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Resolution No. 93331 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9333 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND KEVIN SALES, DBAKJ SERVICES, RELATING TO 2007/2008 GRANT PROGRAMS WHEREAS, on May 21, 2007, the City Council of the City of Vernon adopted Resolution No. 9326 approving an application for 2007/2008 Beverage Container Recycling and Litter Reduction Grant under the California Beverage Container Recycling and Litter Reduction Act; and WHEREAS, on May 7, 2007, the City Council of the City of Vernon adopted Resolution No. 9309 approving an application for 2007/2008 Used Oil Block Grant under the California Oil Recycling Enhancement Act; and WHEREAS, KJ Services has provided services to the City in the past relating to the implementation and administration of the Used Oil Block Grant and the Beverage Container Recycling and Litter Reduction Grant programs in the City in compliance with the State mandated AB 939 flaw; and WHEREAS, as a result of KJ Services' past services to the City, it should be able to in a more efficient and effective manner provide the services now required by the City; and WHEREAS, by memo dated May 23, 2007, Lewis Pozzebon, Director) of Health & Environmental Control, recommended that an agreement with KJ Services be approved for fiscal year 2007-2008; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of r 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with KJ Services for grant management services to enhance services provided to the Vernon community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CIT) OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true an correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement For Professional Consulting Services, in substantially the same form as the copy which is attached hereto and incorporated by reference as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to transmit one fully executed Agreement to: KJ Services Attn: Kevin Sales 9020 Hornby Avenue Whittier, CA 90603 - 2 - at I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 5th day of June, 2007. DU ST: ELA GI N, City Clerk 2 Name: LEONIS C. MALBURG Title: Mayor / XKWJ=XUW-XTUXX - 3 - 1 2 3 4 5 -6 7 8 9 10 11 12 13 14 15 16' 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9333, was duly adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Tuesday, June 5, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. MANUELA GI ON, City Clerk (SEAL) - 4 - EXHIBIT AV 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this day of June, 2007, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a Municipal Corporation (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, California 90058 AND KEVIN SALES, dba KJ SERVICES (hereinafter referred to as "Consultant") 9020 Hornby Avenue Whittier, California 90603 WHEREAS, a 2007/2008 Used Oil Block Grant, under the California Oil Recycling Enhancement Act was authorized by Resolution No. 9309 on May 7, 2007; and WHEREAS, a 2007/2008 Beverage Container Recycling and Litter Reduction Grant under the California Beverage Container Recycling and Litter Reduction Act was authorized by Resolution No. 9326 on May 21, 2007; and WHEREAS, the City desires to retain the services of a consulting firm to provide expertise in implementing and administering the Used Oil Block Grant and the Beverage Container Recycling and Litter Reduction Grant programs in the City in compliance with the State mandated AB 939 law; and WHEREAS, Consultant has provided such services to City in the past and has specialized knowledge and experience in the management 1 and implementation of AB 939; and 2 WHEREAS, Consultant submitted a proposal to the City dated 3 May 21, 2007 (the "Proposal") which includes a description of proposed 4 services and a cost proposal; and 5 WHEREAS, Consultant is willing to render such professional 6 services as hereinafter defined. 7 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 8 FORTH HEREIN• 9 1. SCOPE OF SERVICES. 10 Consultant shall perform all requested services in their 11 entirety as outlined in its Proposal which is attached hereto and 12 incorporated by reference as Exhibit A. 13 The services to be performed by Consultant for the Used Oil 14 Block Grant as outlined in the Proposal are as follows: Task 1 - 15 Community Outreach; Task 2 School.Outreach/Year 2008 Used Oil Artwork 16 Contest and Poster; and Task 3 - Grant Administration and Project 17 Management. 18 The services to be performed by Consultant for the Department 19 of Conservation Recycling Grant as outlined in the Proposal are as 20 follows: Task 1 - Earth Day Recycling Competition at Vernon City 21 School; Task 2 - Litter Abatement Program; and Task 3 - Grant 22 Oversight and Administration. 23 It is understood and agreed that in the event of a conflict 24 between the Proposal and this Agreement, the terms of this Agreement 25 shall prevail. 26 2. TIME OF PERFORMANCE. 27 The term of this Agreement shall begin on July 1, 2007 and 28 shall end on June 30, 2008, unless otherwise terminated or extended. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. COMPENSATION. A. Fee for Services -Used Oil Block Grant. City shall compensate Consultant, for the services performed in connection with the Used Oil Block Grant under this Agreement, a total sum not to exceed Five Thousand Dollars and No Cents ($5,000.00). B. Fee for Services-DOC Recycling Grant. City shall compensate Consultant, for the services performed in connection with the Department of Conservation ("DOC") Recycling Grant under this Agreement, a total sum not to exceed Five Thousand Dollars and No Cents ($5,000.00). C. Other Expenses. Other expenses may be billed but only if such other expenses have been given advance approval in writing by the City Administrator, or his designee. Such other expenses include, but are not limited to, air fares, hotels, motels, video and subcontract charges. 4. METHOD OF PAYMENT. Within thirty (30) days after the last day of any month in which services have been performed or costs incurred hereunder, the Consultant shall submit an invoice to the City stating the amount due to the Consultant. Invoices shall contain an itemization of the tasks and subtasks performed, directly related job expenses, subcontractor charges incurred by the Consultant for which compensation is due, and an estimate of the percentage completed for each milestone, task or subtask. Consultant shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 approval of the invoice shall riot be unreasonably withheld. 5. INDEMNITY AND INSURANCE. A. Indemnification. Consultant shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, out of the negligent or wrongful acts of Consultant or its subcontractors, employees or agents in the performance of services under this Agreement, except to the extent arising from or caused by the sole active negligence or willful misconduct of the City, its officers, agents or employees. B. Insurance. Prior to commencing work hereunder, the Consultant shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth in the Insurance Schedule attached hereto as Exhibit "B" and made a part hereof by reference. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. If Consultant fails to provide proof of insurance coverage as specified above, City may, at its sole discretion, terminate this Agreement immediately. Consultant shall not permit a subcontractor or vendor Ito perform work on City premises unless and until a certificate of (insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Consultant employs subcontractors as part of the services rendered, Consultant's protective coverage is - 4 - F 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 27 28 required. Consultant may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 6. CONFIDENTIAL INFORMATION. A. Access to Confidential Information. City may provide Consultant and/or subcontractors with, or allow Consultant access to, certain information not available to the public concerning City, or businesses located in City. The information may include company information, taxes, sales, value of assets, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. B. No Disclosure. Except as expressly permitted, Consultant and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. Consultant and/or its subcontractors shall return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant and/or its subcontractors only as authorized by City. Consultant shall include a contractual provision in its contract with any subcontractor that binds the subcontractor to these nondisclosure requirements. Consultant shall take reasonable measures to avoid any - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. Consultant shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Consultant may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. D. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. 7. GENERAL PROVISIONS. A. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. City shall have the right toj control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to the Agreement except to the extent that such services involve the use of City property or Confidential Information. B. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act - 6 - 1 2 3 4 5 6 7' 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. C. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is fully executed. D. Products of Consulting. All products of consulting services with the exception of computer software that may be developed by Consultant, shall become the property of City and shall be delivered to City before the end of the performance of this Agreement. However, computer software shall remain the property of Consultant, except for City's continued right to use said software at no extra cost. E. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. F. Termination. This Agreement may be terminated by City without cause on fifteen (15) days written notice to Consultant. Upon termination of this Agreement, all property belonging to City which is in the 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. G. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: - 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY: THE CITY OF VERNON ATTN: ERIC T. FRESCH CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 CONSULTANT: KEVIN SALES, dba KJ SERVICES 9020 HORNBY AVENUE WHITTIER, CA 90603 H. Entire Agreement. This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises,.representations, negotiations, discussions, communications and agreements which may have been made in connections with the subject matter hereof. All exhibits are incorporated by reference. Consultant represents that in entering into this Agreement, it has not relied on any previous representations or understandings of any kind or nature. I. Benefit of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. J. Amendments. All changes or modifications to this Agreement shall be in writing stating that it is an amendment to this Agreement and shall be signed by both parties or their duly authorized agents. This Agreement shall not be modified through course of dealing, usage or trade. K. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. L. Recitals. All recitals are incorporated by reference. - 8 - 1 2 3 4 5 A ri 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 M. Waiver. Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to subsequent default or other matter. N. Force Majeure. Neither Party shall be considered in to be in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other (government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. O. Arbitration. The parties agree that any and all disputes arising out of or in relation to this Contract, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The three -member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between Consultant and any subcontractor relating to this Agreement shall include the same arbitration clause. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement by and through their authorized officers as of the date first hereinabove set forth. ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney CITY OF VERNON Name: Title: Mayor / Mayor Pro-Tem KEVIN SALES, dba KJ SERVICES By: KEVIN SALES Title: Sole Proprietor - 10 - RECEIVED Kj,.7ervipces MAY' 7 3 200 E N V I R40N M E N TA L DEPARTMENI-1 CONSULTING RECYCLING PROGRAM DESIGN • PUBLIC EDUCATION & OUTREACH • GRANT WRITING & ADMINISTRATION • AB939 IMPLEMENTATION & COMPLIANCE May 21, 2007 Mr. Lewis J. Pozzebon Director/Health Officer Health and Environmental Control City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Lew, Thank you for allowing KJServices (KJS) to continue to manage and implement the City of Vernon's Used Oil Block Grant and Department of Conservation recycling grant for the 2007- 2008 grant year. The following proposal outlines tasks that I believe would be beneficial to pursue this year. The proposal that follows focuses on continuing the City's very successful Used Oil Calendar Contest, and to continue to support Commercial Tire as the City's sole Certified Used Oil Collection Center and maintain our successful partnership with the Vernon City School. Under the Department of Conservation recycling grant we are proposing to use these funds to begin an "Earth Day Recycling Competition" at Vernon City School. All of us at KJServices look forward to continuing our relationship with the City of Vernon in the upcoming fiscal year. Sincerely, Kevim Kevin Sales Principal 9020 Hornby Ave., Whittier, California 90603 ph (562) 944-4766 fax (562) 944-3267 email K)Serv@aol.com Used Oil Block Grant The City of Vernon will receive $5,000 of Used Oil Block Grant funding for the 2007- 2008 grant year. Based on this available budget, KJServices proposes the following tasks to be performed under the Used Oil Block grant: Task #1— Community Outreach - $1,050 Experience has shown that one of the most effective ways to communicate the used oil recycling message is through face-to-face contact with the community. KJServices staff will look for opportunities in the City of Vernon and the surrounding communities to provide support to the City's Used Oil Recycling program through public education and promotional activities at major community events. At each of these events, KJServices staff will distribute Used Oil Recycling educational materials including a list of Certified Collection Centers in the City and surrounding communities. 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, oil dipstick wipers, fender covers, oil funnels, and the like. The City before its purchase will approve the selected item, and its used oil -recycling message. Any item chosen will meet all State requirements for recycled content and will be approved by the City's grant manager prior to purchase. Cost - 5 hrs @ $80/hr = $400 Promotional materials $650 Task. #2 —School Outreach / Year 2008 Used Oil Artwork Contest & Poster - $3,310 KJ Services will once again work with the Vernon City School to hold a Used Oil Artwork Contest and will develop a Year 2008 Used Oil Calendar / Poster using Vernon School student artwork. KJS staff will go out to the school and give used oil recycling presentations to the 5`h grade classes. After the presentations the students will be invited to enter the City of Vernon's Used Oil Artwork Contest. The students will draw posters highlighting the dangers and environmental damage caused by the improper disposal of used motor oil and/or the benefits and ease of used motor oil recycling. The artwork entries will be judged and the winners will have their artwork printed as part of the City of Vernon's Year 2008 Used Oil Calendar / Poster. The winning students will be recognized at a City of Vernon City Council meeting. At the Council meeting each winner will also receive awards and prizes for their participation. KJ Services staff will contact Vernon businesses for donations to support this school artwork project. The business contributions will be used to purchase awards and prizes for the winners since Block Grant funds cannot be used for these types of items. KJ Services will design and print 500 copies the calendar / poster. The completed posters will be distributed to the Vernon School, the City, business sponsors, the winning students, and throughout the community. KJ Services will coordinate all the project tasks with the City and will secure all necessary approvals from the City and the CIWMB Grant Manager before finalizing the design and before printing the poster / calendar. Cost —12 hours @ $80/hr = $960 Poster / Calendar design and printing (qty 500) - $2, 350 Task'#3 - Grant Administration and Project Management - $640 This task will include those activities needed to administer the grant on behalf of the City. Activities will include preparation of bills and expenditure itemization reports to the State, preparing the necessary Progress Reports and Final Report, and assisting the Certified Center (Commercial Tire) with any program compliance or reporting questions. Regularly scheduled update meetings will also be held with you or your designated staff person to keep them apprised of the progress of the grant tasks. Cost - 8 hrs @ $80/hr = $640 DOC Recycling Grant The City of Vernon will receive $5,000 of Department of Conservation Recycling Grant funding for the 2007-2008 grant year. Based on an available budget of $5,000 KJServices proposes the following tasks to be performed under the DOC Recycling Grant grant: Task #1— Earth Day Recycling Competition at Vernon City School $3300 The City of Vernon will invite the Vernon City School to participate in the City's inaugural Earth Day Recycling Competition. The school will be invited to collect CRV plastic bottles and aluminum cans for recycling during the couple of weeks prior to Earth Day. All students will compete by grade level. The grade level that collects the greatest amount of recyclables, by weight, will be declared the winner. The winning grade level will be recognized with an appropriate prize to be determined later (a Pizza Party or an Ice Cream Party after lunch for example). All participating students will receive a recycling promotional item made from recycled materials. The Vernon City School will receive ALL proceeds from the collected recyclables Before the competition begins, KJServices staff will give a brief presentation to the students during that assembly as a means of introduction for the competition. The basic competition details are as follows: • The City will provide the school with a flyer listing the assigned collection date and the types of recyclables that are acceptable for the Recycling Competition. The flyer will need to be copied and sent home with all students prior to the competition. • The City will purchase and distribute Recycling Bags to all students beginning two weeks before the scheduled collection day (maximum of two bags per student). • The students will be instructed to collect the recyclables during the two weeks and bring the filled bags back to school on a designated day during Earth Day week (the week of April 21 st, 2008). • KJServices staff will be at school on the morning of the designated collection day to collect the recyclables from the students, mark each bag with the grade level and separate them into appropriate groups. The staff will process the recyclables, then immediately take them to a local redemption center where they will be redeemed for cash. Cost — Recycling collection bags - $500 Recycling promo item - $500 Recycling collection and processing - $2000 (25 hrs @ $80/hr) Recognition party for the grade level that collects the most recyclables - $300 Task #2 — Litter Abatement - $1300 KJServices staff will assist the City with the development and implementation of litter abatement strategies. Possible projects include: • Litter cleanups • Anti -litter public awareness campaign • Purchase and placement of new litter containers along City rights -of -ways • Placement of anti -litter signs in the City Cost — 5 hrs @ $80/hr - $400 Materials - $900 Task #3 — Grant Oversight and Administration- $400 KJServices staff will coordinate all the previously mentioned tasks and will be responsible for preparing the necessary grant Progress Reports and Budget Reimbursement Requests. Cost — S hrs @ $80/hr - $400 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 EXHIBIT B INSURANCE SCHEDULE (CONSULTANT) Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits ' Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer II. Liabili General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (If Applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $2,000,000 $2,000,000 $2,000,000 a . The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 20 2. 21 3_ 22 4. 23 5. 6. 24 25 26 27 28 An original endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. An endorsement providing coverage for all operations under this Agreement and specifying the activities covered. Such other endorsement as may be required by City. A copy of your general and professional insurance policy declarations page. A copy of schedule of forms of endorsement. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary. EXHIBIT SUPPORTING DOCUMENTS r 1 2 3 4 5 6 7 8 0i 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as 2 p s/ the original hereof for all purposes, as of this day of July, 2007, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a Municipal Corporation (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, California 90058 AND KEVIN SALES, dba KJ SERVICES (hereinafter referred to as "Consultant") 9020 Hornby Avenue Whittier, California 90603 WHEREAS, a 2007/2008 Used Oil Block Grant, under the California Oil Recycling Enhancement Act was authorized by Resolution No. 9309 on May 7, 2007; and WHEREAS, a 2007/2008 Beverage Container Recycling and Litter Reduction Grant under the California Beverage Container Recycling and Litter Reduction Act was authorized by Resolution No. 9326 on May 21, 2007; and WHEREAS, the City desires to retain the services of a consulting firm to provide expertise in implementing and administering the Used Oil Block Grant and the Beverage Container Recycling and Litter Reduction Grant programs in the City in compliance with the State mandated AB 939 law; and WHEREAS, Consultant has provided such services to City in the past and has specialized knowledge and experience in the management I and implementation of AB 939; and 2 WHEREAS, Consultant submitted a proposal to the City dated 3 May 21, 2007 (the "Proposal") which includes a description of proposed 4 services and a cost proposal; and 5 WHEREAS, Consultant is willing to render such professional 6 services as hereinafter defined. 7 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 8 FORTH HEREIN: 9 1. SCOPE OF SERVICES. 10 Consultant shall perform all requested services in their 11 entirety as outlined in its Proposal which is attached hereto and 12 incorporated by reference as Exhibit A. 13 The services to be performed by Consultant for the Used Oil 14 Block Grant as outlined in the Proposal are as follows: Task 1 - 15 Community Outreach; Task 2 - School Outreach/Year 2008 Used Oil Artwork 16 Contest and Poster; and Task 3 - Grant Administration and Project 17 Management. 18 The services to be performed by Consultant for the Department 19 of Conservation Recycling Grant as outlined in the Proposal are as 20 follows: Task 1 - Earth Day Recycling Competition at Vernon City 21 School; Task 2 - Litter Abatement Program; and Task 3 - Grant 22 Oversight and Administration. 23 It is understood and agreed that in the event of a conflict 24 between the Proposal and this Agreement, the terms of this Agreement 25 shall prevail. 26 2. TIME OF PERFORMANCE. 27 The term of this Agreement shall begin on July 1, 2007 and 28 shall end on June 30, 2008, unless otherwise terminated or extended. 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. COMPENSATION. A. Fee for Services -Used Oil Block Grant. City shall compensate Consultant, for the services performed in connection with the Used Oil Block Grant under this Agreement, a total sum not to exceed Five Thousand Dollars and No Cents ($5,000.00). B. Fee for Services-DOC Recycling Grant. City shall compensate Consultant, for the services performed in connection with the Department of Conservation ('DOC") Recycling Grant under this Agreement, a total sum not to exceed Five Thousand Dollars and No Centsl ($5,000.00). C. Other Expenses. Other expenses may be billed but only if such other expenses have been given advance approval in writing by the City Administrator, or his designee. Such other expenses include, but are not limited to, air fares, hotels, motels, video and subcontract charges. 4. METHOD OF PAYMENT. Within thirty (30) days after the last day of any month in which services have been performed or costs incurred hereunder, the Consultant shall submit an invoice to the City stating the amount due to the Consultant. Invoices shall contain an itemization of the tasks and subtasks performed, directly related job expenses, subcontractor charges incurred by the Consultant for which compensation is due, and an estimate of the percentage completed for each milestone, task or subtask. Consultant shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's - 3 - 1 2 3 0 10 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 lapproval of the invoice shall not be unreasonably withheld. 5. INDEMNITY AND INSURANCE. A. Indemnification. Consultant shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses,) damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, out of the negligent or wrongful acts of Consultant or its subcontractors, employees or agents in the performance of services under this Agreement, except to the extent arising from or caused by the sole active negligence or willful misconduct of the City, its officers, agents or employees. B. Insurance. Prior to commencing work hereunder, the Consultant shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth in the Insurance Schedule attached hereto as Exhibit "B" and made a part hereof by reference. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. If Consultant fails to provide proof of insurance coverage as specified above, City may, at its sole discretion, terminate this Agreement immediately. Consultant shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Consultant employs subcontractors as part of the services rendered, Consultant's protective coverage is - 4 - 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 required. Consultant may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 6. CONFIDENTIAL INFORMATION. A. Access to Confidential Information. City may provide Consultant and/or subcontractors with, or allow Consultant access to, certain information not available to the public concerning City, or businesses located in City. The information may include company information, taxes, sales, value of assets, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. B. No Disclosure. Except as expressly permitted, Consultant and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. Consultant and/or its subcontractors sna11 return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant and/or its subcontractors only as authorized by City. (Consultant shall include a contractual provision in its contract with any subcontractor that binds the subcontractor to these nondisclosure requirements. Consultant shall take reasonable measures to avoid any - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (disclosure of any such Confidential Information to any unauthorized ;person. C. Court Ordered Disclosure. Consultant shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Consultant may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. D. Remedies. In addition to any other remedies that it -may have at ,law or in equity, the City shall be entitled to a Itemporary and permanent injunction by a court of competent jurisdiction' against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, City would have no ladequate remedy at law. 7. GENERAL PROVISIONS. A. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. City shall have the right to control Consultant only insofar as the results of Consultant's services irendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to the Agreement except to the extent that such services involve the use of City property or Confidential Information. B. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act - 6 - I on behalf of City in any capacity whatsoever as an agent. Consultant 2 shall have no authority, express or implied, pursuant to this Agreement' 3 to bind City to any obligation whatsoever. i 4 C. Governing Law. The validity, interpretation and 5 performance of this Agreement shall be controlled and construed under i 6 the laws of the State of California as enacted and in force at the time 7 this Agreement is fully executed. 8 D. Products of Consulting. All products of consulting 9 services with the exception of computer software that may be developed 10 by Consultant, shall become the property of City and shall be delivered 11 to City before the end of the performance of this Agreement. However, 12 computer software shall remain the property of Consultant, except for 13 City's continued right to use said software at no extra cost. 14 E. Assignment Prohibited. No party to this Agreement 15 may assign any right or obligation pursuant to this Agreement except 16' with the express written consent of the other party. Any other 17 attempted or purported assignment of any right or obligation pursuant 18 to this Agreement shall be void and of no effect. 19 F. Termination. This Agreement may be terminated by 20 City without cause on fifteen (15) days written notice to Consultant. 21 Upon termination of this Agreement, all property belonging to City 22 which is in the Consultant's possession, shall be returned to City. 23 Consultant shall furnish to City a final invoice for work performed and 24 expenses incurred by Consultant, prepared as set forth in Section 4 of 25 this Agreement. This final invoice shall be reviewed and paid in the 26 same manner as set forth in Section 4 of this Agreement. 27 G. Notices. Notices to the parties, unless otherwise 28 requested in writing, shall be sent to: 7 1 21 3 4 5 6 7 8 9 10' 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY: THE CITY OF VERNON ATTN: ERIC T. FRESCH CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 CONSULTANT: KEVIN SALES, dba KJ SERVICES 9020 HORNBY AVENUE WHITTIER, CA 90603 H. Entire Agreement. This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connections with the subjectlil matter hereof. All exhibits are incorporated by reference. Consultant' represents that in entering into this Agreement, it has not relied on any previous representations or understandings of any kind or nature. I. Benefit of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. J. Amendments. All changes or modifications to this Agreement shall be in writing stating that it is an amendment to this Agreement and shall be signed by both parties or their duly authorized agents. This Agreement shall not be modified through course of dealing, usage or trade. K. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. L. Recitals. All recitals are incorporated by reference. - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 M. Waiver. Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to subsequent default or other matter. N. Force Majeure. Neither Party shall be considered in to be in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 0. Arbitration. The parties agree that any and all disputes arising out of or in relation to this Contract, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The three -member panel will make the final decision. All decisions of i the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between Consultant and any subcontractor relating to this Agreement shall include the same arbitration clause. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement by and through their authorized officers as of the date first hereinabove set forth. ATTEST: GIRON ` Ci,}ty -Clerk CITY OF VERNON Name: L onis C. Malburg Title: Mayor /-Mft-a- PLag_Tcm AP ROVED A TO FORM: (� JR J RISON, City Attorney KEVIN By. Title: So V SALES Proprietor ERVICES - 10 EXHIBIT A ;�w DEO_i_N,l1� RECYCLING PROGRAM DESIGN ® PUBLIC EDUCATION & OUTREACH s GRANT WRITING & ADMINISTRATION a .AB939 IMPLEMENTATION & COMPLIANCE May 21, 2007 Mr. Lewis J. Pozzebon Director/Health Officer Health and Environmental Control City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Lew, Thank you for allowing KJServices (KJS) to continue to manage and implement the City of Vernon's Used Oil Block Grant and Department of Conservation recycling grant for the 2007- 2008 grant year. The following proposal outlines tasks that I believe would be beneficial to pursue this year. The proposal that follows focuses on continuing the City's very successful Used Oil Calendar Contest, and to continue to support Commercial Tire as the City's sole Certified Used Oil Collection Center and maintain our successful partnership with the Vernon City School. Under the Department of Conservation recycling grant we are proposing to use these funds to begin an "Earth Day Recycling Competition" at Vernon City School All of us at KJServices look forward to continuing our relationship with the City of Vernon in the upcoming fiscal year. Sincerely, Kevin Sales Principal 9020 Hornby Ave., Whittier, California 90603 ph (562) 944-4766 fax (562) 944-3267 email K)Serv@aol.com used Oil Block Grant The City of Vernon will receive $5,000 of Used Oil Block Grant funding for the 2007- 2008 grant year. Based on this available budget, KJServices proposes the following tasks to be performed under the Used Oil Block grant: Task #1— Community Outreach $1,050 Experience has shown that one of the most effective ways to communicate the used oil recycling message is through face-to-face contact with the community. KJServices staff will look for opportunities in the City of Vernon and the surrounding communities to provide support to the City's Used Oil Recycling program through public education and promotional activities at major community events. At each of these events, KJServices staff will distribute Used Oil Recycling educational materials including a list of Certified Collection Centers in the City and surrounding communities. 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, oil dipstick wipers, fender covers, oil funnels, and the like. The City before its purchase will approve the selected item, and its used oil -recycling message. Any item chosen will meet all State requirements for recycled content and will be approved by the City's grant manager prior to purchase. Cost - 5 hrs @ $801hr = $400 Promotional materials - $650 Task #2 — School Outreach / Year 2008 Used Oil Artwork Contest & Poster - $3,310 KJ Services will once again work with the Vernon City School to hold a Used Oil Artwork Contest and will develop a Year 2008 Used Oil Calendar / Poster using Vernon School student artwork. KJS staff will go out to the school and give used oil recycling presentations to the 5a' grade classes. After the presentations the students will be invited to enter the City of Vernon's Used Oil Artwork Contest. The students will draw posters highlighting the dangers and environmental damage caused by the improper disposal of used motor oil and/or the benefits and ease of used motor oil recycling. The artwork entries will be judged and the winners will have their artwork printed as part of the City of Vernon's Year 2008 Used Oil Calendar / Poster. The winning students will be recognized at a City of Vernon City Council meeting. At the Council meeting each winner will also receive awards and prizes for their participation. KJ Services staff will contact Vernon businesses for donations to support this school artwork project. The business contributions will be used to purchase awards and prizes for the winners since Block Grant funds cannot be used for these types of items. KJ Services will design and print 500 copies the calendar / poster. The completed posters will be distributed to the Vernon School, the City, business sponsors, the winning students, and throughout the community. KJ Services will coordinate all the project tasks with the City and will secure all necessary approvals from the City and the CIWMB Grant Manager before finalizing the design and before printing the poster / calendar. Cost —12 hours @ $80/hr = $960 Poster / Calendar design and printing (qty 500) - $2, 350 Task#3 - Grant Administration and Project Management - $640 This task will include those activities needed to administer the grant on behalf of the City. Activities will include preparation of bills and expenditure itemization reports to the State, preparing the necessary Progress Reports and Final Report, and assisting the Certified Center (Commercial Tire) with any program compliance or reporting questions. Regularly scheduled update meetings will also be held with you or your designated staff person to keep them apprised of the progress of the grant tasks. Cost - 8 hrs @ $801hr = $640 DOC Recycling Grant The City of Vernon will receive $5,000 of Department of Conservation Recycling Grant funding for the 2007-2008 grant year. Based on an available budget of $5,000 KJServices proposes the following tasks to be performed under the DOC Recycling Grant grant: Task #1- Earth Day Recycling Competition at Vernon City School - $3300 The City of Vernon will invite the Vernon City School to participate in the City's inaugural Earth Day Recycling Competition. The school will be invited to collect CRV plastic bottles and aluminum cans for recycling during the couple of weeks prior to Earth Day. All students will compete by grade level. The grade level that collects the greatest amount of recyclables, by weight, will be declared the winner. The winning grade level will be recognized with an appropriate prize to be determined later (a Pizza Party or an Ice Cream Party after lunch for example). All participating students will receive a recycling promotional item made from recycled materials. The Vernon City School will receive ALL proceeds from the collected recyclables. Before the competition begins, KJServices staff will give a brief presentation to the students during that assembly as a means of introduction for the competition. The basic competition details are as follows: e The City will provide the school with a flyer listing the assigned collection date and the types of recyclables that are acceptable for the Recycling Competition. The flyer will need to be copied and sent home with all students prior to the competition. ® The City will purchase and distribute Recycling Bags to all students beginning two weeks before the scheduled collection day (maximum of two bags per student). ® The students will be instructed to collect the recyclables during the two weeks and bring the filled bags back to school on a designated day during Earth Day week (the week of April 2l st, 2608). ® KJServices staff will be at school on the morning of the designated collection day to collect the recyclables from the students, mark each bag with the grade level and separate them into appropriate groups. The staff will process the recyclables, then immediately take them to a local redemption center where they will be redeemed for cash. Cost — Recycling collection bags - $500 Recycling promo item - $500 Recycling collection and processing - $2000 (25 hrs @ $80/hr) Recognition party for the grade level that collects the most recyclables - $300 Task #2 — Litter Abatement - $1300 KJServices staff will assist the City with the development and implementation of litter abatement strategies. Possible projects include: • Litter cleanups • Anti -litter public awareness campaign ® Purchase and placement of new litter containers along City rights -of -ways a Placement of anti -litter signs in the City Cost — S hrs @ $80/hr - $400 Materials - $900 Task #3 — Grant Oversight and Administration- $400 KJServices staff will coordinate all the previously mentioned tasks and will be responsible for preparing the necessary grant Progress Reports and Budget Reimbursement Requests. Cost — 5 hrs @ $80/hr - $400 EXHIBIT B W 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Bred Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000, $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer H. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (If Applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $2,000,000 $2,000,000. $2,000,000 a The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An original endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under this Agreement and specifying the activities covered. 4. Such other endorsement as may be required by City. 5. A copy of your general and professional insurance policy declarations page. 6. A copy of schedule of forms of endorsement. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary.