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HomeMy WebLinkAbout25E - AGMT - PUBLIC EDUCATION SERVICESREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 4, 2013 TITLE: AGREEMENT WITH DISCOVERY SCIENCE CENTER FOR PUBLIC EDUCATION SERVICES (GRANT FUNDING) ti ITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with the Discovery Science Center, subject to non-substantive changes approved by the City Manager and City Attorney, for public education services in the amount of $120,000 annually for a two-year period, to be paid for with CalRecycle grant funding. DISCUSSION The Department of Resources Recycling and Recovery (CalRecycle) has made City/County Payment funding available to cities and counties for programs that focus on beverage container recycling and litter cleanup activities. The purpose of the grant is to reach and maintain an 80 percent recycling rate for all California Refund Value (CRV) beverage containers (aluminum, glass, plastic, and bi-metal). Programs implemented by cities and counties are required to assist in reaching and maintaining this goal. The City of Santa Ana receives an annual per capita allocation of available City/County funds. The funds are used for a variety of citywide programs, which have included program implementation, such as coffee house and fitness center recycling, and the anti-litter art contest; and public education through the quarterly Santa Ana Green newsletter distributed to all single- and multi- family households. The Discovery Science Center (DSC) has produced an award-winning Eco Challenge exhibit that provides a new approach waste disposal and recycling public education. The exhibit engages visitors of all ages in a fun, interactive experience that teaches new behaviors through educational content accompanied by stage shows and hands-on demonstrations. In recent years, DSC has offered free admission to Santa Ana residents one Tuesday per month. In 2012, a portion of the CalRecycle grant funds was utilized to provide free admission on Sundays in October and November to Santa Ana children to visit the DSC and to promote recycling through the Eco Challenge exhibit. Each child brought a CRV beverage container to receive the promotion. 25E-1 Agreement with Discovery Science Center February 4, 2013 Page 2 DSC has proposed an enhanced public education program specifically tailored to Santa Ana residents entitled Santa Ana Waste Free Days. One day each month, DSC would welcome Santa Ana residents free of charge and offer a range of programs, activities, and guest incentives focused on the promotion of positive recycling and waste disposal habits. DSC proposes to reach over 9,000 Santa Ana residents through this program each year. The total cost for an entire year of development, programming, and reporting is $120,000. CalRecycle has provided approval to implement the Santa Ana Waste Free Days program. This program will be paid for with available CalRecycle grant funds. FISCAL IMPACT Grant funds have been received and are available in the Public Works Refuse Collection Service Fund (Account 06917640-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II ?J/ Executive Director Public Works Agency Francisco Gutierrez Executive Director Finance & Management Services Agency RG/CK Exhibit: 1. Agreement 25E-2 PROGRAM FUNDING AGREEMENT THIS AGREEMENT, made and entered into this 4th day of February, 2013 by and between Discovery Science Center, a California 501(c)(3) non-profit organization, (hereinafter "DSC"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. City is the recipient of CalRecycle grant funds from the California Department of Resources Recycling and Recovery, to provide recycling education and programming to residents of Santa Ana (hereinafter "Grant Funds"). B. The City would like to utilize Grant Funds to provide funding to the Discovery Science Center for its Santa Ana Waste Free Days recycling education program for children. C. Discovery Science Center is an approved recipient of Grant Funds for its Eco Challenge exhibit, and the Santa Ana Waste Free Days Program (hereinafter "Program") will provide recycling education through exciting hands-on programming. D. City desires to engage DSC to provide the Program. E. DSC represents that it is qualified and willing to provide said educational programming. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. DSUS OBLIGATIONS DSC shall provide its `Santa Ana Waste Free Days' recycling education program, as set forth in Exhibit A, attached hereto and incorporated by this reference. a. DSC agrees to use all grant funds received from City pursuant to this Agreement exclusively to provide the "Santa Ana Waste Free Days" program ("Program"), as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. b. All funds received by DSC from City pursuant to this Agreement shall be separately accounted for apart from any other funds of DSC, or of any principal or member of DSC. c. DSC shall keep records of all funds received from City under the terms and conditions of this Agreement. DSC agrees to keep monthly records of the number of Santa Ana residents participating in the Program. DSC shall submit quarterly reports within fifteen (15) days after the quarter is completed. Said quarterly report shall include monthly accounting of- i. Number of Santa Ana residents targeted for services, ii. Actual number of Santa Ana residents attending the Santa Ana Waste Free Days program, iii. Number of guest surveys completed, iv. Number of incentive coupons redeemed 25E-3 V. Number of Eco Challenge attendees on Santa Ana Waste Free Days vi. Documentation of program components, including samples of printed materials. d. City and/or its representatives shall have access for purposes of monitoring, auditing, and examining DSC's activities and performance, to books, documents and papers, and the right to examine records of DSC's subcontractors, bookkeepers and accountants, employees and participants in regard to said Program. City and/or its representatives shall also schedule on-site monitoring at its discretion. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. e. All accounting records and evidence pertaining to all costs of DSC and all documents related to this Agreement shall be kept available at DSC's office or place of business for the duration of the Agreement. Records which relate to costs and expenses of this Agreement to which City or any other governmental agency takes exception, shall be retained beyond the four (4) years until resolution or disposition of such appeals, litigation, claims, or exceptions. f. Without prejudice to any other provisions of this Agreement, DSC shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, DSC shall submit to City or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by DSC, costs incurred and services rendered hereunder. 2. CITY'S OBLIGATIONS Upon execution of this Agreement by DSC, City shall pay to DSC from CalRecycle grant funds, for the Santa Ana Waste Free Days Program, at the rate of $10,000 per month for DSC's provision of one educational Program day per month, to a maximum aggregate payment of One Hundred Twenty Thousand Dollars ($120,000), annually, in quarterly installments. Payments shall be made to DSC quarterly in advance. However, City shall withhold quarterly payment if DSC fails to provide the quarterly reporting as required by Section 1.C., above, in conformance with this Agreement. 3. TERM This Agreement shall commence on the date first written above and terminate on February 28, 2015, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works. 4. INDEPENDENT CONTRACTOR DSC shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which DSC performs the services which are the subject matter of this Agreement; however, the services to be provided by DSC shall be provided in a manner consistent with all applicable standards and regulations governing such services. DSC shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 2 25E-4 5. INSURANCE Prior to undertaking performance of work under this Agreement, DSC shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. DSC shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of DSC's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if DSC has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, DSC agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i.) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii.) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii.) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv.) Certificates and renewals shall be sent to Christy Kindig. f. If DSC fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect DSC's right to be paid for its time and materials expended prior to notification of termination. DSC waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION DSC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of DSC or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason 25E-5 of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. DSC further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If DSC receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, DSC agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the DSC disclosed in a publicly available source; (c) is in rightful possession of DSC without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by DSC without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE DSC covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copy to: Santa Ana Public Works Agency - Administrative Services City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-5069 4 25E-6 To DSC: Discovery Science Center Mr. Joe Adams 2500 N. Main Street Santa Ana, California 92705 Fax 714-263-3927 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, DSC shall only be entitled to reimbursement for approved expenses incurred prior to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by DSC of the terms and conditions of the this agreement or applicable State or Federal requirements. In the event of such suspension or termination, DSC shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 5 25E-7 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. /// /// 6 25E-8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager RECOMMENDED FOR APPROVAL: DISCOVERY SCIENCE CENTER RAUL GODINEZ, II Executive Director - PWA JOE ADAMS President 7 25E-9 Santa Ana Waste Free Days Program Scope DISCOVERY SCIENCE CENTER Background With the opening of the award-winning Eco Challenge exhibit last fall, the County of Orange and Discovery Science Center ushered in an entirely new approach to public education in the area of waste disposal and recycling. Backed by DSC's world-class educational content and accompanied by stage shows and hands-on demonstrations, the Eco Challenge exhibit engages visitors of all ages in a fun, interactive experience that teaches new behaviors. Program An innovative partnership with the City of Santa Ana, particularly the Department of Public Works, to create Santa Ana Waste Free Days. One day each month, DSC will welcome Santa Ana residents free of charge and implement a range of programs, activities, and guest incentives focused on the promotion of positive recycling and waste disposal habits. As a national leader in science education outreach, and as the home of the award-winning Eco Challenge exhibit, DSC possesses a blend of resources that present a unique opportunity for the City of Santa Ana and its residents. DSC will deliver the following program elements that will make Santa Ana Waste Free Days an immersive educational experience for all ages: ? Our Eco Challenge "Minute to Win It" interactive audience show will run in our Sun Stage theater regularly during the day ? Our Eco Challenge "Jeopardy" multi-media game show will run at regular intervals in our 4D Theater ? In the Eco Challenge exhibit area, our Education team will present a special table-top demonstration focused on a key aspect of the science behind Reduce, Reuse & Recycle ? Each Santa Ana resident guest will be provided with a program containing: ? A schedule of shows, demonstrations and other activities ? A guest survey providing an opportunity to gauge learning, complete with a prize drawing to incentivize completion ? Recycling and waste disposal information from the City ? An incentive coupon redeemable upon a visit to a County Household Hazardous Waste Collection Center. Based on our attendance projections for the coming year and the programming enhancements listed above, DSC intends to reach over 9,000 Santa Ana residents through this program each year. Total cost for the entire year of development, programming, and reporting is $120,000. 8 25E-10