AGENDA ITEM NO. Consent (9) CITY OF SIMI VALLEY MEMORANDUM July 21, 2014 TO: City Council FROM: Department of Community Services SUBJECT: APPROVAL OF MEMORANDUM OF AGREEMENTS BETWEEN THE CITY OF SIMI VALLEY AND SIMI VALLEY UNIFIED SCHOOL DISTRICT AND THE ARC OF VENTURA COUNTY 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 Memorandum of Agreements (MOAs) between the City of Simi Valley and Simi Valley Unified School District (Attachment A, page 3) and The Arc of Ventura County (Attachment B, page 9) allowing both agencies to fuel up to five Compressed Natural Gas (CNG) vehicles each at the Simi Valley Transit Maintenance Facility through June 30, 2016. CITY MANAGER S RECOMMENDATION The City Manager recommends approval. BACKGROUND AND OVERVIEW The City has received Federal Transit Administration concurrence to allow the incidental use of the CNG fueling facility for the City of Moorpark, the Simi Valley Unified School District, and The Arc of Ventura County. The City currently has a cooperative agreement in place with the City of Moorpark, authorizing Moorpark to fuel up to three CNG buses at the Simi Valley Transit Maintenance Facility. The cooperative agreements maximize efficient use of public resources and maintain access to services within the community. Under the agreements, Simi Valley Unified School District and The Arc of Ventura County could each fuel up to five CNG vehicles each and fully reimburse the City for its fuel costs and contribute to applicable CNG facility maintenance costs. Similar and past agreements have worked well with the City of Moorpark and Waste Management. SR9 - Transit 7-14
2 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 fueling of outside agencies vehicles. 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 outside agencies vehicles, as needed. The following alternatives are available to the City Council: 1. Approve, and authorize the Mayor to execute, the attached Memorandum of Agreements (MOAs) between the City of Simi Valley and Simi Valley Unified School District (Attachment A, page 3) and The Arc of Ventura County (Attachment B, page 9) allowing both agencies to fuel up to five Compressed Natural Gas (CNG) vehicles each at the Simi Valley Transit Maintenance Facility through June 30, 2016; 2. Provide staff with further direction. Staff recommends Alternative No. 1. SUMMARY It is recommended that the City Council approve, and authorize the Mayor to execute, the attached Memorandum of Agreements (MOAs) between the City of Simi Valley and Simi Valley Unified School District (Attachment A, page 3) and The Arc of Ventura County (Attachment B, page 9) allowing both agencies to fuel up to five Compressed Natural Gas (CNG) vehicles each at the Simi Valley Transit Maintenance Facility through June 30, 2016. Sommer Barwick, Director Department of Community Services INDEX Page Attachment A Memorandum of Agreement Simi Valley Unified School District... 3 Attachment B Memorandum of Agreement The Arc of Ventura County... 9 SR9 - Transit 7-14
3 ATTACHMENT A MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF SIMI VALLEY AND THE SIMI VALLEY UNIFIED SCHOOL DISTRICT FOR COMPRESSED NATURAL GAS FUELING AT THE SIMI VALLEY TRANSIT MAINTENANCE FACILITY THIS Memorandum of Agreement is made and entered into on this 21st day of July 2014, by and between the City of Simi Valley, a municipal corporation, hereinafter referred to as City and The Simi Valley Unified School District, a school district in the State of California hereinafter referred to as District. 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, District provides home-to-school transportation to pupils within the City of Simi Valley; and WHEREAS, District desires to fuel its CNG vehicles at the Facility; and WHEREAS, City can accommodate the fueling of up to five (5) District CNG vehicles and wishes to make its fueling Facility available to District; 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 30th day of June, 2016. 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 District for up to five (5) vehicles pursuant to Sections 4 and 5 of this Agreement. 3. Consideration and Payment. CNG Fuel. District 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 109/04-14
4 based on current market value and the market rate District agrees to pay City will adjust accordingly and take effect as outlined in Section 4.F. of this Agreement. City shall invoice District on the last day of each month, based on CNG fuel consumption by District. The invoice will include the following information: i) period covered by invoice, ii) therms used, iii) cost-per-therm, and iv) tax amount. Preventive Maintenance Costs of Fueling Station. City shall bill, and District 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) District 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 District s designated fueling stations. Payment. District s payment shall be due within thirty (30) days from the date of invoice. 4. City s Obligations. City shall permit District to fuel up to five (5) 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 Friday, at the Facility. City shall maintain a CNG meter at its Facility to track District s CNG consumption. City shall notify District of any maintenance issues that may impact the fueling of District vehicles as soon as possible. D. City shall permit District drivers to utilize the Facilities break room and restrooms while fueling District 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. of this Agreement. F. City shall notify District in writing of any CNG rate increases of more than 10%, five (5) days from the date City becomes aware of the rate increase. Such rate increases will take affect thirty (30) days from the date of written notice to District and will be applied on the next month s bill. 5. Obligations of District. California Department of Transportation approved personnel shall transport District vehicles to and from the Facility. 109/04-14
5 District shall ensure that only those drivers who have completed training and received certification on CNG fueling practices shall be permitted to fuel District vehicles at the Facility. District will provide City copies of all required certifications prior to District s drivers being permitted to fuel District vehicles at the Facility. District employees and contractors shall abide by City s rules and regulations while at the Facility. 6. Hold Harmless and Indemnification. District 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 District, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this Agreement. District 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. District 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. Should District fail to perform any of the terms or conditions of this Agreement City may notify District in writing of such defect or failure to perform. If District 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 District. Subject to Section 7., 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. District shall be liable to City for any and all fees accrued by District to the date City receives the written notice of termination. All notices provided herein shall be made pursuant to Section 17 of this Agreement. 8. Insurance. District shall provide proof of the following minimum insurance coverages prior to the execution of this Agreement: 109/04-14 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, $1 million Combined Single Limit
6 independent contractors, products/ completed operations) Automobile Liability (owned, nonowned, and hired automobiles; must be written on an occurrence form) $1 million Combined Single Limit Workers Compensation Employer s Liability Statutory $500,000 D. Coverages A and B, 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, 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 without 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 District and the City Manager. 10. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 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 representation be binding upon the parties hereto. 109/04-14
7 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 any way. 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. 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 93063 Attn: Eric J. Levitt, City Manager District: Simi Valley Unified School District 875 Cochran Street Simi Valley, CA 93065 Attn: Ron Todo, Assistant Superintendent Services Business 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. 109/04-14
8 18. Authority to Execute Agreement. Both District 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 Corporation By: Simi Valley Unified School District By: Robert O. Huber, Mayor of the City of Simi Valley, California Dr. Kathryn Scroggin, Superintendent Simi Valley Unified School District Attest: Attest: Ky Spangler, Assistant City Clerk Ron Todo, Assistant Superintendent Business Services Approved as to Form: Lonnie J. Eldridge, City Attorney Approved as to Content: Eric J. Levitt, City Manager 109/04-14
9 ATTACHMENT B MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF SIMI VALLEY AND THE ARC OF VENTURA COUNTY FOR COMPRESSED NATURAL GAS FUELING AT THE SIMI VALLEY TRANSIT MAINTENANCE FACILITY THIS Memorandum of Agreement is made and entered into on this 21st day of July 2014, by and between the City of Simi Valley, a municipal corporation, hereinafter referred to as City and The Arc of Ventura County, a nonprofit organization in the State of California hereinafter referred to as Arc. 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, Arc reduces the incidences and limits the consequences of developmental disabilities and provides transportation to clients within the City of Simi Valley; and WHEREAS, Arc desires to fuel its CNG vehicles at the Facility; and WHEREAS, City can accommodate the fueling of up to five (5) Arc CNG vehicles and wishes to make its fueling Facility available to Arc; 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 30th day of June, 2016. 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 Arc for up to five (5) vehicles pursuant to Sections 4 and 5 of this Agreement. 3. Consideration and Payment. CNG Fuel. Arc 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 62/7-14
10 share, electricity share, and administrative costs. Fuel prices are subject to change based on current market value and the market rate Arc agrees to pay City will adjust accordingly and take effect as outlined in Section 4.F. of this Agreement. City shall invoice Arc on the last day of each month, based on CNG fuel consumption by Arc. The invoice will include the following information: i) period covered by invoice, ii) therms used, iii) cost-per-therm, and iv) tax amount. Preventive Maintenance Costs of Fueling Station. City shall bill, and Arc 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) Arc 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 Arc s designated fueling stations. of invoice. 4. Payment. Arc s payment shall be due within thirty (30) days from the date City s Obligations. City shall permit Arc to fuel up to five (5) 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 Friday, at the Facility. City shall maintain a CNG meter at its Facility to track Arc s CNG consumption. City shall notify Arc of any maintenance issues that may impact the fueling of Arc vehicles as soon as possible. D. City shall permit Arc drivers to utilize the Facilities break room and restrooms while fueling Arc 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. of this Agreement. F. City shall notify Arc in writing of any CNG rate increases of more than 10%, five (5) days from the date City becomes aware of the rate increase. Such rate increases will take affect thirty (30) days from the date of written notice to Arc and will be applied on the next month s bill. 5. Obligations of Arc. California Department of Transportation approved personnel shall transport Arc vehicles to and from the Facility. 62/7-14
11 Arc shall ensure that only those drivers who have completed training and received certification on CNG fueling practices shall be permitted to fuel Arc vehicles at the Facility. Arc will provide City copies of all required certifications prior to Arc s drivers being permitted to fuel Arc vehicles at the Facility. Arc employees and contractors shall abide by City s rules and regulations while at the Facility. 6. Hold Harmless and Indemnification. Arc 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 Arc, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this Agreement. Arc 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. Arc 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. Should Arc fail to perform any of the terms or conditions of this Agreement City may notify Arc in writing of such defect or failure to perform. If Arc 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 Arc. Subject to Section 7., 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. Arc shall be liable to City for any and all fees accrued by Arc to the date City receives the written notice of termination. All notices provided herein shall be made pursuant to Section 17 of this Agreement. 8. Insurance. Arc shall provide proof of the following minimum insurance coverages prior to the execution of this Agreement: 62/7-14 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/ $1 million Combined Single Limit
12 completed operations) Automobile Liability (owned, nonowned, and hired automobiles; must be written on an occurrence form) $1 million Combined Single Limit Workers Compensation Employer s Liability Statutory $500,000 D. Coverages A and B, 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, 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 without 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 Arc and the City Manager. 10. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 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 representation be binding upon the parties hereto. 62/7-14
13 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 any way. 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. 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 93063 Attn: Eric J. Levitt, City Manager Arc: The Arc of Ventura County 5103 Walker Street Ventura, CA 93003 Attn: Jim White, Transportation and Facilities Director 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. 62/7-14
14 18. Authority to Execute Agreement. Both Arc 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 Corporation By: The Arc of Ventura County By: Robert O. Huber, Mayor of the City of Simi Valley, California Patricia Schulz, Chief Executive Officer The Arc of Ventura County Attest: Attest: Ky Spangler, Assistant City Clerk Jim White, Facilities and Transportation Director Approved as to Form: Lonnie J. Eldridge, City Attorney Approved as to Content: Eric J. Levitt, City Manager 62/7-14