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Contract - Inside the Outdoors Foundation - 2012-07-03 AGREEMENT NUMBER 38552 PROFESSIONAL SERVICES AGREEMENT FOR COSTA MESA SANITARY DISTRICT THIS AGREEMENT ("AGREEMENT") is made and entered into this 3rd day of July 2012, by and between the COSTA MESA SANITARY DISTRICT, a California Sanitary District, hereinafter referred to as "DISTRICT" andiNSIDE THE OUTDOORS FOUNDATION hereinafter referred to as "CONSULTANT". WITNESSETH WHEREAS, CONSULTANT is 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-6`h grade students and teachers; NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of the Work For the remuneration stipulated, the COSTA MESA SANITARY DISTRICT hereby engages the services of CONSULTANT to support the Project Zero Waste lunch education programs for Costa 'Mesa K-6th grade students and teachers as indicated in their proposal, dated June 5, 2012 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. 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 1 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 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. Minimum Limits of Insurance CONSULTANT shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (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. 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, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT'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 CONSULTANT's insurance and shall not be called upon to contribute with it in any way. Automobile Liability CONSULTANT shall provide DISTRICT with proof of automobile insurance coverage. 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 CONSULTANT. 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 2 • 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 shalt not contain any special limitations on the scope of protection afforded to the District, its directors, officials, officers, employees, agents and volunteers. Deductibles and Self-Insurance Retentions Any deductibles or self-insured retentions must be declared to and approved by the District. CONSULTANT shall guarantee that, at the option of the District, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the District, its directors, officials, officers, employees, agents and volunteers; or (2) the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 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. CONSULTANT 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 3, 2012 to June 30, 2013 with two one-year extensions at the DISTRICT'S option. Option year 1, if exercised, shall be effective from July 1, 2013 to June 30, 2014. Option year 2, if exercised, shall be effective from July 1, 2014 to June 30, 2015. 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 addressed as follows: • TO DISTRICT: COSTA MESA SANITARY DISTRICT 628 W. 191h Street Costa Mesa, CA 92627 ATTN: Noelani Middenway, Executive Assistant/Deputy District Clerk TO CONSULTANT: INSIDE THE OUTDOORS FOUNDATIONS 200 Kalmus Drive Costa Mesa, CA 92628 ATTN: Pam Johnson, Board Member AND ATTN: Patricia McCaughey, Coordinator Such notice shall be deemed received five (5) days after mailing whether signed for or not. 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 agrees to indemnify, defend and hold harmless the DISTRICT, its officers, agents, employees and volunteers from any claims or liability arising out of the performance of this AGREEMENT, save and except that caused by DISTRICT's sole active negligence. 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 the prevailing party shall be entitled to reasonable attorney's fees. 4 WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. COSTA MESA SANITARY DISTRICT By: die Dated: /0- 3 ( , 2012 Scott C. Carroll, General Manager * CONSUL NT Dated: October 2 , 2012 By: P Print Name Patricia McCaughey Approved as to Form: Title Coordinator By: Colin Burns *Legal Name: Orange County Superintendent Associate District Counsel of Schools 5 , yip E y. Attachment"1" • G- Q Tp,00 FOUNDATION 200 Kalmus Drive Costa Mesa,CA 92628 June 5, 2012 • Phone(714)708-3885 Fax(714)649-0162 Scott Carroll i totou nda Lion©ya h oo.com www.insidetheoutdoors.org Costa Mesa Sanitation District BOARD OF DIRECTORS 628 W• 19th Street Costa Mesa,CA 92628 . Manny Kiesser - ITOF President Disneyland Resort Dear Mr. Carroll, Sondi Harris ITOF Vice President Richmond American Homes Inside the Outdoors Foundation supports Inside the Outdoors(ITO),an environmental Angela Thompson education program administered by the Orange County Department of Education(OCDE). ITOF SecreUPS tary ITO programs foster a love of science for over 142,000 Southern California students each year through hands-on outdoor education programs. We are pleased to submit this proposal Dale Geurts to you for$19 177.50 to support Project Zero Waste lunch education programs for ITOF Treasurer Y pP J p g Builiding Industry Association Costa Mesa K-6th' grade students and teachers. Susan Brown Retired Principal With funding from the Costa Mesa Sanitation District, Inside the Outdoors will: Tony Bube . Retired Educator Task I Provide an initial Project Zero Waste Traveling Scientist Service-Learning Steve Eaton visit for 1,255 students. Inside the Outdoors will: REI • Provide student education about reducing lunch waste Frank Frisch Chapman University • •Assist students and teachers with a baseline waste audit and Michael R.W.Houston Service-Learning project plan to reduce lunch waste on campus Rutan&Tucker • Administer a pre-program assessment and survey to measure student Pam Johnson knowledge and behaviors . Orange County Task 2: Provide a follow-up Project Zero Waste Traveling Scientist Service-Learning Department of Education visit for 1,255 students. Inside the Outdoors will: Lelani Kroeker • Provide additional student education about reducing lunch waste OC Register Dean McCormick • Assist students and teachers with a follow-up waste audit and project Rail Excursions review to analyze impact of Service-Learning project Jay Carr • Administer a pre-program assessment and survey to measure student CHASE Home Loans knowledge and behaviors Kevin Dodson Welts Fargo Task 3: Provide Project Zero Waste classroom kits which include: Megan Lavendar • Classroom educational materials • INK Studios Corporation • Home and school audits(for ongoing tracking of results) Brandon Roberts • Student prizes/take-away items to extend the learning into the home U.S.Bank Arnold Shugarman,Ph.D. Note: for all programs, Inside the Outdoors will provide staffing. Events will be co-branded Consultant P g p g with the following: "inside the Outdoors and Costa Mesa Sanitation District present..." ADVISORY BOARD Project Schedule Garry Brown Orange County Coastkeeper Upon receipt of funding, for each task Inside the Outdoors will: Deborah Kurilchyk • Recruit schools for participation (within four weeks) Southern California Edison • Provide initial Traveling Scientist visit and classroom kit (four weeks—six months) Peer A.Swan • Provide follow-up Traveling Scientist visit (six months—twelve months) Irvine Ranch Water District • Provide interim and final report to funder • y%PE r • 1.0 0° FOUNDATION Key Personnel This project will be administered by: • Kelly Ellis, Inside the Outdoors, Instructional Programs Assistant • • Bonnie McQuiston, Inside the Outdoors, Program Naturalist Thank you for your consideration of this request. Please call me at (714) 708-3885 if you have questions or require additional information. We look forward to continuing our partnership in service to the communities we serve. Sincerely, (f w�Qri • Pam Johnson, • Board Member • • Inside the Outdoors Proposal Costa Mesa Sanitation District 2012-2013 —e e r 1��%I uo D . 0, c 114 t } �'• Traveling Scientist Service-Learning initial Zero Waste Lunch visit for Zero Waste lunch education and Programs-Traveling project planning; Pre-program waste audit 1,255 $5.25 $6,588.75 Scientist 1st Visit and survey to measure student knowledge/behaviors Traveling Scientist Service-Learning follow- Zero Waste Lunch up visit for Zero Waste lunch education; Post- Programs-Traveling program waste audit and survey to measure 1,255 $5.25 $6,588.75 Scientist 2nd Visit• student knowledge/commitment to change behaviors Zero Waste school kits including educational Zero Waste School Kits materials such as waste-free lunch kits and 15 $400 $6,000.00 prizes for students Totals 2,510 $19,177.50 6/5/2012