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The Ecology Center; 2016-05-31; ENV1385
ENV1385 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR ENVIRONMENTAL EDUCATION AND OUTREACH SERVICES THE ECOLOGY CENTER This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2019, extending and amending the agreement dated May 31, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and The Ecology Center, a private, non-profit California corporation (“Contractor") (collectively, the “Parties”) for environmental education and outreach services. RECITALS A. On May 25, 2017, the Parties executed Amendment No.1 to the Agreement to extend and fund the agreement for a period of one (1) year; and B. On May 29, 2018, the Parties executed Amendment No.2 to the Agreement to extend and fund the agreement for a period of one (1) year; and C. The Parties desire to alter the Agreement’s scope of work to the environmental education and outreach tasks; and D. The Parties desire to extend the Agreement for a period of one (1) year; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twelve thousand five hundred dollars ($12,500). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed twelve thousand five hundred dollars ($12,500). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by May 29, 2020. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 28F8AB9A-4015-4C5B-A3B5-FD50AD897767 28th May ENV1385 City Attorney Approved Version 1/30/13 2 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR, THE ECOLOGY CENTER, a private, non-profit California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Joe Baird / President (print name/title) By: (sign here) Caitlin Wege / Secretary (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, President, or Vice-President Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 28F8AB9A-4015-4C5B-A3B5-FD50AD897767 Carlsbad Earth Day & Educational Programming // 2019-2020 TASK 1 April 2020 The Ecology Center is excited to build upon the success of the 2018 & 2019 Earth Day Celebrations by hosting the event in 2020. Having had partnered on various workshops, a compost bin subsidy program, and a great Earth Day event in 2017, 2018, and 2019, we are confident in our ability to continue impacting Carlsbad residents at the 2019 Earth Day event in April of 2020 from 10am to 2pm (or similar timing, based on City’s needs). Programming The 2020 Earth Day Celebration will be held at the location of the City’s choosing, and will feature educational and experiential learning and arts for Carlsbad residents. We have two options for programming, based on The Ecology Center’s bus availability; with bus and without bus. We feel confident about our ability to execute the same degree of high level programming either way, but having the bus requires a bit more staffing, materials, and effort. Either way, we would host a variety of hands-on activities (can work with city to select key activities). In addition, we will coordinate a compost workshop, as we have in the previous years. The Ecology Center will also coordinate event layout and entertainment options such as music. Partnership The Ecology Center will be responsible for event organization, activation, programming, and logistics. The Ecology Center will also share a set of branded assets for event promotion (newsletter, social media, and print-out templates with Carlsbad event info).The City of Carlsbad will support with marketing and promotion to local residents. Cost With bus - $5,000 Without bus - $3,500 ENV1385 - Exhibit "A" Amendment No. 3 DocuSign Envelope ID: 28F8AB9A-4015-4C5B-A3B5-FD50AD897767 TASK 2 Programming The Ecology Center will bring its mobile learning experience, Road Trip, to 3 elementary schools in Carlsbad. Each visit will consist of a 4-day residency, featuring 3 days of educational programming directly with the students (reaching over 400 students per school). Ecology Center will contact the elementary schools and set up a schedule for the visit. Road trip will provide opportunities for students to learn about sustainable living and simple changes students can make at home or school to reduce waste such as composting. Composting is the fifth tier of EPA's Food Recovery Hierarchy. Even when all actions have been taken to use your wasted food, certain inedible parts will still remain and can be turned into compost to feed and nourish the soil. Road Trip visits will be scheduled during the 2019-2020 school year. Cost $2,500/school - 3 schools at $7,500 ENV1385 - Exhibit "A" Amendment No. 3 DocuSign Envelope ID: 28F8AB9A-4015-4C5B-A3B5-FD50AD897767 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 05/10/2019 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 ECOCENTER INC 32701 ALIPAZ ST San Juan Capistrano CA 92675 Employers Preferred Insurance Company 10346 1162833 A N Y EIG229413103 11/06/2018 11/06/2019 1,000,000 1,000,000 1,000,000 This certificate has a blanket Waiver of Subrogation. CITY OF CARLSBAD 1635 Faraday Avenue Carlsbad CA 92008 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective Policy No. Endorsement No.Issued to Premium By: Carrier Code (Ed. 4-84) Authorized Representative Countersigned at on at 12:01 AM standard time, forms a part of Of the WC 04 03 06 © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Schedule Person or Organization Job Description WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _____% of the California workers' compensation premium otherwise due on such remuneration. With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 This policy is subject to a minimum charge of $250 for the issuance of waivers of subrogation 11/06/2018 EIG 2294131 03 ECOCENTER $10,671 00920 EMPLOYERS PREFERRED INS. CO. ENV1385 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR ENVIRONMENTAL EDUCATION AND OUTREACH SERVICES THE ECOLOGY CENTER This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2018, extending and amending the agreement dated May 31, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and The Ecology Center, a private, non-profit California corporation (“Contractor") (collectively, the “Parties”) for environmental education and outreach services. RECITALS A. On May 25, 2017 the Parties executed Amendment No.1 to the Agreement to extend and fund the agreement for a period of one (1) year; and B The Parties desire to alter the Agreement’s scope of work to make adjustments to the environmental education and outreach tasks; and C. The Parties desire to extend the Agreement for a period of one (1) year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twenty four thousand two hundred fifty dollars ($12,500). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed twenty four thousand two hundred fifty dollars ($12,500). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by May 31, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 0126BA4F-6DD1-427C-983A-A88A2A8375A5 May 29th ENV1385 City Attorney Approved Version 1/30/13 2 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR, THE ECOLOGY CENTER, a private, non-profit California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Elaine Lukey / Public Works Director as authorized by the City Manager Rick Bolton / President (print name/title) By: (sign here) Laura Donovan / Secretary (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, President, or Vice-President Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 0126BA4F-6DD1-427C-983A-A88A2A8375A5 Carlsbad Earth Day & Educational Programming // 2018-2019 TASK 1 April 20th, 2019 The Ecology Center is excited to build upon the success of the 2018 Earth Day Celebration by hosting the event in 2019. Having had partnered on various workshops, a compost bin subsidy program, and a great Earth Day event in 2017 and 2018, we are confident in our ability to continue impacting Carlsbad residents at the 2019 Earth Day event on April 20th, 2019 from 10am to 2pm (or similar timing, based on City’s needs). Programming The 2019 Earth Day Celebration will be held at the location of the City’s choosing, and will feature educational and experiential learning and arts for Carlsbad residents. The Ecology Center will bring it’s mobile learning experience, Road Trip, to the event and host a variety of hands-on activities (can work with city to select key activities). The Ecology Center will also coordinate event layout and entertainment options such as music. Partnership The Ecology Center will be responsible for event organization, activation, programming, and logistics. The Ecology Center will also share a set of branded assets for event promotion (newsletter, social media, and print-out templates with Carlsbad event info). The City of Carlsbad will support with marketing and promotion to local residents. Cost $5,000 Exhibit "A" ENV1385 DocuSign Envelope ID: 0126BA4F-6DD1-427C-983A-A88A2A8375A5 TASK 2 Programming The Ecology Center will bring its mobile learning experience, Road Trip, to 3 elementary schools in Carlsbad. Each visit will consist of a 4-day residency, featuring 3 days of educational programming directly with the students (reaching over 400 students per school) and a 1 day festival wrap up for the students and families. Ecology Center will contact the elementary schools and set up a schedule for the visit. Road trip will provide opportunities for students to learn about sustainable living and simple changes students can make at home or school to reduce waste such as composting. Composting is the fifth tier of EPA's Food Recovery Hierarchy. Even when all actions have been taken to use your wasted food, certain inedible parts will still remain and can be turned into compost to feed and nourish the soil. Road Trip visits will be scheduled during the 2018-19 school year. Cost $2,500/school - 3 schools at $7,500 Exhibit "A" ENV1385 DocuSign Envelope ID: 0126BA4F-6DD1-427C-983A-A88A2A8375A5 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ENVIRONMENTAL EDUCATION AND OUTREACH SERVICES THE ECOLOGY CENTER ENV1385 ·s Amendment No. 1 is entered into and effective as of the c!J:s-Jb day of ~-:-:-~f-:+....&.kl~~-~~---:-~· 2017, extending and amending the agreement dated May 31, 2016 (the "A emenf') by and between the City of Carlsbad, a municipal corporation, ("City"), and The Eco ogy Center, a private, non-profit California corporation ("Contractor'') (collectively, the "Parties") to provide environmental education and outreach services. RECITALS A. The Parties desire to extend the Agreement for a period of one ( 1) year; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as-may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty thousand dollars ($30,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by May 31,2018. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill City Attorney Approved Version 1/30/13 ENV1385 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR THE ECOLOGY CENTER, a private, non-profit, California corporation By~ (sign here) ~ ~4~ /ff'{_,ck"-+- · t n~e/title) CITY OF CARLSBAD, a municipal corporation of the State of California Elaine Lukey ff5UbiiC Works Director as authorized by the City Manager (s1gn ere) ~~~--~~O~o-~~o~~-~--h~~~ · ~~~ (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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer otherwise, the corporation !!!.!:!!! 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: CELIA A. BREWER, City Attorney BY:~ DeputyCityAtt0111 City Attorney Approved Version 1/30/13 2 TASK 1: Backyard Composting Workshops EXHIBIT "A" SCOPE OF SERVICES ENV1385 The Ecology Center will facilitate a series of two-hour "backyard composting" workshops, up to six times per calendar year at city's request. Workshops will be held within the City of Carlsbad. Participants will learn about the basics of sorting waste in their own home and break into smaller groups for a hands-on practicum on building a compost pile, a vermicomposting bin, or yard waste bin to use at their own homes. Topics covered: Reducing Waste at Home Basics of Composting Vermicomposting Basics Yard Waste Composting Basics Build a Compost Bin How to Apply Compost in the Garden Includes: up to 30 participants, three vermicompost bins to distribute among participants, and take-home handouts provided by The Ecology Center. COST: per workshop: $1200 +facility fee (up to $500) TASK2: Outreach and Education The Ecology Center will seek local distribution outlets for print and/or digital advertising of upcoming workshops, bin sale promotion and any other relevant composting program information. In addition, contractor will advertise through its own marketing channels such as newsletter and website, which receives over 100,000 visitors annually. All advertising materials will be submitted to the city for approval at least three weeks prior to the planned release date. The Ecology Center will act as an educational resource to Carlsbad residents. Contractor will respond to resident's questions/inquiries by phone or e-mail within one (1) business day. COST: $2500 per agreement term TASK3: Program Reporting The Ecology Center will distribute and tally pre-/post-participation surveys from workshop participants that show concept retention, program rating, and marketing feedback. Contractor will submit these surveys with workshop's invoice. Contractor will also submit a summary report for each workshop to include attendance, overall rating of workshop and comments from participants. COST: $500 per workshop TASK4 City Attorney Approved Version 1/30/13 3 ENV1385 Compost Bin Sale Management The Ecology Center will partner with a local business to facilitate the bin sale program in Carlsbad. Carlsbad residents will be able to purchase yard waste compost bins such as GeoBin at a subsidized rate of $12, or vermicompost bins at a subsidized rate of $10. The City of Carlsbad will pay the remaining price of the bin with a maximum subsidy of $40 per bin and a maximum total of 200 bins sold per agreement term. Each bin will include a "how to" resource for composting and bin assembly instructions. On a monthly basis, The Ecology Center will provide a report of number of compost bins sold, amount of subsidy to be paid by the city, name and address of resident, bin type, date of sale and verification of residency. Compost Bin Sale Management: COST: $1200 per agreement term to manage bin sales Bin Subsidy: COST: Not to exceed $8000 per agreement term for bin subsidy up to 200 bins TASKS Year End Summary Report The Ecology Center will provide a comprehensive year-end summary report, summarizing the services provided, details and highlights of com posting program, total bin sales for year, outreach activities and total attendance at workshops per year. This report is due by January 30, 2018 and will cover the period of January 1 through December 31, 2017. COST: $1000 for annual report per agreement term TASKS Other As-Needed Environmental Outreach and Education Programs Additional Environmental Outreach and Education Programs may be requested on as needed basis and is dependent on contractor's availability and city direction. City Attorney Approved Version 1/30/13 4 ENV1385 AGREEMENT FOR ENVIRONMENTAL EDUCATION AND OUTREACH SERVICES THE ECOLOGY CENTER AGREEMENT is made and entered into as of the ~l ~.\-day of ___ _._p;._;-----' 20 I {o, by and between the CITY OF CARLSBAD, a municipal "), and THE ECOLOGY CENTER, a private, non-profit, California corporation RECITALS A. City requires the professional services of an environmental education and outreach professional that has expertise and experience in environmental related education and outreach programs. B. Contractor has the necessary experience in providing professional services and advice related to environmental related education and outreach programs. C. Contractor 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 herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render; those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one ( 1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed thirty thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 411/15 ENV1385 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax with holdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have 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 (LASU) with a rating City Attorney Approved Version 4/1/15 ENV1385 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 4/1/15 ENV1385 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. 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 Name Avecita Roach Title Management Analyst Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad CA 92008 Phone No. 760-602-7542 For Contractor Name Evan Marks Title Executive Director Address 32701 Alipaz Street San Juan Capistrano CA 92675 Phone No. 949-443-4223 Email evan@theecologycenter.org 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. 16. 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. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 4/1115 A ENV1385 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide City Attorney Approved Version 4/1/15 5 ENV1385 employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. 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. 26. 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. City Attorney Approved Version 4/1/15 6 CONTRACTOR THE ECOLOGY CENTER, a private, non-:;t, cz;:::n (sign here) ENV1385 CITY OF CARLSBAD, a municipal corporation of the State of California By: Patrick A. Thorn~ blic Works Director as authorized by the City Manager ~~~~~~~~~D~~~~~k4 (sign here) tf ff'k. & lf!£ ~ lCea l tJI""cr ~ (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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: City Attorney Approved Version 4/1/15 7 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On April ll., l.t~l' before me, Tim Winger, Notary Public (insert name and title of the officer) personally appeared E ft11"' l'nC~<tl:s , who proved to me on the basis of satisfactory evidence to be the personL.s-) whose name(.s)@/are subscribed to the within instrument and acknowledged to me that~/she/they executed the same in @her/their authorized capacity(i~), and that by ~/her/their signature(s') on the instrument the person(~, or the entity upon behalf of which the person(~ acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~~ (Seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange before me, Tim Winger, Notary Public (insert name and title of the officer) personally appeared --=f:..:...r-_,iC"--..:....~--'~--'a·"~e"--------------...,...-----........-::::-- who proved to me on the basis of satisfactory evidence to be the JJ(3rsonk€) whose name(s)@/are subscribed to the within instrument and acknowledged to me that(b¢she/they executed the same in @her/their authorized capacity(i¢}, and that by~her/their signature(..s-1 on the instrument the person(1?', or the entity upon behalf of which the person($'} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature tj.....,;. ~ (/ (Seal) ENV1385 EXHIBIT "A" SCOPE OF SERVICES TASK 1: Backyard Com posting Workshops The Ecology Center will facilitate a series of 2-hour "backyard composting" workshops, up to six times per calendar year at city's request. Workshops will be held within the City of Carlsbad. Participants will learn about the basics of sorting waste in their own home and break into smaller groups for a hands-on practicum on building a compost pile, a vermicomposting bin, or yard waste bin to use at their own homes. Topics covered: Reducing Waste at Home Basics of Com posting Vermicomposting Basics Yard Waste Composting Basics Build a Compost Bin How to Apply Compost in the Garden Includes: up to 30 participants, 3 vermicompost bins to distribute among participants, and take- home handouts provided by The Ecology Center COST: per workshop: $1200 +facility fee (up to $500) TASK 2: Outreach and Education The Ecology Center will seek local distribution outlets for print and/or digital advertising of upcoming workshops, bin sales promotion and any other relevant compost information. In addition, contractor will advertise through its own marketing channels such as newsletter and website, which receives over 100,000 visitors annually. All advertising materials will be submitted to the city for approval at least three weeks prior to the planned release date. The Ecology Center will act as an educational resource to Carlsbad residents. Contractor will respond to resident's questions/inquiries by phone or e-mail within one (1) business day. COST: $2500 per agreement term TASK 3: Program Reporting The Ecology Center will distribute and tally pre-/post-participation surveys from workshop participants that show concept retention, program rating, and marketing feedback. Contractor will submit these surveys with workshop's invoice. Contractor will also submit a summary report City Attorney Approved Version 4/1/15 8 ENV1385 for each workshop to include attendance, overall rating of workshop and comments from participants. COST: $500 per workshop TASK4 Compost Bin Sale Management The Ecology Center (TEC) will partner with a local business to facilitate the bin sale program in Carlsbad. Carlsbad residents will be able to purchase yard waste compost bins such as GeoBin at a subsidized rate of $12, or vermicompost bins at a subsidized rate of $10. The City of Carlsbad will pay the remaining price of the bin with a maximum subsidy of $40 per bin and a maximum total of 200 bins sold per agreement term. Each bin will include a "how to" resource for composting and bin assembly instructions. On a monthly basis, The Ecology Center will provide a report of compost bins sold, amount of subsidy to be paid by the city, name and address of resident, bin type, date of sale and verification of residency. Compost Bin Sale Management: COST: $1200 per agreement term to manage bin sales Bin Subsidy: COST: Not to exceed $8000 per agreement term for bin subsidy up to 200 bins TASKS Year End Summary Report The Ecology Center will provide a comprehensive year-end summary report, summarizing the services provided, details and highlights of com posting program, total bin sales for year, outreach activities and total attendance at workshops per year. This report is due by January 30, 2017 for the initial contract term and will cover the period from the date of contract execution through December 31, 2016. All subsequent year-end reports will be due January 30 of each year and will cover the previous calendar year period (January through December). COST: $1000 for annual report per agreement term TASKG Other As-Needed Environmental Outreach and Education Programs Additional Environmental Outreach and Education Programs may be requested on as needed basis and is dependent on contractor's availability and city direction. City Attorney Approved Version 4/1/15 9