HomeMy WebLinkAboutC-4608MEMORANDUM OF AGREEMENT
BETWEEN THE SAID' GABRIEL VALLEY COUNCIL OF
GOVERNMENTS AND THE CITY OF ARCADIA FOR
PARTICIPATION IN THE SAN GABRIEL VALLEY REGIONAL FOOD
RECOVERY PROGRAM
This Memorandum of Agreement ("MOA") is dated for identification purposes as of
Q -f p bt �(- '� , 2023 by and between the City of Arcadia, a municipal corporation
("City"), and the San Gabriel Valley Council of Governments, a California joint powers
authority ("SGVCOG"). City and SGVCOG may be referred to herein collectively as the
"Parties" or individually as a "Party."
RECITALS:
A. The passage of SB 1383 (Lara, 2016) implemented statewide targets to reduce statewide
disposal of organic waste and increase recovery of currently disposed edible food.,for
human consumption. Specifically, SB 1383 aims to recover at least 20% of currently
disposed edible food for human consumption by 2025. The California Departnient of
Resources Recycling and Recovery (CalRecycle) has developed regulations entitled
"Short-lived Climate Pollutants: Organic Waste Reductions" (hereafter "SLCP
Regulations"), which regulations are codified at Chapter 12 of Division 7 of Title 14 of
the California Code of Regulations, sections 18981.1 et seq.1
B. To recover 20% of edible food that would otherwise be sent to landfills by 2025, SB
1383 requires local jurisdictions to establish food recovery programs and strengthen their
existing food recovery networks.
C. The SGVCOG was established to have a unified voice to maximize resources and
advocate for regional and member interests to improve the quality of life in the San
Gabriel Valley by the member cities and other local governmental agencies and has
established and is administering a Regional Food Recovery Program (the "Program").
D. City seeks to participate in the Program and join a regional approach toward compliance
with SB 1383's food recovery components. Specifically, the Program will support City
in complying with the food recovery components of Sections 18985.2, 18985.3, 18991.1,
18991.2, 18992.2, 18994.1, 18994.2, 18995.2, 18995.1, 18995.3, and 18995.4.
E. City will remain responsible for maintaining an Implementation Record pursuant to
Section 18995.2, to include all necessary information from the Program in the City's
Implementation Record and to report the necessary information to CalRecycle based on
the reporting timelines and reporting request procedures set forth in Sections 18994.1,
18994.2, and 18995.2.
F. Pursuant to Section 18985.2, the City will remain responsible for updating and
maintaining a list of food recovery organizations and food recovery services on an annual
1 All Section references herein are to Title 14 of the California Code of Regulations unless otherwise stated.
1596561.1
basis. Such list must be annually updated to include each food recovery organization and
each food recovery service's name, physical address, contact information, collection
service area, and the types of food they accept. Such information must be posted on the
City's website and shared with the City's commercial edible food generators on an annual
basis. It is also the City's responsibility to share information about the City's edible food
recovery programs, information about the commercial edible food generator
requirements, information about food recovery organizations and food recovery services
operating within its jurisdictions, where a list of those food recovery organizations and
food recovery services can be found, and information about actions that commercial
edible food generators can take to prevent the creation of food waste on an annual basis.
G. City has adopted an SB 1383 ordinance to ensure effective implementation of the
Program.
H. City and SGVCOG desire to set forth the terms of their ongoing collaboration with respect
to this effort in this MOA and further agree as follows:
I. RECITALS
The above Recitals are made a substantive part of this MOA.
II. TERM:
The term of this MOA shall commence on 0 C+O ,Q 2023 and shall
continue through the completion of all work completed under this MOA. The term of
this MOA may be extended by mutual written MOA of the Parties.
III. RESPONSIBILITIES OF THE PARTIES:
A. SGVCOG Responsibilities:
1. Undertake procurement and management of consultant(s) to complete the
Program set forth in the Program's Scope of Work (Attachment A), including
the execution of a contract with the consultant for the development of the
Program.
2. Manage all invoicing and payments to be made to consultant.
3. Review draft deliverables prepared by the consultant for accuracy.
4. Coordinate with the consultant to ensure consultant's participation in calls
and meetings.
5. Manage ongoing coordination of calls with the Parties and the consultant
throughout the development of the Program.
6. Review and provide comments on draft communications and documents
related to the Program.
7. Submit invoices to the City, in a total amount that does not exceed $55,964 as
follows:
• The first invoice shall be in the amount of $11,799 for work completed in
2023; and
1596561.1
• The second invoice shall be in the amount of $44,165 for work completed
in 2024.
Invoices include both consultant fee and SGVCOG project management fee.
Any amounts paid by the City that are not expended by August 1, 2024, will
be refunded to the City by September 15, 2024, unless City and SGVCOG
agree to extend the term of the MOA beyond August 1, 2024. SGVCOG shall
provide to the City an accounting of funds at the same time of the refund, if
any.
B. City Reslionsibilities:
1. Designate a point -of -contact with name, title, and contact information who
will serve as the City's technical representative throughout the development
of the Program. If the point -of -contact is reassigned or no longer with the City,
a new point -of -contact will be designated within fourteen (14) calendar days.
2. Actively engage in the development of the Program including, but not limited
to, promptly responding to all correspondence (phone calls and e-mail
communications), responding to data requests, and attending any necessary
meetings.
3. Review and provide comments to consultant on deliverables as necessary.
4. Participate in check -in calls and/or meetings with the consultant and with all
Parties, as necessary.
5. Approve within five (5) business days any deliverables that can be approved
by staff or ten (10) business days any items that need to be approved by city
attorney or city manager.
6. Pay invoices referenced in III.A.7 above within thirty (30) days of receipt.
III. AMENDMENTS:
A. For any change which materially affects the project scope of work, or in any way
modifies any term or condition included under this MOA, an amendment to the
MOA shall be prepared and executed by the City and by the SGVCOG for such
change to be effective.
B. Minor changes to the project scope of work or budget may be approved by the
SGVCOG's Project Manager, who shall in writing and in his or her reasonable
discretion determine whether the change is minor. Any increase in the not to
exceed amount of this MOA shall require an amendment.
IV. PROJECT MANAGEMENT:
A. Project Managers.
1. For the purposes of this MOA, SGVCOG designates the following individual
as its Project Manager: Mackenzie Bolger, Senior Management Analyst,
whose contact information is set forth below.
1596561.1
2. For the purposes of this MOA, the City designates the following individual as
its representative: Briget Arndell, Environmental Services Manager, whose
contact information is set forth below.
Either Party may change the designations set forth herein upon written notice to
the other Party.
V. DEFAULT; REMEDIES:
A. Default. A "Default" under this MOA is defined as any one or more of the
following: (i) failure of either Party to comply with the terms and conditions
contained in this MOA; and/or (ii) failure of either Party to perform its
obligations set forth herein satisfactorily or make sufficient progress towards
completion of the Regional Food Recovery Program.
B. Remedies. In the event of a Default by either Party, the non -defaulting Party
will provide a written notice of such Default and thirty (30) days to cure the
Default. In the event that the defaulting Party fails to cure the Default, or commit
to cure the Default and commence the same within such 30-day period and to the
satisfaction of the non -defaulting Party, the non -defaulting Party may terminate
this MOA. Such termination shall be effective immediately upon the provision
of written notice by the non -defaulting Party to the defaulting Party. The
remedies described herein are non-exclusive. In the event of a Default by either
Party, the non -defaulting Party shall have the right to seek any and all remedies
available at law or in equity.
V. INDENINIFICATION:
A. City agrees to defend, indemnify, and hold free and harmless the SGVCOG, its
member agencies, and their respective elected and appointed boards, officials,
officers, agents, employees, and volunteers, at City's sole expense, from and
against any and all claims, actions, suits, or other legal proceedings brought
against the SGVCOG, its member agencies, and their respective elected and
appointed boards, officials, officers, agents, employees, and volunteers arising
out of or relating to the acts or omissions of City in connection with this MOA.
B. SGVCOG agrees to defend, indemnify, and hold free and harmless the City, its
employees, and volunteers, at SGVCOG's sole expense, from and against any
and all claims, actions, suits, or other legal proceedings brought against the City,
its employees, and volunteers arising out of or relating to the acts or omissions of
SGVCOG in connection with this MOA.
VII. INSURANCE:
A. City and SGVCOG shall maintain and keep in full force and effect during the
term of this MOA insurance or a program of self-insurance against claims for
injuries to persons or damages to property which may arise in connection with
UT-ST4l
City's or SGVCOG's performance of its obligations hereunder.
VIII. OTHER TERMS AND CONDITIONS:
A. Notices. All notices required herein shall be sent by email, except for a notice of
termination, default, or failure to cure, which shall be sent by certified mail,
postage pre -paid, return receipt requested. Either Party may change its Project
Manager or contact upon written notice to the other Party and shall promptly
update the other Party in writing of any such changes.
To SGVCOG: Mackenzie Bolger
Senior Management Analyst
1333 S. Mayflower Ave., Suite 360
Monrovia, CA 91016
(626) 457-1800
mbolger &,sgvcog.org
with a copy to: Marisa Creter
Executive Director
1333 S. Mayflower Ave., Suite 360
Monrovia, CA 91016
(626) 457-1800
mcreter a, suvcoQ.ors
To City: Briget Arndell
Environmental Services Manager
Arcadia Public Works Services Department
11800 Goldring Road
P.O. Box 60021
Arcadia, CA 91066-6021
(909) 620-3797
b arnde ll 1 arcadiaca. c ov
B. No Partnership. This MOA is not intended to be, and shall not be construed as,
an agreement to form a partnership, agency relationship, or a joint venture
between the Parties. Except as otherwise specifically provided in the MOA,
neither Party shall be authorized to act as an agent of or otherwise to represent
the other Party.
C. Entire MOA. This MOA constitutes the entire understanding between the Parties
with respect to the subject matter herein and supersedes any and all other prior
writings and oral negotiations. This MOA may be modified only in writing and
signed by the Parties in interest at the time of such modification.
D. Governing Law. This MOA shall be governed by and construed under California
law and any applicable federal law without giving effect to that body of laws
pertaining to conflict of laws. In the event of any legal action to enforce or
1596561.1
interpret this MOA, the Parties hereto agree that the sole and exclusive venue
shall be a court of competent jurisdiction located in Los Angeles County,
California.
E. Excusable Delays. Neither Party shall be considered in default in the
performance of its obligations hereunder to the extent that the performance of
any such obligation is prevented or delayed by unforeseen causes including acts
of God, floods, earthquakes, fires, acts of a public enemy, pandemic, epidemic,
and government acts beyond the control and without fault or negligence of the
affected Party. Each Party hereto shall give notice promptly to the other of the
nature and extent of any such circumstances claimed to delay, hinder, or prevent
performance of any obligations under this MOA.
F. Waiver. Waiver by any Party to this MOA of any term, condition, or covenant
of this MOA shall not constitute a waiver of any other term, condition, or
covenant. No waiver of any provision of this MOA shall be effective unless in
writing and signed by a duly authorized representative of the Party against whom
enforcement of a waiver is sought.
G. Headings. The section headings contained in this MOA are for convenience and
identification only and shall not be deemed to limit or define the contents to
which they relate.
H. Assignment. Neither Party may assign its interest in this MOA, or any part
thereof, without the prior written consent of the other Party. Any assignment
without consent shall be void and unenforceable.
I. Severability. If any provision of this MOA is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated in any
way.
J. Authority to Execute. The person executing this MOA on behalf of a Party
warrant that they are duly authorized to execute this MOA on behalf of said
Party, and that by doing so said Party is formally bound to the provisions of this
MOA.
K. Counterparts. This MOA may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
L. Electronic Signatures. This MOA may be executed with electronic signatures in
accordance with Government Code Section 16.5. Such electronic signatures will
be treated in all respects as having the same effect as an original signature.
1596561.1
IN WITNESS WHEREOF, the Parties hereto have caused this MOA to be executed
and to be effective on the date it has been fully executed by the Parties as set forth below.
FOR THE CITY OF ARCADIA:
By:
Dominic Lazzarett
City Manager
Date:
ATT .
Gene Glasco
City Clerk
APPROVED AS O FORM:
Michael J. Maurer
City Attorney
FOR THE SAN GABRIEL VALLEY
COUNCIL OF GOVERNMENTS:
By:
Marisa Cre r
Executive Director
Date:// /-2 5 / �12
General Counsel
FORM:
1596561.1
ATTACHMENT A - SCOPE OF WORK
Phase I — Inspection and Enforcement
TASK 1: PROJECT MANAGEMENT
Task 1.1- Kickoff Meeting
The SCS Project Team will conduct a kick-off meeting with SGVCOG staff, and the City of
Arcadia following approval of the contract to confirm the goals and objectives for the project. SCS
staff leaders and their key roles on this project will be introduced, project tasks will be reviewed,
expectations of resources needed from the City will be discussed, thoughts and direction from staff
will be solicited, and the schedule and key milestones will be confirmed. This meeting will also
establish clear lines of communication and project direction so the City, SGVCOG and SCS
mutually understand expectations.
Deliverables:
• Meeting agenda
• Meeting minutes and action items
• Data needs
Task 1.2 - Project Management Update Meetings
Regular feedback from the project team and City is important to the success of the project.
Therefore, the Project Team will attend quarterly meetings with the City and SGVCOG
representatives to discuss the project deliverables and receive feedback on the project progress.
For purposes of the project budget, it is assumed these meetings will be one-half hour in duration.
Deliverables
• Meeting notifications/conference call -in facilitation
• Meeting agendas
• Meeting minutes/action items
TASK 2: INSPECTION PROGRAM IMPLEMENTATION
Task 2.1- Inspection Program Implementation
There are two types of inspections that the team will conduct beginning in 2023. The first is an
Inspection Review to Tier 1 edible food generators and food recovery services/organizations. The
second is a Complaint Review in response to complaints received that warrant a review in
accordance with Section 18995.3, to be provided on an as -needed basis.
Beginning January 1, 2024, both Tier I and Tier II EFGs will receive one inspection each, and an
estimated 70% of Tier I and Tier II EFGs will receive a second compliance inspection. The team
will conduct Inspection Reviews to Tier 2 commercial edible food generators and begin issuing
Notice of Violations to noncompliant entities as determined in Inspection Reviews or realized
when responding to a complaint in a Complaint Review. Notice of Violations will not be issued
until January 1, 2024, in accordance with the enforcement requirements of Section 18995.3 unless
SGVCOG or the City determine that earlier issuance of Notice of Violations for noncompliance is
in best interest.
The number of Tier 1, Tier 2, and FRO inspections per year are indicated in Table 1.
Table 1. Inspections
1st Tier 1
2°d Tier 1
1st Tier 2
2"a Tier 2
Site visits
Site Visits
0
1 11
Site Visits
0
32
Site Visits
0
23
2023
15
2024
15
Inspection Review Methodology
Step 1: Schedule Inspection Review with Entity (Commercial Edible Food Generator/Food
Recovery Service/Organization)
We will prioritize Inspection Reviews to entities that have a history of noncompliance or have had
difficulties in establishing a program. Prioritization will be determined in coordination with project
staff, waste hauling staff and food recovery organization/service partners. When scheduling in -
person inspections, we will maximize staff time in the field by scheduling visits according to
geographical proximity.
Step 2: Conduct Inspection Review
The team will utilize data program tracking software, such as Careit, to assess the recorded
donation data associated with each entity and compare it with anticipated frequency and quantity
of food donations determined through the initial inspection. Any discrepancies identified as
unreasonable or suspicious shall be noted and reported back to the jurisdiction. Data input into the
Careit software will also be reflected on a paper Inspection Report which will be supplementary
to the data tracking fields included on Careit. We will use the Inspection Report and Careit to
conduct virtual, phone - or when necessary - in -person reviews to determine whether the entity is
compliant with requirements of Section 18991.3 (commercial edible food generators) and Section
18991.5 (food recovery services/organizations). Compliance details, including the specific actions
that will be reviewed during the inspection, are provided below in the section titled "Article 10".
Step 3: Record Inspection Results/Follow-up
We will use data program tracking software, such as Careit, to record the findings of the review in
a format that will be easily transcribed to the Inspection Report" format to be used by the agency in
annual reporting to CalRecycle.
If compliant: If the Inspection Review determines that the entity is in compliance with all
requirements of Article 10 and other applicable requirements of the chapter, the team will record
the details of the inspection using the Careit app and provide those details to SGVCOG on a
monthly and annual basis.
Ijnoncompliant: If the Inspection Review determines that the entity is not in compliance with all
requirements of Article 10 and other applicable requirements of the chapter, the team will work
with the jurisdiction to proceed with the issuance of a Notice of Violation (if the SGVCOG/the
jurisdiction believes appropriate) -OR- the team may provide verbal notice to the entity in question
with recommended revisions to their program and provide educational material to promote
compliance.
Beginning January 1, 2024, if it is determined that the entity is not in compliance after the first
review, the team will notify the reporting jurisdiction and assist the jurisdiction with issuance of a
Notice of Violation. The methodology for issuing a Notice of Violation is provided below.
Complaint Review Methodology
Step 1: Schedule Complaint Review with Noncompliant Entity
Complaint Reviews will be conducted on an as -needed basis dependent on when complaints are
received. Staff will be readily available to receive complaints and will schedule an inspection to
check for compliance in response to a complaint within five (5) business days of receipt of
Complaint Form. We recommend that Complaint Forms be received by the jurisdiction and
forwarded to us in real time or at an interval that is appropriate for agency staff.
Alternatively, the City may choose to set up a joint email account for the receipt of complaints for
the service areas covered by this engagement. In this case, the team would monitor emails and
respond directly to Complaint Form senders within five (5) business days to confirm receipt and
course of action, and additionally schedule an inspection within five (5) business days of receipt
of Complaint Form.
Step 2: Conduct Complaint Review Inspection
The team will conduct an in -person Complaint Review inspection within 60 days of receiving a
written complaint. The team will utilize a data program tracking software to conduct the Complaint
Review and will also keep a paper record of the Inspection Report. We will use the Inspection
Report and software to conduct the in -person review and will reference the details of the Complaint
Form received, paying particular notice to specific actions of which the entity may be in violation.
Step 3: Record Complaint Review Inspection Results / Follow-up
Within 90 days of receipt of a complaint that would constitute a violation of SB 1383 requirements,
the consultant team will notify the complainant of the results of their complaint, if contact
information is available. The team will follow a similar methodology as the Inspection Review on
the prior page for assessing compliance with all SB 1383 requirements and follow-up (dependent
on compliance/noncompliance), as necessary.
Data Tracking
One potential approach to managing account information, compliance levels, and other relevant
data necessary as part of this Task is for the team to utilize a software program like Careit. With
this specific tool, the team would create an account for each Tier 1 and Tier 2 generator — and food
recovery service/organization — as information becomes available during the Inspection Reviews
and identification of generators. Each entity account on Careit would be easily accessible by both
consultant staff, jurisdiction staff (if so desired) and the entity (both commercial food generators
and food recovery services/organizations). The consultant team would record applicable data onto
the user account to indicate when the inspection was conducted, user information such as whether
they have a written food donation contract in place, compliance status, whether educational
information was provided, follow-up communication needed, complaints received and the results
of such Complaint Reviews, Notice of Violation(s) issued, and/or whether penalties have been
assessed. The Careit system specifically is compatible with other data management tracking
software that some jurisdictions in SGVCOG may already be using (such as Recyclist).
The consultant team would be available to provide entities with a deep level of technical assistance
on this platform, particularly during the initial years of this engagement, with the goal of creating
a built -out database for each individual entity to log their own data over time that can be easily
monitored by the jurisdiction or consultant. Consultant staff will also be available to provide direct
assistance to entities in setting up their account, tracking data, and to input an entities' compliance
information on behalf of the entity under this project.
Notice of Violation Methodology
According to Section 18995.4, a Notice of Violation(s) are required to be issued for noncompliance
beginning January 1, 2024. In this Task, in addition to conducting Inspection Reviews and
Complaint Reviews, we will utilize the Notice of Violation form to follow-up with noncompliant
Tier 1 and Tier 2 commercial edible food generators and food recovery services/organizations.
The approach to issuing Notice of Violations will include:
Step 1: The Inspection Team will inspect non -compliant entities identified in the 2023 Annual
Report beginning 2024.
IF COMPLIANT: Inspector will complete an Inspection Form and provide the participating city
with details of the inspection on the Monthly Report.
IF NON -COMPLIANT: Inspector will complete an Inspection Form and indicate on the form that
an NOV is recommended, the date of the inspection, and the reason for the recommended NOV.
Inspector will also complete an NOV Form and record the applicable section(s) of the regulation
for which the entity is not in compliance.
Step 2: The Inspection Team will provide a copy of the NOV Form and Inspection Form along
with the Monthly Inspection Report to the participating city.
Step 3: NOVs and financial penalties are to be issued by the participating city. It is the
responsibility of the participating city to issue the NOV to the noncompliant entity (recommended
via email and/or mail) and notify the Inspection Team of the date of NOV issuance. A NOV
requires compliance within 60 days of the issuance of the notice.
Per Section 18996.5 Enforcement Actions Against Organic Waste Generators Located in Multiple
Jurisdictions, Jurisdictions may file a joint referral, if they find this to be more effective than
separate enforcement by each jurisdiction, to request that the Department take enforcement action
against a commercial edible food generator(s) with locations in each of those jurisdictions.
Step 4: Participating cities are to notify the Inspection Team within a week of the NOV being
issued to the noncompliant entity. This should be done via email and the participating city should
include the name of the entity, address, date that the NOV was issued and any other relevant
information that would be helpful for the Inspection Team's follow-up inspection.
Step 5: Promptly following 60 days after the NOV is issued, a follow-up inspection will be
conducted to verify whether changes have occurred.
IF COMPLIANT: Inspection Team will update the Monthly Inspection Report with determination
of compliance status and date. No further action is needed.
IF NONCOMPLIANT: The Inspection Team will update the Monthly Inspection Report with the
non- compliance determination and an indication of needed enforcement action(s)/financial
penalty(ies). It is the responsibility of the participating city to follow-up with noncompliant entities
for the issuance of any necessary enforcement action(s)/financial penalty(ies).
Deliverables:
A copy of Inspection Reviews and Complaint Reviews — provided after each inspection
round - beginning in 2023 at the start of inspections, which may include, but is not limited
to:
- The total number of inspections conducted, categorized by type of entity.
- The total number complaints received, categorized by type of entity.
A copy of Inspection Reviews and Complaint Reviews provided on a monthly basis -
beginning February 1, 2024, which may include, but is not limited to:
- The total number of inspections conducted, categorized by type of entity.
- The total number complaints received, categorized by type of entity.
- The total number of Notice of Violations issued, categorized by type of entity.
- The total number of penalty orders issued, categorized by type of entity.
- The total number of enforcement actions that were resolved, categorized by type of
entity.
Records will be provided annually in a format that meets the needs of the Implementation
Record described in Section 18995.2.
BUDGET AND SCHEDULE
The budget to complete the Tasks is shown in Table 2. Utilizing information provided by the City, 15
Tier 1 EFGs and 32 Tier 2 EFGs were estimated. If a different number of EFGs are identified through
the course of the program, the budget will be adjusted accordingly. For budgeting purposes, the number
of inspections in 2023 will include one visit per Tier I EFG. Beginning in 2024, both Tier I and Tier II
EFGs will receive one inspection each, and an estimated 70% of Tier I and Tier R EFGs will receive a
second compliance inspection.
The SGVCOG's 5% project management fee is also included in the budget. The project
management services include:
• Coordinating meetings and communication with participating cities
• Overseeing consultant work
• Tracking program budget
• Monitoring, amending, and enforcing contracts
• Accounting and invoicing
Table 2.
Task j Description
1 1 Project Management
2 1 Inspection Program
SUB -TOTAL
SGVCOG Project Management Fee (5%)
TOTAL
Budget
2023 1 2024
$2,162 1 $2,162
$9,075 1 $39,900
$11,237 1 $42,062
$562 1 $2,103
$11,799 ' $44,165
$55,964
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