Resolution No. 2010-120RESOLUTION NO. 2010-120
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR PROGRAM MANAGEMENT AND
IMPLEMENTATION SERVICES BY AND BETWEEN THE CITY OF
VERNON AND KJSERVICES ENVIRONMENTAL CONSULTING
WHEREAS, KJServices Environmental Consulting (KJ Services)
has provided services to the City in the past relating to the
implementation and administration of a program to improve the public's
awareness in the City and in surrounding communities of used -oil
recycling opportunities and to encourage the collection and recycling
of plastic, metal and glass beverage containers (the "Services"); and
WHEREAS, by memo dated August 4, 2010, the Director of
Health & Environmental Control, recommended that an agreement with
KJ Services to provide the Services be approved for fiscal year 2010-
2011 (the "Agreement"); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into the Agreement with KJ Services to promote
recycling within the Vernon Community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY 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
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement, a copy of which is attached hereto as
Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreements for,
and on behalf of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City.Clerk, or the City Clerk's designee, to send a fully
executed Agreement to:
KJ Services
Attn. Kevin Sales
9020 Hornby Avenue
Whittier, CA 90603
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
ATWST :
illard
APPROVED AND ADOPTED this 16th day of August, 2010.
City Clerk
Name: Hilario Gonzales
Title: Mayor /-Ma7o off ems—�
2
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No: 2010-120, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Monday, August 16, 2010, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this 0 day of August, 2010, at Vernon, California.
4ilAlard Y a u hi, City Clerk
(SEAL)
- 3 -
EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND KJSERVICES
ENVIRONMENTAL CONSULTING FOR PROGRAM MANAGEMENT AND
IMPLEMENTATION SERVICES
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
KJServices Environmental Consulting
Kevin Sales, Principal
KJServices Environmental Consulting
9020 Hornby Avenue,
Whittier, CA 90603
Attention: Kevin Sales, Principal
Phone: (562) 944-4766
Facsimile: (562) 944-3267
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
[insert commencement date]
[insert termination date], unless extended
pursuant to Section 1
Set forth in Exhibit A
12720-0003\1238550v3.doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND KJSERVICES ENVIRONMENTAL CONSULTING FOR
PROGRAM MANAGEMENT AND IMPLEMENTATION
SERVICES
THIS AGREEMENT is made and entered into as of , 2010 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Kevin Sales, an individual and sole proprietorship doing business as
KJServices Environmental Consulting ("Contractor"). City and Contractor are collectively
referred to herein as the "Parties."
RECITALS
A. City desires to have certain program management and implementation services
provided in relation to its Used Oil Payment Program and the CalRecycle City/County Payment
Program as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increasewithin thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance. -
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
2
12720-0003\1 23 85500.doc
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the Consideration as set forth in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the services
as well as the actual cost of any equipment, materials, and supplies necessary to provide the
services (including without limitation, all labor, materials, delivery, tax, assembly, and
installation, as applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for'services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of timesheets, if any, and other supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing Services shall have all the necessary
technical expertise, permits, professional licenses, certificates, training, and other qualifications
required by this Agreement -or other applicable laws. Contractor shall provide City with said
permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
12720-0003\1238550v3.doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor,nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
4
12720-0003\1238550v3.doc
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In;no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City shall
grant consent if disclosure is legally required. All Confidential Information shall be returned to
City upon the termination of this Agreement. Contractor's covenant under this section shall
survive the termination of this Agreement. City may disclose to third parties any Confidential
Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully. known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
5
12720-0003\1238550v3.doc
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy,
6
12720-0003\1238550v3.doc
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional insureds.
All of the policies required under this Agreement shall contain an endorsement providing that
the policies cannot be canceled or reduced except with thirty (30) days prior written notice to
City; and specifically stating that the coverage contained in the policies affords insurance
pursuant to the terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. 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. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees. In the event a dispute, claim or Litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 18. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
7
12720-0003\1238550v3.doc
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties:
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Maieure. Neither party shall be considered in default of 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 flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, 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.
Section 22, City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor,"
as appropriate, or at such other address as may be furnished by either party to the other in
writing. Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25.. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
8
12720-0003\1238550v3.doc
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
E
12720-0003\1238550v3.doc
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City KJServices Environmental Consulting, a sole
and California municipal corporation proprietorship
By: By:
HILARIO GONZALES Name
Mayor
Title:
ATTEST:
By:
Name:
WILLARD G. YAMAGUCHI, City Clerk Title:
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
10
12720-0003\12385500.doc
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the tasks as set forth in Contractor's proposal attached hereto and
made a part of this Exhibit A (the "Services").
11
12720-0003\1238550v3.doc
Contractor's Proposal
Used Oil Payment Program (OPP)
The City of Vernon will receive $5,000 of OPP (formerly UOBG) funding for the 2010 - 2011
fiscal year. Based on this available budget, KJServices proposes the following task to be
performed under the OPP:
Task #1 — School Outreach / Year 2011 Used Oil Artwork Contest & Poster - $4,360
KJ Services will once again work with the Vernon City School to hold a Used Oil Artwork
Contest and will develop a Year 2011 Used Oil Calendar / Poster using Vernon School student
artwork.
As we have done for the past 12 years, KJS staff will go out to the school and give used oil
recycling presentations to the 5th 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 2011 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 Oil Payment Program 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 CalRecycle Integrated Waste Specialist before finalizing the
design and before printing the poster / calendar.
Cost — 17 hours @ $80/hr = $1,360
Poster / Calendar design and printing (qty 500) - $3, 000
Task #3 - Program Administration and Proiect Management - $640
This task will include those activities needed to administer the OPP 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 program tasks.
Cost - 8 hrs @ $80/hr = $640
12
12720-0003\1238550v3.doc
City/County Payment Program (formerly DOC Recycling Grant)
The City of Vernon expects to receive $5,000 of CalRecycle City/County Payment Program
funding for the 2010 - 2011 fiscal year. In the event that these funds are not made available,
the City of Vernon shall budget $5,000 from its solid waste franchise fee revenues for the tasks
listed below.
Based on an available budget of $5,000 KJServices proposes the following tasks to be
performed under the. CalRecycle Payment Program:
Task #1 — Earth Day Recyclinq Competition at Vernon City School - $2500
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 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 an 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 recycling collection bags from KJServices and distribute the 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 (during April
2011).
• 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 - $300
Recycling collection and processing - $2000 (25 hrs @ $80/hr)
Recognition party for the grade level that collects the most recyclables - $200
13
12720-0003\1238550v3.doc
Task #2 — Earth Day Community Outreach - $2500
Based on the success of past years' Earth Day outreach events, KJServices staff will conduct a
similar event in celebration of Earth Day 2011. As we did in past years, US staff will identify a
high traffic location in the City of Vernon and set up an Earth Day celebration and information
booth that will distribute recycling-themed promotional materials and information to workers in
the City.
The promotional item will be something useful and reusable (such as an insulated lunch bag).
The bag will be filled with information about recycling resources in the City of Vernon and the
surrounding communities.
Our staff will set up at a location in the City on Earth Day and will distribute the promotional
items and information for a three to four hour period (or as long as the materials last).
Cost — 15 hrs @ $80/hr - $1200
Materials - $1300
14
12720-0003\1 23 85500.doc
EXHIBIT B
CONSIDERATION
In consideration for the Services provided by Contractor under this Agreement, Contractor shall
receive an amount not to exceed the amount as indicated below for each completed task
detailed in the Scope of Services, at the rate indicated ("Consideration"):
A. Used Oil Payment Program (OPP)
Task #1 — School Outreach'/ Year 2011 Used Oil Artwork Contest & Poster
Total not to exceed: $4,360.00
Breakdown:
17 hours @ $80.00/hour = $1,360.00
Poster/ calendar design and printing (quantity: 500) _ $3,000.00
Task #3 - Program Administration and Project Management
Total not to exceed: $640.00
Breakdown:
8 hours @ $80.00/hour = $640.00
B. City/County Payment Program (formerly DOC Recycling Grant)
Task #1 — Earth Day Recycling Competition at Vernon City School
Total not to exceed: $2500.00
Breakdown:
Recycling collection bags = $300.00
Recycling collection and processing = $2,000.00 (25 hours @ $80.00/hour)
Recognition party for the grade level that collects the most recyclables = $200.00
Task #2 — Earth Day Community Outreach
Total not to exceed: $2,500.00
15 hours @$80.00/hour = $1,200.00
Materials = $1,300.00
Contractor shall not be reimbursed for any expenses other than those listed above.
15
12720-0003\1238550v3.doc
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 18, 2010
KJ Services
Attn: Kevin Sales
9020 Hornby Avenue
Whittier, CA 90603
Re: Agreement for Professional Consulting Services
Dear Mr. Sales:
The insurance requirements have been met. Transmitted herewith is a fully executed agreement
approved by City Council on August 16, 2010, through Resolution No. 2010-120.
If you have any questions regarding this matter, please call Mr. Lewis Pozzebon at 323/583-8811
ext. 229.
i
yours,
G. AG C I
WGY:dj
Enclosure
c: Lewis Pozzebon
Purchasing Department
Resolution No. 2010-120
Agreement File No. 10-060
Ea,-cCusivefy Industfiaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND KJSERVICES
ENVIRONMENTAL CONSULTING FOR PROGRAM MANAGEMENT AND
IMPLEMENTATION SERVICES
COVER PAGE
Contractor: KJServices Environmental Consulting
Responsible Principal of Contractor: Kevin Sales, Principal
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
KJServices Environmental Consulting
9020 Hornby Avenue,
Whittier, CA 90603
Attention: Kevin Sales, Principal
Phone: (562) 944-4766
Facsimile: (562) 944-3267
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
[insert commencement date]
[insert termination date], unless extended
pursuant to Section 1
Set forth in Exhibit A
12720-0003\ 123 85500. doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND KJSERVICES ENVIRONMENTAL CONSULTING FOR
PROGRAM MANAGEMENT AND IMPLEMENTATION
SERVICES
THIS AGREEMENT is made and entered into as of 2010 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Kevin Sales, an individual and sole proprietorship doing business as
KJServices Environmental Consulting ("Contractor"). City and Contractor are collectively
referred to herein as the "Parties.
RECITALS
A. City desires to have certain program management and implementation services
provided in relation to its Used Oil Payment Program and the CalRecycle City/County Payment
Program as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
2
12720-0003\123 85500.doc
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the Consideration as set forth in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the services
as well as the actual cost of any equipment, materials, and supplies necessary to provide the
services (including without limitation, all labor, materials, delivery, tax, assembly, and
installation, as applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of timesheets, if any, and other supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing Services shall have all the necessary
technical expertise, permits, professional licenses, certificates, training, and other qualifications
required by this Agreement or other applicable laws. Contractor shall provide City with said
permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
3
12720-0003\123 85500. doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction -and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay.salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
4
12720-0003\123 85500.doc
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City shall
grant consent if disclosure is legally required. All Confidential Information shall be returned to
City upon the termination of this Agreement. Contractor's covenant under this section shall
survive the termination of this Agreement. City may disclose to third parties any Confidential
Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
12720-0003\123 85500.doc
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy,
6
12720-0003\12385500.doc
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional insureds.
All of the policies required under this Agreement shall contain an endorsement providing that .
the policies cannot be canceled or reduced except with thirty (30) days prior written notice to
City, and specifically stating that the coverage contained in the policies affords insurance
pursuant to the terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. 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. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees. In the event a dispute, claim or Litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 18. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
7
12720-0003\ 123 85 500. doe
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties:
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such "a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Maieure. Neither party shall be considered in default of 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 flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, 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.
Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor,"
as appropriate, or at such other address as may be furnished by either party to the other in
writing. Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
8
12720-0003\12385500.doc
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the, performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
9
12720-0003\12385500.doe
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By: ,L
HILARIO GONZAt_ES
Mayor
APPR ED AS O FORM:
LAURENCE S. WIENER, City Attorney
KJServices Environmental Consulting, a sole
proprietorship
By:
Name
Title:
By:
Name:
Title:
12720-0003\12385500.doc
10
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the tasks as set forth in Contractor's proposal attached hereto and
made a part of this Exhibit A (the "Services").
11
12720-0003\12385500.doe
Contractor's Proposal
Used Oil Payment Program (OPP)
The City of Vernon will receive $5,000 of OPP (formerly UOBG) funding for the 2010 - 2011
fiscal year. Based on this available budget, KJServices proposes the following task to be
performed under the OPP:
Task #1 — School Outreach / Year 2011 Used Oil Artwork Contest & Poster - $4,360
KJ Services will once again work with the Vernon City School to hold a Used Oil Artwork
Contest and will develop a Year 2011 Used Oil Calendar / Poster using Vernon School student
artwork.
As we have done for the past 12 years, KJS staff will go out to the school and give used oil
recycling presentations to the 5th 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 2011 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 Oil Payment Program 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 CalRecycle Integrated Waste Specialist before finalizing the
design and before printing the poster / calendar.
Cost — 17 hours @ $80/hr = $1, 360
Poster/ Calendar design and printing (qty 500) - $3, 000
Task #3 - Program Administration and Project Management - $640
This task will include those activities needed to administer the OPP 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 program tasks.
Cost - 8 hrs. @ $80/hr = $640
12
12720-0003\12385500.doc
City/County Payment Program (formerly DOC Recycling Grant)
The City of Vernon expects to receive $5,000 of CalRecycle City/County Payment Program
funding for the 2010 - 2011 fiscal year. In the event that these funds are not made available,
the City of Vernon shall budget $5,000 from its solid waste franchise fee revenues for the tasks
listed below.
Based on an available budget of $5,000 KJServices proposes the following tasks to be
performed under the. CalRecycle Payment Program:
Task #1 — Earth Day Recyclinq Competition at Vernon City School - $2500
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 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 an 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 recycling collection bags from KJServices and distribute the 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 (during April
2011).
• 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 - $300
Recycling collection and processing - $2000 (25 hrs @ $80/hr)
Recognition party for the grade level that collects the most recyclables - $200
13
12720-0003\ 123 85 5 00. d o c
Task #2 - Earth Day Community Outreach - $2500
Based on the success of past years' Earth Day outreach events, KJServices staff will conduct a
similar event in celebration of Earth Day 2011. As we did in past years, US staff will identify a
high traffic location in the City of Vernon and set up an Earth Day celebration and information
booth that will distribute recycling-themed promotional materials and information to workers in
the City.
The promotional item will be something useful and reusable (such as an insulated lunch bag).
The bag will be filled with information about recycling resources in the City of Vernon and the
surrounding communities.
Our staff will set up at a location in the City on Earth Day and will distribute the promotional
items and information for a three to four hour period (or as long as the materials last).
Cost — 15 hrs @ $80/hr - $1200
Materials - $1300
14
12720-0003\12385500.doc
EXHIBIT B
EXHIBIT B
CONSIDERATION
In consideration for the Services provided by Contractor under this Agreement, Contractor shall
receive an amount not to exceed the amount as indicated below for each completed task
detailed in the Scope of Services, at the rate indicated ("Consideration"):
A. Used Oil Payment Program (OPP)
Task #1 — School Outreach / Year 2011 Used Oil Artwork Contest & Poster
Total not to exceed: $4,360.00
Breakdown:
17 hours @ $80.00/hour = $1,360.00
Poster/ calendar design and printing (quantity: 500) _ $3,000.00
Task #3 - Program Administration and Project Management
Total not to exceed: $640.00
Breakdown:
8 hours @ $80.00/hour = $640.00
B. City/County Payment Program (formerly DOC Recycling Grant)
Task #1 — Earth Day Recycling Competition at Vernon City School
Total not to exceed: $2500.00
Breakdown:
Recycling collection bags = $300.00
Recycling collection and processing = $2,000.00 (25 hours @ $80.00/hour)
Recognition party for the grade level that collects the most recyclables = $200.00
Task #2 — Earth Day Community Outreach
Total not to exceed: $2,500.00
15 hours @$80.00/hour = $1,200.00
Materials = $1,300.00
Contractor shall not be reimbursed for any expenses other than those listed above.
15
12720-0003\12385500.doc
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Wednesday, August 18, 2010 12:39 PM
To: Juarez, Debbie
Subject: RE: Insurance Verification Misc.
Hi Debbie,
Please see below.
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarciag ci. vernon.ca.us
From: Juarez, Debbie
Sent: Wednesday, August 18, 2010 11:32 AM
To: Barcia, Ana
Subject: Insurance Verification Misc.
Hi Ana. I need to verify that the following contractors have valid insurance on file:
Palsons Electrical Res. No. 2010-113- Current insurance on file
JM Crew dba Rhino Construction Res. No. 2010-114 Current insurance on file
Wittman Enterprises Res. No. 2010-118- No insurance on file, please forward copy of agreement.
KJ Services Res. No. 2010-120- Current insurance on file
Bowers Ambulance Res, No. 2010-122- Current insurance on file
Thank you,
(Deborah Juarez
Records WanagementAssistant
City of Vernon - City Cferk's Office
4305Santa TeAvenue
Vernon, CA 90058
(323) 583-8811
8/18/2010
<'f
CC, P//F1ld
RECEIVED
AUG 0 5 2010
STAFF REPORT CITY CLERK'S OFFICE
HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT
DATE: August 4, 2010
TO: onorable Mayor and City Council
FROM: Lewis Pozzebon, Director / Health Officer
RE: Request for Approval of Agreement with KJ Services for
Environmental Consulting Services
Since 1998, Kevin Sales, DBA: KJServices Environmental Consulting (KJS), has
assisted our department in applying for and administering two State grant programs.
The grant programs were named the Used Oil Recycling Grant Program (authorized by
the California Integrated Waste Management Board) and the Beverage Container
Recycling Program (authorized by the California Department of Conservation). As of
this year, both grant programs will be administered by the California Department of
Resources Recycling and Recovery (CalRecycle) and have been renamed. The Used
Oil Recycling Program is now called Used Oil Payment Program and the Beverage
Container Recycling Program is now called the CalRecycle City/County Payment
Program.
The City annually applies for and receives $5,000 for each program. The funds are
used to improve the public's awareness in Vernon and in the surrounding communities
of used, oil recycling opportunities and to encourage the collection and recycling of
plastic, metal, and glass beverage containers. This year, because of the State budget
difficulties, funding for the CalRecycle City/County Payment Program may not be
available until December, 2010. Although the services performed by KJS have been
paid with grant funds in the past, our department anticipated the uncertainty of State
funding during the City's 2010-11 budget preparation process and identified funds from
Solid Waste Franchise fee revenue to cover the cost of the services.
A Services Agreement between the City and KJServices Environmental Consulting for
Program Management and Implementation Services was prepared by the City Attorney
and signed by Kevin Sales, principal for KJS. Two copies are attached. The agreement
formalizes a proposal to conduct used oil and beverage container recycling activities for
2010-11, including the Used Oil Calendar Contest with the Vernon Elementary School.
FISCAL IMPACT:
Depending on whether the balance of the State funds are made available for the costs.
associated with the services provided in the subject agreement, the City may need to
allocate $5000 from Solid Waste Franchise fee revenue. In addition, minor
administrative costs will be incurred by our department.
RECOMMENDATION:
Based on the continuing favorable performance of KJS, I am requesting the scheduling
of the City Council's approval of the KJS 2010-11 agreement for the August 16, 2010
meeting agenda.
Please let me know if you have any questions or additional information is needed.
Attachments
Lp/mydoc/usedoil/staffreport_UServices
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND KJSERVICES
ENVIRONMENTAL CONSULTING FOR PROGRAM MANAGEMENT AND
IMPLEMENTATION SERVICES
COVER PAGE
Contractor: KJServices Environmental Consulting
Responsible Principal of Contractor: Kevin Sales, Principal
Notice Information - Contractor: KJServices Environmental Consulting
9020 Hornby Avenue,
Whittier, CA 90603
Attention: Kevin Sales, Principal
Phone: (562) 944-4766
Facsimile: (562) 944-3267
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
Commencement Date: [insert commencement date]
Termination Date: [insert termination date], unless extended
pursuant to Section 1
Consideration: Set forth in Exhibit A
12720-0003\1238550v3.doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND KJSERVICES ENVIRONMENTAL CONSULTING FOR
PROGRAM MANAGEMENT AND IMPLEMENTATION
SERVICES
THIS AGREEMENT is made and entered into as of , 2010 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Kevin Sales, an individual and sole proprietorship doing business as
KJServices Environmental Consulting ("Contractor"). City and Contractor are collectively
referred to herein as the "Parties."
RECITALS
A. City desires to have certain program management and implementation services
provided in relation to its Used Oil Payment Program and the CalRecycle City/County Payment
Program as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
2
12720-0003\123 85500. doc
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the Consideration as set forth in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the services
as well as the actual cost of any equipment, materials, and supplies necessary to provide the
services (including without limitation, all labor, materials, delivery, tax, assembly, and
installation, as applicable).
(b) Contractor I shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of timesheets, if any, and other supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing Services shall have all the necessary
technical expertise, permits, professional licenses, certificates, training, and other qualifications
required by this Agreement or other applicable laws. Contractor shall provide City with said
permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
3
12720-0003\1238550v3.doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as .City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
4
12720-0003\1238550v3.doc
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City shall
grant consent if disclosure is legally required. All Confidential Information shall be returned to
City upon the termination of this Agreement. Contractor's covenant under this section shall
survive the termination of this Agreement. City may disclose to third parties any Confidential
Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. . information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
5
12720-0003\1238550v3.doc
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only,liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy,
6
12720-0003\1238550v3.doc
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional insureds.
All of the policies required under this Agreement shall contain an endorsement providing that
.the policies cannot be canceled or reduced except with thirty (30) days prior written notice to
City; and specifically stating that the coverage contained in the policies affords insurance
pursuant to the terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(i) Any deductibles or self -insured retentionsmust be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. 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. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 18. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
7
12720-0003\1238550v3.doc
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties:
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Maieure. Neither party shall be considered in default of 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 flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, 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.
Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor,"
as appropriate, or at such other address as may be furnished by either party to the other in
writing. Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any.
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25. , Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
8
12720-0003\1238550v3.doc
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
9
12720-0003\1238550v3.doc
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City KJServices Environmental Consulting, a sole
and California municipal corporation proprietorship
By: By:
HILARIO GONZALES Name
Mayor
Title:
ATTEST:
By:
Name:
WILLARD G. YAMAGUCHI, City Clerk Title:
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
10
12720-0003\1238550v3.doc
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the tasks as set forth in Contractor's proposal attached hereto and
made a part of this Exhibit A (the "Services").
11
12720-0003\1238550v3.doc
Contractor's Proposal
Used Oil Payment Program (OPP)
The City of Vernon will receive $5,000 of OPP (formerly UOBG) funding for the 2010 - 2011
fiscal year. Based on this available budget, KJServices proposes the following task to be
performed under the OPP:
Task #1 School Outreach / Year 2011 Used Oil Artwork Contest & Poster - $4,360
KJ Services will once again work with the Vernon City School to hold a Used Oil Artwork
Contest and will develop a Year 2011 Used Oil Calendar / Poster using Vernon School student
artwork.
As we have done for the past 12 years, KJS staff will go out to the school and give used oil
recycling presentations to the 5th 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 2011 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 Oil Payment Program 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 CalRecycle Integrated Waste Specialist before finalizing the
design and before printing the poster / calendar.
Cost — 17 hours @ $80/hr = $1, 360
Poster/Calendar design and printing (qty 500) - $3,000
Task #3 - Program Administration and Project Management - $640
This task will include those activities needed to administer the OPP 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 program tasks.
Cost - 8 hrs @ $80/hr = $640
12
12720-0003\1238550v3.doc
City/County Payment Program (formerly DOC Recycling Grant)
The City of Vernon expects to receive $5,000 of CalRecycle City/County Payment Program
funding for the 2010 - 2011 fiscal year. In the event that these funds are not made available,
the City of Vernon shall budget $5,000 from its solid waste franchise fee revenues for the tasks
listed below.
Based on an available budget of $5,000 KJServices proposes the following tasks to be
performed under the CalRecycle Payment Program:
Task #1 — Earth Day Recycling Competition at Vernon City School - $2500
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 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 an 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 recycling collection bags from KJServices and distribute the 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 (during April
2011).
• 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 - $300
Recycling collection and processing - $2000 (25 hrs @ $80/hr)
Recognition party for the grade level that collects the most recyclables - $200
13
12720-0003\1238550v3.doc
Task #2 — Earth Dav Communitv Outreach - $2500
Based on the success of past years' Earth Day outreach events, KJServices staff will conduct a
similar event in celebration of Earth Day 2011. As we did in past years, KJS staff will identify a
high traffic location in the City of Vernon and set up an Earth Day celebration and information
booth that will distribute recycling-themed promotional materials and information to workers in
the City.
The promotional item will be something useful and reusable (such as an insulated lunch bag).
The bag will be filled with information about recycling resources in the City of Vernon and the
surrounding communities.
Our staff will set up at a location in the City on Earth Day and will distribute the promotional
items and information for a three to four hour period (or as long as the materials last).
Cost — 15 hrs @ $80/hr - $1200
Materials - $1300
14
12720-0003\1238550v3.doc
EXHIBIT B
CONSIDERATION
In consideration for the Services provided by Contractor under this Agreement, Contractor shall
receive an amount not to exceed the amount as indicated below, for each completed task
detailed in the Scope of Services, at the rate indicated ("Consideration"):
A. Used Oil Payment Program (OPP)
Task #1 — School Outreach / Year 2011 Used Oil Artwork Contest & Poster
Total not to exceed: $4,360.00
Breakdown:
17 hours @ $80.00/hour = $1,360.00
Poster/ calendar design and printing (quantity: 500) _ $3,000.00
Task #3 - Program Administration and Project Management
Total not to exceed: $640.00
Breakdown:
8 hours @ $80.00/hour = $640.00
B. City/County Payment Program (formerly DOC Recycling Grant)
Task #1 - Earth Day Recycling Competition at Vernon City School
Total not to exceed: $2500.00
Breakdown:
Recycling collection bags = $300.00
Recycling collection and processing = $2,000.00 (25 hours @ $80.00/hour)
Recognition party for the grade level that collects the most recyclables = $200.00
Task #2 — Earth Day Community Outreach
Total not to exceed: $2,500.00
15 hours @$80.00/hour = $1,200.00
Materials = $1,300.00
Contractor shall not be reimbursed for any expenses other than those listed above.
15
12720-0003\1238550v3.doc