Loading...
HomeMy WebLinkAboutC-3113 - California Integrated Waste Management Board (CIWMB) Used Oil Grant Funds• 0 SEP 2 3 TO: Mayor and City Council FROM: General Services Director SUBJECT: Acceptance of Used Oil Grant Recommendations: 41 C -3)1 City Council Agenda Item No. 6 September 23, 1996 Accept the Third Cycle Used Oil Opportunity Grant funds in the amount of $232,925.58 from the California Integrated Waste Management Board ( CIWMB); and Direct the City Manager to execute agreements with the CIWMB and Americlean Environmental Services, Inc. to manage the grant program. Background: The CIWMB issues grants in the amount of $5,000,000 biennially to various • municipalities to encourage the environmentally safe collection and recycling of used lubricating oil. The State funds these grants through the collection of a used oil recycling fee of $0.04 per quart of lubricating oil purchased in California. On February 12, 1996, Council approved a resolution which authorized staff to prepare and submit a Local Government Used Oil Opportunity Grant application to the California Integrated Waste Management Board ( CIWMB). In June, the CIWMB awarded a grant of $232,925.58 to the City. Discussion The grant application submitted to the CIWMB in February described a six -step City program to promote the collection and recycling of used oil in the City. Grant monies are available for use during the period of July 1, 1996 through June 30, 1998. Currently, there are no locations in Newport Beach where residents, who change their own oil, may dispose of the waste. People must utilize facilities out of the City, including the County Household Hazardous Waste Collection Centers, or illegally dispose of the oil in refuse containers or on City streets. In the worst case, people will dump oil in storm drain catch basins or sewer inlets, where the oil can run into the Bay or foul the sewage treatment plant. J a 0 Used Oil Program Proposal: The $232,925.58 approved by the.State is divided into the following tasks (shown in . greater detail on the attached "Revised Budget Itemization "): Task I: Establish and Support Certified Used Oil Collection Centers ($53,811.58) The primary objective of this task is to establish certified used oil collection centers (CCCs) in the City. There is a State -wide goal of one CCC per 10,000 population. Based on the City population, seven should exist within the City limits. At the present time, none exist. It is anticipated that businesses such as service stations and auto repair facilities would become CCCs. This is by far the most economical way to promote used oil disposal, as these businesses already have storage tanks for waste oil disposal on site. Task II: Establish and Support Used OR Collection Centers at Marina Facilities ($35,183.90) This task would establish at least two tank installations at marina facilities for oil disposal by the general public. The target population would be both the users of watercraft in the harbor and other do- it- yourselfers (DIYers) in the adjacent community. This is important, because there are no automobile repair facilities in the Peninsula and Balboa Island areas which would be applicable to Task I. Grant funding is provided to furnish 450 gallon aboveground tanks at the selected locations, since adequate tanks do not exist at the present time. • Task III: Conduct Public Education and Awareness Programs ($56,553.70) This task would include the development of a public education program to include a school education component for fifth and tenth grade students, a component promoting awareness of the disposal options for waste oil, and an education and awareness program describing the environmental hazards from improper used oil disposal. The program is already part of the curriculum of Newport -Mesa schools located in Costa Mesa, funded by a similar City of Costa Mesa grant. Task IV: Coordinate and Execute Used Oil Events ($30,557.80) This task would involve the establishment of quarterly used oil events at various locations in the City wherein residents could bring their used oil for disposal. Such events could be held in conjunction with other events such as the Earth Day celebration, and Clean Harbor Day. At these events, volunteers of civic groups would assist in the collection after being trained by the contractor. Task V: Establish and Execute Oilmobile Collection Program ($44,224.60) This task would establish a year -round mobile program for acceptance of used oil and oil filters from the general public. The collections would be at different locations, and would be staffed by contract labor. They are similar to the special events noted in Task IV. • El Task VI: Project Management ($12,594.00) The grant contains requirements to prepare quarterly status reports for the CIWMB and allows funding for status meetings with various contractors. Agreements for Approval: The Department proposes to enter into an agreement with Americlean Environmental Services, Inc. (AES) to manage and implement the grant. AES is experienced in the management of this type of grant, having managed similar grants in many cities, including the City of Costa Mesa. AES has the experience and staff on -board to carry out the tasks listed above in an expeditious manner and is knowledgeable of the State regulations concerning the use of the grant. A contract with AES to manage the grant is attached. AES will be compensated $133,897.50 over the length of the grant term, which will fund their staff costs plus the "oilmobile" collections. The remaining $99,028.08 will be used to fund City staff costs ($10,648.10) as well as the construction and equipment costs ($86,879.98) budgeted in the work statement. It should be noted that the City will be eligible for advances from the grant proceeds to fund the construction and equipment costs, which will result in no out of pocket City expenditures at any time. • It is also important to note that there is no requirement for City matching funds. All costs are paid out of the grant funds. The contract with AES stipulates that the City will pay the contractor invoices after reimbursements are received from the State. A second attached agreement is the State of California "Standard Agreement," which delineates the terms, conditions, and administrative procedures governing the Grant. Following execution of this agreement and acceptance by the State, AES will commence program implementation under an accelerated work schedule. Upon approval of the recommendations, staff will provide periodical updates for the Council. Respectfully submitted, David E. Niederhaus DEN /mp Attachments (a) Revised Budget Itemization (b) Americlean Environmental Services, Inc. Agreement (c) State of California "Standard Agreement" 0 • u Z O U w 0 u 1/ Z O H W w O M m W N ui C z Is U E K e r N N b ry w O t0 0 p O O o w N M w G O w C! lV 0 0 ` h O p V N N O Q N p p 0 !1 Q N N p O p0 7 p0 a c� o a� "N+• m G w w — pmp �O1p r. Oyy� N yyC '�jC •y V [i k 4c�C. G C O ,C 4C 5?j L FOtj w V> k yr UU ` Eu `cro V � S a `� L' 3 o v jG7� a 0 N - m 4° o u N w � '� � U .4� yR y •5 � Z, N r�frfuyyJJJ. y ` r V Y u� O � y rn m G ` a U O v c U y � v _ � C C w r C �_ 9 O LLI u7 O a F Z �py ci V W Z U W Z Q g W H !iJ O m W r ,Z V H O CL a O J_ O 0 W N F- 2 cW i O J U O m r m w `o U a c TL rz �i • N d r� r v E (J c' 0 y U N e A h r N O N O Np o O N O O O O o 0 0 C c 8 v ap N N C( N N Cn( O D O N ry [yam V [� �p 8 0 O O O 10 O O g O �D O O O O O O O O O O O O O q O q O O T O O O N1 O O O �fl N IG N N �g N YI m N Vl N O Yf 1� r10+ M Ow IN+ feC 0 p p N pyp pVp pyp V pNp 6f N u n ..., u a� 0 %, N Y C O n .-.. -. oD v u tai, � 'C C C C LV W�.rz L �.C. v CG �G y O cC -per V W F 4� y e M j Y y O io g V T .. � g :e .9 N Al 80 U ,i�i U U 4i 1= o.. 'C EOv s O m U V N s u? OF xi a En y IG .9 V) 9 J, •`S V Ir O C �d a E C ,� P7 2 E W p� S �^ a�� � O •-• C 6 V7 a M Q a` • N d r� r v E (J c' 0 y U N W z 0 U Go 4 z 0 I Qa ^� d O w-J b W W w2 V) z 0 J U O J M 1I rN raj C `o U Q t; <n ca Qi ca di 6 d z 0 r C A G F t p 02 m b z r U W h a 8 ti O VI S Cl! O O b S n G E O g Y Q ®p q O N O OI pry N N O a) Y O O O O) O (OY p H Y O O N tNp O d tNY SOD 0 0 ry^ N N o 0 N O N 0 A N C 0 c N N p O NGp O O O Si O N O N b N G 100 O NOnp w g N M< 1�p g M 100 N Vi W y N H C N H N u [� Iw 7, t(� ks i:. J yu N ry Q u dl � Y O P �YOjll � � 1 Ct Cl O c C3 U 8 m Q <n ca Qi ca di 6 d z 0 r C A G F t p 02 m b z r U W h W Z O U y to 02 S w r w 4 W W Q' a rl 1�1 O U LCmL� 4!� a 0 6 u • c v �l O O 0 O, O O O O OaO. O Y o O O O Q i0 o g o o a }QQ{ n a a o o a o o a o 0 YN1 p S O ty p NQ G O N O S G O b O b O o 0 G b :C M N nO c ii W i � � � iii � � � w •tJ�ri� � �c�pO Jv6 j � H y M 0 0 4 40 [C E 4Ci feC., Y N Y Jn U y y Y y Jy O y N o g o b �W Q o b�v cv e a° y ° 15, o Y w� 75 s � co m O .0 V 0. U C. N a Jn O F C O�Fj 6 mS I fpJ a yy v y66 id a�j. `Zj co y 7 n R S o 8 c E q p0. in �S U w tiN N y f1 M M M +� 3%0 y V � ` y d 0 6 u • c v w 0 U N • m 0 • Z O W m 0 W N W r `o U E Lo 0 d 41 ro u a.� d d 8 b O 7 V N e �e g� a y W 9 c E u S s t� d 41 ro u a.� d LLJ z O U W z 0 6 w F� (W G M� W 4 W ui ui Ed F- z z O J 0 W N W Lu J U O j m Cm G L r 0 U CL CL I • 11 6 • p N vs O Nn !ND p vf p InD M M co Q bNv M p O D o v tom � VV N � w G G L V�r W 4C w '0 S' V F �j�j V Tj ♦C. 6 9 o o 3 E L 9` C v N ?S o e 8 F q y [ U u o R p r � � Z — o 3 E o c V S N Q p C y o e C6 �3 a y • 11 6 • aJ Z O U W n� m W llJ ix • 1S P" m C Z 0 U R a c� a_ Y` o? w K OW S. °ry b b O O O O p Oo o O h O O P o o O • O N ry V O O O O O b O O P O O �D O 1p q C v � y N C {�1 12 O N pppp�p�p pyp pyp �Op pop � C W qp,� fl 4r" i w VV (u� jj a tl� uu tU� u e�2 •a 9�A6� �° coo �� 4Fi v G Q y e Q C ti v U u old AGG A g u C _ � E co A S u 48 C o r n u ° 6 > 0 p ? n. J ° v L ° a a' Yy p [Ail a_ Y` o? w K � g � § a g w § g � § k k g � § k 2 \ $ $ 0 2 06 , k ■ m ■ q °• °° �3 §§ )60 z ^ . m )/ ) 2 k2 !I )! k) !2 /\ kk kk kk \k \k ■ k $ 2 ƒ { do f I ■ . » } 7 - f \ ) % 96 � a \ ) t ƒ / §ƒ • 0 0 0 m i s • MW THIS AGREEMENT, entered into this 12th day of September, 1996, by and between CITY OF NEWPORT BEACH , a Municipal Corporation (hereinafter referred to as "City "), and AMERICLEAN ENVIRONMENTAL SERVICES, INC., whose address is 188 Pomona Avenue, Long Beach, California, 90803, (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS A. City is a Municipal Corporation duly organized and validly existing 0 under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. The principal members of the Consultant are Michael Balliet, Louis Ippolito, Glen Fernandez, and Steven Howe. C. City has obtained approval for a "Local Government Used Oil Opportunity Grant — Third Cycle No. UOG3- 95- 1445 -30 ", hereinafter "Third Cycle Opportunity Grant," from the State of California Integrated Waste Management Board Used Oil Grant Program. r -1- • Ll • D. City intends to use the services of an independent consulting firm on a subcontract basis for support and implementation of the grant pursuant to the provisions of City's contract with the State. E. Consultant has represented to City that Consultant has the requisite training, knowledge and facilities to properly perform the required services in a thorough, competent, professional and workmanlike manner. F. City desires to engage Consultant to develop; implement, and manage a used oil recycling program upon the terms and conditions contained in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned • parties as follows: • 1. TERM The Term of this Agreement shall commence on the 28th day of September, 1996, and shall terminate on the 30th day of June, 1998, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform the tasks set forth in the May 6, 1996 "Revised Budget Itemizations Local Government Used Oil Opportunity Grant" marked Exhibit "A ", attached hereto and incorporated herein by this reference. -2- 0 0 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Exhibit "A", attached hereto and incorporated herein by this reference. 4. STANDARD OF CARE All of the work shall be performed by Consultant or under Consultants supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement and that it will perform all services in a manner commensurate with the community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City nor have any contractual relationship with City. The Consultant shall be responsible to City for any errors or omissions in the execution of this Agreement. • Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications and approvals required of its profession. Consultant further represents and warrants that it shall keep in effect all such licenses, permits and other approvals during the term of this Agreement. 5. INDEPENDENT PARTIES City retains Consultant on an independent contractor basis and Consultant is not an employee of the City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of -3- E • 0 employment with City will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including, but not limited to, unemployment insurance, worker's compensation plans, vacation and sick leave, are available from City to Consultant, its employees or agent. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 6. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator, and any other agencies which may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the project. • 7. PROJECT MANAGER The Consultant shall assign the project to a Project Manager, who shall coordinate all phases of the project. This Project Manager shall be available to the City at all times. The Consultant has designated Michael Balliet to be its Project Manager. 8. TIME OF PERFORMANCE The tasks to be performed by Consultant under and pursuant to this Agreement shall be completed as contemplated by Exhibit "A ". Consultant shall receive no additional compensation if completion of its obligation under this Agreement requires a time greater than as set forth on Exhibit "A ". Each party hereby agrees to provide timely notice to the other of any violation occurring under this Section and the cause thereof. -4- 9. CITY POLICY Consultant will discuss and review all matters relating to policy and project • direction with the Project Administrator in advance of all critical decision points in order to ensure that the project proceeds in a manner consistent with City goals and policies. 10. CONFORMANCE TO APPLICABLE REQUIREMENT All work prepared by Consultant shall conform to applicable city, county, state and federal requirements and be subject to approval of the Project Administrator and City Council. 11. PROGRESS Consultant is responsible to keep the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or • are desired. 12. HOLD HARMLESS Consultant agrees to indemnify, defend, save and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suites, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damages, attorneys fees and court costs arising from any and all negligent actions of Consultant, its employees, agents or subcontracts in the performance of services or work conducted or performed pursuant to this Agreement. -5- • 0 . Consultant shall indemnify and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the Consultant's negligent performance of services or work conducted or performed pursuant to this Agreement. 13. INSURANCE Without limiting consultant's indemnification of City, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to • the City. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement. All insurance policies shall add as insured the City, it selected officials, officers and employees for all liability arising from Consultant's services as described herein. Prior to the commencement of any services hereunder, Consultant shall provide to City certificates of insurance from an insurance company. certified to do business in the State of California, with original endorsements, and copies of policies, if requested by City, of the following insurance, with Best's Class B or better carriers: • i�� A. Worker's compensation insurance covering all employees and • principals of the Consultant, per the laws of the State of California; B. Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of $1 million combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial general liability insurance or other form with a general aggregate is used, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be twice the occurrence limit; C. Commercial auto liability and property insurance covering any owned and rented vehicles of Consultant in a minimum amount of $1 million combined single limit per accident for bodily injury and property damage. D. Professional errors and omissions insurance which covers the • services to be performed in connection with this Agreement in the minimum amount of One Million Dollars ($1,000,000.00). Said policy or policies shall be endorsed to state that coverage shall not be suspended, voided or canceled by either party, or reduced in coverage or in limits except after thirty (30) days' prior notice has been given in writing to City. Consultant shall give to City prompt and timely notice of claim made or suit instituted arising out of Consultant's operation hereunder. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. -7- .r • 0 Ll • Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right of subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 14. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any interest in this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without consent of City shall be • null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of an attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint venture. • � = -f 15. REPORTS • Each and every report, draft, work product, map, record and other document reproduces, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of City, and shall be turned over to City upon termination of this Agreement or completion of the Project. No report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. Consultant shall, at such time and in such forms as City may require, furnish reports concerning the status of services required under this Agreement. 16. CONFIDENTIALITY The information which results from the services in this Agreement is to be kept • confidential unless the release of information is authorized by the City. 17. CITY'S RESPONSIBILITIES City shall furnish to Consultant base, maps, existing studies, ordinances, data and other existing information as shall be requested by Consultant and materials in City's possession necessary for Consultant to complete the work contemplated by this Agreement. City further agrees to provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. A%� 0 0 18. ADMINISTRATION This Agreement will be administered by the General. Services Department. The General Services Director or his /her designees shall be considered the Project Administrator and shall have the authority act for the City under this Agreement. The Project Administrator or his/her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. 19. EXTRA WORK All extra work must be authorized in writing by the Project Administrator and Consultant shall not be entitled to extra compensation without authorization. Consultant shall receive compensation for extra work only when authorized and paid in advance by the State. . 20. RECORDS Consultant shall keep records and invoices in connection with its work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit and make transcripts or copies of such records. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. y�V -10- • f 21. REIMBURSEMENT FOR EXPENSES Consultant shall not be reimbursed for any expenses unless authorized in writing • by City, and only after City is reimbursed by State.. 22. MONTHLY INVOICES Consultant shall submit invoices to the City on a monthly basis in accordance with Consultant's schedule of fees contained in Exhibit "A" hereof. Each invoice will be itemized and reported pursuant to and on such form provided by the State Administrative Procedures and Requirements for the Third Cycle Opportunity Grant. Each invoice shall show the number of hours worked per person /consultant and the nature of the work performed. 23. PAYMENT OF COMPENSATION Payment of compensation is contingent upon and will be paid upon receipt of • funds from the State under the Third Cycle Opportunity Grant. 24. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue its work for a period of thirty (30) days from the date of withholding as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. The determination of the City Manager with respect to such matter shall be final. Consultant shall be entitled to receive interest -11- I] 0 on any withheld sums at the rate of seven percent (7 %) per annum from the date of withholding of any amounts found to have been improperly withheld. 25. ERRORS AND OMISSIONS If the Project Administrator determines that the Consultant's negligence, errors or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors or omissions in the plans or contract specifications, Consultant shall reimburse City for the additional expenses incurred by the City including engineering, construction and/or restoration expense. 26. NONDISCRIMINATION BY CONSULTANT Consultant represents and agrees that Consultant, its affiliates, subsidiaries or • holding companies do not and will not discriminate against any subcontractor, consultant, employee or applicable for employment because of race, religion, color, sex, handicap or national origin. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 27. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with this project. -12- S 0 41 28. CONFLICTS OF INTEREST A. The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. B. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by the City. The Consultant shall indemnify and hold harmless the City for any claims for damages resulting from the Consultant's violation of this Section. • 29. SUBCONTRACTING A. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior approval of City. B. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 30. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered -13- sG • personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA, 92659 -1768 Attention: General Services Director All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: • Americlean Environmental Services, Inc. 188 Pomona Avenue Long Beach, CA, 90803 Attention: Michael Balliet, Project Manager 31. TERMINATION In the event Consultant hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days, or if more than two (2) days are reasonably required to cure the default and Consultant fails to give adequate assurance of due performance within two (2) days after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. WEAW '�f 0 0 City shall have the option, at its sole discretion and without cause, of terminating this Agreement without cause by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 32. COST OF LITIGATION If any legal action is necessary to enforce any provision hereof or for damages by reason for an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may adjudge to be reasonable attorneys' fees. 33. COMPLIANCES Consultant shall comply with all laws, state or federal and all ordinances, rules and 0 regulations enacted or issued by City. 34. WAIVER A waiver by City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or a different character. 35. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or -15- i • 11 0 • implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. ATTEST: CITY CLERK APP • FORM: T• . F AcatAebbie�agla meHde.doc 09 -12 -96 -16- CITY OF NEWPORT BEACH A Municipal Corporation M CONSULTANT TATE OF • PPROVED BY THE STANDARD AGREEMENT*,TTORNEY GENERAL iO2(REV.S -91) CONTRACT NUMMIR UOG3 -95 -1445 TAX PAYER'S FEDEML EMPLOTEN [Q[ RFIGTION NUMBER HEEMENT, made and entered into this 30th day of June, 1996, tflW of California, by and between State of California, through its duly elected or appointed, qualified and acting STATE Executive Director Waste Manallement Board , hereafter called the State, and Newport Beach , hereafter called the Contractor. 'ITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulations of the State hereinafter expressed, les hereby agree to furnish to the State services and materials as follows: (Set forth service to be rendered by Contractor, amount to be paid Contractor, ne for performance or completion, and attach plans and specifications, if any.) ontractor agrees to undertake and complete all necessary tasks to implement a local used oil collection program as authorized by Public Resources Code .ction 48632(a) and as described in the Grantee's Local Government Used Oil Opportunity Grant Application as approved by the Board. ;+e term of the agreement will be 24 months, commencing on June 30, 1996 and terminating on June 30, 1998. Contractor will be paid in accordance ith Exhibit A and Exhibit B. The State will withhold 10% of the total grant award until completion of all work and other requirements to the satisfaction 'the State in accordance with this contract. xhibit A: Terms and Conditions ehibit B: Administrative Procedures and Requirements • )NTINUED ON EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER. ne provisions on the reverse side hereof constitute a pan of this agreement. WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. STATE OF CALIFORNIA CONTRACTOR :iNCY CONTRACTOR (If oNer Nat an it md=i. sure WheNa a.,pa ioa, pc ship, cm.) - alifornia Integrated Waste Management Board Newport Beach �A UTHORIZED SIGNATURE) BY (AUTHORIZED SIGNATURE) NTED NAME OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING Ralph E. Chandler LE ADDRESS Executive Director OUNTENCUMBEREDBY THIS PROGRAMiCATEGORY(CODE AND TITLE) FUNDTITLE De artment of General Services P CUMENi CA Used Oil Recycling Use Only (OPTIONAL USE) $232,926.00 OR AMOUNT ENCUMBERED ITEM CHAPTER STATUTE FISCAL YEAR I THIS CONTRACT $ - 0 - 3910 -604 -100 822 1995 1995 -96 rnL AMOUNT ENCUMBERED OBJECT OF EXPENDITURE tCODE ANDTITLE) DATE 1100 -23300 -702 $232,926.00 e rtify upon my own personal knowledge that budgeted funds are available T.B.A. N0, B.R. NO. hod and purpose of the expenditure stated above. M n NATURE OF ACCOUNTING OFFICER DATE CONTRACTOR n STATE AGENCY DEPT. OF GEN.SER. CONTROLLER STATE OF CALIFORNIA • STANDARD AGREEMENO STD I (REV.5 -91) (REVERSE) I. The Contractor agrees to indemnify. defend and save harmless the State, its officers. agents and employees from any • and all claims and losses accruing or resultin, to any and all contractors, subcontractors, matcriahmen. laborers and any other person, firm or corporation furnishing or supplying Aork services, materials or supplies in connection with the performance of this contract. and f-orn may and all claims and lodes accruing or resultin, to any person. firm or corpurniotn who may be injured or dammed by the Conn act in the performance of this contract. 2. l he Contractor, and the agents and employees of Contractor, in the pertin stance of tlm agreement. shall act in an independent capacity and not as ofticers or employees or agents ofthe State of California. 3. The State may terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perfimn the covenants herein contained at the tune and in the manner herein provided. In the event oaf such termination the.State nnav proceed with the work in ally manner deemed proper by the State. l'he cost to the State ,hall be deducted from ally sum due the Contractor under this agreement, and the balance, if any. shall be paid the Contractor upon demand. •t. Without the is ritten consent of the State, this agreement is not assi,rrtble by Contractor either in whole or in pmt. Mime is of the essence in this agreement. G. No alteration or variation of the terms of this contract shall be valid unless made in writin, and signed by the parties hereto. and no oral understanding m agreement not incorporated herein. shall be binding oil anv of the parties hereto. 7. Th_ consideration to be paid Contractor. as provided herein. shall be in compensation for all of Connactor's expense; incurred in the performance he;Li 1, including navel and per diem, unless otherwise expressly so provided. 3 �' E Exhibit A California Integrated Waste Management Board Used Oil Grant Program Terms and Conditions Purpose. The purpose of this agreement is to establish the terms and conditions of the Used Oil Opportunity Grant. Definitions. In interpreting this agreement, the following terms will have the meanings given to them below, unless the context clearly indicates otherwise. A. "Board" will mean the California Integrated Waste Management Board. B. "Executive Director" will mean the Executive Director of the California Integrated Waste Management Board, or his/her designee. C. "State" will mean the State of California, including but not limited to, the California Integrated Waste Management Board andfor its designated officer. D. "Grantee" will mean the recipient of funds pursuant to this Agreement. E. "Program Manager" will mean the Board staff person responsible for monitoring the grant. Audit. The Grantee agrees that the Board, the State Controller's Office and the State Auditor General's Office, or their designated representatives, will have an absolute right of access to all of the Grantee's records pertaining to the grant to conduct reviews and /or audits, including, but not limited to the Grantee's contractors, subcontractors, vendors, and any eq1ty receiving benefit from the grant funds. These records pertaining to the grant funds will be made available to the ated auditor(s) upon request for the reviews and /or audits. Such records will be retained for at least three (3) years a expiration of the agreement, or until completion of the action and resolution of all issues which may arise as a result of any litigation, claim, negotiation, or audit, whichever is later. If an audit reveals the Board funds are not being expended, or have not been expended in accordance with the agreement, the Grantee may be required to forfeit the unexpended portion of the funds and /or repay the Board for any improperly expended monies. Drug -Free Workplace Certification. The Grantee, by signing this agreement, certifies compliance with Government Code Section 8355 in matters relating to providing a drug -free workplace. The Grantee will: A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). B. Establish a Drug -Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following: (a) the dangers of drug abuse in the workplace, (b) the Grantee's policy of maintaining a drug -free workplace, (c) any available counseling, rehabilitation and employee assistance programs, and (d) penalties that may be imposed upon employees for drug abuse violations. C. Provide as required by Government Code Section 8355(c), that every employee who works on the proposed grant: (a) will receive a copy of the. company's drug -free policy statement, and (b) will agree to abide by the terms of the company's statement as a condition of employment on the grant. The person signing this grant on behalf of the Grantee swears that he/she is authorized to legally bind the Grantee to this certification and makes this certification under penalty of perjury under the laws of the State of California, &al Labor Relations Board Certification. The Grantee, by signing this agreement, swears under penalty of perjury ih no more than one final unappealable finding of contempt of court by a Federal court has been issued against the contractor within the immediately preceding two -year period because of the Grantee's failure to comply with an order of a Federal Court which orders the Grantee to comply with an order of the National Labor Relations Board. Used Oil Grant Terms and Conditions • Page 2 Availability of Funds. The Board's obligations under this agreement are contingent upon and subject to the availability of funds appropriated for this grant. Payment. The Budget states the maximum amount of allowable costs for each of the tasks identified in the Work Statement. The Board will reimburse the Grantee for performing only those services specified in the Work Statement and presented on the payment request. In the event the Grantee's projection of costs indicates a need to revise the Budget, the Grantee will notify the Board within ten (10) working days of the discovery of need for revision. Entire Aareement. This agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with the Attachments hereto, Grantee's application and supplemental information generated pursuant to the grant agreement contains the entire agreement of the parties. Failure to Complete Proiect. Given that the benefit to be derived by the Board from the full compliance by the Grantee with the terms of this grant is the investigation and application of technologies, processes, and devices which support reduction, reuse and /or recycling of wastes, should the Grantee fail to complete the project, the Board will only reimburse the Grantee for the work performed under the grant which resulted in either information, a process, usable data, or a partial product which can be used to aid in reduction, reuse and /or recycling of waste as determined by the Program Manager. Communications. All official communication from the Grantee to the Board will be directed to the Grantee's assigned Used Oil Grant Program Manager, Califomia Integrated Waste Management Board, 8800 Cal Center Drive, Sacramento, CA 95826. All formal notices required by this agreement will be given in writing and sent by prepaid mail, by personal delivery, or by FAX followed by an original. Confidentialitv/Public Records. The Grantee and the Board understand that each party may come into possession of information and /or data which may be deemed confidential or proprietary by the person or organization furnishing the information or data. Such information or data may be subject to disclosure under the California Public Records Act, commencing with Government Code Section 6250. The Board agrees not to disclose such information or data furnished by the Grantee and to maintain such information or data as confidential when so designated by the Grantee in writing at the time it is furnished to the Board, only to the extent that such information or data is exempt from disclosure under the California Public Records Act. Publicity and Acknowledgement. The Grantee agrees that it will acknowledge the Board's support each time projects funded, in whole or in part, by this agreement are publicized in any news media, brochures, or other type of promotional material. Ownership of Drawings. Plans and Specifications. The Board will have separate and independent ownership of all drawings, design plans, specifications, notebooks, tracings, photographs, negatives, reports, findings, recommendations, data and memoranda of every description or any part thereof, paid for in any part with grant funds, and copies thereof will be delivered to the Board upon request. The Board will have the full right to use said copies in any mannerwhen and where it may determine without any claim on the part of the Grantee, its vendors or subcontractors to additional compensation. Coovriahts and Trademarks. The Grantee assigns to the Board any and all interests and rights to copyright or trademark any material created or developed with grant funds. This assignment is valid if any portion of the creation or development of a copyright or trademark is paid for with funds granted by the Board. Upon written request by the Grantee the Board may, afthe Board's option, give express written consent to the Grantee to retain all or any part of the ownership of these rights. As used herein, "copyrightable material" includes all materials which may be copyrighted as noted in Title 17, United States Code, Section 102, as follows: 1) literary works, 2) musical works, including any accompanying words, 3) dramatic works, including any accompanying music, 4) pantomimes and choreographic works, 5) pictorial, graphic and sculptural works, 6) motion pictures and other audio visual works, and 7) sound recordings. As used herein, "trademarkable material" means any material which may be registered as a trademark, service mark or trade name • under the California Trademark Law, cited at Business and Professions Code (B &PC) Sections 14200- 14342. "Trademark" is defined by B &PC Section 14207. "Service mark" is defined by B &PC Section 14206. "Trade name" is defined by B &PC Section 14208. 7 ' J Oil Grant Terms and Conditions • Patents. The Grantee assigns to the Board all rights, title and interest in and to each invention or discovery that may be capable of being patented, that is conceived of or first actually reduced to practice in the course of or under this WBement, or with the use of any grant funds. Upon written request by the Grantee the Board may, at the Board's on, give express written consent to the Grantee to retain all or any part of the ownership of these rights. Successors and Assigns. The provisions of the agreement will be binding upon and inure to the benefit of the Board and the Grantee and their respective successors and assigns. Discretionary Termination or Assignment of Agreement. The Board will have the right to terminate this agreement at its sole discretion at any time upon 30 days' written notice to the Grantee. In the case of early termination, a final payment will be made to the Grantee upon receipt of a financial report and invoices covering costs incurred prior to ternination, and a written report describing all work performed by the Grantee to date of termination. Stop Work Notice. Immediately, upon receipt of a written notice to stop work, the Grantee will cease all work under the agreement. Disputes. If for any reason the Grantee and the Executive Director cannot reach mutual agreement, the Grantee may refer the dispute to the Board for final resolution. Remedies. Unless otherwise expressly provided herein, the rights and remedies hereunder are in addition to, and not in limitation of, other rights and remedies under the agreement, at law or in equity, and exercise of one right or remedy will not be deemed a waiver of any other right or remedy. Severability. If any provisions of this agreement are found to be unlawful or unenforceable, such provisions will be voided and severed from this agreement without affecting any other provision of the agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived, to the end that the agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms. Force Maieure. Neither the Board nor the Grantee, including the Grantee's contractor(s), if any, will be responsible under for any delay, default or nonperformance of this agreement, to the extent that such delay, default or erformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, or flood, or any other cause beyond the reasonable control of such party. Controlling Law. All questions concerning the validity and operation of the agreement and the performance of the obligations imposed upon the parties hereunder will come within the jurisdiction of and be governed by the laws of the State of California. Compliance. The Grantee shall comply fully with all applicable federal, state and local laws, ordinances, regulations and permits. The Grantee must provide evidence that all local, state and /or federal permits, licenses, registrations, and approvals for the proposed project have been secured and shall maintain compliance with such requirements throughout the grant period. The Grantee shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other requirement necessary to carry out the terms of this agreements. Any deviation from these stated requirements will result in non - payment of grant funds. Equipment and Supplies. Subject to the obligations and conditions set forth in this section, title to equipment and supplies acquired under a grant will vest upon acquisition in the Grantee. Use. Equipment and supplies shall only be used by the Grantee in the program for which it was acquired as long as needed, whether or not the program continues to be supported by Board funds. Insurance. The Grantee shall obtain, and keep in force for the term of this agreement, and require its contractors to obtain and keep in force, the following insurance policies which cover any acts or omissions of the Grantee, or its employees, engaged in the provision of service specified in this agreement. Proof that the following insurance is in place shall be submitted to the Board prior to the awarding of the grant. 1 Worker's Compensation Insurance in accordance with the statutory requirements of the State where the work is performed. 2. Comprehensive personal injury liability insurance, including coverage of owned, hired and nonowned automobiles. Used Oil Grant Terms and Conditions • Pape 4 3. Comprehensive property damage liability insurance, including coverage of owned, hired and nonowned automobiles. 4. Equipment and motor vehicle coverage at a level sufficient for replacement of property acquired under this agreement. 5. Insurance coverage required for program implementation pursuant to Title 22, California Case of Regulations, Section 66264.147. Hold Harmless. A. Grantee agrees to waive all claims and recourse against the State including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this agreement. This waiver extends to any loss incurred due to any product, structure or condition created pursuant to, or as a result of the grant agreement. B. Grantee agrees to indemnify, hold harmless and defend the State, its officials, officers, agents and employees against any and all claims, demands, damages; costs, expenses, or liability cost arising out of the activities undertaken, product, structure or condition created pursuant to, or as a result of this grant agreement. Nondiscrimination Clause (OCP - 2) During the performance of this grant, the Grantee, contractor and its subcontractors will not deny the grant's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor will they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age or sex. Grantee will ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. 2. Grantee will comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seg.), the regulations promulgated thereunder (California Administrative Code, Title 2, Section 7285.0 at sea.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code, Sections 11135 - 11139.5) and the regulations or standards adopted by the awarding State agency to implement such article. 3. Grantee and any subcontractors will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 4. Grantee will include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the grant. Third Cycle Used Oil Opportunity Grant - 1996/90 l/ + x , E • Exhibit B • 0 L� RECYCLE USED OIL Local Government Used Oil Opportunity Grant Third Cycle Administrative Procedures and Requirements June1996 0 i ., . Third Cycle Opportunity Grant - Administrative Procedures and Requirements Pane �• LOCAL GOVERNMENT USED OIL OPPORTUNITY GRANT PROGRAM THIRD CYCLE - 1996 -1998 • Administrative Procedures and Requirements INTRODUCTION These Administrative Procedures and Requirements for the Local Government Used Oil Opportunity Grant Program (Opportunity Grant) set forth the policies and procedures for administering the Opportunity Grant award made through the California Integrated Waste Management Board's (CIWMB) Used Oil Grant Program. This document, which is incorporated by reference into the grant agreement, describes the administrative reporting requirements, instructions for obtaining payment of the grant, and fiscal control procedures to be followed in implementing CIWMB funded Opportunity Grant programs. Direct any questions regarding this document or the grant agreement to your CIWMB Grant Manager, or the Used Oil Recycling Program at (916) 255 -2891. The mailing address is: California Integrated Waste Management Board, 8800 Cal Center Drive, Mail Station 4, Sacramento, CA 95826. ELIGIBLE PROGRAMS Opportunity Grant funding is for the establishment of new programs or the enhancement of existing programs that encourage recycling of used lubricating oil. Local used oil collection programs are to be developed by the Grantee, and it is the responsibility of the Grantee to ensure all costs are appropriate. The Grantee must adhere to the proposal approved by the CIWMB. A. ELIGIBLE EXPENSES Grantee's approved Budget Itemization. (An invoice dated after June 30, 1998 can be honored if it clearly shows the services were rendered during the grant term). It is the Grantee's responsibility to ensure that all claimed costs are • appropriate by reviewing all contract documents, newsletters, and other information updates supplied by the CIWMB's Used Oil Program, and consulting with the Grantee's CIWMB Grant Manager. All claimed costs to be funded with grant funds must be clearly related to implementation and operation of the proposed used oil program or the claim will not be considered or honored. Examples of eligible expenses are: ✓ Establishment of used oil collection centers ✓ Establishment or expansion of regularly scheduled or on -call curbside used oil collection (e.g., retrofitting of vehicles for curbside collection of used oil) ✓ Construction or improvement of permanent facilities for the collection of used oil (if other hazardous waste is collected at the facility, only the portions relating to used oil can be funded) ✓ HHW mobile, permanent, or one -day collection programs (used oil related expenses only) ✓ Establishment of collection opportunities for the agricultural community (used oil related expenses only) ✓ Equipment and supplies for collection of used oil (i.e., curbside oil containers, oil test kits, etc.) ✓ Personnel expenses directly related to the local used oil collection program (time sheets required for documentation) ✓ Collection costs for used oil /filters ✓ Storm drain stenciling (grant will fund up to 30% of costs) • ✓ Used oil collection facilities at marinas ✓ Staff training directly related to the implementation of the local used oil collection program Q 19tive Procedures i i Assistance to a private entity for expenses associated with offering free collection of used oil to the public 10% purchase preference for products derived from used oil, (e.g., rerefined lubricating oil, asphalt flux). The products must be used in the jurisdiction's fleet, contracted hauler's fleet, or for projects approved by the Grantee's CIWMB Grant Manager "Grantees must contact their CIWMB Grant Manager in writing before making expenditures listed below. Failure to do so may result in payment not being made." 4 ALL public education, advertising, or promotional materials (including materials previously approved under another grant), e.g., flyers, posters, mailers, videos, N and radios scripts, or premiums. Grantees MUST submit a final draft of these materials to their CIWMB Grant Manager for approval prior to production to determine funding level and appropriateness. Please allow at least 5 working days to review public education material. Allow a minimum of ten working days for review of non - English public education material 4 Travel expenses directly related to the implementation of the used oil collection program. Expenses will be reimbursed according to guidelines set forth in the State Administrative Manual sections 0700 -0741 and the current Department of Personnel Administration memorandum. For example: Mileage expenses may not exceed $0.24 per mile; Per diem may not exceed $79.00 plus tax per night for lodging; Meal allowances may not exceed $5.50 for breakfast, $9.50 for lunch, and $17.50 for dinner and are only allowable for a trip of 24 hours or longer; transportation must be the most economical taking into consideration employee time and direct costs 4 Purchase or leasing of any vehicle or trailer 4 Used oil collection tanks exceeding 550 gallons Financial assistance exceeding $2,500 for a privately -owned collection center Total costs for transportation and hauling of contaminated lubricating oil exceeding $1,000 during the grant term 4 Costs related to industrial generators 4 Copyrighted or trademarked materials B. INELIGIBLE EXPENSES Any expenses not directly related to the implementation of the proposed used oil program can not be funded. These include but are not limited to the following: X Expenses for services rendered or goods purchased prior to June 30, 1996, or after June 30, 1998. An invoice dated after June 30, 1998 can be honored if it clearly shows the services were rendered during the grant term X Overhead or indirect costs X Any portion of a program currently funded by a CIWMB loan or grant X Overtime costs (except for local government staffing during evening or weekend events when law or labor contracts REQUIRE overtime compensation) Oil spill remediation Enforcement activities X Computer hardware and software -:ra 11111(il X Office supplies X Cellular phones and pagers X Underground storage tanks Procedures and Rena irements 0 X Feasibility, planning, or background studies X Programs that are not cost effective X Travel expenses that are not directly related to the implementation of the used oil program X Any food or beverages (e.g., as part of meetings, workshops, training, events, etc.) X Equipment or other materials that are not primarily used to implement the used oil program X Purchase or retrofitting of-vehicles for any activities other than for curbside used oil collection X Financial assistance to a collection center that does not accept oil from the public for free X Staff training that is not directly related to the implementation of the local used oil collection program PUBLIC EDUCATION AND ACKNOWLEDGMENT 4 0 The Grantee MUST acknowledge the California Integrated Waste Management Board's funding ( e.g., Funding • Provided by a Grant from the California Integrated Waste Management Board) and prominently display the CIWMB "used oil drop logo" on all promotional materials and equipment funded by this agreement. Vehicles or other large pieces of equipment purchased with grant funds must have a sign attached indicating they were purchased with CIWMB grant funds using the "used oil drop" logo. Such signs are available from the CIWMB at no cost; or the Grantee, with their CIWMB Grant Manager's approval, may develop their own sign. Public education or promotional materials must contain an oil recycling message and list all collection.opportunities within the jurisdiction or indicate a telephone number for information on the centers in the jurisdiction. COPYRIGHTS AND TRADEMARKS As indicated in the Terms and Conditions included in the grant agreement, the Grantee assigns to the Board any and all interests and rights to copyright or trademark any material created or developed with grant funds. To avoid potential confusion on this issue it is recommend that Grantees include the following language in any contractslagreements they may enter into with subcontractors regarding materials that could be copyrighted or trademarked: "The parties agree that all "copyrightable" or "trademarkable" materials (including, but not limited to, artwork, graphics, literary works, musical works, motion picture and other audio - visual works, sound recordings, and materials which may be registered as trademarks, service marks, or trade names) developed pursuant to this Agreement shall be the property of the California Integrated Waste Management Board, as according to the terms and conditions of the Grant Agreement between (Name of Jurisdiction) and the California Integrated Waste Management Board, dated Grantees must obtain approval from the CIWMB Grant Manager prior to the purchase of copyrightable or trademarkable materials. 9 77 V Third Cvcle O000rtunity Grant - Admintative Procedures and Reouirements • PROGRESS REPORTS 0 Grantee must submit a Progress Report with each Payment Request. If a Payment Request has not been mitted by December 31, 1996, the Grantee must submit a Progress Report by January 15, 1997 covering progress during the first six months of the grant term. In addition, if a Payment Request has not been submitted between January 15, 1997 and September 30, 1997, the Grantee must submit a Progress Report by October 15 1997, covering progress during those nine months. The CIWMB Grant Manager may request a Progress Report from a Grantee at any time, and has authority to immediately suspend or terminate the agreement if progress is deemed unsatisfactory. Any problems or delays must be reported to the CIWMB Grant Manager immediately. Grantees should use a format similar to the sample found in Attachment A of this document. Each Progress Report must include: A detailed description, under each funded budget category, (i.e., Curbside Collection, Certified Collection Centers, Public Education, etc.) all work completed since the previous Progress Report. Describe any problems or special situations encountered An indication of the state of completion (percentage) of the tasks listed in the work statement of the grant application A discussion of anticipated accomplishments for the next reporting period Five copies of all final public education, advertising, or promotional materials produced, purchased and /or distributed with grant funds FINAL REPORT QFinal Report and Payment Request must be received by the CIWMB Grant Manager by August 14, 1998. Format ructions for the Final Report will be sent to Grantees during April 1998. If requested, the Grantee must make an oral presentation to the California Integrated Waste Management Board. FAILURE TO COMPLY Failure to comply with the reporting requirements specified above may result in termination of this agreement or suspension of any or all outstanding Payment Requests until such time as the Grantee has satisfactorily completed the reporting provisions. GRANT PAYMENTS All Payment Requests must include: 1. A Progress Report (Attachment A) detailing the activities accomplished since the previous Progress Report 2. An Itemization (Attachment B) of expenditures by budget category 3. A Payment Request Form (Attachment C) signed by the individual named by the resolution. Some jurisdiction's resolutions included the language "or designee" in addition to naming the signature authority for the grant. In those instances, the signature authority must send a letter to the CIWMB Grant Manager indicating who their designee(s) will be. A Personnel Expenditure Summary(s) (Attachment D) detailing the jurisdiction and consultant staff time spent on used oil collection programs 5. Documentation supporting all claimed expenditures (e.g., invoices and receipts) 101 Third Cycle Opportunity Grant - r A. GENERAL GUIDELINES • Payment can only be made to the Grantee. It is the responsibility of the Grantee to pay all contractors for goods and services rendered. The State will withhold ten percent (10 %) of the total Grant award until all conditions stipulated in the agreement have been satisfied. This is a reimbursement grant. However, requests for advance payment may be considered if they are submitted in writing to the CIWMB Grant Manager. The request must demonstrate the Grantee's need for advance payment and its ability to expend the funds upon receipt. Suggested documentation includes items such as purchase orders, bids, etc. Advance payments must be reconciled before any further payments are processed. B. BUDGET ITEMIZATION Payment Requests must include an itemization of all used oil related expenses by the following budget categories: Curbside Collection; Certified Collection Center(s); Non- certifled Collection Center(s); Temporary/Mobile Collection; School Education Program(s); Public Education; and Other Costs. Types of expenses that must be itemized include, but are not limited to: staff time (local government and contractor(s)); used oil /hauling costs; tanks; testing equipment; permanent/mobile oil collection events; and public /school education materials. Grantees are encouraged to use the format outlined in the attached sample itemization. C. SUPPORTING DOCUMENTATION Supporting documentation must be included with the Payment Request (i.e., legible copies of receipts, • invoices, and Personnel Expenditure Summaries (Attachment D). Supporting documents must contain sufficient information to verify that purchases made or costs incurred are eligible for payment. Purchase orders will not be accepted as appropriate documentation of expenses. Personnel expenditures must be computed on actual time spent on grant related activities. This should be reflected on the attached Personnel Expenditure Summary form or another form approved by the CIWMB Grant Manager that: • Records expenditures by the classifications) of the employee(s), source document (e.g., timesheet, date), date worked, hourly wagelrate (including benefits), number of hours worked, and grant related tasks performed. • Totals (hours X rate) the personnel expenses claimed for each task and for each form. Please complete separate forms for each employee. • Has been signed by the appropriate supervisor. If the form is submitted for contractor personnel, it must be signed by a supervisor at the contracted entity and signed by the person whose signature appears on the Payment Request Form. D. RELEASE OF FUNDS The Payment Request must be in the proper format and contain documentation for claimed expenses. Payment Requests that are not in the proper format or missing documentation will be returned to the Grantee for correction and resubmission. Payment Requests will be reviewed and approved for payment when the Grantee has submitted all required Progress Reports and documentation and the CIWMB Grant Manager has • determined them to be satisfactory. Grantees may expect payment within 45 calendar days from the date a Payment Request is approved by the CIWMB Grant Manager. Third Cycle Opportunity Grant - AdminiWtive Procedures and Requirements W p� MAILING ADDRESS *d all Progress Reports, Payment Requests, and other correspondence concerning your grant to your CIWMB rant Manager's attention at: California Integrated Waste Management Board Grants and Household Hazardous Waste Section 8800 Cal Center Drive, MS -4 Sacramento, CA 95826 GRANT CLOSURE The CIWMB Grant Manager will close out the grant when the Final Report and Payment Request are submitted and she/he determines that all applicable administrative actions and all required tasks of the grant have been completed. The Final Report must be approved before the Final Payment Request is approved and forwarded to the State Controller's Office for payment. The ten percent (10 %) retention will be released upon receipt and approval of the Final Report and Payment Request. AUDIT REQUIREMENTS The Grantee agrees that the CIWMB, the State Controller's Office and the State Auditor General's Office, or their designated representatives, will have an absolute right of access to all of the Grantee's records pertaining to the grant to conduct reviews and /or audits, including, but not limited to the Grantee's contractors, subcontractors, vendors, and any entity receiving benefit from the grant funds. These records pertaining to the grant funds will be made available to the designated auditor(s) upon request for the reviews and /or audits. Such records will be retained for at least three years after expiration of the agreement, or until completion of the action and resolution of all issues which may IVe as a result of any litigation, claim, negotiation, or audit, whichever is later. If an audit reveals the CIWMB funds are not being expended, or have not been expended in accordance with the agreement, the Grantee may be required to forfeit the unexpended portion of the funds and /or repay the CIWMB for any improperly expended moneys. EXCEPTIONS Any exceptions to these Administrative Procedures must be requested in writing. The request will be reviewed and a determination made by the Manager of the Used Oil /HHW Branch within ten working days. 0 Third Cycle Opportunity Grant - Administrative Procedures and Requirements Pa e 8 SAMPLE PROGRESS REPORT ATTACHMENT • CITY OF GRANTOILLE CONTRACT NO. UOG3 -95- 123 -45 PROGRESS REPORT JUNE 30 - NOVEMBER 15, 1996 CERTIFIED COLLECTION CENTERS Task 1: Provide tank for ABC Auto Parts ABC Auto Parts has been a certified collection center for two years and is very successful. The amount of used oil collected by ABC has increased greatly due to a ongoing public education campaign funded through the City's Block Grant. The increase has led to ABC having to turn DlYers away on occasion due to a full tank. The City and ABC recognizes the potential negative effects of turning people away who want to recycle and determined that installing a larger tank.would solve the problem. The City and ABC requested information on storage tanks and decided on ACME Brand 400 gallon tank. ABC ordered the tank and expects shipment by December 15. Installation of the tank should occur by January. This task is 50% complete is anticipated to be finished by January 31. Task 2: Establish 2 new Certified Collection Centers: • The City began putting together a list of potential centers from various sources including business license information, phone books, and trade associations. This task is 20% complete and is on schedule to be completed by May 1997. PERMANENT NON - CERTIFIED COLLECTION CENTERS Task 1: Construct city used oil collection center This task will begin in March 1997. No changes to this task are anticipated. PUBLIC EDUCATION Task 1: Design stickers for collection containers After obtaining approval from the CIWMB Grant Manager, the stickers have been printed and we are awaiting shipment of containers. Five copies of the sticker are enclosed. This task is complete. Task 2 Purchase and distribute collection containers to the public An order for 7,000 used oil collection containers was placed and should be received by December 10, 1996. Distribution will begin immediately at the city's used oil collection center and Third Cycle Opportunity Grant - Admitative Procedures and Requirements • pa p c Oty of Grantoille - Progress Report June 30 - November 15, 1996 Page 2 also at the Chief Auto Parts and Jiffy Lube certified collection centers. This task is 25% complete and on schedule to be completed by July 1997. Task 3: Purchase display banners This task has not progressed and is now scheduled to be completed by March 1997. As reported to our CIWMB Grant Manager in July, we had planned to purchase these banners during August; however, the company we had planned to place the order with suddenly went out of business. We hope to be able to find another company and place the order by January 1997 Please note that this sample is only to provide a recommended format for the Progress Reports and demonstrate the type of information that is required. It may be appropriate for Grantees to provide more information on each task than what has been shown here due to space constraints. • • 0 SAMPLE PAYMENT REQUEST ITEMIZATION ATTACHMENT B CITY OF GRANTOILLE UOG3 -94- 12345 PAYMENT REQUEST ITEMIZATION June 30 - November 15, 1996 CERTIFIED COLLECTION CENTER(S) "Waste Management Specialist 1- 60 hrs. @ $18.50 hr. & 32% benefits $1,465 `Waste Management Specialist II - 20 hrs. @ $22.38 hr. & 32% benefits 591 'Clerical - 24 hrs. @ $13.25 hr. & 32% benefits 420 "Used oil transportation & disposal - 4 pickups @ $50 per pickup 200 Subtotal $2,676 PUBLIC EDUCATION `Waste Management Specialist I - 32 hrs. @ $18.50 hr. & 32% benefits $ 781 "Printing of stickers for used oil containers - 7,000 @ 35¢ each. 2,450 Subtotal $3,231 TOTAL EXPENSES $5,907 `Copy of Personnel Expenditure Summary Form attached "Copy of invoice attached, claimed expenses are highlighted 0 • r1 LJ ;TATE OF CALIFORNIA iRANT PAYMENT REQUEST .tWMB 87 (NEW 71951 1 REIMBURSEMENT ❑ ADVANCE ❑ FINAL +ENCY/ BUSINESS NAME CALIFORNIA INT *TED WASTE MANAGEMENT BOARD ATTACHMENT C SEE INSTRUCTIONS ON BACK +ENCYI SUSWESS "UNG ADDRESS (INCLUDE STREET, CnY, STATE, LP CODE) UtK I IhIUA I JUN :e try that the anove infoRnaGOn is correct and that ad funds rece ved have been orwU be expended in accordance with the approved agreement for afdomia Integrated Waste Management Board grant lunding. 3NATVRE OF PERSON AUTHORIZED BY RESOLLMON I DATE SIGNED )UNT OF PAYMENT REQUESTED $ S W RHHOLD OF APPUCAII E AND AUTHORIZED IN GRANT AGREEMENT) $ iER $ )UNT AUrriORRED FOR PAYMEM I rt M 0 INSTRUCTIONS FOR COMPLETING FORM 0 • GRANTEE'S INVOICE NUMBER: Number assigned to payment request form by the Grantee (optional). GRANT NUMBER ASSIGNED BY CIWMB: Grant contract number assigned by the CIWMB as it appears on the top right hand comer of the grant agreement. GRANTEE'S NAME: Agency or business name as it appears on the grant agreement. SEND WARRANT TO: Agency or business name as it appears on the grantagreement. Subsequent lines are for the contact person's name and mailing address. TYPE OF PAYMENT: Check "reimbursement' if this is a regular payment request; check "advance" only if advance payment request is accompanied by a letter justifying the request (the advance payment request must be approved by the CIWMB Grogram Manager); check "final" when all tasks have been completed. CERTIFICATION: Signature of the person authorized in the Resolution/Letter of Authorization included with the grantee's application. Please also type or print this person's name. title and date of signature. The following items will be completed by CIWMB staff: AMOUNT OF PAYMENT REQUESTED: Amount of this payment request. _ESS WITHHOLD: Withhold amount authorized in the grant agreement. The CIWMB Project Manager will calculate any vithhold based on the amount of the payment. • DTHER: Miscellaneous additions or deductions as determined by the CIWMB Project Manager. AMOUNT AUTHORIZED FOR PAYMENT: Amount authorized by the CIWMB Project Manager for reimbursement on this 3ayment request. COMMENTS: CIWMB Project Manager's explanation of the miscellaneous additions or deductions of this payment request, 3s well as other comments related to this payment request. ]ATE RECEIVED: Date payment request received by the CIWMB. :IWMB PROJECT MANAGER APPROVAL: Signature and date of the CIWMB Project Manager's approval of this payment equest. :IWMB GRANT PROGRAM MANAGER APPROVAL: Signature and date of the CIWMB Grant Program Manager's approval J this payment request. y CA n Z O A P7 0 y u J Z y ?7 m H z y c n i f Rf i o Z a 3 0 1 l J ts7 n 3 a x x a C d G'1 Gs7 n a M 0 �G a Z e� ro r 0 .e V . V n O z z C7 r 7Q M v n Z C C N n 7n polo 1� a D x m m z z 3 n w N N_ A W O D O C `4 n A d 0 C A 7 �d o. A y �1 n y O 6 A A N 0 .m. C A y -3 y x a x x a C d G'1 Gs7 n a M 0 �G a Z e� ro r 0 .e V . V n O z z C7 r 7Q M v n Z C C N n 7n polo 1� a D x m m z 0 R N N N k a 3 m 3 w c N N � C ° 1 � y ui C Oy. O S N_ n 7 o n. o- w .� n R N S O. n m w 7 9 s ° � H C S � NOi w � G N N O c..j =H n S G O tD w w H e c O � O C. S O O = 0o R m � � n R O b O 0 O m n w O (D a O' o m m F ., a w O Q w s ° S 0 C y 0 d w 0 C. 0 w O c x n n O C 3 0 w 0 b 0 C N �N ry w m v s m N c C C [D ° M s 0 c F Q 7< O a c (D a S S O G �e w R 0 e �t R tz A 7 A o w ° c Q f0 7 m 0 3 T m am am rc 3 =i o °' OOOC7 ro ro O o n ee N m aQ N N m D+ > > m m m m n o n w w m m m m m c ^: M M1 ff Q 7 f'I c y tD tD O n � y • A •o m m a D O m n m m O m N O m m C 7 T� R ° 3 r .� �• y Q 1 '•� O in �o m N r r O l0 N w \ \ \ A v o � A W � o •• 7 �• n n. " C O N c� S O v u• O � c O O O fD A CL CD � to � 5 N N to N N �!•� N O O y r p O• n O 7 m O n 0 m m M O w p O O ro ITM R m M1 0 7 M m N 11 W 0. M C -0 r rt" m r o o_ o a n m n o c N n m O 1 3 O m M1 Y• O ro S N n rt r M N S � r C Y• M'O l S m M n m O m m Y• m M1 .'t. n * m n l mm an w w a n 0. ti M n r m F m o m Y• m R M 7 7 M y ! rt O O ° n c m n � •a \ m M Y- ao r m 7 �ax n \ Y• o 0 m �oonM1 m n u• Y• x• 3 rr '.. Y I w Y 5 m o n M y Q M Y• Y a m M O m o > > a n k a 3 m 3 w c N N � C ° 1 � y ui C Oy. O S N_ n 7 o n. o- w .� n R N S O. n m w 7 9 s ° � H C S � NOi w � G N N O c..j =H n S G O tD w w H e c O � O C. S O O = 0o R m � � n R O b O 0 O m n w O (D a O' o m m F ., a w O Q w s ° S 0 C y 0 d w 0 C. 0 w O c x n n O C 3 0 w 0 b 0 C N �N ry w m v s m N c C C [D ° M s 0 c F Q 7< O a c (D a S S O G �e w R 0 e �t R tz A 7 A o w ° c Q '21, e 1 y c 3 =i o °' a w ee aQ o n A f'I c • A B = M Q .� �• y Q 1 '•� o m w o •• 7 �• n n. " C O S O CIQ CL CD � to � 5 � p n. c o n o c @ o y 3 S S � �• c O l O O w O y .'t. n •� l 3 7 n• 0 �^ S (e G• w N OS ^ m y ! ° w � •a n � ao n �. m O y w 5 y Q w o a o s w y 0 O R O O c0 S R1 •� (IQ 0 C o a to w �• d b ti vi to = O r PO Ca pr o N n O S y � S O w O E w v a c• •� = Z• N w OQ �c" y 0. `G y O Cr . V ° ^ o .�.. w�. OG V• a- 00 Y y S O (D w w w n m � y m ° S o o ° ❑ o O o y C = O Q. � p \ n o S ^ . o � n ° o _ y n CONULTANT AGREEMENT THIS AGREEMENT, entered into this 30th day of September, 1996, by and between CITY OF NEWPORT BEACH , a Municipal Corporation (hereinafter referred to as "City "), and AMERICLEAN ENVIRONMENTAL SERVICES, INC., whose address is 188 Pomona Avenue, Long Beach, California, 90803, (hereinafter referred to as "Consultant'), is made with reference to the following: RECITALS A. City is a Municipal Corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. The principal members of the Consultant are Michael Balliet, Louis Ippolito, Glen Fernandez, and Steven Howe. C. City has obtained approval for a "Local Government Used Oil Opportunity Grant -- Third Cycle No. UOG3 -95- 1445 -30 ", hereinafter "Third Cycle Opportunity Grant," from the State of California Integrated Waste Management Board Used Oil Grant Program. -1- D. City intends to use the services of an independent consulting firm on a subcontract basis for support and implementation of the grant pursuant to the provisions of City's contract with the State. E. Consultant has represented to City that Consultant has the requisite training, knowledge and facilities to properly perform the required services in a thorough, competent, professional and workmanlike manner. F. City desires to engage Consultant to develop, implement, and manage a used oil recycling program uponthe terms and conditions contained in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The Term of this Agreement shall commence on the 30th day of September, 1996, and shall terminate on the 30th day of June, 1998, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform the tasks set forth in the May 6, 1996 "Revised Budget Itemizations Local Government Used Oil Opportunity Grant" marked Exhibit "A ", attached hereto and incorporated herein by this reference. -2- 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Exhibit "A ", attached hereto and incorporated herein by this reference. 4. STANDARD OF CARE All of the work shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement and that it will perform all services in a manner commensurate with the community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City nor have any contractual relationship with City. The Consultant shall be responsible to City for any errors or omissions in the execution of this Agreement. Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications and approvals required of its profession. Consultant further represents and warrants that it shall keep in effect all such licenses, permits and other approvals during the term of this Agreement. 5. INDEPENDENT PARTIES City retains Consultant on an independent contractor basis and Consultant is not an employee of the City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of -3- employment with City will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including, but not limited to, unemployment insurance, worker's compensation plans, vacation and sick leave, are available from City to Consultant, its employees or agent. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Consultant agrees to work closely and cooperate fully with City's designated Project Administrator, and any other agencies which may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the project. 7. PROJECT MANAGER The Consultant shall assign the project to a Project Manager, who shall coordinate all phases of the project. This Project Manager shall be available to the City at all times. The Consultant has designated Michael Balliet to be its Project Manager. 8. TIME OF PERFORMANCE The tasks to be performed by Consultant under and pursuant to this Agreement shall be completed as contemplated by Exhibit "A ". Consultant shall receive no additional compensation if completion of its obligation under this Agreement requires a time greater than as set forth on Exhibit "A ". Each party hereby agrees to provide timely notice to the other of any violation occurring under this Section and the cause thereof. -4- 9. CITY POLICY Consultant will discuss and review all matters relating to policy and project direction with the Project Administrator in advance of all critical decision points in order to ensure that the project proceeds in a manner consistent with City goals and policies. 10. CONFORMANCE TO APPLICABLE REQUIREMENT All work prepared by Consultant shall conform to applicable city, county, state and federal requirements and be subject to approval of the Project Administrator and City Council. 11. PROGRESS Consultant is responsible to keep the Project Administrator and/or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 12. HOLD HARMLESS Consultant agrees to indemnify, defend, save and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suites, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damages, attorneys fees and court costs arising from any and all negligent actions of Consultant, its employees, agents or subcontracts in the performance of services or work conducted or performed pursuant to this Agreement. -5- 0 Consultant shall indemnify and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the Consultant's negligent performance of services or work conducted or performed pursuant to this Agreement. 13. INSURANCE _Without limiting consultant's indemnification of City, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to the City. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement. All insurance policies shall add as insured the City, it selected officials, officers and employees for all liability arising from Consultant's services as described herein. Prior to the commencement of any services hereunder, Consultant shall provide to City certificates of insurance from an insurance company certified to do business in the State of California, with original endorsements, and copies of policies, if requested by City, of the following insurance, with Best's Class B or better carriers: IM A. Worker's compensation insurance covering all employees and principals of the Consultant, per the laws of the State of California; B. Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of $1 million combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial general liability insurance or other form with a general aggregate is used, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be twice the occurrence limit; C. Commercial auto liability and property insurance covering any owned and rented vehicles of Consultant in a minimum amount of $1 million combined single limit per accident for bodily injury and property damage. D. Professional errors and omissions insurance which covers the services to be performed in connection with this Agreement in the minimum amount of One Million Dollars ($1,000,000.00). Said policy or policies shall be endorsed to state that coverage shall not be suspended, voided or canceled by either party, or reduced in coverage or in limits except after thirty (30) days' prior notice has been given in writing to City. Consultant shall give to City prompt and timely notice of claim made or suit instituted arising out of Consultant's operation hereunder. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. -7- 0 Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right of subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 14. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any interest in this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without consent of City shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of an attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more of the assets of the corporation, partnership or joint venture. 15. REPORTS Each and every report, draft, work product, map, record and other document reproduces, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of City, and shall be turned over to City upon termination of this Agreement or completion of the Project. No report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. Consultant shall, at such time and in such forms as City may require, furnish reports concerning the status of services required under this Agreement. 16. CONFIDENTIALITY The information which results from the services in this Agreement is to be kept confidential unless the release of information is authorized by the City. 17. CITY'S RESPONSIBILITIES City shall furnish to Consultant base, maps, existing studies, ordinances, data and other existing information as shall be requested by Consultant and materials in City's possession necessary for Consultant to complete the work contemplated by this Agreement. City further agrees to provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. si 18. ADMINISTRATION This Agreement will be administered by the General Services Department. The General Services Director or his /her designees shall be considered the Project Administrator and shall have the authority act for the City under this Agreement. The Project Administrator or his /her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. 19. EXTRA WORK All extra work must be authorized in writing by the Project Administrator and Consultant shall not be entitled to extra compensation without authorization. Consultant shall receive compensation for extra work only when authorized and paid in advance by the State. 20. RECORDS Consultant shall keep records and invoices in connection with its work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit and make transcripts or copies of such records. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. -10- y i • 21. REIMBURSEMENT FOR EXPENSES Consultant shall not be reimbursed for any expenses unless authorized in writing by City, and only after City is reimbursed by State.. 22. MONTHLY INVOICES Consultant shall submit invoices to the City on a monthly basis in accordance with Consultant's schedule of fees contained in Exhibit "A" hereof. Each invoice will be itemized and reported pursuant to and on such form provided by the State Administrative Procedures and Requirements for the Third Cycle Opportunity Grant. Each invoice shall show the number of hours worked per person /consultant and the nature of the work performed. 23. PAYMENT OF COMPENSATION Payment of compensation is contingent upon and will be paid upon receipt of funds from the State under the Third Cycle Opportunity Grant. 24. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue its work for a period of thirty (30) days from the date of withholding as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. The determination of the City Manager with respect to such matter shall be final. Consultant shall be entitled to receive interest -11- on any withheld sums at the rate of seven percent (7 %) per annum from the date of withholding of any amounts found to have been improperly withheld. 25. ERRORS AND OMISSIONS If the Project Administrator determines that the Consultant's negligence, errors or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors or omissions in the plans or contract specifications, Consultant shall reimburse City for the additional expenses incurred by the City including engineering, construction and /or restoration expense. 26. NONDISCRIMINATION BY CONSULTANT Consultant represents and agrees that Consultant, its affiliates, subsidiaries or holding companies do not and will not discriminate against any subcontractor, consultant, employee or applicable for employment because of race, religion, color, sex, handicap or national origin. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 27. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with this project. -12- 28. CONFLICTS OF INTEREST A. The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. B. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by the City. The Consultant shall indemnify and hold harmless the City for any claims for damages resulting from the Consultants violation of this Section. 29. SUBCONTRACTING A. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior approval of City. B. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 30. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered -13- personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA, 92659 -1768 Attention: General Services Director All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Americlean Environmental Services, Inc. 188 Pomona Avenue Long Beach, CA, 90803 Attention: Michael Balliet, Project Manager 31. TERMINATION In the event Consultant hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be.deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days, or if more than two (2) days are reasonably required to cure the default and Consultant fails to give adequate assurance of due performance within two (2) days after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. -14- 0 City shall have the option, at its sole discretion and without cause, of terminating this Agreement without cause by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 32. COST OF LITIGATION If any legal action is necessary to enforce any provision hereof or for damages by reason for an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may adjudge to be reasonable attorneys' fees. 33. COMPLIANCES Consultant shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by City. 34. WAIVER A waiver by City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or a different character. 35. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or -15- 0 0 implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. ATTEST: � I G&-A,^f_, /� �J 'f"k0e, CITY CLERK • - - -OVED AS TO FORM: F Acat\debbie\aglameride.doc 09 -12 -96 -16- CITY OF NEWPORT BEACH A Municipal Corporation By: � Mayor John W. Hedges CONSULTANT