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HomeMy WebLinkAboutR 2025-002 RESOLUTION NO. 2025-002 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO GRANDE ACCEPTING GRANT FUNDING FROM THE INTEGRATED WASTE MANAGEMENT AUTHORITY, AUTHORIZING THE CITY MANAGER TO EXECUTE THE GRANT AGREEMENT, AND APPROPRIATING GRANT FUNDS INTO DEPARTMENT BUDGET WHEREAS, The San Luis Obispo County Integrated Waste Management Authority (IWMA) has established a Technical Assistance Grant (TAG) Program. The TAGs can be awarded to businesses, government agencies, nonprofit groups, and institutions that want to promote, start, and/or expand waste reduction and landfill diversion efforts; and WHEREAS, On October 9, 2024, the City of Arroyo Grande submitted a TAG application to the IWMA to help reduce the continued use and disposal of beverage containers (specifically water bottles) through the installation of water filling stations at 3 locations: The Lobby in Council Chambers, Soto Sports Complex, and Elm Street Pickleball Courts; and WHEREAS, At the November 13, 2024, IWMA Board meeting, the board approved awarding $10,000 in grant funding to the City of Arroyo Grande to install three water filling stations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo Grande, as follows: 1. The Grant Agreement with IWMA, attached hereto as Exhibit A and incorporated herein by reference, is hereby approved for execution. 2. The City Manager is hereby authorized to execute the Grant Agreement and any incidental amendments thereto. 3. The $10,000 in grant funding is approved for appropriation into the Public Works operating budget. On motion of Council Member Guthrie, seconded by Council Member Secrest, and by the following roll call vote, to wit: AYES: Council Members Guthrie, Secrest, Loe, Maraviglia, and Mayor Ray Russom NOES: None ABSENT: None the foregoing Resolution was passed and adopted this 14th day of January, 2025. Exhibit A GRANT AGREEMENT BETWEEN SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY AND CITY OF ARROYO GRANDE DECEMBER 2024 „ COU SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY Connecting the Community to Waste Solutions NQti,, Page I 1 IWMA Agreement—Revised 12/19/2024 w.na• Project No./ID 2024-04 This Grant Agreement ("Agreement") is made and entered into as of the date of the Board's approval of the award by and between the SAN LUIS OBISPO COUNTY INTERGATED WASTE MANAGEMENT AUTHORITY("IWMA"), a joint powers authority formed pursuant to the laws of the State of California and CITY OF ARROYO GRANDE ("Contractor"), a municipal corporation and charter city. RECITALS a. IWMA created the Technical Assistance Grant Program ("TAG Program") in 1996 to empower local groups and change agents to develop community-based strategies for the prevention, separation, diversion, recycling, and composting of material in San Luis Obispo County. b. Under the TAG Program, special consideration is given to projects which track and measure quantities and can determine if intended goals are met, and to projects which would facilitate the implementation of new regulations adopted by the State of California. c. Contractor submitted an application for a TAG Program grant to IWMA on October 9, 2024, which was reviewed by staff and presented to the IWMA Board of Directors, who approved this grant award ("Grant") on November 13, 2024. A copy of this application is attached and incorporated herein as Exhibit A-1. d. Based on the foregoing recitals, the IWMA grants the Contractor the Grant subject to the terms and conditions set forth in this Agreement. AGREEMENT 1) PROJECT Pursuant to the terms and subject to the conditions set forth in this Agreement, Contractor will perform all activities and work necessary to implement and complete the project described in the Statement of Grant Obligations (the "Project") attached and incorporated herein as Exhibit A. Contractor agrees to furnish all labor, materials, equipment, licenses, permits, fees, and other incidentals necessary to perform and complete, per schedule, in a professional manner, the services described herein. Contractor represents that Contractor has the expertise necessary to adequately perform the project specified in Exhibit A. 2) PERIOD OF PERFORMANCE This Agreement shall be effective on the date when this Agreement becomes fully executed by all parties hereto ("Effective Date"). Contractor will commence the Project upon receipt of the Grant and continue it on the schedule set forth in Exhibit A, until completion, unless this Agreement is otherwise terminated sooner as provided herein. IAgreement Pa e 2 IWMA -Revised 12/19/2024 g `to- 3) CONTRACTOR REQUIREMENTS a. Contractor shall comply with all Federal, State, and local laws, regulations, ordinances, and permit requirements related to its operations and in conducting the Project. b. If Contractor is a private, nonprofit organization, proof of Federal tax-exempt status under Section 501(c) is required. c. If Contractor is a for-profit entity, a valid business license in required. d. Contractor shall provide IWMA with a completed form W-9 prior to receipt of any Grant funds. e. Contractor is responsible for payment of all taxes due as a result of this Agreement. 4) EQUIPMENT REQUIREMENTS If Grant funds are used to purchase, lease, or otherwise acquire equipment("Grant Equipment"), use will be performed in a manner consistent with the manufacturer's specifications and such that it does not void the manufacturer's warranty(ies), whether for installed equipment, equipment to which it is added or otherwise used. Grant Equipment must be put in use for its intended purpose within two (2)years of the date of installation. Contractor will operate and maintain the Grant Equipment in compliance with all manufacturer written specifications. 5) PERFORMANCE The waste reductions and/or diversions funded by the Grant must be real, quantifiable, and reportable. Projects must be located inside San Luis Obispo County, divert discarded materials generated in San Luis Obispo County, or involve educational campaigns targeting San Luis Obispo County residents or businesses. 6) RECORD KEEPING, REPORTING,AND AUDITS a. Records: Grant funds are released as Contractor provides invoices supporting expenses incurred for the Project and otherwise in compliance with this Agreement. At IWMA's request, Contractor will keep and provide accurate financial records necessary to Executive Director to allow IWMA to review Contractor's performance. Records must demonstrate that the Grant funds have been used for the purchase of equipment and/or provision of services as described in Exhibit A. Contractor will retain all records and data for activities performed under this Agreement for at least three (3)years from the termination of this Agreement or until completion of any action and resolution of all issues which may arise as a result of any litigation, claim, negotiation, or audit, whichever is latter. b. Reports: As a condition of receipt of the Grant funds, Contractor agrees to provide invoice reporting per the timeline set forth in Exhibit A. c. Audits: Contractor agrees that Executive Director or an IWMA designated representation shall have the absolute right to audit Contractor records pertaining to use of the Grant funds. If, after audit or review, an auditor determines that Grant funds were not spend in conformance with this Agreement, Contractor agrees to immediately reimburse IWMA all Grant funds not spent in conformance. IWMA also reserves the right to terminate this Agreement without payment of any unexpected portion of the Grant funds. d. Presentation: Contractor agrees to prepare a brief(4 to 5 minute) slideshow presentation for the IWMA Board if requested to do so by the Executive Director to illustrate the outcomes of the Project and the benefit of the TAG Program in meeting the Contractor's Project goals. t Page 13 IWMA Agreement-Revised 12/19/2024 7) GRANT FUNDS RELEASE IWMA's total obligation under this Agreement will not exceed Ten Thousand Dollars ($10,000), released as provided herein: a. Reimbursement Payments: Only expenditures incurred by Contractor to perform the Project consistent with this Agreement will be considered by IWMA for reimbursement. Copies of all invoices supporting request for the Grant funds will be submitted to the IWMA subject to the provisions of this Agreement on Notice. IWMA will make a reimbursement payment to Contractor or otherwise deny the request within thirty(30) calendar days after receiving and verifying, or being unable to verify, the Quarterly Invoice Report as consistent with this Agreement. b. Surplus Funds: Any Grant funds not used by Project Completion, or the termination of this Agreement shall be retained by the IWMA and credited to the IWMA TAG Program fund. 8) NON-ALLOCATION OF FUNDS The terms of this Agreement and the IWMA's and Contractor's obligations contingent on the approval and appropriation of funds by the IWMA Board. Should sufficient funds not be allocated, the services provided may be modified or this Agreement may be terminated at any time by IWMA after giving Contractor thirty(30) days' notice in writing. 9) INDEPENDENT CONTRACTOR In performance of the work, duties, and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees, will at all times be acting and performing as an independent contractor and will act in an independent capacity and not as an officer, agent, servant, employee,joint ventures, partner, or associate of IWMA. Contractor is responsible to its employees for payments and benefits due them, and Contractor agrees to indemnify(as provided in Exhibit B) IWMA from all matters relating to payment of Contractor's employees, including compliance with social security, withholding, and all other regulations governing such matters. 10) TERMINATION Breach of Agreement: IWMA may immediately suspend or terminate this Agreement, in whole or in part, as to Contractor for any of the following reasons: a. An illegal or improper use of Grant funds; b. Failure to comply with any term of this Agreement c. Submitting false reporting or substantially incorrect or incomplete Quarterly Invoice Report; or d. Breach of any requirements of the TAG Program. IWMA's payment of Grant funds shall not constitute a waiver by Executive Director/designee of any breach of this Agreement or any default which may then exist on the part of Contractor, nor will such payment impair or prejudice any remedy available to IWMA with respect to the breach or default. 11) MODIFICATION t; Page 14 IWMA Agreement-Revised 12/19/2024 This Agreement may be modified from time to time by a written agreement signed by the parties, such modification not otherwise affecting the unmodified provisions. 12) ASSIGNMENT Neither party will assign, transfer, or subcontract this Agreement, nor their rights or duties under this Agreement, without the prior express, written consent of the other party. In all events, this Agreement, including all covenants and conditions contained herein, will be binding upon and inure to the benefit of the parties, including their respective successors in interest, assigns, and legal representatives. 13) INDEMNIFICATION AND INSURANCE Contractor agrees to the indemnification and insurance obligations set forth in Exhibit B during the term of this Agreement. 14) NOTICES The persons and their addresses with authority to give and receive notices under this Agreement are set forth on the signature page. Any and all notices between IWMA and Contractor provided for or permitted under this Agreement or by law will be in writing and will be deemed duly served when personally delivered to the notified parties, or in lieu of such personal service, when deposited in the United States mail, postage prepaid, addressed to such party. Service of notices may be given by email, but only provided the recipient replies to the email or otherwise confirms its receipt. 15) POLITICAL ACTIVITY PROHIBITED None of the Grant funds shall be used for any political activity, or to further the election or defeat of any candidate for any public office. 16) LOBBYING PROHIBITED None of the Grant Funds shall be used for publicity, lobbying, or propaganda purposes designed to support or defeat legislation before any federal, state, or local authority. 17) PROVISIONS REQUIRED BY LAW Each and every provision of law and clause required by law to be inserted in this Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted or is not correctly inserted, then upon application of either party, this Agreement shall be amended to make such insertion or correction. 18) CONFLICT OF INTEREST No officer, employee, or agent of IWMA who exercises any function or responsibility for planning and carrying out the services provided under this Agreement will have any direct or indirect personal financial interest in this Agreement. Contractor will comply with all federal and state conflict of interest laws, statutes, and regulations, which will be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee of IWMA. t Page 15 IWMA Agreement-Revised 12/19/2024 19) NONDISCRIMINATION In providing the Services pursuant to the Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, sexual orientation, medical condition or other protected class identifier. Contractor shall take affirmative action to ensure applicants are employed and that employees are treated during their employment without regard to any protected class under state of federal law. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. Contractor must comply with all applicable federal, State and local laws and regulations including all applicable policies concerning nondiscrimination and equal opportunity in contracting 20)INTERPRETATION If there is a conflict between or among the terms and conditions of this Agreement and associated documents, the conflict will be resolved by reference in the following order of priority, with C having priority over B and A: a. The text of this Agreement; b. The Exhibits; and c. The Technical Assistance Grant (TAG) Program requirements. 21) GOVERNING LAW AND VENUE This Agreement and the TAG Program is governed by California law, without regard to conflict of laws principals. Regardless of where a party executes this Agreement, it shall be deemed entered into in San Luis Obispo County. Exclusive venue for any action arising out of this Agreement is agreed to be the Superior Court for San Luis Obispo County, and each party consents to exclusive venue in San Luis Obispo County notwithstanding the state or county of a party's formation or operation. 22) TIME IS OF THE ESSENCE Time is of the essence in Contractor's performance under this Agreement. The parties reasonably anticipate that Contractor will, to the reasonable satisfaction of IWMA, complete all activities provided herein within the time schedule outlined in Exhibit A, subject to force majeure delays, generally defined as events beyond the reasonable control of the Contractor, but for payment obligations of Contractor. ;`"_i-, Page 16 IWMA Agreement-Revised 12/19/2024 23)NO THIRD-PARTY BENEFICIARIES Notwithstanding anything else stated to the contrary herein, nothing contained in this Agreement grants rights in any third party, and no other person, firm, corporation, or entity is an intended third-party beneficiary of this Agreement. 24) SEVERABILITY If any one or more of the provisions in this Agreement is determined to be unenforceable by a court of competent jurisdiction, such holding will not affect any other provisions of this Agreement, and this Agreement will then be construed as if such unenforceable provision were not a part hereof. 25) TITLE TO EQUIPMENT Contractor shall hold title to and bears all risk of loss of Grant Equipment. Contractor acknowledges that IWMA has no responsibility for the selection, type of use of the Grant Equipment or any of its components. Contractor is solely responsible for determining all equipment required. Regardless, IWMA disclaims all warranties, express and implied, including the implied warranties of merchantability and fitness for the intended purpose, as to the Grant Equipment or any other equipment used in Contractor's business. In no event will IWMA be liable to Contractor or any third party for any direct, indirect, consequential, special, incidental, or punitive damages for the design, manufacture, operation, performance, or demonstration of the Grant Equipment under any theory including, without limitation, tort, contract, breach of warranty, or strict liability. 26) SPECIAL CONDITIONS a. Agreement Completion: Contractor shall procure the Grant Equipment and spend all funds awarded under this Agreement before June 30, 2025. b. Ownership Transfer or Damage to Grant Equipment: Transfer of Ownership: If Contractor intends to transfer the Grant Equipment (for example, by sale or gift) during the term of this Agreement, Contractor shall notify IWMA of this fact in writing at least fifteen (15) days prior to listing or otherwise preparing to transfer of Grant Equipment, in which case IWMA shall have the following two options: i. Any transfer shall be subject to compliance with this Agreement as an express condition and the transferee must execute a new agreement with the IWMA as a condition of transfer. Under this option, transfer of the Grant Equipment can only occur within San Luis Obispo County. Copies of all documents related to the transfer of the Grant Equipment shall be provided to IWMA within thirty(30) days of the transfer and shall reference this Agreement. ii. If Contractor elects to transfer the Grant Equipment before completion of the obligations of this Agreement and the transferee not enter into an agreement with IWMA, or if the Grant Equipment is transferred outside of San Luis Obispo County, Contractor shall be required to repay IWMA Grant funds released based on the repayment equation specified in this Agreement. c. Damage: Contractor will repair the damaged Grant Equipment to the extent reasonably possible. 27) ENTIRE AGREEMENT t; Page 17 IWMA Agreement-Revised 12/19/2024 This Agreement and its Exhibits constitute the entire Agreement between Contractor and IWMA with respect to the Grant and use of the Grant Funds and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. 28) COUNTERPARTS; SIGNATURES The parties may execute this Agreement in counterparts, each of which shall constitute an original. The parties may execute this Agreement, and any executed copy deemed enforceable as to such signature, when executed by Electronic Signature and delivered by any means and verifiable digital/electronic signature that complies with the Electronic Signatures in Global and National Commerce Act ("E-SIGN"), and Uniform Electronic Transactions Act("UETA"), unless a handwritten signature is required by law. "Electronic signature"for the purposes of this section has the meaning as stated in Section 1633.2(h) of the California Civil Code, as may be amended. (Signature Page Follows) "'- Page 18 IWMA Agreement-Revised 12/19/2024 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the date and year last written below: SAN LUIS OBISPO COUNTY INTEGRATED CITY OF ARROYO GRANDE WASTE MANAGEMENT AUTHORITY "CONTRACTOR" "IWMA" 870 Osos St. 300 E. Branch Street San Luis Obispo, CA 93401 Arroyo Grande, CA 93420 jlane@iwma.com I peron@iwma.com Emails: mdowning@arroyogrande.org X X Robert Robert, President Date Matthew Downing, City Manager Date Attest to as content: X Executive Director, IWMA Date Approved as to form: X Legal Counsel, IWMA Date 46* Page 19 IWMA Agreement-Revised 12/19/2024 w.na• EXHIBIT A STATEMENT OF GRANT OBLIGATIONS Project Description See Technical Assistance Grant Application attached hereto as Exhibit A-1. Project Expenses Contractor is responsible to pay for all Project expenses, including payment for Grant Equipment and its operation, maintenance and repair. The Grant Funds awarded will be paid to Contractor per terms of this Agreement. Matching Funds Applicants must match the Grant Funds with in-kind contributions for costs incurred in excess of Ten Thousand Dollars ($10,000), or the Grant Funds released, if less, will be borne by Contractor and will qualify as matching and/or in-kind contribution for the Project. Eligible Expenses The eligible expenses include: • The purchase, lease, rental, and/or installation price of the Grant Equipment; • Sales tax; • Reasonable delivery charges; • Minimum attachments normally sold with the original equipment, as determined by IWMA. The eligible expenses do not include payments for: • activities before execution of the Grant Agreement; • legal fees, loans or bank fees, fines or penalties; • existing debt or pre-existing tax liens or obligations; • subsidizing existing contracts; • funding for staff in excess of fifty percent(50%) or which is not paid at prevailing wage rates as defined by Labor Code Section 1720; • payment of organizational overhead exceeding fifteen percent (15%) of the Project budget. Statement of Work and Project Timeline—Biannual Reports Grant Milestones First Bi-Annual Report Due Year(1) One 06-20-2025 5:00 PM Second Bi-Annual Report Due Year(1) One 12-20-2025 5:00 PM First Bi-Annual Report Due Year(2)Two 06-20-2026 5:00 PM Second Bi-Annual Report Due Year(2)Two 12-20-2026 5:00 PM Iii >t. Page 110 IWMA Agreement-Revised 12/19/2024 Project Completion:Tasks 1 and 3 below should be completed as soon as reasonably possible but must be completed before the end of the term of the Agreement. A. Task 1: Agreement and Insurance Documentation: Contractor will submit any evidence of insurance, any documents required per the section on Contractor Requirements, and signed Agreement to IWMA. Contractor will not commence the Project or purchase, or put money down on the Grant Equipment until it has received its copy of the executed Agreement from IWMA required by Exhibit B. B. Task 2: Grant Award Reimbursement Payments: Within five (5) days of receipt of the documentation outlined in Task 1, the IWMA will begin accepting grant award reimbursement requests. Payment will be made to Contractor, who will be responsible for any outstanding debt owed on the Grant Equipment. C. Task 3: Purchase and Delivery of Grant Equipment: After Contractor receives its copy of the fully executed Agreement, Contractor will order, purchase and arrange for the delivery and/or installation of the Grant Equipment described above. 1. Contractor must ensure that the installation of the Grant Equipment is performed in a manner consistent with the manufacturer's specifications and such that it does not void the warranty/warranties provided by the manufacturer of the Grant Equipment, nor any remaining warranty/warranties provided by the manufacturer of the base equipment into which Grant Equipment is installed. 2. The date of receipt and installation of equipment shall be reported on the next Quarterly Invoice Report. D. Task 4: Quarterly Invoice Reporting: Contractor will provide IWMA with invoices for reimbursement prior to end of each quarter as set forth in this Exhibit A("Quarterly Invoice Report") during the term of this Agreement, Quarterly reporting is required as a condition of reimbursements. E. Repercussions for Non-compliance: Failure by Contractor to provide Quarterly Invoice Reporting will constitute a breach of this Agreement, and may result in any or all of the following actions: 1 .Loss of Grant: Loss of right to receive the Grant funds requested or all Grant funds. 2._Compliance Audit: IWMA or their designee(s) may, at its discretion and at Contractor's expense, conduct a compliance audit of the Grant funds and Grant Equipment. Contractor will be charged and agrees to pay the then-current IWMA billing rates for the inspector's time and mileage for any compliance audits so conducted. 3. Agreement Termination: IWMA or their designee(s) may suspend or terminate this Agreement (per the Section of this Agreement on Termination) and, to the extent applicable, demand that Contractor immediately repay the Grant funds based on the repayment equation specified in the Agreement. /II Ni+./ Page I 1 1 IWMA Agreement-Revised 12/19/2024 4.No payments to Non-compliant Contractors: IWMA will not release Grant funds when Contractor is in breach of its obligations. F. Task 5: Annual Insurance Certificates: Annually, through the term of this Agreement, Grant Equipment Contractor will send the IWMA insurance certificates that list the IWMA as additionally insured with respect to the policies listed in Exhibit B. G. Term of Agreement: For the purposes of this Agreement, the term of this Agreement is comprised of two timeframes: "Project Completion" and "Project Implementation." 1.Project Completion is defined as the earlier of(a) thirty-six 36 months from the date of execution of this Agreement; (b)the date of all Grant funds have been released to Contractor; or(c)the date that Contractor informs IWMA that the Project is complete or terminated. 2.Project Implementation is defined herein to be fourteen (14) days from completion of Task 1. " >t.* Page 112 IWMA Agreement-Revised 12/19/2024 EXHIBIT B INDEMNITY AND INSURANCE REQUIREMENTS Indemnification:To the fullest extent allowed by law, Contractor shall defend, indemnify and save harmless the IWMA, and each of its constituent agencies, and each of their officers, board members, council members, officers, and all agents and employees of the IWMA and agencies from any and all claims, demands, damages, costs, expenses, judgments or liability(including attorneys and other legal fees and costs) arising out of this Contract or performance of the Services including, without limitation, predicated upon theories of violation statute, ordinance, or regulation, professional malpractice, negligence, or recklessness, including negligent or reckless operation of motor vehicles or other equipment, furnishing of defective or dangerous products or completed operations, employment claims (including, without limitation, wage and hour, improper employee classification, harassment, discrimination, state and federal and state income or employment tax withholding, failure to comply with workers' compensation laws) and or any act or omission to act, whether willful, intentional or actively or passively negligent on the part of Contractor or its agents, employees or other contractors directly responsible to Contractor and providing further that the foregoing shall apply to any wrongful acts or any active or passively negligent acts or omissions to act, committed jointly or concurrently by Contractor or Contractor's agents, employees or other independent contractors and the IWMA its agents, employees or independent contractors. Nothing contained in the foregoing indemnity provision shall be construed to require indemnification for claims, demands, damages, costs, expenses, or judgments resulting solely from the intentional or active negligence of the IWMA. Insurance: The City shall recover the Equipment and services under its insurance program, including coverage for general liability, property damages,Workers' Compensation and Employer Liability policies " >t. Page 1 13 IWMA Agreement-Revised 12/19/2024 RESOLUTION NO. 2025-002 PAGE 15 gid , 1 CAREN RAY ' SSOM, MAYOR ATTEST: J SICA MATSON, CITY CLERK APPROVED AS TO CONTENT: MATTHEW DOWNING, CITY MANAGER APPROVED AS TO FORM: ISAAC ROSEN, CITY ATTORNEY OFFICIAL CERTIFICATION I, JESSICA MATSON, City Clerk of the City of Arroyo Grande, County of San Luis Obispo, State of California, do hereby certify under penalty of perjury, that the attached Resolution No. 2025-002 was passed and adopted at a regular meeting of the City Council of the City of Arroyo Grande on the 14th day of January, 2025. WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 16th day of January, 2025. J SICA MATSON, CITY CLERK