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HomeMy WebLinkAbout1991-01-08 - AGENDA REPORTS - ASSEMBLY BILL 939 COMPLIANCE (2)AGENDA REPORT City Manager Approval Item to be presented CONSENT CALENDAR John E. Medina DATE: January 8, 1991 SUBJECT: ASSEMBLY BILL 939 COMPLIANCE/ADDITIONAL STUDY - AGREEMENT BY ECOSOURCE INTMATIONAL DEPARTMENT: Public Works BACKGROUND On October 30, 1990 Council directed staff to develop an agreement with EcoSource International, a non-profit organization, to prepare the final Solid Waste Management Plan for the City. Since EcoSource International is a non-profit organization, funds are project -specific. Therefore, staff recommends that EcoSource International be granted an advance in the amount of $21,151.75 upon execution of the Agreement. This money will be used during Phase I of the project period to purchase safety equipment for the laborers to perform tasks such as waste sorts and audits. Additionally, EcoSource International will provide 72 hours of in-house intern assistance to aid the City in implementing AB 939. To meet the requirement mandated by AB . 939, it is imperative that the City proceed with the preparation of its Solid Waste Management plan. The Agreement inclusions are as provided in the October 30, 1990 Council report. RECOMMENDATION Council authorize execution of the attached contract with EcoSource International for the preparation of the final Solid Waste Management Report for a not to exceed fee of $84,607.00. ATTACHMENT Agreement APPROVED Agenda Ifem.._///_, AGREEMENT • INTEGRATED WASTE MANAGEMENT PLAN FOR THE CITY OF SANTA CLARITA By this Agreement, made and entered into this _ day of January, 1991, between the City of Santa Clarita (hereinafter referred to as "CSC" or "City") and EcoSource International, Inc., a California non-profit corporation (hereinafter referred to as "ESI" or "Consultant"), the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following definitions shall be applicable: a. Additional Services shall mean all services, including but not limited to: those services set forth in Section IX of the Proposal, rendered by the Consultant to the City not set forth in Appendix "C" of the Proposal. b. Direct Costs shall mean mileage,' telephone/FAX, reproduction/graphics, ' postage/freight, equipment and subcontractor costs directly related to the Services or to Additional Services. C. Proposal shall mean the Proposal for the Preparation of Assembly Bill 939 Solid Waste Generation Study and Source Reduction and Recycling Element, Revision 1, a copy of which is attached hereto and incorporated herein by this reference as Exhibit "A". d. Retention shall mean ten percent (10%) of the total sum owed by the City to Consultant for services rendered and costs incurred. e. Services shall mean those services described in Appendix "C" of the Proposal. 2. Scope of Services. Consultant agrees to perform for and furnish to the City the Services. 3.. Payment for Services and Direct Costs. Consultant shall be compensated based upon the actual time spent on the Services at the Consultant's standard hourly rates as set forth in Section VIII of the Proposal, and Consultant shall be reimbursed Consultant's Direct Costs plus fifteen percent (15%). The foregoing notwithstanding, the City shall not be responsible to compensate Consultant in excess of a total of $84,607.00 for the Services and Direct.Costs plus 15%. Payments shall be made as follows: a. $21,151.75 upon execution of this Agreement as an advance to be • applied against future invoices. 1 b. Consultant will invoice the City on a monthly basis commencing the first of December, 1990, and on the first of each month thereafter, for all services performed and Direct Costs incurred (plus fifteen percent (15%), which invoice shall be immediately due and payable upon receipt. Money advanced to Consultant shall be applied first to such invoiced amounts. Once. the advanced money has been exhausted, City shall pay Consultant the Invoiced amount minus retention, such retention to equal ten percent (10%) of the total invoiced amount to date. C. Thirty days after completion of the Services City shall pay to Consultant any Retention. Should the City request in writing Additional Services that increase or modify the hereinabove—described Services, an additional fee based upon the Consultant's standard hourly rates and Direct Costs charges plus fifteen percent (15%) shall be paid to the Consultant for such Additional Services. All such changes shall be in writing and signed by a person with the authority to bind the City. Any and all payments not paid within 30 days of invoice shall accrue interest at the rate of one and one—half percent (1 1/2%) per month. 4. Time for Performance. The Consultant agree that it shall diligently and responsibly pursue the performance.of the services required of it by this • Agreement and that it will use its best efforts to complete the Services to be performed pursuant to the schedule set forth in Section VII of the Proposal. 5. Breach of Contract. If the Consultant defaults ,in the performance of any of the terms or conditions of this Agreement, it shall have fifteen (15) working days, or such time as may be reasonably necessary under the circumstances, after service upon it of written notice of such default in which to cure the default by rendering satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement upon five (5) working days' notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 6. - Bankruptcy. The City shall have the right, notwithstanding any other provisions of this Agreement; to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the Consultant should: a. Be adjudged a bankrupt; b. Become insolvent or have a receiver of its assets or property appointed because of insolvency; or C. Make a general assignment for.the benefit of creditors. —2— 0 0 i7. Ownership of Documents. Upon completion of, or in the event of termination, suspension or abandonment of, this Agreement, all .original' documents, data, designs, drawings and notes prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. The foregoing notwithstanding, Consultant shall be free to use, reuse and otherwise dispose of the documents, data, designs, drawings, and notes as it may deem fit in its sole discretion. 8. Independent Contractor. The Consultant is, and shall at all times remain, as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the. conduct of the Consultant or any of the Consultant's officers, employees or agents, except as herein set forth. The Consultant 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, employees or agents of the City. 9. Notice. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by, registered mail, postage prepaid, return receipt requested addressed to the City as follows: City of Santa Clarita Attention: Mr. John Medina 23920 Valencia Boulevard Room 304 Santa Clarita, California 91355 and to the Consultant as follows: EcoSource International, Inc. 921 Westwood Boulevard, Suite 224 Los Angeles, California 90024 unless and until different addresses may be -furnished in writing by either party to the other. Notice shall be deemed to have been served seventy—two (72) hours after the same have been deposited in the United States Postal Service. 10. Assignment. The Consultant shall not assign the performance of this Agreement without the prior written consent of the City. The foregoing notwithstanding, the Consultant may subcontract some services when, in its discretion, such services are better performed by reason of efficiency or economy by subcontract. —3— • 11. Liability Insurance. The Consultant shall secure from a good and responsible company or companies doing insurance business in the State of California, pay for, and maintain in full force and effect for the duration of this Agreement a policy of comprehensive liability. insurance in which the City is named as an additional insured. The Consultant shall furnish a Certificate of Liability Insurance to the City upon request. The protection offered by the policy shall: a., Include the City as additional insured covering the services. to be performed under this Agreement. b. Insure the City, its offices, employees and agents while acting within the scope of their duties under this Agreement against all.claims arising out of, or in connection with, the Agreement. C. Provide the following minimum limits: 1. Bodily Injury: $500,000 - each person, $1,000,000 - each occurrence. 2. Property Damage: $250,000 - each person, $500,000 - each occurrence. A combined single limit policy with aggregate limits in the . amount of $1,000,000 will be considered equivalent to the. required minimum limits. d. Bear an endorsement or shall have attached a rider whereby it is provided that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the City shall be notified by registered mail, postage prepaid, return receipt requested, not less than thirty (30) days before expiration or cancellation is effective. 12. Workers' Compensation Insurance. Consultant is aware of, and will comply with, Section 3700 of the California Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the other work. The Consultant shall also comply with Section 3800 of the California Labor Code by securing, paying for and maintaining in full force and. effect for the duration of this Agreement, complete Workers' Compensation Insurance, and it shall furnish a Certificate of Insurance to the City upon request. Every compensation insurance policy shall bear an endorsement or shall have attached a rider whereby it is provided that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the City shall be notified by registered mail, postage prepaid, return receipt requested, giving it sufficient time to comply with applicable law, but In no event- less than thirty (30) days before expiration or cancellation is effective. -4- . 13. Unforeseen Occurrences. If, during the performance of any services, any unforeseen conditions or occurrences are encountered which significantly affect or may affect the services, the risk involved in providing any services hereunder, Consultant will promptly notify the City. Subsequent to that notification, the Consultant may; (a) if practicable, in Consultant's sole discretion, complete the original services in accordance with the procedures originally intended in the Proposal; (b) agree with the City to modify the services and the estimate of charges to include study of the previously unforeseen conditions or occurrences, such revision to be in writing and signed by the parties and incorporated herein; or (c) terminate the services effective on the date specified by Consultant in writing. 14. Arbitration. In the event of any dispute between the City and the Consultant arising out of the terms, conditions and performance of this Agreement, the parties agree that they shall be bound to submit such matters of dispute to arbitration_ pursuant to the applicable provisions of the California Code of Civil procedure and that such arbitration procedure shall be their sole and exclusive remedy hereunder and shall be binding. 15. Attorneys' Fees. Should any litigation or arbitration be commenced between the parties hereto concerning the provisions of this Agreement, the prevailing party in such litigation or arbitration shall be entitled to recover a reasonable sum as attorneys' fees and court costs, in addition to any other relief to which the party may be entitled in law or equity. • 16.. Indemnification Clause. Neither party hereto shall be liable for, and each party shall indemnify, defend and hold harmless the other.party from any claim, loss, liability or expense, including reasonable attorneys' fees, court costs and necessary disbursements, for any damage whatsoever, including but not limited to, bodily injury, death or injury to property, proximately resulting from any act or omission or the other party, its officers, employees, agents or contractors in the performance of the terms and conditions of this Agreement. 17. Entire Aereement. This Agreement and any documents or instruments attached hereto or referred to herein integrate all .terms and conditions mentioned herein or incidental hereto and supersede all negotiations and prior writing in respect to.the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument attached hereto. or referenced herein, the terms and conditions of this Agreement shall prevail. . 18. Severability. In the event that any provision herein shall be deemed invalid or unenforceable, the other provisions hereof shall remain in full force and effect, and binding upon the parties hereto.' 19. Survival. -All obligations arising prior to the termination of this Agreement and all provisions of this. Agreement allocating responsibility or liability between the City and the Consultant shall survive the completion of " JOthe services and the termination of this Agreement. —5— • 20. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California. 21. Effective Date and Number of Copies. This Agreement is made in three (3) duplicate originals and shall be effective from and after the, date it is signed by the representatives of the City. 22. Termination. Notwithstanding any other provisions of this Agreement, City may terminate this Agreement upon 30 days written notice to Consultant. In witness whereof, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF SANTA CLARITA By: Mayor, City of Santa Clarita Its: ECOSOURCE INTERNATIONAL, INC. 0 By: Its: ATTEST: City Clerk APPROVED AS TO FORM: Date Date Date 0 City Attorney Date Im 0 0 Ci 0 December 17, 1990 Ms. Hazel Joanes 23920 Valencia Boulevard, Suite 304 Santa Clarita, California 91355 Dear Ms. Joanes: Per our conversation today, below is an explanation for the 25% advance payment as delineated in the Agreement between EcoSource International VLSI") and the City.or Santa Clarita: Since ESI is a non-profit organization, all funds are project specific. ESI needs the 25% of the contract upfront because a significant portion of costs will be spent In the beginning or the project period to purchase safety equipment for the waste sort and audits, subcontract labor (ternpurary workers), etc. Sincerely, Eugene Ts g Executive Director