOWNEY
AND
KJSERVICES ENVIRONMENTAL CONSULTING
Dated:_______________________
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
THE CITY OF DOWNEY
AND
KJSERVICES ENVIRONMENTAL CONSULTING
TABLE OF CONTENTS
PAGE
SECTION 1. TERM OF AGREEMENT........................................................................1
SECTION 2. SCOPE OF SERVICES..........................................................................1
SECTION 3. ADDITIONAL SERVICES.......................................................................1
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.................................1
SECTION 5. INSPECTION AND FINAL ACCEPTANCE............................................2
SECTION 6. OWNERSHIP OF DOCUMENTS...........................................................2
SECTION 7. CONSULTANT’S BOOKS AND RECORDS...........................................3
SECTION 8. STATUS OF CONSULTANT..................................................................3
SECTION 9. STANDARD OF PERFORMANCE.........................................................4
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS
AND LICENSES.....................................................................................4
SECTION 11. NONDISCRIMINATION..........................................................................4
SECTION 12. UNAUTHORIZED ALIENS.....................................................................5
SECTION 13. CONFLICTS OF INTEREST..................................................................5
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.........5
SECTION 15. INDEMNIFICATION................................................................................6
SECTION 16. INSURANCE..........................................................................................7
SECTION 17. ASSIGNMENT........................................................................................8
SECTION 18. CONTINUITY OF PERSONNEL............................................................8
SECTION 19. TERMINATION OF AGREEMENT.........................................................8
SECTION 20. DEFAULT...............................................................................................9
SECTION 21. EXCUSABLE DELAYS...........................................................................9
SECTION 22. COOPERATION BY CITY......................................................................9
SECTION 23. NOTICES...............................................................................................9
SECTION 24. AUTHORITY TO EXECUTE.................................................................10
SECTION 25. BINDING EFFECT...............................................................................10
SECTION 26. MODIFICATION OF AGREEMENT......................................................10
SECTION 27. WAIVER...............................................................................................10
SECTION 28. LAW TO GOVERN; VENUE.................................................................10
SECTION 29. ATTORNEYS FEES, COSTS AND EXPENSES..................................10
SECTION 30. ENTIRE AGREEMENT.........................................................................11
SECTION 31. SEVERABILITY....................................................................................11
EXHIBITS
EXHIBIT "A" SCOPE OF SERVICES.......................................................................A-1
EXHIBIT "B" COMPENSATION...............................................................................B-1
EXHIBIT "C" INSURANCE......................................................................................C-1
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
THE CITY OF DOWNEY
AND
KJSERVICES ENVIRONMENTAL CONSULTING
This AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF
DOWNEY AND KJSERVICES ENVIRONMENTAL CONSULTING is made and entered
th
into this 27 day of July 2010, by and among the City of Downey, a municipal
corporation ("CITY") and KJSERVICES ENVIRONMENTAL CONSULTING, a sole
proprietor ("CONSULTANT"). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of SECTION 20 "TERMINATION OF AGREEMENT" of
this AGREEMENT, the term of this AGREEMENT shall be from the date of execution of
this AGREEMENT, as first shown above, through June 30, 2011. This AGREEMENT
may be renewed annually for two years. Such term may be extended upon written
agreement of both parties to this AGREEMENT.
SECTION 2. SCOPE OF SERVICES.
CONSULTANT agrees to perform the services set forth in EXHIBIT "A" "SCOPE
OF SERVICES" and made a part of this AGREEMENT.
SECTION 3. ADDITIONAL SERVICES.
CONSULTANT shall not be compensated for any services rendered in
connection with its performance of this AGREEMENT which are in addition to or outside
of those set forth in this AGREEMENT or listed in EXHIBIT "A" "SCOPE OF
SERVICES", unless such additional services are authorized in advance and in writing
by the City Council or City Manager of CITY. CONSULTANT shall be compensated for
any such additional services in the amounts and in the manner agreed to in writing by
the City Council or City Manager.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this AGREEMENT, CITY agrees to pay
CONSULTANT the amounts specified in EXHIBIT "B" "COMPENSATION" and made a
part of this AGREEMENT. The total compensation, which is for consulting services
only, shall not exceed Eleven Thousand Three Hundred Fifty dollars ($11,350.00), for
the first year, unless additional compensation is approved in writing by the City Council
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or City Manager. All expenses for materials, equipment, supplies and miscellaneous
items shall be billed directly to the CITY by the vendor. At the end of each year of this
Agreement, a new Scope of Services and Compensation shall be submitted.
original
(b) Each month CONSULTANT shall furnish to CITY an invoice for all
work performed during the preceding month. The invoice shall detail charges of labor
(by sub-category), sub-consultant contracts and miscellaneous expenses. CITY shall
independently review each invoice submitted by the CONSULTANT to determine
whether the work performed and expenses incurred are in compliance with the
provisions of this AGREEMENT. In the event that no charges or expenses are disputed,
the invoice shall be approved and paid according to the terms set forth in subsection (c).
In the event any charges or expenses are disputed by CITY, the original invoice shall be
returned within thirty (30) days of receipt by CITY to CONSULTANT for correction and
resubmission.
(c) Except as to any charges for work performed or expenses incurred by
CONSULTANT which are disputed by CITY, CITY will use its best efforts to cause
CONSULTANT to be paid within thirty (30) days of receipt of CONSULTANT’S invoice.
(d) Payment to CONSULTANT for work performed pursuant to this
AGREEMENT shall not be deemed to waive any defects in work performed by
CONSULTANT.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
CITY may inspect and accept or reject any of CONSULTANT’S work under this
AGREEMENT, either during performance or when completed. CITY shall reject or
finally accept CONSULTANT’S work within sixty (60) days after submitted to CITY.
CITY shall reject work by a timely written explanation, otherwise CONSULTANT’S work
shall be deemed to have been accepted. CITY'S acceptance shall be conclusive as to
such work except with respect to latent defects, fraud and such gross mistakes as
amount to fraud. Acceptance of any of CONSULTANT’S work by CITY shall not
constitute a waiver of any of the provisions of this AGREEMENT including, but not
limited to, sections 15 and 16, pertaining to indemnification and insurance, respectively.
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by CONSULTANT in the course of providing any services pursuant to this
AGREEMENT shall become the sole property of CITY and may be used, reused or
otherwise disposed of by CITY without the permission of the CONSULTANT. Upon
satisfactory completion of, or in the event of expiration, termination, suspension or
abandonment of this AGREEMENT, CONSULTANT shall turn over to CITY all such
original maps, models, designs, drawings, photographs, studies, surveys, reports, data,
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notes, computer files, files and other documents. With respect to computer files,
CONSULTANT shall make available to the CITY, upon reasonable written request by
the CITY, the necessary computer software and hardware for purposes of accessing,
compiling, transferring and printing computer files.
SECTION 7. CONSULTANT’S BOOKS AND RECORDS.
(a) CONSULTANT shall maintain any and all documents and records
demonstrating or relating to CONSULTANT’S performance of services pursuant to this
AGREEMENT. CONSULTANT shall maintain any and all ledgers, books of account,
invoices, vouchers, canceled checks, or other documents or records evidencing or
relating to work, services, expenditures and disbursements charged to CITY pursuant to
this AGREEMENT. Any and all such documents or records shall be maintained in
accordance with generally accepted accounting principles and shall be sufficiently
complete and detailed so as to permit an accurate evaluation of the services provided
by CONSULTANT pursuant to this AGREEMENT. Any and all such documents or
records shall be maintained for three years from the date of execution of this
AGREEMENT and to the extent required by laws relating to audits of public agencies
and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon written request by CITY or its designated representative.
Copies of such documents or records shall be provided directly to the CITY for
inspection, audit and copying when it is practical to do so; otherwise, unless an
alternative is mutually agreed upon, such documents and records shall be made
available at CONSULTANT’S address indicated for receipt of notices in this
AGREEMENT.
(c) Where CITY has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of CONSULTANT’S business, CITY may, by written request,
require that custody of such documents or records be given to the requesting party and
that such documents and records be maintained by the requesting party. Access to
such documents and records shall be granted to CITY, as well as to its
successors-in-interest and authorized representative.
SECTION 8. STATUS OF CONSULTANT.
(a) CONSULTANT is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of CITY. CONSULTANT shall have no
authority to bind CITY in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against CITY, whether by contract or otherwise, unless such
authority is expressly conferred under this AGREEMENT or is otherwise expressly
conferred in writing by CITY.
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(b) The personnel performing the services under this AGREEMENT on behalf of
CONSULTANT shall at all times be under CONSULTANT’S exclusive direction and
control. Neither CITY, nor any elected or appointed boards, officers, officials, employees
or agents of CITY, shall have control over the conduct of CONSULTANT or any of
CONSULTANT’S officers, employees or agents, except as set forth in this
AGREEMENT. CONSULTANT shall not at any time or in any manner represent that
CONSULTANT or any of CONSULTANT’S officers, employees or agents are in any
manner officials, officers, employees or agents of CITY.
(c) Neither CONSULTANT, nor any of CONSULTANT’S officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to CITY'S employees. CONSULTANT expressly waives any
claim CONSULTANT may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
CONSULTANT represents and warrants that it has the qualifications, experience
and facilities necessary to properly perform the services required under this
AGREEMENT in a thorough, competent and professional manner.CONSULTANT shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all services described herein. In meeting its obligations under this
AGREEMENT, CONSULTANT shall employ, at a minimum, generally accepted
standards and practices utilized by persons engaged in providing services similar to
those required of CONSULTANT under this AGREEMENT.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
CONSULTANT shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this AGREEMENT. CONSULTANT shall obtain any and all licenses,
permits and authorizations necessary to perform the services set forth in this
AGREEMENT. Neither CITY, nor any elected or appointed boards, officers, officials,
employees or agents of CITY, shall be liable, at law or in equity, as a result of any
failure of CONSULTANT to comply with this section.
SECTION 11. NONDISCRIMINATION.
CONSULTANT shall not discriminate, in any way, against any person on the
basis of race, religious creed, color, national origin, ancestry, sex, age, physical
handicap, medical condition or marital status in connection with or related to the
performance of this AGREEMENT and shall comply with the provisions of the State Fair
Employment Practices Act as set forth in Part 4.5 of the Division 2 of the California
Labor Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and
all amendments thereto; Executive Order No. 11246; and all administrative rules and
regulations issued pursuant to such acts and order.
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SECTION 12. UNAUTHORIZED ALIENS.
CONSULTANT hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should CONSULTANT so employ such unauthorized aliens for the
performance of work and/or services covered by this AGREEMENT, and should the any
liability or sanctions be imposed against CITY for such use of unauthorized aliens,
CONSULTANT hereby agrees to and shall reimburse CITY for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys'
fees, incurred by CITY in connection therewith.
SECTION 13. CONFLICTS OF INTEREST.
(a) CONSULTANT covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of CITY or which would in any way hinder CONSULTANT’S
performance of services under this AGREEMENT. CONSULTANT further covenants
that in the performance of this AGREEMENT, no person having any such interest shall
be employed by it as an officer, employee, agent or subcontractor without the express
written consent of the City Administrator. CONSULTANT agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of
CITY in the performance of this AGREEMENT.
(b) CITY understands and acknowledges that CONSULTANT is, as of the date
of execution of this AGREEMENT, independently involved in the performance of non-
related services for other governmental agencies and private parties. CONSULTANT is
unaware of any stated position of CITY relative to such projects. Any future position of
CITY on such projects shall not be considered a conflict of interest for purposes of this
section.
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by CONSULTANT in
performance of this AGREEMENT shall be considered confidential, unless such
information is in the public domain or already known to CONSULTANT. CONSULTANT
shall not release or disclose any such information or work product to persons or entities
other than CITY without prior written authorization from the City Administrator, except as
may be required by law.
(b) CONSULTANT, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the City Manager or unless requested by the City
Attorney of CITY, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this AGREEMENT. Response to a subpoena or court order shall not
be considered "voluntary" provided CONSULTANT gives CITY notice of such court
order or subpoena.
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(c) If CONSULTANT, or any officer, employee, agent or subcontractor of
CONSULTANT, provides any information or work product in violation of this
AGREEMENT, then CITY shall have the right to reimbursement and indemnity from
CONSULTANT for any damages, costs and fees, including attorneys fees, caused by or
incurred as a result of CONSULTANT’S conduct.
(d) CONSULTANT shall promptly notify CITY should CONSULTANT, its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this AGREEMENT and the work performed thereunder. CITY retains the
right, but has no obligation, to represent CONSULTANT or be present at any deposition,
hearing or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and
to provide CITY with the opportunity to review any response to discovery requests
provided by CONSULTANT. However, this right to review any such response does not
imply or mean the right by CITY to control, direct, or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) CONSULTANT and CITY agree that CITY, its employees, agents and
officials should, to the extent permitted by law, be fully protected from any loss, injury,
damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs,
court costs or any other cost arising out of or in any way related to the performance of
this AGREEMENT. Accordingly, the provisions of this indemnity provision are intended
by the parties to be interpreted and construed to provide the fullest protection possible
under the law to the CITY.
CONSULTANT acknowledges that CITY would not enter into this AGREEMENT
in the absence of the commitment of CONSULTANT to indemnify and protect CITY as
set forth herein.
(b) To the full extent permitted by law, CONSULTANT shall defend, indemnify
and hold harmless CITY, its employees, agents and officials, from any liability, claims,
suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, actual attorney fees incurred by CITY, court costs, interest, defense costs
including expert witness fees and any other costs or expenses of any kind whatsoever
without restriction or limitation incurred in relation to, as a consequence of or arising out
of or in any way attributable actually, allegedly or impliedly, in whole or in part to the
performance of this AGREEMENT. All obligations under this provision are to be paid by
CONSULTANT as they are incurred by the CITY.
(c) Without affecting the rights of CITY under any provision of this AGREEMENT
or this section, CONSULTANT shall not be required to indemnify and hold harmless
CITY as set forth above for liability attributable to the sole fault of CITY, provided such
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sole fault is determined by AGREEMENT between the parties or the findings of a court
of competent jurisdiction. This exception will apply only in instances where the CITY is
shown to have been solely at fault and not in instances where CONSULTANT is solely
or partially at fault or in instances where CITY’S fault accounts for only a percentage of
the liability involved. In those instances, the obligation of CONSULTANT will be all-
inclusive and CITY will be indemnified for all liability incurred, even though a percentage
of the liability is attributable to conduct of the CITY.
CONSULTANT acknowledges that its obligation pursuant to this
(d)
section extends to liability attributable to CITY, if that liability is less than the sole
fault of CITY.
CONSULTANT has no obligation under this AGREEMENT for liability
proven in a court of competent jurisdiction or by written agreement between the parties
to be the sole fault of CITY.
(e) The obligations of CONSULTANT under this or any other provision of this
AGREEMENT will not be limited by the provisions of any workers compensation act or
similar act. CONSULTANT expressly waives its statutory immunity under such statutes
or laws as to CITY, its employees and officials.
(f) CONSULTANT agrees to obtain executed indemnity agreements with
provisions identical to those set forth here in this section from each and every
subcontractor, subtier contractor or any other person or entity involved by, for, with or
on behalf of CONSULTANT in the performance or subject matter of this AGREEMENT.
In the event CONSULTANT fails to obtain such indemnity obligations from others as
required herein, CONSULTANT agrees to be fully responsible according to the terms of
this section.
(g) Failure of CITY to monitor compliance with these requirements imposes no
additional obligations on CITY and will in no way act as a waiver of any rights
hereunder. This obligation to indemnify and defend CITY as set forth herein is binding
on the successors, assigns, or heirs of CONSULTANT and shall survive the termination
of this AGREEMENT or this section.
SECTION 16. INSURANCE.
CONSULTANT agrees to obtain and maintain in full force and effect during the
term of this AGREEMENT the insurance policies set forth in EXHIBIT "C"
"INSURANCE" and made a part of this AGREEMENT. All insurance policies shall be
subject to approval by CITY as to form and content. These requirements are subject to
amendment or waiver if so approved in writing by the City Manager. CONSULTANT
agrees to provide CITY with copies of required policies upon request.
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SECTION 17. ASSIGNMENT.
The expertise and experience of CONSULTANT are material considerations for
this AGREEMENT. CITY has an interest in the qualifications of and capability of the
persons and entities who will fulfill the duties and obligations imposed upon
CONSULTANT under this AGREEMENT. In recognition of that interest, CONSULTANT
shall not assign or transfer any of portion this AGREEMENT or the performance of any
of CONSULTANT’S duties or obligations under this AGREEMENT without the prior
written consent of the City Council. Any attempted assignment shall be ineffective, null
and void, and shall constitute a material breach of this AGREEMENT entitling CITY to
any and all remedies at law or in equity, including summary termination of this
AGREEMENT.
SECTION 18. CONTINUITY OF PERSONNEL.
CONSULTANT shall make every reasonable effort to maintain the stability and
continuity of CONSULTANT’S staff assigned to perform the services required under this
AGREEMENT. CONSULTANT shall notify CITY of any changes in CONSULTANT’S
staff assigned to perform the services required under this AGREEMENT, prior to any
such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) CITY may terminate this AGREEMENT, with or without cause, at any time by
giving thirty (30) days written notice of termination to CONSULTANT. In the event such
notice is given, CONSULTANT shall cease immediately all work in progress.
(b) CONSULTANT may terminate this AGREEMENT at any time upon thirty
(30) days written notice of termination to CITY.
(c) If either CONSULTANT or CITY fail to perform any material obligation under
this AGREEMENT, then, in addition to any other remedies, either CONSULTANT, or
CITY may terminate this AGREEMENT immediately upon written notice.
(d) Upon termination of this AGREEMENT by either CONSULTANT or CITY, all
property belonging exclusively to CITY which is in CONSULTANT’S possession shall be
returned to CITY. CONSULTANT shall furnish to CITY a final invoice for work
performed and expenses incurred by CONSULTANT, prepared as set forth in SECTION
4 of this AGREEMENT. This final invoice shall be reviewed and paid in the same
manner as set forth in SECTION 4 of this AGREEMENT.
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SECTION 20. DEFAULT.
In the event that CONSULTANT is in default under the terms of this
AGREEMENT, the CITY shall not have any obligation or duty to continue compensating
CONSULTANT for any work performed after the date of default and may terminate this
AGREEMENT immediately by written notice to the CONSULTANT. Default shall mean
any failure to comply with any covenant, condition or term of this AGREEMENT.
SECTION 21. EXCUSABLE DELAYS.
CONSULTANT shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of CONSULTANT. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments, acts of CITY, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The
term and price of this AGREEMENT shall be equitably adjusted for any delays due to
such causes.
SECTION 22. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to CITY as public records, and which are necessary for carrying out the work
as outlined in the EXHIBIT "A" "SCOPE OF SERVICES", shall be furnished to
CONSULTANT in every reasonable way to facilitate, without undue delay, the work to
be performed under this AGREEMENT.
SECTION 23. NOTICES.
All notices required or permitted to be given under this AGREEMENT shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To CITY: Gerald M. Caton, City Manager
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Tel: (562) 904-7284
FAX: (562) 923-6388
To CONSULTANT: Kevin J. Sales
KJServices Environmental Consulting
9020 Hornby Avenue
Whittier, CA 90603
Tel: (562) 944-4766
FAX: (562) 944-3267
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Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this AGREEMENT on behalf of CONSULTANT
warrants and represents that he/she/they has/have the authority to execute this
AGREEMENT on behalf of his/her/their corporation and warrants and represents that
he/she/they has/have the authority to bind CONSULTANT to the performance of its
obligations hereunder.
SECTION 25. BINDING EFFECT.
This AGREEMENT shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties.
SECTION 26. MODIFICATION OF AGREEMENT.
No amendment to or modification of this AGREEMENT shall be valid unless
made in writing and approved by the CONSULTANT and by the City Council or City
Manager. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
SECTION 27. WAIVER.
Waiver by any party to this AGREEMENT of any term, condition, or covenant of
this AGREEMENT shall not constitute a waiver of any other term, condition, or
covenant. Waiver by any party of any breach of the provisions of this AGREEMENT
shall not constitute a waiver of any other provision, nor a waiver of any subsequent
breach or violation of any provision of this AGREEMENT. Acceptance by CITY of any
work or services by CONSULTANT shall not constitute a waiver of any of the provisions
of this AGREEMENT.
SECTION 28. LAW TO GOVERN; VENUE.
This AGREEMENT shall be interpreted, construed and governed according to
the laws of the State of California. In the event of litigation between the parties, venue
in state trial courts shall lie exclusively in the County of Los Angeles.
SECTION 29. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this AGREEMENT, the prevailing party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
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SECTION 30. ENTIRE AGREEMENT.
This AGREEMENT, including the attached EXHIBITS "A" through "C", is the
entire, complete, final and exclusive expression of the parties with respect to the
matters addressed therein and supersedes all other agreements or understandings,
whether oral or written, or entered into between CONSULTANT and CITY prior to the
execution of this AGREEMENT. No statements, representations or other agreements,
whether oral or written, made by any party which are not embodied herein shall be valid
and binding. No amendment to this AGREEMENT shall be valid and binding unless in
writing duly executed by the parties or their authorized representatives.
SECTION 31. SEVERABILITY.
If a term, condition or covenant of this AGREEMENT is declared or determined
by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this AGREEMENT shall not be affected thereby and the AGREEMENT
shall be read and construed without the invalid, void or unenforceable provision(s).
IN WITNESS WHEREOF
, the parties hereto have caused this AGREEMENT to
be executed the day and year first above written.
CONSULTANT
By
Kevin J. Sales
Title Owner/Principal
CITY OF DOWNEY
By
Gerald M. Caton
Title City Manager
ATTEST APPROVED AS TO FORM:
:
________________________ ___ ______________________________
KATHLEEN L. MIDSTOKKE, City Clerk City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
Proposal for 2010-2011
WP
ORKLAN
Task #1 –Used Oil Collection Centers
In order to maintain an effective and viable used oil collection center network,
KJServices staff will complete the following task:
Verify the continuing participation of the existing Downey businesses registered as
Certified Used Oil Collection Centers (CCCs). This verification will include on-site
visits to each Center to check on their participation and adherence to all the Used Oil
program regulations (signs posted, accepting oil from the public, offering the $.40
per gallon rebate, etc). During these visits staff will also answer any questions the
operators have and help them with any program related problems they may be
experiencing. The Department of Resources Recycling and Recovery (CalRecycle)
allows cities to use Oil Payment Program (OPP) funds for up to two Certified Center
site visits per year. KJServices staff will use the second visit each year to complete
the CalRecycle required Site Visit Report for inclusion with the City’s annual report.
Staff will maintain an accurate listing of the City’s used oil collection centers in the
nation-wide Earth’s 911 (1800CLEANUP and www.1800CLEANUP.org)
environmental database. The Earth’s 911 database will allow Downey residents to
quickly and easily find their nearest used oil collection center. Earth’s 911 toll-free
phone number, 1800CLEANUP, will appear on all program advertising and
educational and promotional materials.
In addition to site visits to the Certified Collection Centers located in the City,
KJServices staff will also conduct site visits to any large retailers located into the City
that, though not certified collection centers, do accept used motor oil from the public.
Identify and solicit other appropriate businesses in the City to join the network of
Used Oil Collection Centers. KJServices staff will review the location of the existing
Used Oil Collection Centers in the City. Based upon their location, KJS will identify
under-served areas of the City. Our staff will then identify auto-related businesses in
those areas to contact as a possible Used Oil Collection Center. The goal will be to
locate a Used Oil Collection Center within one half (1/2) mile of each resident in the
City of Downey.
Once possible new collection centers are identified, staff will contact the business
with a letter explaining the used oil recycling program and its benefits. A follow-up
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phone call will be made to each business and an on-site visit scheduled to discuss
the program with the business owner or manager. If a business meets the
requirements of the program and if the owner expresses a willingness to join the
City’s network of collection centers, KJS staff will assist the business in registering
with the State to become a Certified Used Oil Collection Center.
C-$350
OST
CCC support (used oil filter collection, equipment and supplies, etc.) - $350
Task #2 –Promotion of the Used Oil Program at City Events
Experience continues to show that social marketing techniques, such as face-to-face
outreach, are among the most effective ways to communicate the used oil recycling
message to the community.
KJServices staff will continue and expand their support to the City’s Used Oil Recycling
program through public education and promotional activities at major community events.
During the 2010 – 2011 fiscal year, KJS will provide staff for a Used Oil Recycling booth
at the following events:
HHW Round-Up - August 28, 2010
Farmer’s Market – November 13, 2010 (Observing America Recycles Day)
KIDS DAY / Environmental Fair – May 2011
In addition to these events, KJServices in conjunction with the City will look for other
opportunities in the community that would be appropriate for the expansion of this type
of face-to-face community outreach.
At each of these events, KJServices staff will distribute Used Oil Recycling educational
materials including a list of Certified Collection Centers in the City. In addition, the Used
Oil Recycling booth at these events will distribute used oil recycling kits and promotional
items. Staff will also be on hand to answer any questions from community members.
KJServices staff will select an automotive related promotional item to be distributed at
these events. Possible items include shop towels, KarBoard creepers, oil dip stick
wipers, fender covers, oil funnels, and the like. The City, before its purchase, will
approve the selected item, and its used oil-recycling message. The selected promo will
be made from recycled content materials. To the maximum extent possible, the City will
take advantage of no-charge promotional items available from the Los Angeles County
Department of Public Works.
Cost - $4,000
Promotional materials - $2,000
Used Oil recycling containers - $2,000 (400 units)
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Task #3 – Elementary School Used Oil Artwork Contest
KJServices will continue to support the City’s long established tradition of used oil
recycling outreach to local schools and their students. KJServices will continue to work
with the local Downey elementary schools and students through an artwork contest.
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The contest will invite 5 graders at Downey elementary schools to create a used oil
theme artwork that will be used as part of the City’s annual used oil calendar.
KJServices will prepare a 20 to 30 minute used oil recycling presentation that will be
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given to 5 grade classes at participating schools throughout the Downey Unified
School District as well as private schools in the community. KJS staff will coordinate
these presentations with the District and each individual school site.
Using the breadth of experience gained in presenting similar programs at elementary
schools throughout Los Angeles County, KJServices staff will design a classroom
presentation that concentrates on the following used oil recycling topics:
The amount of used motor oil generated in the Southern California area and its
dangers to our environment.
The impact that improper disposal has on the City of Downey and the Southern
California area. Additional focus will be paid to the impact of this type of pollution on
storm drains in light of the on-going storm drain requirements facing cities.
Local resources for the proper collection and recycling of used motor oil.
Re-refined oil and other products manufactured from used motor oil.
Personal responsibility and the difference one person’s actions can make to benefit
or harm the environment.
The presentations will incorporate video, slides, and computer presentation graphics, as
appropriate. Resource materials will be collected from the City of Downey’s existing
used oil program (Certified Collection Center information, etc.), the California
Department of Resources Recycling and Recovery (CalRecycle), and other pertinent
sources. Each presentation will include educational and promotional materials to be
distributed to each student.
The City and the School District will approve all presentation materials, as well as the
presentation outline, before any classroom presentations are given.
Each classroom presentation will be given in English. If necessary, as determined by
the school and the classroom teacher and with the approval of the City, classroom
presentations can be given in Spanish.
In addition, the classroom presentations will describe the City’s Used Oil Recycling
calendar artwork contest in detail. Each classroom teacher will be given entry forms for
each student along with a flyer describing the contest’s requirements, rules, and
deadlines.
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KJServices staff will provide oversight and coordination for the Used Oil Recycling
Artwork Contest. This task includes the following sub-tasks:
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Provide artwork contest entry forms to each of the 5 grade classrooms at all the
participating schools.
Develop and communicate the requirements, rules, and deadlines to the teacher of
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each participating 5 grade classroom and to the principal (or their designee) of
each participating school.
Coordinate with each school to collect each student’s contest artwork.
Secure each student artwork entry and coordinate their judging with City staff.
Select and notify each contest winner, their teacher, and school principal or
designee.
KJS staff will provide all the manpower and coordination necessary to ensure that the
Used Oil Recycling Artwork Contest runs smoothly. This includes ensuring that every
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student that wishes to enter has all the information necessary to do so, that each 5
grade classroom teacher is aware of the program and is encouraged to have their
students participate, and that each school site is made aware and is kept aware of the
contest and its progress.
As is necessary and appropriate, contest instructions and updates will be produced in
English and Spanish.
KJServices staff will work closely with City staff to plan and hold a City Council
recognition ceremony for the winners of the Used Oil Recycling Artwork Contest.
C-$300
OST
Edit and print Artwork Contest flyers (3,000) = $300
Task #4 – Used Oil Calendar
Design of Calendar
KJServices will provide all design work necessary to produce the City of Downey’s Used
Oil Recycling calendar. This task includes the selection of the artwork for each month,
design of the layout for each calendar month’s page, the writing of all the required text,
coordination with and approval by the City, and approval by the City’s Used Oil Payment
Program Integrated Waste Specialist.
The calendar will be designed with a focus on the Used Oil recycling message. The
artwork, text, and layout will all be designed to drive home the City’s message about the
importance of recycling used motor oil. Since these calendars will be used in school
classrooms and offices, as well as homes, it is important that the message is
communicated clearly and effectively on each calendar page and as a cohesive
message throughout the calendar. KJServices’ goal is to produce an educational and
promotional piece that will reinforce the City’s used oil recycling message every day of
the year.
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Following a format similar to the calendar produced for the City in previous years,
KJServices staff will design the layout for this year’s calendar. The calendar layout will
include the following features:
Calendar size of 11” x 17”.
Environmental artwork produced by Downey school children, (one each on the
cover, “centerfold” section and on each calendar page).
A “centerfold” section that includes a description of the City’s Used Oil program, a
listing of Used Oil Collection Centers (certified and non-certified), and a collection of
Used Oil “fun facts”.
Each calendar page will include important dates such as Holidays, etc.
The back cover of the calendar will list businesses and organizations that have
sponsored the project.
The calendars will be produced in full color on paper with a minimum of 20%
recycled content.
Calendar Production
KJServices will oversee the production of the calendars. This task includes the
production of a color proof prior to the calendar’s production. The calendars will not be
printed until the City has reviewed and approved the color proof. Additionally, upon
completion KJS will deliver the calendars to the City.
The prices included in this proposal are for a minimum production run of 3,000
calendars. Calendar amount above the 3,000 minimum will be printed as the proposed
budget allows. If the City requests additional calendars, a supplemental quote will be
provided. Ideally, the City will finalize the exact number of calendars needed before the
items are printed. The cost for additional calendars will be relatively minor if they are
produced during the initial print run. Extras requested after the initial print run will be
substantially more expensive because of the costs associated with the reset-up of the
printer.
C-$11,500
OST
Calendar Design - $3,000 (Design, image scanning, layout of 24 page four-color (4CP)
over four-color (4CP), 11” x 17” folded to 11” x 8 1/2” calendar. Design also includes
color proof, the production of all the necessary film, and a blueline).
Printing Costs - $8,500 plus tax (4CP/4CP calendar. Finished size 11” x 8 1/2”. Paper
100# recycled gloss book cover and 100# recycled gloss book text. 100# picked to
prevent bleed through which sometimes occurs with 80# recycled cover and text
papers. Also includes bindery – saddle stitching, and one hole drilled for hanging).
Task #5 –Community Filter Exchange Events
CalRecycle wants Used Oil Payment Program participants to increase the collected
amount of used motor oil and especially filters by at least 5% per year. To help meet
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this goal the City’s used oil consultant will work with the existing network of Certified
Collection Centers to host a series of collection events.
To increase public awareness of the benefits of recycling used oil filters, KJServices
staff will advertise and conduct two (2) Used Oil Collection and Filter Exchange events.
At these events, the public may bring their used oil; and if they bring in their used oil
filter, they will receive a voucher for one free oil filter on the day of the event.
All the businesses that host these events are already collecting used motor oil and
filters and have all the necessary equipment on hand to collect these materials.
KJServices staff will coordinate the events with local Certified Collection Centers,
making sure to get corporate and property management approval, along with City
approval. KJServices will also arrange for newspaper advertisement at least two weeks
prior to the events with the PennySaver. All ads will be submitted to the City for
approval before going to print.
KJServices will also create a voucher coupon, customized for each event, to use on the
day of the event. Staff will set up the event booth with appropriate signage and
promotional items to give to all participants. Staff will work with the host business to
assure that foot traffic in and out of the store is not hindered.
At the end of the event, KJServices staff will take down the booth, tally the amount of
visitors and how many filters were brought in for exchange, and make sure the area is
devoid of any oil spills or litter. KJServices will provide the City with a report of the
event.
Cost - $1,500
Ad and flyer development and editing - $250
Advertising two events in PennySaver (2 weekly ads per each event) - $1,000
Filter purchase from Retailers - $250
Task #6 – Program Administration
This task will include those activities needed to administer the program on behalf of the
City. Activities will include preparation of application, advancement/reimbursement
requests to the State, assisting the Certified Centers with administrative compliance
issues, and preparation of required status reports as well as the end-of-program final
report. Regularly scheduled update meetings will also be held with city staff to keep
them apprised of the progress of the grant tasks.
MATERIALS BUDGET - $17,650
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EXHIBIT "B"
KJSERVICES ENVIRONMENTAL CONSULTING
Personnel Hourly Rates
Kevin Sales – Principal Consultant $80 per hour
Mariana Sales – Consultant $70 per hour
Torri Deming – Consultant $70 per hour
Estimated Hours per Task
Task #1 –Used Oil Collection Centers - $1100
5 hrs @ $80/hr - $400
10 hrs @ $70/hr - $700
Task #2 –Promotion of the Used Oil Program at City Events - $2810
22 hrs @ $80/hr - $1760
15 hrs @ $70/hr - $1050
–
Task #3Elementary School Used Oil Artwork Contest - $2650
20 hrs @ $80/hr - $1600
15 hrs @ $70/hr - $1050
Task #4 – Used Oil Calendar - $1640
6.5 hrs @ $80/hr - $520
16 hrs @ $70/hr - $1120
Task #5 - Community Filter Exchange Events- $2040
15 hrs @ $80/hr - $1200
12 hrs @ $70/hr - $840
Task #6 – Program Administration - $1110
6 hrs @ $80/hr - $480
9 hrs @ $70/hr - $630
Total - $11,350
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EXHIBIT "C"
INSURANCE
The following coverages will be provided and maintained by CONSULTANT and
maintained on behalf of the AGENCY in accordance with the requirements set forth
herein.
1. Commercial General Liability Insurance under a standard ISO-CGL form
with an edition date of 1985 or earlier, with a combined single limit of one million dollars
($1,000,000.00) per occurrence and a one million dollars ($1,000,000.00) aggregate.
Coverage is to be provided by insurers admitted/authorized to do business in the state
of California and approved by the AGENCY. If umbrella coverage is used it must
include drop down coverage if underlying coverage does not apply, and the umbrella
policy must have the same starting and ending date as the primary policy. Coverage is
required to be maintained for the complete duration of the AGREEMENT.
CONSULTANT agrees to provide evidence of insurance by certificates or copies of
policies.
2. For all vehicles operated by CONSULTANT to provide services under this
AGREEMENT, Business Auto Coverage under standard ISO form including symbol 1
(All Auto) auto coverage with limits of no less than one million dollars ($1,000,000.00)
and scheduled under any umbrella policy.
3. Workers’ Compensation Coverage for the statutory amounts required.
CONSULTANT agrees to waive rights of subrogation and its statutory immunity under
workers’ compensation statutes as to AGENCY. Employer’s Liability Coverage with
limits of no less than one million dollars ($1,000,000.00).
All insurance coverage required here to apply on a primary non-contributing
basis in relation to any insurance or self-insurance available or applicable to AGENCY.
CONSULTANT agrees to require subcontractors or any other party involved in the
project by CONSULTANT to carry the same insurance as required herein. Any failure,
actual or alleged, on the part of AGENCY to monitor compliance with these
requirements will not be deemed as a waiver of any rights on the part of AGENCY.
AGENCY has no additional obligations by virtue of requiring the insurance set forth
herein.
Unless otherwise approved by AGENCY, CONSULTANT’S insurance shall be
written by insurers authorized to do business in the State of California and with a
minimum “Best’s” Insurance Guide rating of “A:VII.” Self-insurance will not be
considered to comply with these insurance specifications.
In the event any policy of insurance required under this AGREEMENT does not
comply with these requirements or is canceled and not replaced, AGENCY has the
right, but not the duty, to obtain the insurance it deems necessary and any premium
paid by AGENCY will be promptly reimbursed by CONSULTANT.
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