HomeMy WebLinkAbout2023 CON Solana Center for Environmental Innovation - Organic Waste Reduction SB 1383AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
SOLANA CENTER ER FOR ENVIRONMENTAL .I IEI TAL INNOVATION
THIS AGREEMENT is entered into on this 2nci day of May, 2023, by and between the CITY
NATIONAL CITY, a municipal corporation (the "CITY"), and SOLANA CENTER FOR
ENVIRONMENTAL INNOVATION, a California nonprofit corporation (the "CONSULTANT").
RECITALS
WHEREAS, in 2020, CalRecycle adopted regulations to implement the organic waste reduction
and edible food recovery targets set forth in Senate Bill 1383 (the "SB 1383 Regulations"). These SB 1383
Regulations impose certain requirements on local jurisdictions pertaining to the implementation of
organic waste recycling programs, including, but not limited to, requirements to provide education and
outreach and to establish an edible food recovery program.
WHEREAS, on April 27, 2022 the Department ofResources Recycling and Recovery (Cal Recycle)
awarded the City of Natioal City a grant in the amount of $89,461.
WHEREAS, on August 2, 2022 by Resolution No. 2022-121 the City ofNational City accepted the
Grant from CalRecycle in the amount of $89,461 for the City's Edible Food Recovery Program.
WHEREAS, Regional Solid Waste Association (RSWA) is a joint powers authority comprised
of the following six regular members: ers: the City of el Mar, the City of Encinitas, the City ofNational
City, the City of Poway, the City of Solana Beach, and the City of Vista.
WHEREAS, on October 1, 2020, the RSWA Board ofDirectors entered into an agreement (RSWA
Agreement) with Solana Center for Environmental Innovation to provide services to support compliance
with the requirements of SB 1383 and the following amendments: Amendment No. 1 dated May 26, 2021,
Amendment No. 2 dated December 1, 2021, Amendment No. 3 dated April 15, 2022 and Amendment No.
4 dated October 10, 2022.
WHEREAS, the RSWA Agreement, current and as amended, provides unit prices for
services that will apply to this agreement.
WHEREAS, the CITY desires to employ a CONSULTANT to provide SB 1383 Compliance
Support Services for National City's Food Recovery Program.
WHEREAS, the CITY has determined that the CONSULTANT is uniquely qualified by virtue of
its experience, training, education, reputation, and expertise to provide the SB 1383 Compliance Support
Services desired by the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT
to provide SB 1383 compliance ,ce support services and the CONSULTANT agrees to perform the services set
forth here in accordance with all terms and conditions contained herein.
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The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become
effective on May 2, 2023. The duration of this Agreement is for the period of May 2, 2023 through April
, 2024. This Agreement may be extended by mutual agreement upon the same terms and conditions for
an additional one 1 year term. The Parties may exercise up to three one-year extensions. Any extension
of this Agreement must be approved in writing by the City Council.
3. SCOPE SERVICES. The CONSULTANT will perform services as set forth in the
attached Exhibit "A".
The CONSULTANT shall be responsible for all research and reviews related to the work
and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY.
The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council
advised of the progress on the project.
The CITY may unilaterally, or upon request from the CONSULTANT, from time to time
reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement
Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose
of negotiating a corresponding reduction or increase in the compensation associated with said change in
services,
4. PROJECT COORDINATION AND SUPERVISION. Director of Public Works City
Engineer hereby is designated as the Project Coordinator for the CITY and will monitor the progress and
execution of this Agreement. The CONSULTANT shall assign a. single Project Director to provide
supervision and have overall responsibility for the progress and execution of this Agreement for the
CONSULTANT. Mallika a Sen, Environmental Solutions Director, thereby is designated as the Project
Director for the CONSULTANT.
5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall
be based on monthly billings covering actual work performed. Billings shall include labor classifications,
respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit
"A" shall not exceed $89,461.00. The compensation for the CONSULTANT'S S work shall not exceed the
rates set forth in Exhibit "A". Monthly invoices will be processedfor payment and remitted within thirty
days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as
determined by the CITY.
The CONSULTANT shall maintain all books, documents, papers, employee time sheets,
accounting records, and other evidence pertaining to costs incurred, and shall make such materials available
at its office at all reasonable times during the term of this Agreement and for three 3 years from the date
of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the
CITY, if requested.
6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may
arise a.s to the quality or acceptability of the services performed and the manner of performance, the
acceptable completion of this Agreement, and the amount of compensation due. In the event the
CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the
CONSULTANT shall give to the other written notice. Within ten 1 business days, the CONSULTANT
and the CITY shall each prepare a report which supports their position and file the same with the other
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party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the
manner of performance and/or the compensation payable to the CONSULTANT.
'. DISPOSITION AND WN SHIM of DOCUMENTS. The Memoranda, Reports,
Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this
project, whether paper or electronic, shall: 1 be free from defects; 2 become the property of the CITY
for use with respect to this project; and shall be turned over to the CITY upon completion of the project,
or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to
the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to
reproduce, all written material, drawings, plans, specifications, or other work prepared under this
Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall
not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further
document(s) necessary to further effectuate this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign,
transfer, or in anyother way, medium, or method utilize the CONSULTANT'S written work product for
the CITY' S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted
to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications prepared
by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with
respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the
documents be used by the CITY for some project other than what was expressly agreed upon within the
Scope of Services of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this
Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint
venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are
employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S
employees, including but not limited to retirement, medical, unemployment, or workers' compensation
insurance.
This Agreement contemplates the personal services of the CONSULTANT and the
CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY
for entering into this Agreement was, and is, the professional reputation and competence of the
CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by
the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to
prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS. as
the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All
agreements by CONSULTANT with its SUBCONSULTANTS shall require the SUBCONSULTANT S
to adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control
over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as set forth in
this Agreement. The CONSULTANT, or the CONSULTANT'S agents, servants, or employees are not in
any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and
employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are
solely prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance
of the services to be provided herein, shall comply with all applicable state and federal statutes and
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regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now
in force or subsequently enacted. The CONSULTANT and each of its SU C TSULT NT S , shall obtain
and maintain a current City of National City business license prior to and during performance ofany work
pursuant to this Agreement.
11. 14CENSES PERMITS ETC. The CONSULTANT represents and covenants that it has
all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice
its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to
CITY upon request The CONSULTANT represents and covenants that the CONSULTANT shall, at its
sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or
approval which is legally required for the CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this Agreement, shall
perform in a manner consistent with that level of care and skill ordinarily exercised by members of the
CONSULTANT' S trade or profession currently practicing under similar conditions and in similar locations.
The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT' S
employees and members of the public from risk of harm arising out of the nature of the work and/or the
conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT
SULTANT
warrants to the CITY that it is not now, nor has it for the five years preceding, been debarred by a
governmental agency or involved in debarment, arbitration or litigation proceedings concerning the
CONSULTANT'S professional performance ce or the furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products, treatments,
processes or materials whose availability is critical to the success of the project the CONSULTANT has
been retained to perform, within the time requirements of the CITY, or, when no time is specified, then
within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY
otherwise, the CONSULTANT T warrants that all products, materials, processes or treatments identified in
the project documents prepared for the CITY are reasonably commercially available. Any failure by the
CONSULTANT SULTAI T to use due diligence under this sub -section will render the CONSULTANT liable to the
CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame specified or,
when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate
against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual
orientation, maritalstatus, national origin, physical handicap, or medical condition. The CONSULTANT
will take positive action to insure that applicants are employed without regard to their age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical
condition. Such action shall 'include but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selectionfor training, including apprenticeship. The CONSULTANT agrees to post in
conspicuous places available to employees and applicants for employment any notices provided by the
CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to
the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform
the services to be provided herein. The CONSULTANT shall treat all such information as confidential and
shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall
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limit the use and circulation of such information, even within its own organization, to the extent necessary
to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall
not apply to any part of the information that i has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available
sources of information; iii is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party,
but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third
party.
The CONSULTANT shall not disclose any reports, recommendations, conclusions or other
results of the services or the existence of the subject matter of this Agreement without the prior written
consent of the CITY. In its performance hereunder, the CONSULTANT T shall comply with all legal
obligations it may now or hereafter have respecting the information or other property of any other person,
firm or corporation,
CONSULTANT shall be liable to CITY for any damages caused by breach of this condition,
pursuant to the provisions of Section 15.
15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by
law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its
officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages
to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions,
proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers'
compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S
performance or other obligations under this Agreement; provided, however, that this indemnification and
hold harmless shall not include any claims or liability arising from the established sole negligence or willful
misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in
the defense of any action, and CONSULTANT T shall employ competent counsel, reasonably acceptable to
the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall survive the
termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement
that occurredduring the term of this Agreement.
16. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
16.1 PERS Eligibility Indemnification. If CONTRACTOR's 's employee(s) providing services
under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public
Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY,
CONTRACTOR I shall indemnify, defend, and hold.. harmless. CITY for the payment of any employer and
employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties
and interest on such contributions which would otherwise be the responsibility of the CITY.
CONTRACTOR'S employees providing service under this Agreement shall not: 1 qualify
for any compensation and benefit under PERS; 2 be entitled to any benefits under PERS; enroll in
PERS as an employee of CITY; 4 receive any employer contributions paid by CITY for PERS benefits;
or be entitled to any other PERS-related benefit that would accrue to a CITY employee.
CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this
Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal
policy, rule, regulation, law or ordinance to the contrary.
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1. .2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement
shall be the full and complete compensation to which CONTRACTOR ACTOI and CONTRACTOR' s officers,
employees, agents, and subcontractors are entitled for performance of any work under this Agreement.
Neither CONTRACTOR nor CONTRACTOR' s officers, employees, agents, and subcontractors are
entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY
employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR.
The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR.
16.3 Indemnification for Employee Payments. CONTRACTOR ALTO agrees to defend and indemnify
the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any
contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation
payment which the CITY may be required to make on behalf of 1 CONTRACTOR, ., 2 any employee of
CONTRACTOR, or any employee of CONTRACTOR construedto be an employee of the CITY, for
work performed under this Agreement. ent. This is a continuing obligation that survives the termination of this
Agreement.
17. WORKERS' .COMPENSATION. The CONSULTANT shall comply with all of the
provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the
applicable provisions of Division 4 and 5 of the California Labor Code and all amendments ents thereto; and all
similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its
officers, employees, and volunteers from and against all claims, demands, payments, suits, actions,
proceedings, and judgments of every nature and description, including reasonable attorney's fees and
defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers,
for or on account of any liability under any of said acts which may be incurred by reason of any work to be
performed by the CONSULTANT under this Agreement.
18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and
maintain, and shall require its SUBC I SULTA TT S , when applicable, to purchase and maintain
throughout the term of this Agreement, the following insurance policies:
A. I If checked, Professional Liability Insurance (errors and omissions) with
minimum limits of $1,000,000 per occurrence.
I. Automobile Insurance covering all bodily injury and property damage incurred
during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit
per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy
shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a
separate additional insured endorsement shall be provided.
C. Commercial General Liability Insurance, with minimum limits of either
$2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000
aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of
its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers,
agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement
shall be provided. The general aggregate limit must apply solely to this "project" or "location". The
"project" or "location" should be noted with specificity on an endorsement that shall be incorporated into
the policy.
D. Workers' Compensation Insurance in an amount sufficient to meet statutory
requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits
of at least $1,000,000. per accident. In addition, the policy shall be endorsed with a waiver of subrogation
in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this
Agreement.
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If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration
shall be provided to CONSULTANT by CITY.
L. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,
officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any
loss under said insurance. Said policies shall provide for thirty 3 days prior written notice to the MY's
Risk Manager, at the address listed in subsection G below, of cancellation or material change.
P. If required insurance coverage is provided on a "claims made" rather than
"occurrence form, the CONSULTANT T shall maintain such insurance coverage for three years after
expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or
before the date of this Agreement.
G. The Certificate Holder for all policies of insurance required by this Section shall be:
City of National City
eo Risk Manager
1243 National City Boulevard
National City, CA 19 - 3 97
H. Insurance shall be written with only insurers authorized to conduct business in
California that hold a current policy holder's alphabetic and financial size category rating of not less than
A: II according to the current Best's Key Rating Guide, or a company of equal financial stability that is
approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines"
carriers, they must be included on the most recent List of Approved Surplus Line Insurers "L S I" and
otherwise meet rating requirements.
This Agreement shall not take effect until certificate(s) or other sufficient proof that
these insurance provisions have been complied with, are filed with and approved by the CITY' S Risk
Manager. If the CONSULTANT does not keep all insurance policies required by this Section 18 in full
force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain
the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein.
J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to
andapproved by the CITY. CITY reserves the right to modify the insurance requirements of this Section
18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the
minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both)
maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to the CITY.
19. LEGAL FEES. If any party brings a suit or action against the other party arising from any
breach of any of the covenants or agreements or any inaccuracies in any of the representations and
warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing
party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to
have and recover of and from the other party all costs and expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is stipulated that
attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in
determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the
CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution
or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party.
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20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY. Termination
without cause shall be effective only upon 30-day's written notice to the CONSULTANT. During said 30-
day period the CONSULTANT shall perform all services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for cause in the
event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with
the formation of this Agreement or the performance of services, or the failure to perform services as directed
by the CITY.
C. Termination with or without cause shall be effectedby delivery of written Notice of
Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports, Maps,
Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or
electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT
shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such
documents and other materials up to the effective date of the Notice of Termination, not to exceed the
amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if
any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7
E. The CITY further reserves the right to immediately terminate this Agreement upon:
(1) the filing of a petition in bankruptcy affecting the CONSULTANT; 2 a reorganization of the
CONSULTANT for the benefit of creditors; or a. business reorganization, change in business name or
change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted hereunder shall be
in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent
by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage
prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be
deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the
person to receive such notice, 1i if sent by overnight mail, the business day following its deposit in such
overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five days (ten (10) days
if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute,
or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or
cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy,
facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or
sent as specified above shall be directed to the following persons:
To CITY: Roberto Yam
Director of Public Works City Engineer
Engineering & Public Works Department
artment
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONSULTANT:
Jessica Toth
Executive Director
Solana Center for Environmental Innovation
137 N. El Camino Real
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Encinitas, CA 92 024
Telephone: 7 436-7986 .t. 713
Email: jjessica.toth@solanacenter.org
Notice of change of address shall be given by written notice in the manner specified in this
Section. Rejection ection or other refusal to accept or the inability to deliver because of changed address of which
no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication
sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile
or fax must be confirmed within forty-eight hours by letter mailed or delivered as specified in this
Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS.
During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any
person or entity whose interests conflict in any way with those of the City of National City. The
CONSULTANT also agrees not to specify any product, treatment, process or material for the project in
which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying
the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform
Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself
and shall not use its official position to influence in any way any matter coming before the CITY in which
the CONSULTANT has a financial interest as defined in Government Code Section 87103. The
CONSULTANT represents that it has no knowledge of any financial interests that would require it to
disqualify itself from any matter on which it might perform services for the CITY.
■
If checked, the CONSULTANT shall comply with all of the reporting requirements
of the Political Reform Act and the National City Conflict of interest Code. Specifically, the
CONSULTANT shall file a Statement ofEconomic Interests with the City Clerk of the City of National
.al
City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses
the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT.
23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under
this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California
Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is
solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in
accordance with all laws, ordinances, rules, and regulations.
24. ADMINISTRATIVE TIV PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in this
Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall
automatically be extended until 5:00 p.m. Pacific Time of the next clay which is not a Saturday, Sunday r
federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, together, shall constitute but one and the same
instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of this
Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall
not be used for the interpretation or determination of the validity of this Agreement or ally provision hereof.
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D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the
execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of
the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby
incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions
thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms
and conditions of this Agreement shall control.
F. Amendment to this Agreement. The terms of this Agreement may not be modified
or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption , Rights. CONSULTANT shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY.
H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not
operate as a waiver of any future breach of any such provision or any other provision hereof.
Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. The venue for any legal action arising under this Agreement shall
be in either state or federal court in the County of San Diego, State of California.
J. Audit. If this Agreement exceeds ten -thousand dollars 1 ,00 , the parties shall be
subject to the examination and audit of the State Auditor for a period of three years after final payment
under the Agreement, per Government Code Section 8546.7.
K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations
and communications, oral or written, and contains the entire agreement between the parties as to the subject
matter hereof. No subsequent agreement, representation, or promise ise made by either party hereto, or by or
to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in
writing and executed by the party to be bound thereby.
L. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or ` c ns rltas. The CITY is engaging the services of the
CONSULTANT T identified in this Agreement. The CONSULTANT shall not subcontract any portion of the
work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In
the event any portion of the work under this Agreement is subcontracted, the s bconsultant s shall be
required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance
provisions in Section 18 and, the indemnification and hold harmless provision of Section 1.5 of this
Agreement.
N. Construction. The parties acknowledge and agree that (0 each party is of equal
bargaining strength, ii each party has actively participated in the drafting, preparation and negotiation of
this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own,
independent counsel and such other professional advisors as such party has deemed appropriate, relative to
any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and
advisors have reviewed this Agreement, each party has agreed to enter into this Agreement following
such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities
are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any
portions hereof, or any amendments hereto.
Page 10 of 1
City of National and
Solana Center for Environmental Innovation
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first above written{
CITY OF NATIONAL CITY
B
onald Morrison, Mayor
APPROVED AS TO FORM:
By:
Barry J. Schftz
City Attorney
SOLANA CENTER FOR
ENVIRONMENTAL INNOVATION,
California nonprofit corporation
(Corporation - signatures of two corporate officers reclr ired)
(Partnership or Sole proprietorship - one signotwe)
B:
J . ssica Toth
xecutive Director
Page 11 0113
City of National and
SolanaCenter for Environmental Innovation
EXHI BIT"A"
NATIONAL L CITY SB1383 PRICING - RSWA AGREEMENT WITH
SOLANA CENTER FOR ENVIRONMENTAL INNOVATION
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a.ff ...
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Task 1: Create & deliver webinars for generatorsn::::: ° . ° : ::::• :. ` :.:.
- Webinars can be offered to individual cities; however, there are cost -saving opportunities for RsyvA cites to jointly -
participate, especially given that workshops will be virtual, not geographically dispersed.
- Where the given topic exists in our library already, the cost of new content development will not apply.
- Solana Center will develop content, promote, and host interactive webinars to prepare commercial and residential
constituents for curbside organics collection. Content of webinar will cover requirements and provide how-to examples for
sorting and disposal,
- The delivered format will be one -hour of content and discussion with interactive sharing platforms.
- Webinars will be provided with written and audio content in English. Viewers of live and of recorded webinars can access
Spanish closed captioning.
- Participating cities will receive a social media toolkit to promote webinars through their own channels. •
- Recordings will be provided to participating cities and will be available to webinar registrants follow5ing the live
presentation.
per webinar I
Task 1;1: Webinars
(shared by all participating
cities)
$2,000)
Task 1.2: Communication & tracking per city
per webinar
$250)
(for each city individually)
per new topic
Task 1. : New webinar content development, only if requested
(sharer by all participating
cities)
$5,000)
per webinar
Task I,4: Spanish closed caption, only if requested
(shared ball participating
cities)
$1,000)
Task: : Provideyin i idual technical assistance tbusinesses' : :
- One-on-one technical assistance (TA) consultations will be offered in -person to food generators. Two types of TA are
offered abbreviated and extensive.
- Abbreviated TA ensures that each business receives complete information about gaps in their compliancewith resources to
become compliant. This TA option provides generalized guidance to businesses to get them started but very limited
ha n,dholdirig.
- Extensive TA provides more in-depth guidance that is customized to ensure food recovery programs are established and
solutions for disposal are installed,
- Extensive TA consultations include a visual waste assessment, assistance setting up food donation, recommendations for
improving organic waste diversion practices, and reporting..
- Driving time and mileage will be charged separately as set forth in Task
5.
.Task 2.1: In -person technical assistance
(abbreviated TA for any size business
per business
$575
Task 2.: In -person Tier 1 technical assistance
per business
$1,200)
Task 2.3: In -person Tier 2 technical assistance
per business
$800)
Task 2.4: Communication, scheduling, & guidance with businesses
hourly
$100)
Page 12 of 1
City of National and
Solana Center for Environmental Innovation
ask . : Inspect commercial generators & food recovery agencies
- Solana Center will inspect commercial edible food generators and food recovery agencies in -person.
- Communication, scheduling, and follow-up guidance with businesses and agencies will be charged on an hourly basis.
- The number of inspections will vary by city, according to the number of entities and each city's preferences.
- Driving time and mileage will be charged separately as set forth in Task 5.
Task 3.1: In -person inspections for Tier 1 commercial generators
per business
$575)
Task 3.: In -person inspections for Tier 2 commercial generators
per business
575).
Task 3.3: in -person inspections of food recovery agencies
I
per agency
$575)
Task .4: Communication, scheduling, & guidance with businesses
hourly
i
$100)
Task 4: Implementation assistance for cities, as needed
This task may be used upon request by a city.
Assist with SR 1383 implementation tasks:
Examples may include website review, business compliance letter
assistance, pre -work set-up for business site visits, EAR support,
;feedback from other meetings relevant to city (e.g,, TA ), additional
stakeholder engagement support, and rescue database update.
hourly
$100)
Task 5: Hard :costs
Solana Center will charge each city directly for drive time and mileage expense incurred in conjunction with providing
technical assistance and inspections,
Task 5.1: Drive time (@ 75 hour
per trip
Task 5,2: Mileage (@ 0. 55/rile or current Federal mileage rate
per trip
0.55
Task Manage SB 1383 support services (RSWA) I :
- This task includes communicating as needed with RSWA, city staff members, and other stakeholders as needed (up to 3
hours/city each month).
- Additional one-on-one communication with individual cities, above, the 3 hours allocated, will be billed to the city under
Task 4, subject to written authorization from city.
- Solana Center will provide quarterly updates at RSWA board meetings.
- Separate monthly invoices and reports will be provided to each city and to RSWA.
- Solana Center will seamlessly manage all aspects of the contracted work.
- Cost includes time to monitor program progress, prepare relevant documentation, present findings, and manage schedules.
- RSWA will cover the entire cost of this task on behalf of each participating city.
Task .1: Stakeholder engagement (RSWA contribution up to $ ,7 0)
Task 6.2: Reporting & accounting (RSWA contribution up to $ ,150)
Task .3: Overall RSWA Program Management
IAdd1t10na1 RSWA Contribution
hourly
hourly
monthly
$100)
$550)
for National City
*tasks requested by the City not to exceed $89,461
Page 13 of 13
7,9DOj
City of National and
Solana Center for Environmental Innovation