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HomeMy WebLinkAbout25L - AGMT SCIENCE CENTERREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 20, 2018 TITLE: AGREEMENT WITH DISCOVERY SCIENCE CENTER OF ORANGE COUNTY FOR PUBLIC EDUCATION SERVICES (STRATEGIC PLAN NO. 5,2) CIT( MAS RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with the Discovery Science Center of Orange County for public education services for a three-year period beginning January 1, 2018, through December 31, 2020, in the amount of $135,000 annually, for a total agreement amount of $405,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. Assembly Bill 939 (AB939) mandates waste diversion from landfills and recycling program implementation using approaches that include public education. The City is in full compliance with this legislation through a variety of diversion and recycling programs. On February 4, 2013, the City entered into an agreement with the Discovery Science Center of Orange County (DSCOC) to provide waste disposal and recycling public education through its award-winning Eco Challenge exhibit. 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. As part of the agreement, the DSCOC delivered an enhanced public education program specifically tailored to Santa Ana residents entitled, "Santa Ana Waste Free Days." One day each month, from February 2013 to February 2016, the DSCOC welcomed Santa Ana residents free of charge and offered a range of programs, activities, and guest incentives geared toward the promotion of positive recycling and waste disposal habits. DSCOC was reaching approximately 9,000 Santa Ana residents per year through this program at the time. The total cost for an entire year of development, programming, and reporting for the "Santa Ana Waste Free Days" program was $120,000. The City used unspent CalRecycle Beverage Container Recycling grant monies as the funding source during that time. On July 5, 2016, the City entered into an agreement with the Discovery Science Center of Orange County (DSCOC) to continue to provide waste disposal and recycling public education through its award-winning Eco Challenge exhibit. However, there were no remaining CalRecycle grant funds. CalRecycle had narrowed the focus for new grant expenditures, leaving the City unable to direct these grant funds to the DSCOC. The new agreement was approved by City Council for a period of one year, with the option for up 25L-1 Agreement with Discovery Science Center February 20, 2018 Page 2 to two additional one-year terms. For this one-year period, alternative funding was provided through the Refuse Enterprise. However, before the extension could be exercised, the term expired. DSCOC and staff have worked together to enhance the program for 2018 through 2020. A new interactive Eco presentation in the Planetary Research Station and new demonstrations in the Healthy Kitchen focusing on healthy living and reducing food waste have been added, enhancing our compliance with state education and outreach mandates, especially Mandatory Commercial Organics Recycling Assembly Bill 1826 (AB1826). The expansion of the scope, combined with a change in leadership at the City, has delayed the start of this next agreement period, which will be effective January 1, 2018. Additionally, attendance at DSCOC has increased significantly due to the popularity of the program with Santa Ana residents, increasing the annual cost of the program to $135,000 per year. To maintain this public education program in support of compliance with AB939 and AB1826 and to continue this valuable program for Santa Ana residents, funding has been earmarked from the Refuse Enterprise. By approving this agreement (Exhibit 1) with the DSCOC for public education services, "Santa Ana Waste Free Days" will continue for three more years. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability. FISCAL IMPACT - Funds in the amount of $135,000 are budgeted and available in the Public Works Refuse Collection Service Fund (Account No. 06917640-62300) for expenditure in Fiscal Year 2017-18. Annual amounts of $135,000 will be budgeted in Fiscal Years 2018-19 and 2019-20. Public Works Agency FM/MLM/CK Exhibit: 1. Agreement -' C • 0 _ Y11i101PL�'VilI9T.-WKi111k'h&5 Francisco Otdierrez Y Executive Director I Finance & Management Services Agency 25L-2 AGREEMENT WITH DISCOVERY SCIENCE CENTER TO PROVIDE RECYCLING EDUCATION PROGRAM THIS AGREEMENT is made and entered into this 20th day of February, 2018 by and between Discovery Science Center of Orange County, a California 501(c)(3) non-profit corporation ("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 ("City"). RECITALS A. The DCS offers an educational program focusing on practical recycling and waste re- duction behaviors in the home, otherwise known as the Santa Ana Waste Free Days Program ("Program"). B. The Program engages visitors in a fun, interactive experience that teaches new behav- iors through exciting hands-on programming. C. City desires to engage DSC to provide the Program for Santa Ana residents free of charge once per month. D. 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: DSC'S OBLIGATIONS DSC shall provide the Program, as further described below and set forth in Exhibit A. a. DSC agrees to use all funds received from City pursuant to this Agreement exclusively to provide the Program, as set forth in Exhibit A, attached hereto and fully incorporated by this reference. b. All funds received by DSC from City pursuant to this Agreement shall be separately ac- counted 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 ac- counting 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 Eco Challenge attendees on Santa Ana Waste Free Days, and V. Documentation of program components, including samples of printed materials. Page 1 of 7 Exhibit 1 25L-3 d. Upon reasonable notice to DSC, City and/or its representatives shall have access for purposes of monitoring, auditing, and examining DSO'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 regarding the Program. City and/or its representatives shall also schedule on-site monitoring at its discretion. Noth- ing herein shall be construed to require access to any privileged or confidential infor- mation 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 DSO's office or place of business for the duration of the Agreement and three (3) years beyond. f. Without prejudice to any other provisions of this Agreement, DSC shall, where applica- ble, maintain the confidential nature of information provided to it concerning partici- pants in accordance with the requirements of federal and state law. However, DSC shall submit to City or its representatives, all records requested, including audit, examina- tions, monitoring and verifications of reports submitted by DSC, costs incurred and ser- vices rendered hereunder. 2. COMPENSATION City shall pay to DSC for the Program $11,250 per month for DSC's provision of one Program day per month, for a maximum aggregate payment of One Hundred Forty -Five Thousand Dollars ($135,000)`annually;'to be paid in quarterly installments. City shall withhold quarterly payment if DSC fails to provide the quarterly reporting as required by Section I.e., above, in conformance with this Agreement. The total amount to be expended under this Agreement shall not exceed $405,000. 3. TERM This Agreement shall commence on January 1, 2018 and terminate on December 31, 2020, un- less terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR DSC shall, during the entire term of this Agreement, be construed to be an independent con- tractor 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 for its employees and shall be responsible for all applicable withholding taxes. 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: Page 2 of 7 25L-4 a. Commercial General Liability Insurance. DSC shall maintain commercial general liabil- ity 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: sin- gle 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, with $2,000,000 in the aggregate. 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 California law, if DSC has any employees, DSC 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 DSC pursuant to this section: i. DSC 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 Agree- ment and shall be approved in form by the City. 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. DSC shall supply City with a fully executed additional insured endorsement. d. 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 terminate this Agreement. Such ter- mination shall not affect 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 re- lates to the services described in this Agreement; and (2) from any claim that personal injury, damages, Page 3 of 7 25L-5 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 of the events referred to in this Section or by reason of the terns of, or effects, aris- ing from this Agreement. DSC further agrees to indemnify, hold harmless, and pay all costs for the de- fense 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 rea- sonably 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 rea- sonable care. "Confidential Information" shall include all nonpublic information. Confidential infor- mation includes not only written information, but also information transferred orally, visually, elec- tronically, 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 DSC disclosed in a publicly available source; (c) is in rightful pos- session 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, that would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE 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 fax or other telegraphic communication in the manner pro- vided 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 To DSC: Discovery Science Center of Orange County Mr. L. Joseph Adams President/CEO 2500 N. Main Street Page 4 of 7 25L-6 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 connnu- nication 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 fax, 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 DSC, and supersedes any and all other agreements, oral or written, between the parties. In the event of a con- flict 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 DSC. The parties agree that any terms or conditions of any pur- chase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate DSC 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 DSC, DSC 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 con- sent 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 This Agreement may be terminated by the City upon thirty (30) days written notice of termina- tion. In such event, DSC shall be entitled to receive and the City shall pay DSC compensation for all services performed by DSC prior to receipt of such notice of termination, subject to the following con- ditions: a. As a condition of such payment, City may require DSC to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and DSC consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. Page 5 of 7 25L-7 13. NONDISCRIMINATION DSC shall not discriminate because of race, color, creed, religion, sex, marital status, sexual ori- entation, 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 activi- ties or in connection with any activities under this Agreement. DSC 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, in- terpretation, 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 con- nection with or by reason of this Agreement. 15. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. PROFESSIONAL LICENSES DSC shall, throughout the term of this Agreement, maintain all necessary licenses, permits, ap- provals, 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. DSC 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. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, au- thority and right to bind their respective parties to each of the terms of this Agreement, and shall in- demnify 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. Page 6 of 7 25L-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 FORINT: SONIA R. CARVALHO City Attorney By:/ ;F JOH M. FUN-- Assistant City Attorney RECOMMENDED FOR APPROVAL: Executive Director Public Works Agency Page 7 of 7 25L-9 CITY OF SANTA ANA Raul Godinez II City Manager DISCOVERY SCIENCE CENTER OF ORANGE COUNTY Name: Title: Background Santa Arra Waste Free Days Proposed Scope of Work Exhibit A DiscoveryCube, ORANGE COUNTY Since the doors opened in 2002 to what was then known as the Discovery Science Center, Santa Ana residents have received free admission on the first Tuesday of every month. Over nearly 20 years of operation, that has resulted in hundreds of thousands of local families being able to enjoy some of the most dazzling educational exhibits in the world, from Star Wars to Dora the Explorer. In 2013, Discovery Cube of Orange County and the City of Santa Ana, Department of Public Works partnered to bring Santa Ana Waste Free Day to the residents of Santa Ana, re -branding the traditional "free day" experience to place a focus on teaching practical recycling and waste - reduction behaviors in the home. Utilizing the Eco Challenge exhibit, DCOC's world-class ed- ucational content, and stage shows and hands-on demonstrations that bring scientific concepts to life, Santa Ana Waste Free Day engages resident visitors of all ages in a fun, interactive experience that teaches new behaviors. Scope of Work On the first Tuesday of each month, DCOC 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, DCOC possesses a blend of resources that present a unique opportunity for the City of Santa Ana and its residents. DCOC will deliver the following program elements that will make Santa Ana Waste Free Days an immersive educational experience for all ages: ✓ Our Eco Challenge enhanced interactive audience show will run in our Sun Stage thea- ter regularly during the day ✓ Our Eco Challenge "Jeopardy" style multi -media game show will run at regular intervals in our 4D Theater ✓ A new special interactive Eco presentation in our Planetary Research Station. ✓ New demonstrations in the Healthy Kitchen focusing on healthy living and reducing food waste. ✓ 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 25L-10 ✓ A guest survey providing an opportunity to gauge learning, complete with a prize drawing to incentivize completion ✓ Recycling and waste disposal information relevant to, and provided by, the City At the end of each quarter, DCOC will provide the City with attendance figures for each Waste Free Day, survey results and any other data gathered as a result of the partnership. As City staff, and most residents, are aware, Discovery Cube has nearly doubled in size over the past couple years, adding a wealth of exhibits and teaching spaces that further enhance guest experience. This expansion has caused a spike in attendance that we expect will be reflected accordingly on Santa Ana Waste Free Days. While our annual attendance on Santa Ana Waste Free Days over the past few years has hovered right around 10,000 guests per year, we anticipate that figure to rise 15-20%, as has our overall paid attendance. Based on our attendance projections for the coming year, DCOC projects to reach approximately 11,000 Santa Ana residents through this program in the coming year. Total annual cost of the program including programming and reporting is $135,000 per year. Discovery Cube is requesting the term of the program to be for three years. The years intended for service are: January 1 2018 —December 31 2019, January 1 2019 — December 31 2020 and January 1 2020 — December 31 2021. Program payments will be made on a quarterly basis, and will be due on the 1st day of the upcoming quarter (January 1, April 1, July 1, October 1). 25L-11 25L-12