HomeMy WebLinkAboutAgenda Packet - September 25, 2006 - UB 111Io 3
AZUSA
. CHI & A'ifE1
CONSENT CALENDAR
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD
AND AZUSA CITY COUNCIL
FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES< .��
DATE: SEPTEMBER 25, 2006 ��11
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH HULS ENVIRONMENTAL
MANAGEMENT, LLC FOR ADMINISTRATION OF USED OIL BLOCK GRANT
PROGRAM
RECOMMENDATION
It is recommended that the Azusa Utility Board/City Council approve the attached Agreement
with Huls Environmental Management, LLC for administration of the Citys used oil block grant
program.
BACKGROUND
The City of Azusgs receives about $13,000 annually as used oil block grant funds from the
California Integrated Waste Management Board (CIWMB). Because of the small amount of
this grant the City has contracted out the administration of the grant program to Huls
Environmental Management, LLC since February 2001. Huls Environmental has been
administering used oil grant programs at other area cities for a number of years.
Huls existing contract which expired on August 15, 2006 promoted used oil recycling at four
collection centers in Azusa mainly by supplying them with used oil drain pans purchased by
the City. The centers provide the oil drain pans free to people who change their own car oil,
AKA"do-it-yourselferg' (DIYs). Huls tracks the number of drain pans given away each month
and orders more drain pans when the centers' inventories run low. Huls also tracks the
gallons of oil and used filters dropped off at the centers each month, and develops
components of the report that must be submitted to the CIWMB on an annual basis.
Since February 2001, the collection centers have recovered 68,970 gallons of used oil, 210
used filters, and provided 2,324 drain pans to Azusa residents. City staff has assisted with
the promotion of these centers with an annual recycling booklet as well as newspaper ads.
Staff issued a "request for proposal' recently and received three proposals by August 31,
2006. The following consultants submitted proposals with not-to-exceed fee:
Hilton, Farnkopf&Hobson - $ 31,300
Huls Environmental LLC - $ 23,760
Lynn Merrill - $ 18,900
Consultants were encouraged to submit additional ideas to improve the Cirys existing
program and especially to certify an additional used oil center in Azusa. While the proposals
are not substantially different, Lynn Merrill did introduce the following ideas which went the
furthest beyond the existing program:
• Somewhat detail plan on how to certify additional centers
• Outreach program to elementary schools teaming up with existing environmental
promotional programs regarding storm water pollution prevention
• Adding more content to the Citys website to better promote used oil recycling
Hilton, Farnkopf&Hobson introduce the following new program ideas:
• Promoting used oil filter collection events at one used oil collection center annually
• Adding motivational 'Take the Last Stela' stickers from the State to the used oil drain
pans the City gives away
All of the above program ideas are very good, and staff appreciates the creativity the RFP
prompted, however, recommends selection of Huls Environmental because the other
proposals are not substantially different from what Huls has proposed in the past, and
because Huls has done a good job at working with existing used oil centers, has a rapport
with them, and provides the City with consistently high quality reports.
If Huls Environmental, however, is not able to secure additional used oil center(s) in the City
within 6 months, staff may consider changing consultants.
FISCAL IMPACT
Proposed three year agreement will cost $23,760; the number could be less than this as Huls
Environmentals track record in the past has been to get the job done for less than the contract
value, e.g., in its recent past contract, the City was only billed for 69% of the contracted
amount.
Prepared by:
Cary Kalscheuer, Assistant to the Director of Utilities
Liza Cawte, Administrative Technician
Attachment:
PSA-HulsEnvironmen
tal.pdf
014
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 24th day of July 2006 by and between the City
of Azusa, a municipal organization organized under the laws of the State of California with its
principal place of business at 213 East Foothill Blvd., Azusa, CA 91702 ("City") and Huls
Environmental Management,LLC,a California Corporation,with its principal place of business at
1074 Parkview Drive #105, Covina, California 91724 ("Consultant"). City and Consultant are
sometimes individually referred to as Party and collectively as Parties.
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing used oil recycling services to public clients,
is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Used Oil Block Grant
project(Project) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the
City all labor,materials,tools,equipment,services,and incidental and customary work necessary to
fully and adequately supply the professional consulting services necessary for the Project
("Services"). The Services are more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference. All Services shall be subject to,and performed in accordance with,
this Agreement,the exhibits attached hereto and incorporated herein by reference,and all applicable
local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from the date first set forth herein
to August 15, 2009, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
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deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates:Independent Contractor. The Services
shall be performed by Consultant or under its supervision. Consultant will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement. City
retains Consultant on an independent contractor basis and not as an employee. Consultant retains the
right to perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of Consultant shall also
not be employees of City and shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries,and other amounts due such personnel in connection with
their performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but not
limited to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit"B" attached hereto and incorporated herein by reference. Consultant represents that it has
the professional and technical personnel required to perform the Services in conformance with such
conditions. In order to facilitate Consultant's conformance with the Schedule,City shall respond to
Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant
shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain
key personnel will perform and coordinate the Services under this Agreement. Should one or more
of such personnel become unavailable, Consultant may substitute other personnel of at least equal
competence upon written approval of City. In the event that City and Consultant cannot agree as to
the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As
discussed below,any personnel who fail or refuse to perform the Services in a manner acceptable to
the City, or who are determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or property,shall be
promptly removed from the Project by the Consultant at the request of the City. The key personnel
for performance of this Agreement are as follows: Ms. Sandy Costandi, Sr. Associate Consultant,
and Elvy Saputra,Associate Consultant.
3.2.5 City's Representative. The City hereby designates Cary Kalscheuer,Assistant
to the Director of Utilities, or his designee, to act as its representative for the performance of this
Agreement(City's Representative). City's Representative shall have the power to act on behalf of
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the City for all purposes under this Contract. Consultant shall not accept direction or orders from
any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates J.Michael Huls,
Principal, or his designee, to act as its representative for the performance of this Agreement
(Consultant's Representative). Consultant's Representative shall have full authority to represent and
act on behalf of the Consultant for all purposes under this Agreement. The Consultant's
Representative shall supervise and direct the Services,using his best skill and attention,and shall be
responsible for all means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in
the performance of Services and shall be available to City's staff, consultants and other staff at all
reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project,a threat to the safety of persons or property,or any employee who fails or
refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from
the Project by the Consultant and shall not be re-employed to perform any of the Services or to work
on the Project.
3.2.9 Laws, Regulations and State Requirements.
3.2.9.1 Laws and Regulations. Consultant shall keep itself fully
informed of and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements,and shall give all notices required by law. Consultant shall be liable for all violations
of such laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws,rules and regulations and without giving written notice to the
City,Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
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indemnify and hold City, its officials, directors, officers, employees and agents free and harmless,
pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out
of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.2 Agreement between the City and the California Integrated
Waste Management Board. Consultant agrees to comply with all the requirements set forth by the
California Integrated Waste Management Board for administration of the California Used Oil Block
Grant Program, including any changes in these requirements during the term of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Consultant shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the
Agreement by the Consultant,its agents,representatives,employees or subcontractors. Consultant
shall also require all of its subcontractors to procure and maintain the same insurance for the duration
of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1)General Liability:Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers'Compensation and Employer's Liability:Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)
Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers'Compensation and Employer's Liability:Workers'Compensation limits as required by the
Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for
bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and maintain,
and require its sub-consultants to procure and maintain, for a period of five (5) years following
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completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than$1,000,000 per claim, and shall be endorsed to
include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain
the following provisions, or Consultant shall provide endorsements on forms supplied or approved
by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1)the City,its directors,officials,officers,employees,agents and volunteers
shall be covered as additional insured with respect to the Work or operations performed by or on
behalf of the Consultant,including materials,parts or equipment furnished in connection with such
work; and (2)the insurance coverage shall be primary insurance as respects the City, its directors,
officials,officers,employees,agents and volunteers,or if excess,shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant's insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1)the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials,officers,employees,agents and volunteers for losses paid under the terms of the insurance
policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A)coverage shall not be suspended,voided,reduced or
canceled except after thirty(30)days prior written notice by certified mail,return receipt requested,
has been given to the City; and(B) any failure to comply with reporting or other provisions of the
policies, including breaches of warranties, shall not affect coverage provided to the City, its
directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds;No Special Limitations. All insurance
required by this Section shall contain standard separation of insureds provisions. In addition, such
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insurance shall not contain any special limitations on the scope of protection afforded to the City,its
directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by the City. Consultant shall guarantee
that, at the option of the City, either: (1)the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or(2) the Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M.Best's rating no less than A:VIII,licensed to do business in California,
and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms
provided by the City if requested. All certificates and endorsements must be received and approved
by the City before work commences. The City reserves the right to require complete,certified copies
of all required insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services,the Consultant shall at all times be in
compliance with all applicable local,state and federal laws,rules and regulations,and shall exercise
all necessary precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable shall include,
but shall not be limited to: (A)adequate life protection and life saving equipment and procedures;
(B)instructions in accident prevention for all employees and subcontractors,such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation,including authorized
reimbursements,for all Services rendered under this Agreement at the rates set forth in Exhibit "C"
attached hereto and incorporated herein by reference. The total compensation shall not exceed
Twenty Three Thousand Seven Hundred and Sixty Dollars(S23,760)without written approval of
City's City Manager or Assistant to the Director of Utilities. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
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3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date,or since the start of the subsequent billing periods,as appropriate,through the
date of the statement. City shall,within 45 days of receiving such statement,review the statement
and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement,City may request
that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is
determined by City to be necessary for the proper completion of the Project,but which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall
not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses 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 and any other documents created
pursuant to this Agreement. 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.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination,and specifying the effective date thereof,at
least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those services which have been adequately rendered to City, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents and
Data and other information of any kind prepared by Consultant in connection with the performance
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of Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen(15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, City may procure,upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant:
J. Michael Huls, Principal
Huls Environmental Management, LLC
P.O. Box#4519
Covina, CA 91723-4519
Telephone (626) 332-7514
City:
Cary Kalscheuer,Asst. to the Director of Utilities
City of Azusa
P.O. Box 9500
Azusa, CA 91702-9500
Telephone (626) 812-5174
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight(48)hours after deposit in the U.S. Mail,first class postage prepaid and addressed to the
party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents&Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications,studies,drawings,estimates,and other documents or works of authorship fixed in any
tangible medium of expression,including but not limited to,physical drawings or data magnetically
or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement(Documents&Data). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any Documents&Data
the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant
has the legal right to license any and all Documents & Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or provided to Consultant by the City. City shall not be limited
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in any way in its use of the Documents and Data at any time,provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas,memoranda,specifications,plans,
procedures,drawings,descriptions,computer program data,input record data,written information,
and other Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
without the prior written consent of City, be used by Consultant for any purposes other than the
performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known,or has become known,to the related
industry shall be deemed confidential. Consultant shall not use City's name or insignia,photographs
of the Project,or any publicity pertaining to the Services or the Project in any magazine,trade paper,
newspaper,television or radio production or other similar medium without the prior written consent
of City.
3.5.4 Cooperation;Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary,appropriate
or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party reason-
able attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons,including wrongful death,in any manner arising out of or incident to any alleged
acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services,the
Project or this Agreement, including without limitation the payment of all consequential damages
and attorneys fees and other related costs and expenses.Consultant shall defend,at Consultant's own
cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against City,its directors,officials,officers,employees,agents
or volunteers. Consultant shall pay and satisfy any judgment,award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such suit,
action or other legal proceeding. Consultant shall reimburse City and its directors,officials,officers,
employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of
them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation
to indemnify shall not be restricted to insurance proceeds,if any,received by the City,its directors,
officials officers, employees, agents or volunteers.
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3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign,hypothecate,or transfer,
either directly or by operation of law,this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void,and any assignees,hypothecates or
transferees shall acquire no right or interest by reason of such attempted assignment,hypothecation
or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning,and not strictly for or against any Party. Any term
referencing time,days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and subcontractors of
Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment;Modification. No supplement,modification,or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach,whether of the same or other covenant or condition. No waiver,benefit,privilege,
or service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
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3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity., Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Consultant,to solicit or secure this Agreement. Further,Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission,percentage, brokerage fee, gift or other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, City shall have the right to rescind this Agreement without liability. For the term of this
Agreement,no member,officer or employee of City,during the term of his or her service with City,
shall have any direct interest in this Agreement,or obtain any present or anticipated material benefit
arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor,employee or applicant
for employment because of race,religion,color,national origin,handicap,ancestry,sex or age. Such
non-discrimination shall include, but not be limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise
program, Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder,Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every employer
to be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,each of which
shall constitute an original.
RVPUB\NGS\544364 1 1
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the
work required by this Agreement,except as expressly stated herein,without prior written approval of
City. Subcontracts,if any,shall contain a provision making them subject to all provisions stipulated
in this Agreement.
CITY OF AZUSA HULS ENVIRONMENTAL
MANAGEMENT,LLC
lip
(J/
By: —- By:
Diane Chagnon . Michael Huls
Mayor Principal
Attest: /
City Clerk
Approved as to Form:
Best Best& Krieger LLP
City Attorney
RVPUB\NGS\544364 12
EXHIBIT"A"
SCOPE OF SERVICES
HULS ENVIRONMENTAL MANAGEMENT, LLC
AZUSA USED OIL RECYCLING PROGRAM
Huls Environmental Management, LLC ("Consultant") shall manage and implement the following
tasks under the City of Azusa's ("City's") Used Oil Block Grant Program as administered by the
California Integrated Waste Management Board ("CIWMB") for the period of August 16, 2006
through August 15, 2009:
Continuation of Drain Container Distribution Program
• Consultant will continue to contact each of the City's certified collection centers to obtain
information on oil/filter collection and container inventory on a monthly basis. The
information will be tabulated for inclusion into CIWMB annual reports, and City quarterly
reports. Additionally, technical assistance with re-certification, reimbursement claims, and
illegal drop-off will be offered to center operators regularly. Estimated Hours: 40
• Orders will be placed with the drain container vendor based on the needs of the collection
centers. Consultant will monitor the supply of containers being reserved by the vendor
under Azusa's purchase order, and will arrange for shipment of the containers directly to the
centers as needed. Estimated Hours: 15
Certification of Additional Center(s)
• Consultant will survey the City's auto related businesses in an effort to acquire at least one
additional certified collection center. Thity's current network of certified centers consists
of only four locations,the majority of which are centralized in one geographic region. Ideally,
Consultant will solicit a location that is located in an underserved area, has the capacity to
collect used oil filters, and will participate in the City's container distribution program.
Estimated Hours: 12
Site Visits
• Consultant will conduct the annual certified collection center site visits and submit the
appropriate forms to the CIWMB. Upon completion of the site visits, Consultant will conduct
follow-up activities, such as requests for signs or other CIWMB materials, as needed.
Estimated Hours: 25
A-1
Public Education
• An updated fact sheet or promotional brochure will be developed for distribution at collection
centers, City events, City Hall, the community center, and the library. The bilingual fact
sheet will include information on the used oil program, and the proper disposal of household
hazardous waste. Consultant shall contact all necessary parties to solicit their interest in
distributing the fact sheets, develop the artwork,obtain all necessary approvals,and arrange
for printing. City will be responsible for paying the vendor directly. Estimated Hours: 12
• Consultant will work with collection centers in the City on the selection of promotional items
which may be distributed over the counter, or during community events,to promote used oil
recycling. Using input from the City and from the collection centers,at least one promotional
item will be chosen and ordered. Consultant will order the item(s) in accordance with all
CIWMB requirements, and the City will be responsible for paying the vendor directly.
Estimated Hours: 10
• Consultant will develop artwork, obtain all necessary approvals, and arrange for the
publication of an advertisement in the San Gabriel Valley Tribune's annual Earth Day insert.
Three ads will be published in celebration of Earth Day 2007, Earth Day 2008 and Earth
Day 2009. The City will be responsible for paying any advertising cost directly. Estimated
Hours: 5
• To create a moving billboard that promotes the used oil program, -
Consultant proposes the purchase of truck wraps for one or more
City fleet vehicles. Various design options exist based on the City's
interests, budget,type of vehicles, and the number of vehicles to be =2 -
"wrapped." Truck wraps can encompass an entire vehicle, or only a
segment thereof(for example—doors only, side panels only, or rear
of the vehicle only). Graphics come in the form of self stick vinyl
decals, large scale vinyl graphics, or magnetic decals (magnetic decals can be shared
among fleet vehicles and affixed to whichever vehicle is in use). Consultant will choose the
truck wrap type that best suites the City's needs, and will secure a vendor to design and
produce the product(s). City will be responsible for paying the vendor directly. Estimated
Hours: 15
• Consultant will arrange for the display of posters in one or more of the City's public transit
areas(i.e. bus shelters). Poster design will likely be chosen from the CIWMB's collection of
available public education materials. In the case that the CIWMB does not have the desired
number of posters in inventory, or the required dimensions are not available, Consultant will
acquire the digital graphics from the CIWMB, and produce the posters using an outside
printing vendor. Consultant will obtain information on bus shelter locations and availability,
will obtain the agreed upon type and number of posters, and will arrange for display of the
posters. If printing of the posters is necessary, the City will be responsible for paying the
vendor directly. Estimated Hours: 12
A-2
Reports
• Consultant will prepare quarterly progress reports for the City. The reports will provide a
summary of oil collection, filter collection, and container distribution. All reports will be
submitted by the 20th day following the end of each quarter. Estimated Hours: 30
• Consultant will prepare all annual reports due to the CIWMB in a timely manner. Annual
reports are due to the CIWMB each August 15. Three reports will be submitted during this
contract period. Due dates will be:August 15, 2007,August 15,2008, and August 15,2009.
All reports will be submitted to the City for review at least 15 days prior to CIWMB due dates.
Estimated Hours: 40
City Responsibilities
City shall carry out the following tasks for the period of August 16, 2006 through August 15, 2009:
1. Issue purchase order(s) for drain pans.
2. Process all payments for drain pans, including delivery costs.
3. Approve any printed materials and promotional materials and pay for these items.
4. Publicize the locations of the collection centers, annually, and through monthly newspaper
ads.
5. Execute all Annual Reports and submit them to the CIWMB.
6. Prepare and submit all grant payment requests to the CIWMB and all grant applications and
forms as may be required by the CIWMB as part of the grant application process.
A-3
EXHIBIT"B"
SCHEDULE OF SERVICES
HULS ENVIRONMENTAL MANAGEMENT, LLC
AZUSA USED OIL RECYCLING PROGRAM
1. Contact each collection center monthly to obtain required information on drain pan inventory,
pans distributed, gallons recovered, and filters recovered.
2. Place orders with the drain container vendor based on the needs of the collection centers.
3. Survey City and certify one or more additional collection center(s).
4. Conduct annual certified collection center site visits.
5. Develop fact sheets with list of all collection centers within 30 days of execution of this
agreement, including pertinent points about the program.
6. Gather input from collection centers on what type of promotional items they prefer to
distribute and report this information to the City.
7. Arrange for publication of an annual Earth Day ad.
8. Arrange for the development and production of one or more truck wrap(s).
9. Acquire and arrange for the display of public transit posters.
10. Provide a quarterly report of progress to City by the 20th day following each quarter's end.
11. Submit annual reports to the City at least 15 days prior to the due date established by the
CIWMB.
B-1
EXHIBIT"C"
COMPENSATION
Senior Associate Consultant (SAC) $110/hr
Estimated Costs By Task:
Task Personnel Hours Rate, $/hr Total $
Monitor Centers Monthly SAC 40 110 4,400
Order Drain Pans SAC 15 110 1,650
Solicit Additional Center SAC 12 110 1,320
Site Visits SAC 25 110 2,750
Update Fact Sheet SAC 12 110 1,320
Develop Promo Item SAC 10 110 1,100
Publish Earth Day Ads SAC 5 110 550
Develop Truck Wraps SAC 15 110 1,650
Public Transit Posters SAC 12 110 1,320
Quarterly Progress Reports SAC 30 110 3,300
Annual Report Preparation SAC 40 110 4,400
Total Labor Cost 216 110 23,760
C-1
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Corns-nercial Certificate ofInsurance r-�' :.°N[[4--''� F A R M E R S
Agency , Samaritan Insurance&Financial Services
tNa:ne . 1338 Canter Court Dr Ste 201 •
issue Date (MM/DDMY) 09/27/06
& , Covina,CA 91724 {Address *
This rertifitate is issued as a mattes of information only and confers nn rights
upon the ccrti Roan:holder.This e:r9.ireeeate does not amend,extend or alter the
St. 29 D ot.71 . Agent•3 85
enverap�p.alrordrvrl by fhe polities shown below.
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Insured Company A Truck Insurance Exchange •
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]tiarne , 1074 Parkvicw Dr Sic 105company B Farmers Insurance Exchange
& - Covina,CA 91724 company'C Mid-Century Insurance Company
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This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated.Notwithstanding
a!?y mquirr•.ment,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,(1re insurance
at:orded by the policies described herein is subject to all the terms,exclusions and conditions of such policies_Limits shown may have been reduced by
{ pod claims.
Corr-TJ Policy Effective Policy Expiration
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Type cif Insurance Policy Number Date Policy Limits
GeneralGeneral Aggregate $Liability
Products-Comp/OPS
Ccrnmercial Central Aggregate -$
( i Liability Perrsonal&
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Each Occurrence
Contractual-incidental Fin Damage $
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Owners&Coo Irac,turs Prol. Medical Expense
I I • (Any one person) $
j1 i Automobile Liability 094288901 10/21/2005 10/21/2006 Combined Single
Limit $ I,000,000.00
AU Owned awn nerds!
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Description of Operations/Vehicles/Restrictions/Special items:
•
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Certificate Holder Cancellation
City of Azusa Should any of the above described policies be cancelled before the expiration date
Na n to . 213 East Foothill Blvd thereof,the Issuing company will endeavor to mail 30 days written notice to the
• & • Azusa,CA 91702 certificate holder named to the left,but failure to mail such notice shall impose no
I Addressobligation or liability of any kind upon the company,its agents or rcpn:sentelivcs.
Autho Vpireenta
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CLAL,,,p.---- 09/27/2006
P CEF -- F THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION�� �
Samaritan insurance £4 Financial Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
1338 Center Court Or Ste 2011 ALTER THE COVERAGE AFFORDED DT THE POLICIES BELOW.
Covina, CA 01724
p. 826-332-0335 f. 626-332-0896 CA tic#0053420 IIIIISURERS AFFORDING COVERAGE NA1C N
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INSURED eas A: Ace Property&Casualty Insurance Company
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THE FOLICIE;;OF IN$URANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANOING
AN Y REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
FOLIC-ICS A;GOi CG,=.YC LIMITS SHOWN MAY HAVE DCEN RCDUCED DY PAID CLAIMS.
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ACORD 26{2001/019 61AGORD CORPORATION 19tZ
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AZUSA
LIGHT i WAifR
INFORMATION ITEM
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD
AND AZUSA CITY COUNCIL
FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES ,
DATE: SEPTEMBER 25, 2006
SUBJECT: QUARTERLY FUEL COST ADJUSTMENT FOR SAN JUAN RESOURCE
On July 26, 2004, the Utility Board approved a fuel cost adjustment mechanism for San Juan
power plant. This mechanism is intended to credit customers with cost savings that are
realized when our power plant operates reliably and replacement power costs are avoided,
and conversely, allow the Utility to increase revenues to recover a portion of our replacement
power costs when the San Juan resource experiences outages.
This report encompasses replacement power costs incurred for the San Juan resource during
the period of June 16, 2006 through September 15, 2006. There will be a Fuel Cost
Adjustment CREDIT of $0.57 cents per kWh on customer electric billings for the period of
October 1, 2006 through December 31, 2006.
The availability of the San Juan unit #3 during the period of June 16, 2006 through September
15, 2006 was 99%, substantially higher than the budgeted availability of 85% and the best
quarterly performance in the past 10 years. The substantially improved performance is likely
attributed to the extensive repairs and maintenance performed in the Spring of this year.
While the cost of replacement power was 43% higher per MWh during this quarter or
$57/MWh, the total cost was only about $31,000 due to the low forced outage rate.
Replacement power therefore did not play a significant role in the fuel cost adjustment
calculations. The total avoided replacement power cost for the quarter results in a CREDIT of
$353,215 back to our customers. The fuel cost adjustment CREDIT equates to $0.57 cents
per kWh, or a 5.2% reduction of retail rates for utility bills rendered from October 1 through
December 31, 2006.
Prepared by: Bob Tang, Assistant Director of Resource Management
Attachment
I Eubli
SJ FCA Q4 o6.xis I al
51u1( 7
065
San Juan Fuel Cost Adjustment Calculation for Q4 2006
June 16-July August September(*)
Actual SJ Output 31,922 21,127 10,440
Actual SJ Replac Energy Cost $5,798 $25,180 $0
Maximum Output 32,016 21,576 10,440
Unavailable SJ Output 94 449 0
Outage Rate 0.29% 2.08% 0.00%
Base SJ Output @ 85% 27,214 18,340 8,874
Unavailable SJ Output 4,802 3,236 1,566
% Outage Rate 15.00% 15.00% 15.00%
Base SJ Replac Energy Cost @$40/MWh $192,096 $129,456 $62,640
Actual - Base SJ Replac Energy Cost -$186,298 -$104,276 -$62,640
San Juan Insurance Premium Recovery $0 $0 $0
San Juan Insurance Payout $0 $0 $0
Cumulative Quarterly Difference (CQD) -$353,215
Q3 2005 Carry-Over
If I(CQD)14100,000, then adjustment=0
If j(CQD)1>$750,000, then adjustment=+-$750,000
or else adjustment= CQD -$353,215
October November December
Forecast Retail Sales (MWh) 21,670 19,894 20,071
SJ FCA for Q4 2006 (cents/KWh) -0.57
(*) Through September 15th, 2006