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Contract - Discover Science Center - 2025-02-01AGREEMENT FOR CONSULTANT SERVICES This Agreement is made and effective as of February 1, 2025, between the Costa Mesa Sanitary District, a sanitary district ("District") and Discovery Science Center Orange County, a non-profit organization ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, Consultant is a 501 (c) (3) non-profit organization and District desires to contract with Consultant for the delivery of organics recycling education assemblies to elementary school students; and WHEREAS, District received SB 1383 Local Assistance Grant OWR4 funds and desires to utilize grant funds for organics recycling education; and WHEREAS, Consultant provides a unique educational service in Orange County and the Board of Directors has decided to sole source this agreement to Consultant. NOW, THEREFORE, the parties hereto do hereby agree as follows: 1. TERM This Agreement shall commence on February 1, 2025, and shall remain and continue in effect unless sooner terminated pursuant to the provisions of this Agreement. This Agreement shall be for the period from February 1, 2025, to March 31, 2026, with the SB 1383 Local Assistance Grant OWR4 performance period ending April 1, 2026. 2. SERVICES Consultant shall provide services to coordinate and perform organics recycling education assemblies to elementary school students. Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of its ability, experience, and talent perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT The District agrees to pay Consultant a sum not to exceed $29,600 for term of the Agreement to delivery of organics recycling education assemblies as set forth in Exhibit A. The payment shall identify the tasks performed and deliverables and shall correspond to the scope of work. 5. SUSPENSION OR TERMINATION OF AGREEMENT (a) Either party may terminate the Agreement without cause by giving 30-day notice. In the event of such termination, Consultant shall be entitled to be paid for work performed up until the time of termination provided the work product is produced for District's use. (b) In the event of default, no compensation shall be paid and the Agreement may be terminated in 5 days provided an opportunity to cure is provided in that time period. 6. OWNERSHIP OF DOCUMENTS (a) Consultant shall maintain complete and accurate records with respect to the project and such other information required by District that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of District or its designees at reasonable times to such books and records; shall give District the right to examine and audit said books and records; shall permit District to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination or suspension of this Agreement all other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the District and may be used, reused or otherwise disposed of by the District without the permission of the Consultant. 7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless District and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error 2 or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, loses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 8. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit "B" attached to and part of this Agreement. Such insurance shall include commercial general liability, and current automotive and worker's compensation. A certificate of insurance shall be submitted. 9. INDEPENDENT CONSULTANT (a) Consultant is and shall at all times remain as to the District a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither District nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, District shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for District. District shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. In addition to the indemnity provisions in Paragraph 7, Consultant shall indemnify District for any claims that any officer, agent or employee of Consultant is eligible for pension or other fringe benefits provided to District's employees. 10. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations, which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The District, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 11. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer or employee of the Costa Mesa Sanitary District will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the District to any and all remedies at law or in equity. 12. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of District, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to any project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub -agreement, or the proceed thereof, for work to be performed in connection with the project performed under this Agreement. 13. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without District's prior written authorization. Consultant, its officers, employees, agents or subconsultants, shall not without written authorization from the District Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the District. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives District notice of such court order or subpoena. (b) Consultant shall promptly notify District should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party rd regarding this Agreement and the work performed thereunder or with respect to any project or property located within the District. District retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with District and to provide the opportunity to review any response to discovery requests provided by Consultant. However, District's right to review any such response does not imply or mean the right by District to control, direct, or rewrite said response. 14. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To District: Costa Mesa Sanitary District 290 Paularino Avenue Costa Mesa, California 92626 Attn: Scott Carroll, General Manager To Consultant: Discovery Science Center Orange County 2500 N. Main Street Santa Ana, CA 92705 Attn: Tina Rolewicz, Vice President, Education 15. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the District. 16. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 17. GOVERNING LAW The District and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning 0 this Agreement shall take place in the municipal, superior or federal district court with jurisdiction over the Costa Mesa Sanitary District. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 20. INTERPRETATION In the event of conflict or inconsistency between this Agreement and any other document, including any proposal or Exhibit hereto, this Agreement shall control unless a contrary intent is clearly stated. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT General Manager ATTEST: I AV Pistriqf C;IeT1L,--f F.111 District Counsel DISCOVERY SCIENCE CENTER ORANGE COUNTY 7 ig ure �S c�. Acta 0A -6 Typed Name C/ ck Title Exhibit A gffwi��� �11�������*� ME October 11, 2024 ll U 0 DiscoveryCube Costa Mesa Sanitary District Educational Outreach About Discovery Cube The mission of Discovery Cube is to inspire and educate young minds through engaging and impactful science - based programs and exhibits. With more than 120 hands-on exhibits at Discovery Cube locations and 300 remote -based activities hosted online at Discovery Cube Connect, Discovery Cube offers families, teachers, and students fun and innovative ways to learn about Science, Technology, Engineering, Art, and Math (STEM/STEAM). At Discovery Cube, we imagine a world of positive change through science education. As a national award -winning science center and a champion of STEM education, we strive to enrich young minds in a safe and constructive environment. Our commitment begins with setting educational goals that focus on important scientific principles that are a part of our everyday lives. These principles influence the lives of children and their families both on -site at Discovery Cube Orange County and in Los Angeles and off -site in six Counties across Southern California. Background Discovery Cube has introduced an Organic Waste Lab as a new addition to the Eco-Challenge Exhibits at Discovery Cube OC. With the implementation of SB 1383, this outdoor exhibit is an essential educational tool for students and residents to learn about preserving environmental resources through organic recycling and composting. In addition to the Exhibits, we have updated Greener Pathway's educational curriculum at no cost to Costa Mesa Sanitary District to include organic waste diversion, recycling, and reduction as outlined under the curriculum overview. We are excited and eager to collaborate closely with the Costa Mesa Sanitary District community, leveraging our shared resources and expertise to deliver tangible results. Curriculum Overview Discovery Cube's innovative environmental science program, 'Greener Pathways: Exploring our Environment,' is a transformative journey for students. It aims to ignite a passion for environmental stewardship from first through sixth grade. Each year, the program will guide students on an inspiring path, shaping them into Earth Guardians — individuals dedicated to protecting our environment, reducing waste, and promoting sustainable living. As they progress through the program, they will delve deeper into the captivating world of environmental science, equipping them with the skills and knowledge to become champions for our planet. Page 2 of 5 U O DiscoveryCube gar 04lhr DWVO ysoma RVndKVn Throughout this program, students will: • Discover the wonders of our planet's diverse ecosystems and learn why it's crucial to protect them. • Explore the magic of recycling, composting, and waste reduction, and understand how these actions positively impact our environment. • Students will not only gain insights into the laws and regulations, such as California's SB 1383, that guide our collective efforts in reducing waste and conserving resources, but they will also actively participate in hands-on activities, projects, and advocacy initiatives. This interactive approach empowers them to make a meaningful difference in their surroundings, fostering a sense of responsibility and engagement. It's not just about learning; it's about taking action. In -Class Assembly Grades 1 through 6 DCOC proposes to reach 1,850 students in public and private Costa Mesa Sanitary District -based schools from the 1st through 6th-grade levels. The Grade -Specific Greener Pathways Environmental Education Program is as follows: • Interactive in -class instruction using a curriculum developed for the Greener Pathways Environmental education program by conducting interactive educational activities on waste reduction, smart consumer choices, and composting. • Students will understand the role of legislation like SB 1383 and learn how to take actionable steps to contribute to these efforts. • Grade -specific student booklet summarizing key concepts to accompany the in -school assembly • Online family survey to help gauge home recycling habits • Incentive of a free child's admission coupon to those who participate in the survey. Grades 1-4 Assembly • Introduction to Environmental Awareness • Diver Deeper into recycling, exploring waste reduction and composting, and environmental stewardship. • Objective: Understanding SB 1383 and its impact on waste reduction in California and discussing the importance of local efforts in waste diversion from landfills. Grades 5 & 6 Assembly • Champions of Change: Empowering Environmental Leaders Objective: To engage fifth and sixth -grade students in interactive learning experiences that will deepen their understanding of SB 1383 and the importance of preserving environmental resources through organic recycling and composting empowers them to take action in their communities. DCOC provides all aspects of Organic Education Program delivery, including: • Booking of in -school organic assembly • Providing teachers with information for the in -school assembly Page 3 of 5 U O DiscoveryUbe • Procuring, storing, and managing delivery of classroom supplies and equipment and educational booklets needed to complete the Workshop • Collecting, analyzing, and reporting on surveys Virtual Visit Programs: DCOC will continue to offer a virtual visit option to eligible schools. This option would function very similarly to the traditional in -school program, except instruction taking place online via Microsoft Teams webinar. The booking process would be identical to an in -person assembly, with DCOC reaching out to only approved schools and grade levels to promote and book the program. A webinar will be used instead of an in -class presentation on the event day. This presentation will be done live, over the internet, allowing students and our educators to communicate and interact. Instead of using keypads for polling during onsite presentations, DCOC will send an online survey to the participants to collect learning data and a digital version of the booklet. Term DCOC proposes to provide the education program from November 1, 2024, to June 30, 2026, with an option to extend the school fiscal year to 2026/27. Exhibit A Cost and Fee Schedule • Exhibit A outlines the Costa Mesa Sanitary District's Compensation Schedule, which details the cost and fee structure. Exhibit A specifies that an initial start-up payment is made at the beginning of the school year to cover the program's Program equipment, such as laptops, projectors, and supplies for in -classroom assembly programs, such as PowerPoint, compost, and recycling materials for recycling educational activities. • DCOC requests an initial payment of $1,850 at the beginning of the school year. This payment will fund invoices detailing students taught monthly, which will be sent to the Costa Mesa District each quarter. Summary The innovative approach of the Greener Pathway's Education program perfectly fits the Costa Mesa Sanitary District and its current outreach programs. Please forward any questions regarding this proposal to Isabel Rios, Director of Partner Relations, at Irios@discoverycube.org. Page 4 of 5 U O DiscoveryCube 'ar, o{ihe-Qlxaar ScknM �wMNua I:. COSTA MESA SANITARY DISTRICT COMPENSATION SCHEDULE ..;y...�'<:.53 '�."s'r `"a"�✓c' ��'""1```'�F�£r 2.-'3.' '^"".?/ _ ,:._...-a?'"' c^','"f sS .,`1 � Y 'l .%" '"_�"^w"`5-' 4 3' ?. S ✓`w � s�'.���'€{" .-!`^�a� Wit" �`s C ?-. h f ' � f � `r S`, YY�� v;`Xd.M .-/ x. ".rv' > .,.>'_ �' ?".. Title Description Rate Per Student Total Student Target Projected Cost Grades 1-6 Grade -specific Greener Pathways $ 10.00 1,850 $ 17,500 Assembly environmental education assemblies Programs Grades 1-6 Grade -specific Greener Pathways $ 5.00 1,850 $ 8,750 Booklets environmental education booklets with a ree child admission Coupon Annual Fee Program equipment, such as laptops, $1.00 1,850 $ 1,850 projectors, and supplies for in - classroom assembly programs, such as PowerPoint, compost, and recycling materials for recycling educational activities. Subtotal $ 29,600 Page 5 of 5 Exhibit B - Insurance Requirements (1). Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services 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 and Employer's Liability Insurance. (2). Minimum Limits of Insurance. Applicants shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. (3) Insurance Endorsements. The insurance policies shall contain the following provisions, or Applicant shall provide endorsements on forms supplied or approved by the District to add the following provisions to the insurance policies: (A) 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 Applicant, 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, or if excess, shall stand in an unbroken chain of coverage excess of the Applicant's scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Applicant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Applicant or for which the Applicant is responsible; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Applicant's scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Applicant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. 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 Applicant (D) All Coverages. Each insurance policy required 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. (4) Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A- or better, licensed to do business in California, and satisfactory to the District.