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HomeMy WebLinkAboutI Love a Clean San Diego; 2026-03-16; PSA26-4039ENVPSA26-4039ENV City Attorney Approved Version 10/23/2025 Page 1 AGREEMENT FOR OUTREACH AND EDUCATION SERVICES I LOVE A CLEAN SAN DIEGO THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation (“City”) and I Love a Clean San Diego, a California non-profit corporation (“Contractor”). RECITALS City requires the professional services of a consultant that is experienced in outreach and education services. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (“Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective from the date first above written to August 1, 2026. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed nine thousand three hundred seventy-eight dollars ($9,378). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the City’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. Docusign Envelope ID: D03EB760-1B1A-49D9-A2EE-7E87B82EA1EF March 16th PSA26-4039ENV City Attorney Approved Version 10/23/2025 Page 2 It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement. 5. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 6. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 7. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to City. The full limits Docusign Envelope ID: D03EB760-1B1A-49D9-A2EE-7E87B82EA1EF PSA26-4039ENV City Attorney Approved Version 10/23/2025 Page 3 available to the named insured shall also be available and applicable to the as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 8. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Avecita Jones Name Ann Marie Sack Title Senior Program Manager Title Director of Operations Department Public Works Address 8145 Ronson Road, Ste B City of Carlsbad San Diego, CA 92111 Address 1635 Faraday Ave Phone No. 619-704-2774 Carlsbad, CA 92008 Email amsack@cleansd.org Phone No. (442) 339-2542 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 9. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 10. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. Docusign Envelope ID: D03EB760-1B1A-49D9-A2EE-7E87B82EA1EF PSA26-4039ENV City Attorney Approved Version 10/23/2025 Page 4 11. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 12. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 13. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 14. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 15. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 16. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 17. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 18. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 19. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Docusign Envelope ID: D03EB760-1B1A-49D9-A2EE-7E87B82EA1EF PSA26-4039ENV City Attorney Approved Version 10/23/2025 Page 5 20. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California I LOVE A CLEAN SAN DIEGO, a California non- profit corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Ann Marie Sack, Director of Operations (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy / Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: D03EB760-1B1A-49D9-A2EE-7E87B82EA1EF CITY OF CARLSBAD & I LOVE A CLEAN SAN DIEGO Scope of Services 1.WORK PERIOD: Saturday, April 18 – City of Carlsbad’s Earth Month Celebration Event Saturday, June 13 – City of Carlsbad FixIt Clinic 2.PROGRAMS: Clothing Swap Event I Love A Clean San Diego (ILACSD) will facilitate a clothing swap for the City of Carlsbad. ILACSD will report on total registrants, attendees, pounds of material circulated and diverted from landfill, and other notables. ILACSD will facilitate the exchange of gently used clothing and educate participants on the environmental benefits of the circular economy. Cost is inclusive of staff time, materials, and mileage. Cost: $3,328 per swap event x 1 = $3,328 Painting Pop-Ups ILACSD will repurpose three (3) existing pop-up structures provided by the City of Carlsbad into food waste prevention–themed murals. With City approval, ILACSD will prepare the murals in a “paint-by-number” format for public participation at the City of Carlsbad Earth Month Celebration. ILACSD will provide and deliver all prepared pop-ups and materials. City of Carlsbad staff will lead the paint-by-number activity for interested members of the public during the event. All materials, labor, and coordination required to complete the mural outlines will be provided by ILACSD. Cost: $1,100 per pop-up mural x 3 = $3,300 Everyday Sustainability Starter Kits ILACSD will host a table designed to educate attendees on simple, low-cost sustainable practices they can implement in their homes with giveaways. These kit options below would be aligned with the City’s theme of food waste. A total of 50 Banana Peel Tea Fertilizer Starter Kits will be distributed on June 13 at Carlsbad Fix It Clinic and 50 Citrus Cleaner Starter Kits will be distributed on April 18 at the Carlsbad Earth Month Celebration. Cost: $1,375 per kit type x 2 = $2,750 3.COST TOTAL COST OF SERVICES: $9,378 __________________________________ ______________________________________________ City of Carlsbad Representative I Love A Clean San Diego - Director of Operations PSA26-4039ENV Exhibit "A" Docusign Envelope ID: D03EB760-1B1A-49D9-A2EE-7E87B82EA1EF ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/9/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: lnszone Insurance Services, LLC wgNJo Extl: 877-308-9663 I FAX 2721 Citrus Road, Suite A {A/C Nol: 916-503-6271 Rancho Cordova CA 95742 !~o"J~ss: info@.inszoneins.com INSURER(S) AFFORDING COVERAGE NAIC# License#:0F82764 INSURER A: Nonprofits Insurance Alliance 10023 INSURED ILOVEAC-01 INSURER B: Great American Fidelity Insurance Company I Love A Clean San Diego County Inc INSURER c: Evanston Insurance Company 35378 8145 Ronson Road Suite B San Diego CA 92111 INSURERD: INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 835300642 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE man ,.ft,n POLICY NUMBER IMM/DDNYYYI IMM/DDNYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y 01-CP-0015330-01-18 3/17/2026 3/17/2027 EACH OCCURRENCE $1,000,000 ~ D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES {Ea occurrence) $500,000 ~ MED EXP (Any one person) $20,000 PERSONAL & ADV INJURY $1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 Fl □PRO-DLoc PRODUCTS -COMP/OP AGG $3,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY 01-CP-0015330-01-18 ~ 3/17/2026 3/17/2027 ~~~~~~~~llNGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY (Per person) $ ~ ~ OWNED SCHEDULED X BODILY INJURY (Per accident) $ ~ AUTOS ONLY ~ AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accidentl ~ $ A X UMBRELLA LIAB HOCCUR 01-UB-0015330-01-11 3/17/2026 3/17/2027 EACH OCCURRENCE $1,000,000 ~ EXCESSLIAB CLAIMS-MADE AGGREGATE $1,000,000 OED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETORIPARTNERIEXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes. describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below B Cyber Liability CYPE510611 7/15/2025 7/15/2026 Aggregate/Occurrence 1,000,000 C Pollution Libaility CPLMOL 125061 7/3/2024 7/3/2026 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder named as Additional Insured per attached CG 20 26. Certificate holder will be mailed Notice of Cancellation in the event of policy change or policy cancellation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 947 AUTHORIZED REPRESENTATIVE Murrieta CA 92564 d~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 01-CP-0015330-01-18 COMMERCIAL GENERAL LIABILITY CG 20 261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. City of Carlsbad Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 261219 © Insurance Services Office, Inc., 2018 Page 1 of 1