HomeMy WebLinkAbout2011/10/04 Item 07CITY COUNCIL
AGENDA STATEMENT
~~~~~ CITY OF
~'~` CHULA VISTA
10/4/11, Item ~
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE CONTRACT WITH I
LOVE A CLEAN SAN DIEGO NOT T XCEED $70,000
ANNUALLY.
SUBMITTED BY: DIRECTOR OF PUBLIC WORKS
ASSISTANT DIRECTOR OF ENGIN
REVIEWED BY: CITY MANAGER ~- S ~
ASSISTANT CITY MANAGER ~j~
4/STHS VOTE: YES ~ NO ~X
SUMMARY
The Environmental Services Section of the Public Works Department is requesting
approval of the contract with I Love A Clean San Diego (ILACSD). ILACSD offers a
broad range of expertise in environmental education program design and implementation.
ILACSD works to promote awareness of environmental issues including resource
conservation, waste reduction and recycling, community enhancement, and pollution
prevention. ILACSD is a private 501(c)(3) nonprofit corporation. Additionally, ILACSD
provides staffing for environmental work such as used oil filter exchanges, age
appropriate classroom presentations, volunteer coordination for community clean ups,
etc.
ENVIRONMENTAL REVIEW
The Director of Development Services has reviewed the proposed activity for compliance
with the California Environmental Quality Act (CEQA) and has determined that the
activity qualifies for a Class 22 categorical exemption pursuant to Section 15322
[Educational or Training Programs Involving no Physical Changes of the State CEQA
Guidelines because the proposal consists of a request to approve a contract with a firm
that offers a broad range of expertise in environmental education program design acid
implementation involving no physical changes to the exterior of any struchires. Thus, no
further environmental review is necessary.
RECOMMENDATION
Council adopt the resohrtion.
7-1
10/4/11 Item
Page 2 of 4
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
The Environmental Services Section of the Public Works Department is requesting
approval of the contract with I Love A Clean San Diego (ILACSD). ILACSD offers a
broad range of expertise in environmental education program design and implementation.
ILACSD works to promote awareness of environmental issues including resource
conservation, waste reduction and recycling, community enhancement, and pollution
prevention. ILACSD is a private 501(c)(3) nonprofit corporation. Additionally, ILACSD
provides staffing for environmental work such as used oil filter exchanges, age
appropriate classroom presentations, volunteer coordination for community clean ups,
etc.
The Environmental Services Section bid out these services, several years ago. Two bids
were received -ILACSD and Solana Center for the Environment from Encinitas. The
Solana Center proposal included subcontracting the work to ILACSD because they did
not want Solana Center staff driving all the way from Encinitas to Chula Vista.
Additionally, the added expense of that transportation increased the bid price. The
County of San Diego bid out these services about the same time. The County reached the
same conclusion. With both jurisdictions working on the same Cype of grant program
development and promotion we have reduced costs even further through joint
development efforts.
Environmental Services continues to work with ILACSD and is requesting Council
approval of a contract for the following services, totaling a minimum of $64,590 and a
maximum of $70,000. The funding for these services does not come from the General
Fund; rather it comes from state agency grant programs: Litter Reduction Grant from
CalRecycle, and Used Oil Payment Program from CalRecycle. Additional finding
comes from the AB 939 Environmental Services Fund on the solid waste service bills.
This contract with ILACSD is significantly larger than previous years as Chula Vista is
now the lead agency for The Used Oil Payment Program - South/East Cotmty Regional
Program serving seven jurisdictions in San Diego County (Imperial Beach, Chula Vista,
National City, Lemon Grove, La Mesa, Santee, and El Cajon). The California
Department of Resources Recycling and Recovery (CalRecycle) encouragedjurisdictions
to form regional groups to pool fiords and maximize work results in the Used Oil
Program. ILACSD's work listed in the Used Oil Program includes activities requested
by the participating jurisdictions. Listed below are the summaries of the work agreements
for each program. Copies of the Agreement documents have been included as
attachments.
• Regional Used Motor Oil Recycling Program Grant Fund - (Chula Vista,
National City, Imperial Beach, Lemon Grove, La Mesa, EI Cajon, Santee),
Grant Fund Org Key 28125 = $39,820
7-2
10/4/11 Item 7
Page 3 of 4
/ School/Organization Environmental Education Presentations -
minimum of 7 maximtun of 21 within the participating jurisdictions.
Topics to cover used motor oil and oil filter recycling, storm water
pollution prevention, and additional topics requested by the Regional
Program.
/ Information booths at Car Shows -Coordinate staffing of an
information booth at two car shows per month for the participating
cities.
/ Oil filter exchange events -coordinate and staff oil filter exchange
events in the participating cities, including advertisement in the
Pennysaver, ILACSD online and press release.
/ Used Motor Oil Referral Services -Hotline 1 800 237-BLUE and
www.wastefreesd.orv
• Environmental Educatio^ Presentation to the Chula Vista Elementary
School District and the Boys & Girls of South County, Environmental
Services Fund 28120 = $15,200.
/ Environmental Education Presentation Updates -ILACSD will update
the educational presentation to be more effective, engaging, and
inspiring; add new topics such as composting of organic materials,
energy and water conservation
/ Environmental Education Presentations - 30 presentations at Chula
Vista schools/organizations
/ Environmental Education Afterschool Program -four week after
school program to attendees of the South County Boys and Girls Club,
Chula Vista location. Four part program to include waste reduction,
recycling, composting and Household Hazardous Waste.
Beautify Chula Vista Day -coordination and outreach assistance for litter
clean up event, Litter Reduction Grant Fund Org Key 28111 = $9,570.
I Love a Clean San Diego will
/ Attend planning meetings
/ Update Beautify Chula Vista Day website
/ Solicit in-kind donations through local vendors
/ Manage volunteer online registration and follow up with large groups
/ Assist in defining teams and work areas
/ Market event through ILACSD volunteer base and media contacts
/ Con-espondence with volunteers
/ Outreach to local community groups, schools, and places of worship
to recruit vohmteers
/ Manage onsite registration and volunteer checlo-in
/ Assist with recruiting team leaders
/ ILACSD to provide onsite assistance as needed, e.g. food service,
raffles, etc.
/ Use of ILACSD vehicle and driver at event to support trash bag
pickups throughout the event
7-3
10/4/11 Item~_
Page 4 of 4
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500 foot rule found in California Code of
Regulations section 18704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
There is no current year fiscal impact to the General Fund as a result of this work. Funds
are part of state grants and the AB 939 fund, which provide full funding for these
activities.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact to the General Fund as a result of this work. Funding
for this work will be grants and the AB 939 fund. All grant activities will be fully funded
through out the term of the Agreement and will not require General Funds.
ATTACHMENTS
I Love A Clean San Diego Agreement
Prepared by: Lynn France, Ei2vironmental Services Program Manager, Public Worlcs Department
K iPUBL/C WORKSIAGEND,41CAS207 /V 0-04-/ACAS - /LCSD contract approval.doc
7-4
RESOLUTION 2011-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE CONTRACT WITH I LOVE
A CLEAN SAN DIEGO NOT TO EXCEED $70,000
ANNUALLY
WHEREAS, this Agreement involves work to be performed in connection with the City
of Chula Vista's AB 939 Waste Diversion and Recycling programs; to include public education
and outreach to community groups, schools, youth organizations and general public; and
WHEREAS, this Agreement involves work to be performed in connection with the
Regional Used Motor Oil and Oil Filter Recovery and Recycling Programs, for the cities of
Chula Vista (as Lead Agency), Imperial Beach, National City, Lemon Grove, La Mesa, El Cajon,
and Santee; and
WHEREAS, this Agreement also includes work to be performed in connection with the
City of Chula Vista's Beverage Container Recycling and Litter Reduction Grant Program; and
WHEREAS, I Love A Clean San Diego was one of two organization to respond to a bid
process and the other bidder subcontracted the work to I Love A Clean San Diego; and
WHEREAS, I Love A Clean San Diego warrants and represents that it is experienced and
staffed in a manner such that it can deliver the services required of Consultant to City in
accordance with the time frames and the terms and conditions of this Agreement; and
NOW, THEREFORE BE IT RESOLVED THAT the Ci[y Council of the City of Chula Vista
does hereby approve the contract with I Love a Clean San Diego not to exceed $70,000 annually.
Presented by
Richard A. Hopkins
Director of Public Works
Approved as to form by
_,~ . ,-.
%',
Glen R. Googi s > `z "~ 7 ti
City Attorney
7-5
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
.~.-- _~,
_~~,~
c~~.= ~,
Ci'-
Glen R. Googins
City Attorney
Dated: i' ` ? i -~ ~ ~
AGREEMENT BETWEEN
THE CITY OF CHULA VISTA, AND
I LOVE A CLEAN SAN DIEGO
7-6
Agreement between
City of Chula Vista
and
I Love A Clean San Diego
To Provide School and Community Presentations, an Information Hotline and Event Work
For the
AB 939 Waste Reduction and Recycling Program,
Used Motor Oil and Oil Filter Grant and Payment Programs
And
The CalRecycle City/County -Beverage Container Recycling and Litter Reduction Funds.
This agreement (Agreement), dated July 1, 2011 for the purposes of reference only, and
effective as of the date last executed unless another date is otherwise specified in Exhibit A to
this Agreement (Exhibit A), Pazagraph 1, is between the City-related entity whose name and
business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose name,
business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4
through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS, this Agreement involves work to be performed in connection with the City
of Chula Vista's AB 939 Waste Diversion and Recycling programs; to include public education
and outreach to community groups, schools, youth organizations and general public; and
WHEREAS, this Agreement involves work to be performed in connection with the
Regional Used Motor Oil and Oil Filter Recovery and Recycling Programs, for the cities of
Chula Vista (as Lead Agency), Imperial Beach, National City, Lemon Grove, La Mesa, EI Cajon,
and Santee; and
WHEREAS, this Agreement also includes work to be performed in connection with the
City of Chula Vista's Beverage Container Recycling and Litter Reduction Grant Program; and
WHEREAS, I Love A Clean San Diego was one of two organization to respond to a bid
process and the other bidder subcontracted the work to I Love A Clean San Diego; and
WHEREAS, I Love A Clean San Diego warrants and represents that it is experienced
and staffed in a manner such that it can deliver the services required of Consultant to City in
accordance with the time frames and the terms and conditions of this Agreement.
NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
Page 1
Two Pnrty Agreement Between GTy ojGrula Vista and I Love A Clean San Diego
to Conduct "sdmn[ and conemuniry presenfatfcns. 6rfonnntion Ho[line and Evenf Work for' i8 939 Wasie Reducton and Reccc(ing
Program. Csed Nucor Di[ and Oil Fester Gann and Payment P:rograr~ mk[ Uee Beverrrgr Cmsiuiner and Liner Reductiorz Grant Furuls.
ARTICLE I. CONSULTANT'S OBLIGATIONS
A. General
1. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 (General Duties).
2. Scope of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be refesed to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, terminate this Agreement.
a. Reductions in Scope of Work. City may independently, or upon request from
Consultant, from time to time, reduce the Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, City and Consultant agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with the reduction.
b. Additional Services. In addition to performing the Defined Services, City may
require Consultant to perform additional consulting services related to the Defined
Services (Additional Services), and upon doing so in writing, if they are within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No GVaiver of Standard of Care. Where approval by City is required, it is understood
to be conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standards, and liability for damages
caused by negligent acts, errors, omissions, noncompliance with industry standards,
or the willful misconduct of the Consultant or its subcontractors.
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
Page 2
Two Party Agreement Between City of Chuln Pinta and / Love A Clean Snn Die; o
to Condurl "school and wmmemiry presenfa[ians, /nformation Hotline rznd Event Work for AB 939 Wastz Reduction and Recycling
Pragrnm, bsed,Ylator Oil attd Oi[ Filter Graat nud Pgrment Pro, rams mid the Bevernge Coataiaer and Latter Reduc[iart Graut Furzds. "
7_8
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
c. WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply separately to this
completed Project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
Page 3
Two Party Agreement Between City ojChutn Psta and I Love A C[enn Snn Diego
to Cnnducr "scltool and rommunity presentations, Information HodLne and Event WarkfarrlB 939 4Ynsie Reduction and Recvcling
Pra,, ram. C'sed _YLomr OdL aad Od Filter Grurn and Payment Prngr¢ryls ~n~(tfle Beverage Cnnta(ner wed Litter Rrductinn Grnnt Fun<Ls.
ii. Automobile
Liability: $1,000,000 per accident for bodily injury, including death, and
property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each em to ee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability azising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly sepazate from the insurance of the
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
Page 4
Two Parry.4greemenf Befween City of Chula Vista and 7 Love A Clean Snn Diego
to Conduct "sclwal and eommuniry presentations, rn/ormatinn Ho[line and Event 6Vnrk for Ala 939 Wnsie Redue6ou and Recycling
Program. Csed Nomr G'i( and Di! Filter Gratat and Pu~~mext Pro;rams and the Beverage Container and Liuer Redeietion Grnnt Funds. "
7-10
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five yeazs after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five yeazs after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section I.C. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
Page 5
Two Parry A,;reement Between Ciry of Chula l~isfa and I Love A Cfean Snn Diegn
to Conduct "sckool and community presentattans, Gefnrmntion Hotline and Evertt Warkfar AB 939 Was[e Reduction and Reeye[in~
Pro~rmit Csed Ylnmr Dd and Dil Filter Grant and Payrrtent Prn3ru~s ~~tGe Beverge Container artd Litter Reduetimt Grant Funds. °
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish sepazate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performance
Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Performance Bond (indicated by a check mark in the
parenthetical space immediately preceding the subparagraph entitled "Performance
Bond"), then Consultant shall provide to the City a performance bond, in the amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Department of Treasury Circular 570,
http•//www.fms treas.eov/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the paeenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attomey which amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Pazagraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mark in the parenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Consultant shall provide to the City such
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attorney.
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
Page 6
Two PmTy Agreement Between City of Chuln Vistn and l Lave A C[enn Snn Diego
io Cartducf "school and community presentations, Information Hnt[ine and Event Work for AB 739 Was[e Reduction and Recvc[ing
Program. Csed .4lotor Di[ and Di! Fifer Craut and Payment Programs mid ?he Beverage Cornanter and Lister Re<htetiort Grant Funds. "
~-12
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Followine Recut of Billing. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing
compensation relationship indicated by a "checkmark" next to the appropriate
arrangement, subject to the requirements for retention set forth in Paragraph 18 of
Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in
Exhibit A, Paragraph 11.
2. Supnortina Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) arising out of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater than would have
resulted if there were no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Pavment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project cost does not constitute a City final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
Page 7
Twa Pnrty Agreement Between City of Chn[n Vista nnd7 GoveA Clenn Snn Diego
to Condnei "cchoo[ and mmmuniry presentations, Irefiirme¢ion Xadine and Event LG"nr/rjor dB 939 Wusie Rednetion and Recycf[ng
Pro, rnm. L"sed :Yfator Oi[ rued 01( Fi(ter Grmn «nd Pgvment Pragro~is ~erjthe Bevernge Cmn¢iner mM Linvr Red¢etion Grnnt Femds.
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consadtant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
1. Consultant is Desienated as an FPPC Filer. If Consultant is designated on Exhibit A,
Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the
purposes of the Political Reform Act conflict of interest and disclosure provisions, and
shall report economic interests to the City Clerk on the required Statement of Economic
Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
3. Search to Determine Economic Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Consultant does not, to the best of Consultant's knowledge, have an
economic interest which would conflict with Consultant's duties under this Agreement.
4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
Page 8
Two Parry Agreement Between City of Chula ~ist« «nd I Love A Clean S«n Diego
to Conduct "school mrd cammwtiry presenmtions, Information Hotline and Event WorkJor AB 939 Wraste 2educnon and Recycling
Program, Cs ed Yfotor Oil and Oil Pi(ter Grant and Pavmeut Programs ~o~d 1he Beverage Conariner and L[aer Reduction Gr««t Ftuzds. '
7-14
5. Dut~o Advise of Conflicting Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Aeainst Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
d. Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party that may be in conflict with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Pazagraph 13.
1. Estimating_Damaees. It is acknowledged by both pazties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to azrive at a reasonable
amount to compensate for delay.
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Pazagraph 13 (Liquidated Damages Rate).
Page 9
15va Party .4greement Between Ciry ojCku[a Psta and r Love A Cienn Sun Diego
to Conduct "se/tool med eammuniry presentationo', Lrformation Hotline and L'venr Work forAB 939 Wnste Reduction and Recycling
Ptrogrnm, L'sed Motor Dit and Oil Filter Grant and Paymetn Arogr~s <~tQlhe Bevernge Cmnainer and Litter ?te<(uction Grnnt Funds. '
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embazgoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner azising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) azising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third party.
2. Design Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
Page 10
Two Parry Agreement Between Ciry of Chufa Vista and I Love A Clean San Dlego
to Conduct "scleoof ~md comm~miry presentattons, Information Hod[ine and Event Wnrk for dB 939 Waste Reducfron nttdRecycfing
Program, Cszd blator Oi[ ¢nd OlL Filter Gram and Payment Prr~grurus mid t/~e 8tvernge Container mid Liner 2t~G~ctina Grant Funds.
7-~6
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections A.1. and A.2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. Constiltant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
City, become the property of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Constiltant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfinished documents and
other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this paragraph,
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
Page 11
Two Puny Agreemen! Between City ofChtda Vista and 7 LoveA Clenn Snn Diego
m Condncf "school mid cantmuniry present<u'ions. 6?lormatinn Hotline and Event Workjor.IB 939 LPaste Reduction m:d Recycling
Program, L"sed 4fomr Oi[ and Oi[ Filter Grcua and Pnvnzent Prq, 'ams mid the Beverage Container ¢nd Liaer Reduction Grartt Fends. '
7-17
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may require.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant aze personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
1. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
"Permitted subconsultants."
Page 12
Two Party Agreement Between City ojChuln Vista and I Love A Clean Snn Diego
m Conduct "sclaoo[ and community presentations, bxformatian Kodine and Event Gvork forAB 939 Waste Reduction and Recycling
Pr~a,;ranr, Used .Kotor Oil and Oil Filftr Grant and Payment Pr~ogmvns ut:d flee Beverage Caaminer and Litter Reduction Groat FumLs. "
7-18
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any. such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's work products. Consultant and any of the Consultant's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees are entitled including but not limited to,
overtime, retirement benefits, worker's compensation benefits, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Consultant shall be solely responsible for the payment of same and
shall hold the City harmless with regard to them.
1. Actions on Behalf of City: Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that it's agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
Page 13
Twa Party A~reemen7 Between Ciry of Gw]n Vista and l Love A Clears Snn Dieu
to CnnAuct "school and community presenfations. L+formntion Hotline and Event Wm'k jor AB 939 Waste Redncdon anARecvcling
Program. GseAb[otor Di[ and Oil Filter Grant and Fqi-nzent Prngn~ns ~a~0ee Beverage Container and Litter Reduction Grunt Fonds. '
E. Administration of Contract. Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awazded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepares a report or document, or
pazticipates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Consultant and/or is principals is/are licensed with the State of California or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals aze licensed real estate brokers or salespersons.
J. Notices. All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any pazty
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
amended, modified, waived or dischazged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Any action arising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
Page 14
Trva Parry Agreement Between City ojChu[a Vista nnd! Love A Clean Snx Diego
to Cnnduc[ "school nnd ronam¢anity Presentnliony Information Hotline nnd Event Workjor AB 939 Wrrsie Reductton and Recycling
Pro~runa. L'szd ~lo(ar Oi! and Od Filter Grant mad Payanent Pro_;ranss m:d the Beverage Container and Liner Reduaflon Grant Funds "
~-20
(End of page. Next page is signature page.)
Page 15
75vo Parry Agreemen! Between Ciry of C7uda Vista and 7 Love A Clean Snn Diego
to Canrhmt "school and community presertmtions, /reformation Hotline and Event Workjor AB 739 LYaste Reducflon and Reeyclin;
Pro„rmn. Csed Yloior Od and Oil Filter Gantt and Ptrvment Prngrlyrts ytr~ the Bevern,~e Container and Litter Re~fuction Ci'nnt Funds. '
Signature Page
to
Agreement between
City of Chula Vista and
I Love A Clean San Diego,
To Provide School and Cotnmunity Presentations, an information Hotline and Event Work
For the
AB 939 Waste Reduction and Recycling Program,
Used Motor Oil and Oil Filter Grant and Payment Programs
And
The CalRecycle City/County -Beverage Container Recycling and Litter Reduction Funds.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City of Chula Vista
By:
Suzanne Brooks
Sr. Procurement Specialist
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Dated:
I Love a Clean San Diego,
By~ _- °~j! / ! ILL/-~t~A'l.
Pauline Martinson,
Executive Director
Page 16
Two Party Agreement Be(ween City of Cku[a Vista and I Love A Clenn San Diego
to Condacf °schao[ med community presentations, Lxformntiott No[[ine mtd Event Work for AB 939 Waste Redaction and Recycling
Pro„ram. Gsed Ylotor Oil and Oi[ filter Grunt and Paymenl Prngrafns and ,(ee B~~erage Container mid Litter Rednttiort Grant Furnls. '
7-22
Exhibit List to Agreement (~ Exhibit A.
Exhibit A
to
Agreement between
City of Chula Vista
and
I Love a Clean San Diego
1. Effective Date of Agreement: July 1, 2011 through June 30, 2013, with three, one-year
extensions.
2. City-Related Entity:
(D )City of Chula Vista, a municipal chartered corporation of the State of California
ORedevelopment Agency of the City of Chula Vista, a political subdivision of the State of
California
OIndustrial Development Authority of the City of Chula Vista, a
OOther:
(City)
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
I Love A Clean San Diego
2508 Historic Decatur Road Suite 150
San Diego, CA 92106
5. Business Form of Consultant:
OSole Proprietorship
( )Partnership
(D) Corporation- 501 (c) (3) non-profit
a [insert business form]
Page 17
Two Parry Agreement Between Clty of Chitin 4'istn and L Lnve A Cdean San Diego
m Conduct "school anti rommuniry presentations. L jtrmation Hotline anti Evertt Wnrkfor ,4B 939 LYaste 3educdon and Reeyelu:g
Program, Gsed YC~tor Oi[ nnrl Oil Filter GrnM mid Payment Progru~s ~gdJhe Beverage Cnntniner mid Liner Reduetior+ Grant Funds. '
6. Place of Business, Telephone and Fax Number of Consultant:
2508 Historic Decatur Road Suite 150
San Diego, CA 92106
Phone: (619) 291-0103
Fax: (619) 298-1314
7. General Duties:
Public education and outreach per the terms and of the attached Scopes of Work and the
corresponding grant agreements.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
See attachments to Exhibit A
B. Date for Commencement of Consultant Services:
(Q) Same as Effective Date of Agreement -This Agreement will be in place for two
years with three, one year extensions. Annual rate adjustments will be equal to the annual CPI
adjustment for San Diego.
()Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. 1: Provide Study Area Memo to City for review 21 business days from
Effective Date of Agreement.
Deliverable No. 2: Provide a draft memorandum to the City stating the
intersection/segment LOS results 45 days from Effective Date of Agreement.
Deliverable No. 3: Provide five (5) copies of the Draft Report to the City for review and
comment twelve weeks from Effective Date of Agreement.
D. Date for completion of all Consultant services: Fifty two (52) weeks from
commencement of Consultant Services.
9. Materials Required to be Supplied by City to Consultant:
10. Compensation:
A. OSingle Fixed Fee Arrangement.
Page 18
Twa Parry Agreement Bebveen City of Chida Pisda nnrf I Love A Cienn San Diego
to Conduct "sc/too[ and community presen[atlons. [nformation Kodine and Event W"ork for AB 939 Waste Reducamt and Recycling
Program, L'sed YPomr Oil muf Oi[ Filter Grmaf and Puymenf Programs and flee Beverage Cantruner and Litter Reduction Grant Funds. '
7-24
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount:
Milestone or Event or Deliverable
payable as follows:
Amount or Percent of Fixed Fee
O 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. OPhased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Consultant as to said Phase.
Phase
1.
2.
Fee for Said Phase
O 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
Page 19
Two Party Agreement Bedveex Ciry of Chula Ylsta and l Lnve A Ctean San Dtego
to Conduct `school and cammuniry presen[atians, Information Ho[[ine nnA Event Work for AB 939 Waste Reduction and Recycling
Program Csed YLttor Oil ~md Di1 Filter Grant and Payment Prrogrruns and the Beverage Container mrd Litter Redtretian Grm:d Funds. '
7-25
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 18 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. OHourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule herein below according to the
following terms and conditions:
(1) (~ Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $70,000 per fiscal year, including
all Materials, and other "reimbursables" (Maximum Compensation).
(2) OLimitation without Further Authorization on Time and Materials Arrangement
At such time as Consultant shall have incurred time and materials equal to
$ (Authorization Limit), Consultant shall not be entitled to
any additional compensation without further authorization issued in writing and approved
by the City. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and expense. See Exhibit B for wage rates.
( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
ONone, the compensation includes all costs.
O Reports, not to exceed $
Cost or Rate
Page 20
Two Petty Agreement Between Ciry of Chula (~isfa and 7 Love A Clean San Diego
to Conduct "school and wmmuaity presentntions, Injormatiort Hofline mtd Event W'orkfor 98 939 VYaste Reduction and Recycfing
Pro; ram, Lsed Yfolor' Oi[ mad Oil Filter Crmd nn<( Payment Programs mid the Beverage Container and Liner Reduction Grant Funds.
7-26
O Copies, not to exceed $
O Travel, not to exceed $
O Printing, not to exceed $
O Postage, not to exceed $
O Delivery, not to exceed $
O Outside Services:
O Other Actual Identifiable Direct Costs:
not to exceed $
not to exceed $
12. Contract Administrators:
City: Lynn France, Environmental Services Program Manager
276 Fourth Ave, Chula Vista, CA 91910
619 585-5790 direct line
lfrance@chulavistaca. gov
Consultant: Pauline Martinson, Executive Director
2508 Historic Decatur Road Suite 150
San Diego, CA 92106
13. Liquidated Damages Rate:
O $-
OOther:
per day.
$
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code (Chula Vista Municipal Code chapter 2.02):
ONot Applicable. Not an FPPC Filer.
O FPPC Filer
OCategory No. 1. Investments, sources of income and business interests.
OCategory No. 2. Interests in real property.
OCategory No. 3. Investments, business positions, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
()Category No. 4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of
real property.
Page 21
Twa Party AD Bement Betweett Ciry of Chada Asia and L Love A Clenn San Diega
to Conduct "school and community presentations, fnformaliorx Hndine mxd Even[ Work for,18 939 Waste Reduction and Reeyc[in~
Program. Lsed Y(otor Oi[ and Oi! Fiftn' Grmu mid Payment Pr „rams and the Beverage Cnre¢tiner mrd Litter Reduction Grrznt Funds.
7-27
OCategory No. 5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
Vista or the City's Redevelopment Agency to provide services, supplies, materials,
machinery or equipment.
OCategory No. 6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
OList Consultant Associates interests in real property within 2 radial miles of Project
Property, if any:
15. OConsultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
(D) Monthly
( )Quarterly
OOther:
B. Day of the Period for submission of Consultant's Billing:
OFirst of the Month
( /) 15th Day of each Month
OEnd of the Month
OOther: _
C. City's Account Number. [TO BE ASSIGNED]
18. Security for Performance
Page 22
Two Parry Agreement Between City of Chula r'isfa and rLoveA Clean Srtn Diego
m Candaet "school and community presentations. lnformatian Hotline mxd Event Wark for AB 939 Wnsie Reduction mid Reeyclirxg
Fragrant C'sed Ylator Oil artd Oil Filter Gttrrtt raid Pat=mesa Prngmms and ¢he Beverage Corztnirter and Litter Reduetimt Greta Funds. '
~-28
Performance Bond, $
Letter of Credit, $_
)Other Security:
Type:
Amount:
ORetention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Consultant sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occurred:
( )Retention Percentage: 10
ORetention Amount: $
Retention Release Event:
( ) Completion of All Consultant Services
( )Other:
Page 23
ZSuo Patry Agreement Between Ciry of Clw[a Vfsta and ! Lave A Clenn San Dfego
to Conduce "school artd commwtity p~esernntions, [nJormntiott Hotline mssl Event Workfor.dB 939 Waste Reshiction and Recyclin,
Program. Csed Ylotor Oil and Oil Filler Grmu and Przcment Progr~~u_r{q~(,Uie Beverage Contriiner and Latter $eductiofe Grant Funds.
Attachments to Exhibit A
Scope of Work for Used Oil Program
AB 939 Education Services
Beautify Chula Vista Events Program
Page 24
Two Parry Agreement Between City of Chula ~sfa and / Lave A Clean San Diego
to Conduct "sclmo[ mid community presentminns. Lnfornuuion Hotline and Event VYork for 96 939 Wasfe Reducaion and ftecyKdug
Program L'sed Ylamr Oi[ ¢nd Oil Filter GrmII and Pgcrnent Progrnms andthe Beverage Cnnaniner and Liner Reducflon Grant Fureds.
7-30
f LOVE A
~~~~~
SAN alEG4
tiSED OIL Ot`TREACH SEAVCICES FOR
SOIFTH BAY AND EAST COliNTY USED OIL PROGR-LEI
PROY'IDED B PI LO tiE.4 CLE41' S_41ti'DIEGD
Scope of `Cork
1. R'ORIi PERIOD
duly 1, 2011 to June 30, 2012
2. DELIVERABLES
o Environmental Education Presentations: I Love A Clean San Diego will mazket,
schedule, and deliver a minimum of seven and a maximum of 21 presentations at
schools andJor organizations in the Cities of Chula Vista, La Mesa, Leuron Grove,
Santee, EI Cajon, liugerial Beach, and National City. Topics discussed in
presentations will include used motor oil and oil filter recycling, stamp water
pollution prevention, and additional topics requested by the Cities.
Cast: 7 presentations at 53801presentation = S2,560
Additional presentations to be billed individually
(Presentation fee inclusive of marketing, presentation materials, equipment,
staff time, mIleage, copies, printing, faces, administration, and monthly
invoicing)
o :attendance at Car Shoe- Events: I Love A Clean San Diego will coordinate the
staffing of two car shows per month for the cities of La Mesa, Santee, Chula Vista,
and El Cajon from the period of July tlzrough September. ILACSD staff will
dissenvnate used oil information vrd other giveaways as provided by the Cities_
Cost: 24 events at 547glevent = 511,400
(Event fee inclusive of equipment, staff time, mileage, copies, printing, faces,
adminish•ation, and monthly invoicing)
o Oil Filter Ezchange Events: I Love A Clean San Diego will schedule, coordinate,
and staff oiF filter exchanges in the Cities of Chula Vista, El Cajon, Lemon Grove,
Santee, La Ivlesa, and National City. Fee includes one Pennysaver ad purchase,
flyers, ILACSD online advertising, and press release. Filters to be provided by the
City of Chula Vista.
Cost: 6 Events at 52,5001event= Sl_5,000
(Event fee inclusive of coordiuatton, scheduling, staff hours, mileage, copies,
printing, faces, administration, and monthly invoicing)
o t sed 3Iotor Dil Referral Services: I Love A Clean San Diego (II,ACSD) will
provide quality referral information to the residents of Chula Vista, National City,
Imperial Beach, La Mesa, Lemon Grove, Santee, and EI Cajon residents and
businesses inquiring about used motor oil and filter recycling options in these cities
Prepared by CG Sr24J11
to Conduct ~schoo[ and community presentntions, b~formation Hotline and Event Warkfar.~B 939 GYaste Reduction and Recycling
Program, Eyed Ylotor Oi[ nod Oil Filter Grant ma! Pnvment Programs and die Beverage Cwnainer ~md Liiter Rednetioe Grmet Funds.
7-31
through its bilingual Recycling Resource hotline and database. ILACSD will update
the used motor oif and filter referral information for these cities on an armual basis.
In addition, ILACSD will provide quarterly reports detailing all refemis received for
motor oil, oil filter recycling from each city. IhACSD wlFl also promote this service
to the resideuts of these cities at its events.
In addition, these cities may use the Information Center number, 300-237-BLUE
(3583} and the online database URi., wlrtiv_wastefreesd.org, on its City publications
and websites.
Cost: 510,760
3. COST
Total cost of sers~ices: 539,8?0.00 to be biQed in 12 installments of 53,313.33 per month-
~ -~' ZO//
Chula Vista Representative
Page 26
T1vo Party Agreement Between Ciry of Chuln ~istu and L Lave A Cdenn Snn Diego
to Conducf "sdraol and community presentations, [nformution Kot[ine and Evetrf Work far AB 939 Waste Reducfron and Reeycffug
Progrnrn, L'sed ;YIolor Oi[ and Oi[ Fitrer Grunt and Pavnfenl Po~ogran~s mx! t6e Btverage Can(niner and fitter Reductiwi Crnni F«nds.
7-32
I LOVE A
~~~
SAN DIEGO
E\VIItO\3IENT_~L. EDtiCATIO\ SERVICES FOR THE
CI'T'Y OF CHIILA VISTA E~\TROtii11ENTAL. SERV ICES DEP~IRT\IE\T
PROVIDED BYI LOYE A CLEAN\' S.~M1'DIEGO
Scone of Work
1. \FORIS,PERIOD
July L, 2011 to June 30, 2012
2. DELI\'ER4BLES
Environmental Education Presentations: I Love A Clean San Diego will market,
schedule, and deliver a mini,num of 30 presentations at schools and'or organizations
in the City of Chula Vista. Topics discussed in presentafions will include used motor
oil and oil filter recycluig, waste reduction and recycling, storm water pollution
prevention, and additional topics requested by the City.
Cost: 30 presentatimts at 5340; presentation = 510,200
(Presentation fee inclusive of marketing, presentation materials, equipment,
staff titne, mileage, copies, printing, Eases, administration, and monthl}'
invoicing)
o Environmental Education Presentatiou tipdates: I Love A Clean San Diego will
update the current education presentation to be more effective, engagiag, and
inspiring, as well as add additional topics as requested by the City of Chula Vista.
Possible additions include composting, energy, and water conservation
Cost: 51,000 (approximately 20 Hours)
Environmental Education After-Schao7 Program: ILACSD will market, schedule
and deliver an aRer-school program to the attendees of the Sotdh Bay Boys and Girls
Glub. Au engaging fow part program focusing on waste reduction, recycling,
composting, and Household Hazardous waste. The prod am will feature hands on
activities and greater in- depth leanung and uuderstanding of these important topics.
Cost: 4 week program = 54,000
(Program tee inclusive of marketing, curriculum updates, supplies, presentation
materials, equipment, staff time, mileage, Copies, prinfing, taxes, atlministration,
and monthly invoicing!
Created CG 5,'20(11
Page 27
Twn Party Agreemenf Between City of Chuln Vista and ! Love A Clean San Diego
to Conduct "sc/cool and comrnuniN presentations. Information Hotfine and Event Work fir A B 939 Waste Reduction and Recycling
Program. Gsed Yfotbr Oi[ and Oil Filter Gann and Pnyme,¢ Progr~ s ~r~the Beverage Conminer mid Litter Reduction Grant Fiends.
3. COST
Total cost of seru7ces: 515,200.00 to be billed in 12 installments of S1,266.67 per month.
I LOVE A
~~~~
SAN QIEGO
2508 Historic Decatw Road, Suite 150. San Diego, CA 92106
Phone: (61912914103 Pax: (6191298-7314
www deanstl.orn
fiEAUTIPY CHULA VISTA DAY
2011 SCOPE OF WORK
t. Event Information
Date: Saturday, October 15" or Saturciay, October 22"", 2011
Location: Harborside Park
Expected Attendance: 500 -1,000 volunteers
2. Event Background
t Love A Clean San Diego and the City of Chula Vista have partnered to host the annual Beaufify Chula Vista Day since 2006.
The event has grown substantially in the past five years, and additional program elements including web based registration have
been added to help streamline the event Since ILACSD became involved in BCVD, approximately 3,150 volunteers that have
collected over 11,240 pounds of debris, stenciled approximately 204 stone drains, and planted mwe than 140 trees.
3. Deliverables
I Love A Clean San Diego will vrork with the Ciry of Chula Vista Mayor's Office and Department of Public Works to coordinate the
event. ILACSD`s responsibilities vnll indude:
• Attend planning meetings and corespond with the City of Chula Vista
• Update BCVD website throughout the year and clear registrations in preparation for 2011 event
• Help to solicit sponsorship of in kind donations through local vendors
• Manage volunteer registration through website and make follow up calls to large groups
• Assist to define volunteer tearrts & work areas with Public Works Department
• Attend site visit to assess logistics
• Market event through ILACSD volunteer base and media contacts
• Volunteer mnespondence regarding event
• Conduct outreach to local community groups, schools, and places of worship to recuit volunteers
• Manage registra5on and coordinate volunteers at fhe event
• Help to provide Geanup supplies for event rf needed
• Assist to recruit team leaders
• ILACSD staff to assist with other tasks as needed at the event e.g. food service, raffle drawing
• Use of ILACSD vehicle and driver at event to assist with litter pick ups
4. Costs
ILACSD Personnel
Pre and post event coordination $s,aao
Event staff (8 ILACSD staffl $2.,640
Expenses
Website hosting & maintenance $ 200
Staff mileage $ 250
Prints, copy, admin $ 100
TOTAL COST: 59,570
5. Involeing
Total cast of scope will be invoiced over five months (August -December) at a rate of $1,914 per month
C-/-~/ ~t~-~ Date: _~v ~l
Signature:
City of Chula Vista Representative
Page 28
Two Parry Agreement Between City of Chinn Vista nor! I Love A Clean Snn Diego
m Contbrel "school and community presentntions, Information Hot[irre and Event Work for AB 939 Wnste Reduction and Recycling
Prn;rum, Gsed ltumr 0i1 and Oil Filter Grant nnrl Pgvnaent Progranss and the 8evernge Container and Liner Reduction Grnnt Funds. '
7-34