Loading...
Contract - Orange County Department of Education - 2015-07-01 OCDE AGREEMENT#: 42192 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement ("AGREEMENT") is made and effective as of July 1, 2015, between the Costa Mesa Sanitary District, a sanitary district ('DISTRICT'), and the Orange County Superintendent of Schools, a political subdivision of the state that operates as the Orange County Department of Education ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, CONSULTANT is a public agency and a local educational agency and is acting as an independent contractor and DISTRICT desires to utilize the services of CONSULTANT to support the Project Zero Waste lunch education programs for Costa Mesa K-6t" grade students and teachers; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF WORK For the remuneration stipulated, the DISTRICT hereby engages the services of CONSULTANT to support the Project Zero Waste lunch education programs for Costa Mesa K-60h grade students and teachers as indicated in their proposal, dated August 19, 2015 and attached hereto as Attachment "1" and incorporated herein by this reference. 2. SCHEDULING A. CONSULTANT shall be responsible for contacting the schools and obtaining all approvals necessary before seminars can begin and CONSULTANT will provide monthly updates (written or verbal) to DISTRICT on the status of seminars/programs. 3. COMPENSATION A. For the services delineated above, the DISTRICT, upon presentation of an invoice, shall pay the CONSULTANT progress payments, after services have been rendered, up to the amount of $19,177.50 for Project Zero Waste lunch education programs for Costa Mesa K-6th grade students and teachers. B. No other expenditures made by CONSULTANT shall be reimbursed by DISTRICT. 1 CONSULTANT shall submit an invoice to the District for time worked. Invoices shall be paid within 15 business days of receipt. 4. INSURANCE Time for Compliance CONSULTANT shall not commence Work under this Agreement until it has provided evidence satisfactory to the District that it has secured all insurance required under this section. In addition, CONSULTANT shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the DISTRICT that the subcontractor has secured all insurance required under this section. Minimum Requirements CONSULTANT shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the CONSULTANT, its agents, representatives, employees or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage. Minimum Scope of Insurance CONSULTANT shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. Insurance Endorsements The insurance policies shall contain the following provisions, or CONSULTANT shall provide endorsements on forms supplied or approved by the DISTRICT to add the following provisions to the insurance policies: General Liability The general liability policy shall be endorsed to state that: (1) the DISTRICT, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the CONSULTANT, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in anyway. Automobile Liability CONSULTANT shall provide DISTRICT with proof of automobile insurance coverage. Workers' Compensation and Employers Liability The insurer shall agree to waive all rights of subrogation against the DISTRICT, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. 2 All Coverage Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the DISTRICT; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the DISTRICT, its directors, officials, officers, employees, agents, and volunteers. Separation of Insured; No Special Limitations All insurance required by this Section shall contain standard separation of insured provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the DISTRICT, its directors, officials, officers, employees, agents and volunteers. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A-:VIII, licensed to do business in California, and satisfactory to the DISTRICT. Verification of Coverage CONSULTANT shall furnish DISTRICT with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the DISTRICT. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the DISTRICT if requested. All certificates and endorsements must be received and approved by the DISTRICT before work commences. The DISTRICT reserves the right to require complete, certified copies of all required insurance policies, at any time. 5. INDEPENDENT CONTRACTOR The parties agree that CONSULTANT is an independent contractor who is being paid to produce a result. CONSULTANTANT is in no way an employee of DISTRICT. CONSULTANT controls the means of accomplishing the work. CONSULTANT shall pay all Federal and State payroll taxes for employees of CONSULTANT and said employees shall in no way be deemed or construed to be employees of DISTRICT for any purpose. 6. TERM The term of this AGREEMENT shall be for a period of one year from July 1, 2015 to June 30, 2016 with two one-year extensions at the DISTRICT's discretion. Option year 1, if exercised shall be effective from July 1, 2016 to June 30, 2017. Option year 2, if exercised, shall be effective from July 1, 2017 to June 30, 2018. 7. ASSIGNMENT No assignment of this AGREEMENT may be made without the express written consent of DISTRICT. 3 8. TERMINATION Either party shall have the right to terminate this AGREEMENT at a date earlier than specified in paragraph 6 without cause, by giving 10 days written notice. 9. Notice The parties may give notice under this AGREEMENT by sending such notice certified mail address as follows: To DISTRICT: Costa Mesa Sanitary District 628 West 19th Street Costa Mesa, California 92627 Attn: District Clerk To CONSULTANT: Orange County Superintendent of Schools 200 Kalmus Drive Costa Mesa, California 92628 Attn: Patricia McCaughey 10. INTEGRATION This AGREEMENT constitutes the entire AGREEMENT and understanding between the parties hereto, and it shall not be considered modified, altered, changed, or amended in any respect unless in writing and signed by the parties hereto. 11. NO WAIVER The failure of the DISTRICT at the time to require performance by the CONSULTANT of any provisions hereof shall in no way affect the right of the DISTRICT thereafter to enforce same. Nor shall waiver by the DISTRICT of any breach of any provisions hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. 12. INDEMNITY CONSULTANT shall be responsible for all damages to persons or property that occur as a result of CONSULTANT's or its officers, agents, employees, and/or servants fault or negligence in connection with CONSULTANT's participation in the Activity. Further, CONSULTANT shall indemnify and save harmless the DISTRICT, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, description, brought for, or on account of, injuries to or death of any person or damage 4 to property resulting from the fault or negligence of CONSULTANT, its officers, agents, employees, and/or servants in connection with the Activity. DISTRICT shall indemnify and save harmless CONSULTANT, its officers, agents, employees, and/or servants from all claims, suits, or actions of every name, kind, description, brought for, or on account of, injuries to or death of any person or damage to property resulting from the fault or negligence of DISTRICT, its officers, agents, employees, and/or servants in connection with the Activity. 13. ATTORNEY'S FEES The parties agree that should any dispute arise concerning the interpretation of this AGREEMENT, or regarding the performance or non-performance of this AGREEMENT, that each side will bear their own attorney's fees. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT ORANGE COUNTY SUPERINTENDENT OF SCHOOLS i d a k i H gilhel General Manager Patricia McCaughey, Coordinator of Purchasing, Contracts and Transportation Dated: ///!}/, }/'-j Dated: October 19, 2015 ATTEST: - V , .istri t�.l- r__ APP �S TO FORM: 1 District Counsel 5 Inside the Outdoors Proposal Costa Mesa Sanitary District 2015-16 Program Description Student Cost Total Experiences Zero Waste Lunch Traveling Scientist Service-Learning initial visit tar Zero Waste education and project Programs - Traveling planning: Pre-program waste audit and survey 1.200 -36.25 $7.530.00 Scientist 1st Visit to measure student knowledge/behaviors Zero Waste Lunch Traveling Scientist Service-Learning folk)w- Programs - Traveling up visit or field trip program for Zero Waste lunch education: Post-program waste audit 1.200 —$6.25 $7.530.00 Scientist 2nd Visit or Field and survey to measure student Trip knowledge/commitment to change behaviors Zero Waste school kits including educational Zero Waste School Kits materials such as waste-free lunch kits and 15 $275 54.117.50 prizes for students Totals 2,510 $19,177.50 9/8/2014