HomeMy WebLinkAboutContract 1915 CHIC
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
STUDENT CREATIVE RECYCLE ART PROGRAM
S.C.R.A.P.
This Agreement for Services ("Agreement") is entered into as of April 28, 2021
("Effective Date") by and between the City of Cathedral City, a municipal corporation
("City") and Student Creative Recycle Art Program, a nonprofit corporation ("Service
Provider"). City and Service Provider are sometimes hereinafter individually referred to
as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. State law requires that the City support and promote activities relating to
recycling and waste prevention education; and
B. The Student Recycle Creative Art Program works with all Valley schools,
both public and private, and businesses and individuals, to divert materials
that would ultimately end up in the landfill; and
C. It is the mission of the Student Recycle Creative Art Program to develop
and implement art experiences using recycled materials that actively
engage all youth as stewards of their environment; and
D. In light of the facts set forth above, the City desires to retain the service of
a qualified service provider to provide, on an independent contractor's
basis, professional educational programs and activities relating to recycling
and waste prevention; and
E. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Services Agreement and the City Manager has authority to
execute this Agreement; and
F. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section
2 of this Agreement and desire that the terms of that performance be as
particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained here and other consideration, the value and adequacy of
which are hereby acknowledged, the Parties agree as follows:
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SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this
Agreement, the Term of this Agreement shall commence on the Effective Date and will
expire on June 30, 2022. The parties reserve the option to extend this Agreement for two
(2) additional one-year terms.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference. Services shall be completed to the reasonable
satisfaction of the City.
(b) Schedule of Performance. The Services shall be completed, to the
reasonable satisfaction of the City, pursuant to the schedule specified in Exhibit "A."
Should the Services not be completed pursuant to that schedule, the Service Provider
shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may
choose not to enforce the Default provisions of this Agreement and may instead allow
Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of
this Agreement by this reference. The total compensation, including reimbursement for
actual and reasonable expenses, shall not exceed fifty-four thousand dollars
($54,000.00), with a monthly amount not to exceed four thousand five hundred dollars
($4,500.00) unless additional compensation is approved in writing in accordance with
Section 3 "Additional Services", Section 25 "Administration and Implementation" or
Section 27 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-Service Provider contracts. Sub-Service Provider charges
shall be detailed by the following categories: labor, travel, materials, equipment and
supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment
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of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum),
the labor category in each invoice shall include detailed descriptions of task performed
and the amount of time incurred for or allocated to that task. City shall independently
review each invoice submitted by the Service Provider to determine whether the work
performed, and expenses incurred are in compliance with the provisions of this
Agreement. In the event that no charges or expenses are disputed, the invoice shall be
approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City
to Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause Service
Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and
undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Service Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of any
of the provisions of this Agreement including, but not limited to, Section 15
"Indemnification" and Section 16 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or otherwise
disposed of by City without the permission of the Service Provider. Upon completion,
expiration or termination of this Agreement, Service Provider shall turn over to City all
such original maps, models, designs, drawings, photographs, studies, surveys, reports,
data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance;
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Familiarity With Work" of this Agreement shall not extend to such use of the maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work, services,
expenditures and disbursements charged to City pursuant to this Agreement. Any and
all such documents or records shall be maintained in accordance with generally accepted
accounting principles and shall be sufficiently complete and detailed so as to permit an
accurate evaluation of the services provided by Service Provider pursuant to this
Agreement. Any and all such documents or records shall be maintained for three (3)
years from the date of execution of this Agreement and to the extent required by laws
relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies of
such documents or records shall be provided directly to the City for inspection, audit and
copying when it is practical to do so; otherwise, unless an alternative is mutually agreed
upon, such documents and records shall be made available at Service Provider's address
indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in writing
by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of Service
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Provider's officers, employees, or agents except as set forth in this Agreement. Service
Provider shall not at any time or in any manner represent that Service Provider or any of
Service Provider's officers, employees, or agents are in any manner officials, officers,
employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers, employees
or agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to City's employees. Service Provider expressly waives any claim
Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK.
(a) Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall at
all times faithfully, competently and to the best of its ability, experience and talent, perform
all Services. In meeting its obligations under this Agreement, Service Provider shall
employ, at a minimum, generally accepted standards and practices utilized by persons
engaged in providing services similar to the Services required of Service Provider under
this Agreement. In addition to the general standards of performance set forth this section,
additional specific standards of performance and performance criteria may be set forth in
Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under
this Agreement. Where there is a conflict between a general and a specific standard of
performance or performance criteria, the specific standard or criteria shall prevail over the
general.
(b) Service Provider warrants that (1) it has thoroughly investigated and
considered the work to be performed, (2) it has investigated the issues, regarding the
scope of services to be provided, (3) it has carefully considered how the work should be
performed, and (4) it fully understands the facilities, difficulties and restrictions attending
performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this Agreement.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents
of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to
comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
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following services subject to prevailing wage rates pursuant to the California Labor Code
or regulations promulgated thereunder: Construction, alteration, demolition, installation,
or repair work performed on public buildings, facilities, streets or sewers done under
contract and paid for in whole or in part out of public funds. In this context, "construction"
includes work performed during the design and preconstruction phases of construction
including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, in the employment of persons
to perform the Services in violation of any federal or state law prohibiting discrimination
in employment, including based on the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual orientation,
of any person, except as provided under California Government Code section 12940.
SECTION 13. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the performance
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the express written consent of the City
Manager. Service Provider agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Agreement.
(b) City may determine that Service Provider must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests. If such a determination is made, Service Provider shall
file the subject Form 700 with the City Clerk's Office pursuant to the written instructions
provided by the Office of the City Clerk within ten (10) days of the request.
(c) City understands and acknowledges that Service Provider is, as of the date
of execution of this Agreement, independently involved in the performance of non-related
services for other governmental agencies and private parties. Service Provider is
unaware of any stated position of City relative to such projects. Any future position of City
on such projects shall not be considered a conflict of interest for purposes of this section.
(d) City understands and acknowledges that Service Provider will perform non-
related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
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(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such information
is in the public domain or already known to Service Provider. Service Provider shall not
release or disclose any such information or work product to persons or entities other than
City without prior written authorization from the City Manager, except as may be required
by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order or
subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this Agreement,
then City shall have the right to reimbursement and indemnity from Service Provider for
any damages, costs and fees, including attorney's fees, caused by or incurred as a result
of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors, be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party regarding
this Agreement and the work performed thereunder. City retains the right, but has no
obligation, to represent Service Provider or be present at any deposition, hearing or
similar proceeding. Service Provider agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided by
Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorney's fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers, agents, employees
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or subcontractors of Service Provider, 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, Service
Provider shall indemnify, protect, defend and hold harmless City, 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, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorney's 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 Service
Provider, or by any individual or entity for which Service Provider is legally liable, including
but not limited to officers, agents, employees or subcontractors of Service Provider.
(c) Indemnification from Sub-Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub-Service Provider or any other person or entity involved
by, for, with or on behalf of Service Provider in the performance of this Agreement naming
the Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider agrees
to be fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors, assigns or heirs of Service Provider
and shall survive the termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the design professional. The
term "design professional," as defined in Section 2782.8, is limited to licensed architects,
licensed landscape architects, registered professional engineers, professional land
surveyors, and the business entities that offer such services in accordance with the
applicable provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of City
or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
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Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit"C" "Insurance" and made
a part of this Agreement. All insurance policies shall be subject to approval by City as to
form and content. These requirements are subject to amendment or waiver if so approved
in writing by the City Manager. Service Provider agrees to provide City with copies of
required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider under
this Agreement. In recognition of that interest, Service Provider shall not assign or
transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all remedies
at law or in equity, including termination of this Agreement pursuant to Section 19
"Termination of Agreement." City acknowledges, however, that Service Provider, in the
performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff and
subcontractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event such
notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under
this Agreement, then, in addition to any other remedies, either Service Provider, or City
may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
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reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 20. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on
the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or
all of the outstanding invoices during the period of default. If Service Provider does not
cure the default, the City may take necessary steps to terminate this Agreement under
Section 19 "Termination of Agreement." Any failure on the part of the City to give notice
of the Service Provider's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments, acts of City, court orders,
fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term
and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 22. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the Services
shall be furnished to Service Provider in every reasonable way to facilitate, without undue
delay, the Services to be performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
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To Service Provider: Karen Riley, Executive Director
S.C.R.A.P. Gallery
31855 Date Palm Drive Ste 3-110
Cathedral City, CA 92234
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27 "Amendment" and the City Manager's
contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total compensation
under this Agreement, as amended, would not exceed the City Manager's contracting
authority under the Cathedral City Municipal Code. All other amendments shall be
approved by the City Council. The Parties agree that the requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
SECTION 28. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver
by any Party of any breach of the provisions of this Agreement shall not constitute a
waiver of any other provision nor a waiver of any subsequent breach or violation of any
provision of this Agreement. Acceptance by City of any work or services by Service
Provider shall not constitute a waiver of any of the provisions of this Agreement.
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SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Riverside, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Riverside.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether oral
or written, or entered into between Service Provider and City prior to the execution of this
Agreement. No statements, representations or other agreements, whether oral or written,
made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by reference
into this Agreement, the terms of this Agreement shall control.
[Signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first-above written.
CITY OF CATHEDRAL CITY Student Creative Recycle Art Program
•
L / 1LL41t
Charles P. McClendon Karen Riley
City Manager Executive Director
ATTEST:
4ace9ra cey41 artine
City Clerk
APPROVED AS TO FORM
Eric S. Vail
City Attorney
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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CERTIFICATE OF ACKNOWLEDGMENT
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES
ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH
THIS CERTIFICATE IS ATTACHED,AND NOT THE TRUTHFULNESS,ACCURACY, OR
VALIDITY OF THAT DOCUMENT.
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On 0D-12-Z02-1 , before me, I[//1�'(' IL. F1(A L1 cv Z l\(fiZd vPU,4 IL
Date I H re Insert Name and Title of the Officer J
personally appeared A✓c YY La1,(I p I2 t ,14
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
TRACEYu .MARTINEZ instrument.
NotaryPubRlicCalifornia
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I certify under PENALTY OF PERJURY under the laws of the State
%- My Comm.Expires Apr 21,2023 of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
•
signature t AA_ ' c/
Place Notary Seal Above 1 \ 1
1892181.7
21469-930
EXHIBIT "A"
SCOPE OF SERVICES
The Services shall be completed pursuant to the schedule specified below:
The following services shall be performed to the satisfaction of the City by
December 31, 2019:
A. Develop and maintain a materials and exchange program for local
businesses in Cathedral City. Service Provider will supply quarterly reports
to the City, detailing materials collected.
B. Present environmental education programs to community groups at the
request of a group or City.
C. Develop and implement monthly activities or programs for children or adults
to be scheduled and presented at the S.C.R.A.P. Gallery located in
Cathedral City.
D. Present three exhibitions and/or traveling exhibits annually for students
and/or the general public.
E. At the request of the City, coordinate with and participate in City sponsored
events to promote the environment and recycling.
F. Coordinate at least three (3) recycle education projects per year benefitting
Cathedral City students including Global Youth Service Day, Earth Day and
the Walking for Water 6K.
G. Participate with the City in employee events focused on recycling.
II. The following services shall be performed to the satisfaction of the City between
August 1, 2019 and June 30, 2020:
A. Arrange field trips to the S.C.R.A.P. Gallery for public and private schools
serving students in Cathedral City. Should transportation be unavailable,
Service Provider shall travel to school site to perform educational programs.
While the frequency of such programs to be presented shall be at the
discretion of each school, Service Provider shall communicate in writing
with the principal/headmaster within thirty (30) days of the start of school to
provide information about services offered by the Service Provider in
cooperation with the City.
B. Develop and distribute teachers' curriculum incorporating California
Education and the Environment Initiative (EEI); California's Environmental
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Principles and Concepts (EP&Cs); and Next Generation Science Standards
(NGSS).
C. Provide material reuse consultations and technical support to teachers,
schools, businesses, institutions and other organizations. If a material is
suitable for reuse by Service Provider, Service Provider shall make
arrangements with the generator to collect the material at a location, time
and frequency that is convenient and effective for the generator.
III. The following services shall be performed to the satisfaction of the City between
May 1, 2021 and June 30, 2022:
A. Sustainable Superhighway Program: Provide virtual field trips, online
workshops, presentations, conversations and participatory projects for
youth/students and professional development and support for educators that
support the State of California's Environmental Principles and Concepts
(https://www.californiaeei.org/).
B. Continue providing recycled/reused materials and education kits for students
by delivery to local schools, community centers and for curbside pick-up at the
S.C.R.A.P. Gallery.
C. Zero Hero School Program: The Zero Hero Schools Project is a combined
effort of S.C.R.A.P. Gallery and the City of Cathedral City to provide
educational and experiential recycling and composting opportunities to
Cathedral City schools. The S.C.R.A.P. Gallery partnering with Palm Springs
Unified School District will develop a program to help schools undertake zero
waste projects, food scraps recycling, and implement practices that help the
environment and their local communities. This program would start in the 2021-
22 school year. Each Cathedral City school will receive free zero waste training,
recycling and compost containers, signage and student incentives will be
provided. Through the process, schools can be certified as a Zero Hero School
and receive prizes and awards.
a. Educate and train school staff and students on waste reduction though
inclusive STEAM projects.
b. Promote Environmental Stewardship.
c. Create Green Teams to initiate projects and take actions; problem solving
environmental issues facing the community.
d. Indoor and Outdoor Waste Stations with signage.
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EXHIBIT "B"
COMPENSATION
The total compensation, including reimbursement for actual and reasonable
expenses, shall not exceed fifty four thousand dollars ($54,000.00), with a monthly
amount not to exceed four thousand five hundred dollars ($4,500.00) unless
additional compensation is approved in writing in accordance with Section 3
"Additional Services", Section 25 "Administration and Implementation" or Section
27 "Amendment" of this Agreement.
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EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the Services by Service Provider, its agents,
representatives or employees. Service Provider shall procure and maintain the following
scope and limits of insurance:
Only the following "marked" requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis
to protect Service Provider and City against liability or claims of liability which may arise
out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence
and subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall
be at least as broad as Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001). There shall be no endorsement or modification
of the CGL limiting the scope of coverage for either insured vs. additional insured claims
or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less
than $1,000,000 for injuries, including accidental death, to any one person, and subject
to the same minimum for each person, in an amount not less than one million dollars
($1,000,000) for each accident, and property damage insurance in an amount of not less
than one million dollars ($1,000,000). A combined single limit policy with aggregate limits
in an amount of not less than $2,000,000 shall be considered equivalent to the said
required minimum limits. Coverage shall be at least as broad as Insurance Services
Office form number CA 0001 covering Automobile Liability, including code 1 "any auto"
and endorsement CA 0025, or equivalent forms subject to the approval of the City.
X Workers' Compensation Insurance: Workers' Compensation insurance that
includes a minimum of one million dollars ($1,000,000) of employers' liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of
subrogation against the City and its respective elected officials, officers, employees,
agents and representatives. In the event a claim under the provisions of the California
Workers' Compensation Act is filed against City by a bona fide employee of Service
Provider participating under this Agreement, Service Provider is to defend and indemnify
the City from such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to
the Service Provider's profession in an amount not less than one million dollars
$1,000,000 per occurrence. This coverage may be written on a "claims made" basis, and
must include coverage for contractual liability. The professional liability insurance
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required by this Agreement must be endorsed to be applicable to claims based upon,
arising out of or related to Services performed under this Agreement. The insurance must
be maintained for at least three (3) consecutive years following the completion of Service
Provider's services or the termination of this Agreement. During this additional three (3)
year period, Service Provider shall annually and upon request of the City submit written
evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after 30
days' prior written notice by certified mail, return receipt requested, has been given to
City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by Service
Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The
coverage shall contain no special limitations on the scope of protection afforded to City,
and their respective elected and appointed officers, officials, or employees.
b. Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by City,
and its respective elected and appointed officers, officials, employees or volunteers, shall
apply in excess of, and not contribute with, Service Provider's insurance.
c. Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
d. Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees or
volunteers.
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e. The insurer waives all rights of subrogation against the City,
its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City may
require that Service Provider furnish City with copies of original endorsements effecting
coverage required by this Exhibit"C". The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect complete, certified copies of all required insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers, or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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