CITY OF SIMI VALLEY MEMORANDUM

Transcription

1 CITY OF SIMI VALLEY MEMORANDUM AGENDA ITEM NO. Consent (6) June 27, 2016 TO: FROM: City Council Department of Community Services SUBJECT: APPROVAL OF AMENDMENT NO. 1 EXTENDING THE MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF SIMI VALLEY AND SEA/SUE, INC. DBA ANDERSON RUBBISH DISPOSAL AUTHORIZING THE USE OF SIMI VALLEY TRANSIT S COMPRESSED NATURAL GAS FUELING FACILITY STAFF RECOMMENDATION It is recommended that the City Council approve, and authorize the Mayor to execute, the attached Amendment No. 1 (page 3), extending the Memorandum of Agreement (MOA) between the City of Simi Valley and SEA/SUE, Inc. dba Anderson Rubbish Disposal (Anderson) allowing Anderson to fuel up to two Compressed Natural Gas (CNG) vehicles at the Simi Valley Transit Maintenance Facility through June 30, CITY MANAGER S RECOMMENDATION The City Manager recommends approval. BACKGROUND AND OVERVIEW On March 23, 2015, the City Council approved a Memorandum of Agreement with SEA/SUE, Inc. dba Anderson Rubbish Disposal authorizing Anderson to fuel up to two CNG vehicles at the Simi Valley Transit Maintenance Facility. The current MOA will expire on June 30, 2016, and staff is recommending that it be extended to June 30, This Memorandum of Agreement maximizes efficient use of public resources and maintains access to services within the community. Under the agreement, Anderson fully reimburses the City for its fuel costs and contributes to applicable CNG facility maintenance costs. This arrangement has worked well and as a result, additional arrangements are currently being explored. FINDINGS AND ALTERNATIVES In 1999, the Simi Valley Transit Maintenance Facility s CNG fueling station began fueling its fleet of CNG-powered buses, paratransit vans, and other utility vehicles. The CNG fueling station consists of 26 slow-fill fueling bays, which also serve as parking stalls for assigned Transit vehicles, and a stall designated for the refueling of Anderson vehicles and other agencies as agreed to.

2 2 Simi Valley Transit services operate from 5:00 a.m. until 8:00 p.m., Monday through Saturday. Under the slow-fill process, a minimum of 18 Simi Valley Transit vehicles are fueled between 8:30 p.m. and 10:00 p.m. Because Simi Valley Transit's revenue vehicles refuel in the late evening over a period of one and one-half hours, staff can accommodate the mid-day fueling of Anderson s vehicles, as needed. The following alternatives are available to the City Council: 1. Approve, and authorize the Mayor to execute, the attached Amendment No. 1 (page 3), extending a Memorandum of Agreement between the City of Simi Valley and SEA/SUE, Inc. dba Anderson Rubbish Disposal allowing Anderson to fuel up to two Compressed Natural Gas vehicles at the Simi Valley Transit Maintenance Facility through June 30, 2017; 2. Provide staff with further direction. Staff recommends Alternative No. 1. SUGGESTED CITY COUNCIL MOTION I move to approve, and authorize the Mayor to execute, the attached Amendment No. 1, extending a Memorandum of Agreement between the City of Simi Valley and SEA/SUE, Inc. dba Anderson Rubbish Disposal allowing Anderson to fuel up to two Compressed Natural Gas vehicles at the Simi Valley Transit Maintenance Facility through June 30, SUMMARY On March 23, 2015, the City Council approved a Memorandum of Agreement SEA/SUE, Inc. dba Anderson Rubbish Disposal authorizing Anderson to fuel up to two CNG vehicles at the Simi Valley Transit Maintenance Facility. Under the agreement, Anderson fully reimburses the City for its fuel costs and contributes to applicable CNG facility maintenance costs. This arrangement has worked well and as a result, it is recommended that the City Council approve, and authorize the Mayor to execute, the Amendment No. 1 (page 3), extending the Memorandum of Agreement (MOA) between the City of Simi Valley and SEA/SUE, Inc. dba Anderson Rubbish Disposal allowing Anderson to fuel up to two Compressed Natural Gas (CNG) vehicles at the Simi Valley Transit Maintenance Facility through June 30, Prepared By: Kelly Tinker, Code Enforcement Officer Sommer Barwick, Director Department of Community Services INDEX Page Attachment A Amendment No Exhibit 1 - Executed Memorandum of Agreement

3 3 ATTACHMENT A AMENDMENT NO. 1 AGREEMENT BETWEEN THE CITY OF SIMI VALLEY AND SEA/SUE, INC. DBA ANDERSON RUBBISH DISPOSAL FOR COMPRESSED NATURAL GAS FUELING AT THE SIMI VALLEY TRANSIT MAINTENANCE FACILITY This Amendment No. 1, to the Agreement between SEA/SUE, Inc., dba Anderson Rubbish Disposal, a division of SEA/SUE Incorporated ( Anderson ), and the City of Simi Valley, a municipal corporation ( Simi Valley ) for fueling Anderson compressed natural gas vehicles at the Simi Valley Transit Maintenance Facility ( Agreement ), is made and entered into the 27 th day of June, RECITALS WHEREAS, on March 23, 2015, Anderson and Simi Valley entered into an Agreement enabling Anderson to fuel up to two compressed natural gas (CNG) vehicles; and WHEREAS, both Anderson and Simi Valley desire to extend the Agreement until June 30, 2017; and WHEREAS, both Anderson and Simi Valley agree to the extension of the Agreement and now wish to document the Amendment by jointly approving this Amendment No. 1 to the March 23, 2015 Agreement by amending the Agreement. NOW, THEREFORE, it is mutually agreed by and between the parties to the Agreement as follows: I. Section 1, TERM, is amended by replacing this section in its entirety as follows: The term of this Agreement shall be to June 30, Either party may terminate this Agreement at any time prior to the expiration date by giving sixty (60) days advance written notice thereof to the other party. This Agreement may be extended by mutual written agreement of both parties. II. Remaining Provisions: Except as revised by this Amendment No. 1, all of the provisions of the Agreement shall remain in full force and effect.

4 4 In Witness Whereof, the parties hereto have caused this Agreement to be executed the day and year first above written. SEA/SUE, Inc. DBA Anderson Rubbish Disposal City of Simi Valley, A Municipal Corporation Charles Anderson, President SEA/SUE, Inc., dba Anderson Rubbish Disposal Robert O. Huber, Mayor of the City of Simi Valley, California ATTEST: Ky Spangler, Deputy Director/City Clerk APPROVED AS TO FORM: Lonnie J. Eldridge, City Attorney APPROVED AS TO CONTENT: Eric J. Levitt, City Manager

5 EXHIBIT 1 MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF SIMI VALLEY AND SEA/SUE, INC. dba ANDERSON RUBBISH DISPOSAL FOR COMPRESSED NATURAL GAS FUELING AT THE SIMI VALLEY TRANSIT MAINTENANCE FACILITY THIS Memorandum of Agreement is made and entered into on this 23 rd day of March 2015, by and between the City of Simi Valley, a municipal corporation, hereinafter referred to as "City" and SEA/SUE, Inc., dba Anderson Rubbish Disposal, a division of SEA/SUE Incorporated, hereinafter referred to as "Anderson". RECITALS WHEREAS, City operates a Transit Maintenance Facility, hereinafter referred to as "Facility," located at 490 W. Los Angeles Avenue, Simi Valley, CA 93065, equipped with fueling stations for compressed natural gas (CNG) vehicles; and WHEREAS, Anderson operates a rubbish disposal service and will introduce compressed natural gas powered vehicles into its fleet; and WHEREAS, Anderson desires to fuel its CNG vehicles at the Facility; and WHEREAS, City can accommodate the fueling of up to two (2) Anderson CNG vehicles and wishes to make its fueling Facility available to Anderson; and NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: AGREEMENT 1. Term. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until the 30 th day of June, This Agreement may be extended by mutual written agreement of both parties, for two (2) additional one (1) year terms. 2. Scope of Services. City agrees to provide CNG fuel to Anderson for up to two (2) vehicles pursuant to Sections 4 and 5 of this Agreement. 3. Consideration and Payment. A. CNG Fuel. Anderson agrees to pay City the market rate of gasoline gallon equivalent (GGE) of compressed natural gas used by its vehicles; the price includes full reimbursement of applicable costs including tax, maintenance share, depreciation share, electricity share, and administrative costs. Fuel prices are subject to change based on current market value, and the market rate Anderson agrees to pay City will adjust accordingly and take effect as outlined in Section 4.F. of this Agreement. City shall invoice Anderson on the last day of each month, based on CNG fuel consumption by Anderson. The invoice will include the following information: i) period covered by invoice, ii) therms used, iii) cost-per-therm, and iv) tax amount. 238/1-15

6 B. Preventive Maintenance Costs of Fueling Station. City shall bill, and Anderson shall pay to City, on a monthly basis amounts to cover applicable maintenance services of the CNG fueling station, which shall be based upon the following computations: 1) Anderson's percent of fuel consumption as compared to the total consumption by all other users of the fueling station, including, but not limited to,.city's fuel consumption; and 2) costs from maintenance related to Anderson's designated fueling station. C. Payment. Anderson's payment shall be due within thirty (30) days from the date of in voice. 4. City's Obligations. A. City shall permit Anderson to fuel up to two (2) CNG vehicles, each no larger than forty (40) feet in length. Each vehicle shall be permitted to fuel once per day, between 10:00 a.m. and 5:00 p.m., Monday through Saturday, at the Facility. B. City shall maintain a CNG meter at its Facility to track Anderson's CNG consumption. C. City shall notify Anderson of any maintenance issues that may impact the fueling of Anderson vehicles as soon as possible. D. City shall permit Anderson drivers to utilize the Facilities' break room and restrooms while fueling Anderson vehicles. E. Maintenance related to City's specific fueling stations shall be the responsibility of City, except for those preventive maintenance costs as outlined in Section 3.B. of this Agreement. F. City shall notify Anderson in writing of any CNG rate increases of more than 10%, within five (5) days from the date City becomes aware of the rate increase. Such rate increases will take effect thirty (30) days from the date of written notice to Anderson and will be applied on the next month's bill. 5. Obligations of Anderson. A. Anderson approved personnel shall transport Anderson vehicles to and from the Facility. B. Anderson shall ensure that only those drivers who have completed training and received certification on CNG fueling practices shall be permitted to fuel Anderson vehicles at the Facility. Anderson will provide City copies of all required certifications prior to Anderson's drivers being permitted to fuel Anderson vehicles at the Facility. C. Anderson employees and contractors shall abide by City's rules and regulations while at the Facility. 238/1-15 2

7 6. Hold Harmless and Indemnification. Anderson shall defend indemnify, and hold harmless City, its agents, officials, officers, representatives and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of Anderson, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this Agreement. Anderson shall thoroughly investigate any and all claims and indemnify City and do whatever is necessary to protect the City, its agents, officials, officers, representatives and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this Agreement. Anderson must select an attorney acceptable to the City who will defend such proceeding and the City will control any litigation thereof. Such approval by the City will not be unreasonably withheld. 7. Termination. A. Should Anderson fail to perform any of the terms or conditions of this Agreement, City may notify Anderson in writing of such defect or failure to perform. If Anderson fails to cure such defect within fourteen (14) days of receiving such notice, such failure shall constitute a breach of this Agreement, and City may terminate this Agreement. Termination shall take effect five (5) days from the date of City's written notice to Anderson. B. Subject to Section 7.A., either party may terminate this Agreement at any time prior to the expiration date by giving at minimum sixty (60) days advance written notice thereof to the other party. Anderson shall be liable to City for any and all fees accrued by Anderson to the date City receives the written notice of termination. C. All notices provided herein shall be made pursuant to Section 17 of this Agreement. 8. Insurance. Anderson shall provide proof of the following minimum insurance coverages prior to the execution of this Agreement: A. B. C. General Comprehensive Liability (must be written on an occurrence form and include bodily injury, property damage, and personal and advertising injury with coverage for premises/operations, contractual liability, independent contractors, products/ completed operations) Automobile Liability (owned, nonowned, and hired automobiles; must be written on an occurrence form) Workers' Compensation Employer's Liability $1 million Combined. Single Limit $1 million Combined Single Limit Statutory $500, /1-15 3

8 D. Coverages A and S, above, shall be provided on either a City of Simi Valley approved endorsement or a certified insurance policy and include an additional insured endorsement covering City and its agents and employees. All of the foregoing insurance shall include a clause stating unequivocally that none of the required insurance shall be cancelled or materially changed withdut thirty (30) days prior written notice to City. 9. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by the Anderson and the City Manager. 10. Jurisdiction and Venue. Jurisdiction is in the State of California, and venue lies in Ventura County. In case of dispute, each party shall bear its own fees and costs (including attorneys' fees). 11. Interpretation of Agreement. Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally and shall not be interpreted against either party on the grounds that the other party prepared the Agreement or caused it to be prepared. 12. Waiver of Agreement. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the.. waiver. 13. Captions and Headings. The captions and headings of the various Articles and. Paragraphs of this Agreement are for the convenience and identification only and shall not be deemed to limit or define the content of the respective Articles and Paragraphs hereof. 14. Entire Agreement. This Agreement shall. constitute the complete Agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representatipn be binding upon the parties hereto. 15. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect and without being impaired or invalidated in anyway. 16. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntary or by operation of law, without prior written consent of the other party, and any such assignment without said consent shall be void. 238/1-15 4

9 17. Notice. Any notice to be given hereunder by either party to the other shall be affected either by personal delivery in writing or by certified mail, postage prepaid, return receipt requested. Mailed notices shall be addressed as follows: City: City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: City Manager SEA/SUE, Inc. SEA/SUE, Inc. dba Anderson Rubbish Disposal 4590 Industrial Street Simi Valley, CA Attn: Charles Anderson, President Each party may change the address listed above by written notice and in accordance with this section. Notices delivered personally will be deemed served as of actual receipt; mailed notices will be deemed served as of the second (2nd) day after mailing. Notices received via facsimile will not be accepted. 18. Authority to Execute Agreement. Both Anderson and City do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. WITNESS the execution of this Agreement. City of Simi Valley, a Municipal :~ oerto: Hber, Mayor of the City Simi Valley, California Anderson Rubbish Disposal By:_a"-----~--=--~~ ~. Charles Anderson, President SEA/SUE, Inc., dba Anderson Rubbish Disposal Attest:., Chief Finance Officer dba Anderson Rubbish Approved as to Form: 5